Request for Proposal (RFP) For Corporate Agency ...
Transcript of Request for Proposal (RFP) For Corporate Agency ...
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Request for Proposal (RFP)
For
Corporate Agency Arrangement for
Additional General and Standalone Health Insurance Business
Reference Number : IDBI Bank/RBG/TPD/RFP/2020-21/001
Dated : February 19, 2021
Issued By : IDBI Bank Limited
Head Office : Corporate Centre, Mumbai, IDBI Towers,
World Trade Centre Complex, Cuffe Parade,
Colaba, Mumbai- 400005
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Index
SECTION -1
Sr No Particulars Page
No
1 Document Control Sheet -Bid details in Brief 4
2 Disclaimer 6
SECTION -2
1 Introduction 8
2 Information for interested Insurance Companies & Broad Scope of
Work
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3 Bidders Eligibility 10
4 Bid Process 12
5 Rejection of Bid – Proposal Validity 13
6 Evaluation Of Bids – General 14
7 Evaluation Of Bids - Health 15
8 Preparation f proposals 17
9 Submission Receipt and opening of Proposal 18
SECTION -3
1 Other Terms and Conditions 19
SECTION -4
ANNEXURE-1
1 Minimum Eligibility Criteria to be complied by the Bidder –
General
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2 Minimum Eligibility Criteria filled by the Bidder - Health 28
3 Undertaking by Bidder 30
4 Organizational Snapshot 33
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5 Organization Details 37
6 Products and Commission 38
7 Channel wise Break up 39
8 Segment wise Business---General 40
9 Segment wise Business---Health 41
10 Claim Settlement 42
11 IRDAI penalty and warning 44
12 Grievance Redressal 45
13 Distribution parameter 46
14 Business & Revenue parameter 47
15 Support 48
16 Hospital network (For Standalone health insurance company) 49
17 Third Party Administrator (For Standalone health insurance
company)
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18 Form of Board Resolution 53
ANNEXURE-2
Information Security Certificate
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ANNEXURE-3
Non-Disclosure Agreement
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ANNEXURE-4
Corporate Agency Agreement
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ANNEXURE-5
Integrity Pact
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SECTION -1
1 Document Control Sheet
Bid Details in Brief – Most Important Dates for Bidders
Sl
No
Description Details
1 Name of the Company IDBI Bank Limited
2 RFP Number & Date IDBI Bank/RBG/TPD/RFP/2020-21/001
February 19, 2021
3 Date of Issue February 19, 2021
4 Purpose Tie-up with IDBI Bank Ltd. for Corporate
Agency Arrangement for General Insurance
and Standalone Health Insurance business
5 Address for submission of Bid &
Place of Opening of Bids
IDBI Bank Ltd, Corporate Office, IDBI
Tower,
13th
Floor, Cuffe Parade, WTC,
Cuffe Parade, Colaba, Mumbai-400005.
6 Date and Time for submission of
pre bid queries
February 23, 2021 by 05:00PM
7 Date and Time for Pre Bid
Conference
February 25 , 2021 at 03:00PM
8 Date & Time for Bidders to submit
response to RFP
March 5, 2021 by 05:00 PM
9 Date & Time of Opening of Bid
March 6, 2021 by 12:00 PM
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10 Result of Bid March 15, 2021 at 11:00 AM(For General
Insurance)
March 15, 2021 at 03:00 PM(For
Standalone Health Insurance)
11 Presentation by eligible Bidders March 17, 18 2021 at 11:00 AM(For
General Insurance)
March 19, 2021 at 03:00 PM(For
Standalone Health Insurance)
12 Final Result March 25, 2021 at 3 pm
13 Contact Person Shri Rajeev Kumar, DGM-TPD
Email id- [email protected]
Ph-022-66552233
Shri Aniruddha Barik, AGM-TPD
Email id- [email protected]
Email id-022-66553036
14 Email ID [email protected]
15 Website www.idbibank.in
Note:
1. This RFP document is the property of the Bank & is not transferable.
2. This bid document has 107 pages.
3. If a holiday is declared on the dates mentioned above, the bids shall be received /
opened on the immediate next working day at the same time specified above and
at the same venue unless communicated otherwise.
4. No queries / negotiations will be entertained after the date and time mentioned
under each head in this Document Control Sheet.
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2. Disclaimer
The information contained in this Request for Proposal (RFP /Bid document) or
information provided subsequently to Bidders or applicants, whether verbally or in
documentary form, by or on behalf of IDBI Bank Limited (IDBI Bank /the Bank) for
Corporate Agency Arrangement for General and Standalone Health Insurance business, is
provided to the Bidder(s) on the terms and conditions set out in this RFP document and
all other terms and conditions subject to which such information is provided. This RFP
document is not an agreement and is not an offer or invitation by IDBI Bank to any
parties other than the applicant(s) who are qualified to submit the bids ( hereinafter
individually and collectively referred to as “ Bidder” or “Bidders” respectively). The
purpose of this RFP is to provide the Bidders with information to assist the formulation
of their proposals. This RFP does not claim to contain all the information as required by
Bidder (s). Each Bidder may conduct its own independent investigations and analysis and
is free to check the accuracy, reliability and completeness of the information in this RFP.
The Bank makes no representation or warranty and shall incur no liability under any law,
statute, rules or regulations as to the accuracy, reliability or completeness of this RFP.
The information contained in this RFP document is selective and is subject to updating,
expansion, revision and amendment. It does not purport to contain all the information that
a bidder require. IDBI Bank does not undertake to provide any bidder with access to any
additional information or to update the information in the RFP document or to correct any
inaccuracies therein, which may become apparent.
Information provided in this RFP is on a wide range of matters, some of which may
depend upon interpretation of law. The information given is not intended to be an
exhaustive account of statutory requirements and should not be regarded as a complete or
authoritative statement of law. IDBI Bank does not own any responsibility for the
accuracy or otherwise for any interpretation or opinion on law expressed herein. Further,
IDBI Bank also does not accept liability of any nature whether resulting from negligence
or otherwise howsoever caused arising from reliance of any Bidder upon the statements
contained in this document.
IDBI Bank in its absolute discretion, but without being under any obligation to do so,
update ,amend or supplement the information in this RFP. Such change will be published
on the Bank‟s website and it will become part and parcel of the RFP. Prospective
bidders shall regularly visit Bank’s website for any changes / development in
relation to this RFP. Prospective bidders shall regularly visit Bank’s website,
www.idbibank.in for any changes / development in relation to this RFP.
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IDBI Bank reserves the right to reject any or all the expression of interest / proposals
received in response to this RFP document at any stage without assigning any reason
whatsoever and without being liable for any loss/injury that Bidder might suffer due to
such reason. The decision of IDBI Bank shall be final, conclusive and binding on all the
parties directly or indirectly connected with the bidding process.
Bids not satisfying the procedure prescribed in the Bid document will be treated as
invalid and rejected summarily.
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SECTION -2
1. Introduction
IDBI Bank Ltd is a company incorporated and registered under Companies Act, 1956 (1
of 1956) and a company under section 2 (20) of Companies Act 2013 (18 of 2013) and
Banking company under section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949)
with CIN No.L65190MH2004GOI148838. IDBI Bank Limited (hereinafter referred to as
“the Bank” or “IDBI Bank”) is also a scheduled bank as notified by the Reserve Bank of
India (RBI) under the Reserve Bank of India Act, 1934. The Bank is engaged in
providing finance and conducting banking business.
Headquartered in Mumbai, IDBI Bank today rides on the back of a robust business
strategy, a highly competent and dedicated workforce and a state-of-the-art information
technology platform, to structure and deliver personalized and innovative Banking
services and customized financial solutions to its clients across various delivery channels.
As a Universal Bank, IDBI Bank, besides its core banking and project finance domain,
has an established presence in associated financial sector businesses like Capital Market,
Investment Banking and Mutual Fund Business. Going forward, IDBI Bank is strongly
committed to work towards emerging as the 'Bank of choice' and 'the most valued
financial conglomerate', besides generating wealth and value to all its stakeholders.
2. For further details, please refer Bank‟s website www.idbibank.in
3. About RFP
The Bank invites proposal from eligible Bidders for “Corporate Agency Tie –up” for
soliciting / marketing of their General/Health insurance products through Bank‟s branch
network. This invitation has been prepared solely for the purpose of enabling IDBI Bank
to become Corporate Agent of eligible General Insurance (GI) and Stand Alone Health
Insurance Companies (SAHI) in addition to its existing partners viz., TATA AIG and
New India Assurance (“Existing Partners”) for General Insurance business and MAX
BUPA for Health Insurance Business, respectively. This RFP document is not an offer,
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or invitation to enter in to a contract or agreement. The Bank reserves its right to cancel
this RFP at any stage without assigning any reasons whatsoever.
4. Objectives of RFP:
As per IRDAI (Registration of Corporate Agents) Regulations, 2015 (“IRDAI
Regulations”), corporate agents may have arrangements with a maximum of three general
insurers and three health insurers to solicit, procure and service their insurance products.
In line with the said IRDAI Regulations, the Bank intends to tie-up with / empanel
multiple insurers of good standing through this RFP to select One Insurance partner for
General Insurance and Two Insurance partners for Standalone Health Insurance to
tap the vast potential available at all its branches across the country and help customers to
cover their risk related to General and Standalone Health Insurance and to provide more
choice of insurance as well as services to its customers.
The proposal to be received from the Bidders in terms of this RFP for empanelment of
one insurance partner for General Insurance business and two insurance partners for
Health Insurance would be evaluated by the Bank. Though as per open architecture
model, there is scope for only one (1) GI & two (2) SAHI Partners, the Banks reserves
the rights to select more than one/two GI/SAHI partners respectively on the basis of this
RFP and empanel them for future on boarding if required.
5. Scope of Work
Customization of Insurance products to cater to all segments of Bank‟s clientele base and
in all lines of business activities of the Bank.
i. The premium for the above risk cover should be in line with the market and
competitive enough to restrain our clients from looking elsewhere.
ii. Support to Bank in terms of Sales, Renewals, Claims, Customer Complaint Resolution,
MIS, IT & Manpower to cater the customers across the length and breadth of the country.
iii. Bidder should be technologically enabled, so as to be in a position to provide the
Bank, data on policies issued, policy renewals, policies lapsed and claims throughout the
Bank with all details on a day to day basis and other details such as scanned copies of
proposals forms at regular intervals as may be mutually agreed.
iv. The Bidder should remit the revenue / commission payable to the Bank every month
at the corporate level with complete details by the 7th of every month with applicable
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GST / other taxes as per statutory requirement, so as to facilitate the Bank to distribute
the same to the branches by the 10th of every month.
v. The Bidder should provide access to the Bank, of the updated data of policies sold by
Bank branches on the Bidder‟s portal through a specific User ID & Password.
vi. The Bidder should provide the MIS updates on status of customer complaints on a
weekly basis.
vii. The commission paid by the Bidder shall be as per IRDAI prescribed rates. The
product wise applicable commission rates shall be furnished as per Form 4
viii. The Bidder shall put in place a robust system towards risk mitigation for the Bank to
function as a Corporate Agent.
6. Eligibility for empanelment
A. General Insurance
The Bidder should fulfil the following eligibility criteria:
i. Should have valid IRDAI license for procuring insurance business in India and
should have been registered with IRDAI under General Insurance category.
ii. Should have been in operation for more than 5 years in India as on 31.03.2020.
iii. Should have the minimum Solvency Ratio of 1.5 as on 31.03.2020 as per audited
balance sheet.
iv. Should have minimum 50% of Branch Locations in the 25 Km area vicinity of
IDBI Bank Branch as per the location in Annexure 1.
v. The Bidder should have minimum claim settlement ratio of 85% as on 31.03.2020
vi. Authorized representative of Bidder should submit undertaking as per in Form 1 in
Annexure 1.
vii. The bidder should have at least 100 branches across India as on 31.03.2020
viii. The bidder should have tie up with at least three banks out of which, minimum
two (02) PSB (Public Sector Bank).
ix. Existing Partners of IDBI Bank shall not be eligible to participate in this RFP.
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B. Standalone Health Insurance
The Bidder should fulfil the following eligibility criteria:
i. Should have valid IRDAI license for procuring insurance business in India and
should have been registered with IRDAI under General Insurance category.
ii. Should have been in operation for more than 5 years in India as on 31.03.2020.
iii. Should have the minimum Solvency Ratio of 1.5 as on 31.03.2020 as per audited
balance sheet.
iv. Should have minimum 50% of Branch Locations in the 25 Km area vicinity of
IDBI Bank Branch as per the location in Annexure 1.
v. The Bidder should have minimum claim settlement ratio of 85% as on 31.03.2020
vi. Authorized representative of Bidder should submit undertaking as per in Form 1 in
Annexure 1.
vii. The bidder should have at least 100 branches across India as on 31.03.2020
viii. The bidder should have tie up with at least three banks out of which, minimum
two (02) PSB.
ix. Existing Partners of IDBI Bank shall not be eligible to participate in this RFP.
Note: All eligibility requirements mentioned above should be complied with by the
Bidders as applicable and relevant support documents should be submitted for the
fulfilment of eligibility criteria, failing which the Bids may be summarily rejected. Non-
compliance of any of the criteria can entail rejection of the offer. Photocopies of relevant
documents / certificates should be submitted as proof in support of the claims made for
each of the above-mentioned criteria and as and when the Bank decides, originals /
certified copies should be shown for verification purpose. The Bank reserves the right to
verify / evaluate the claims made by the Bidder independently.
Any deliberate misrepresentation/wrong certification / violation of Integrity Pact will
entail rejection of the offer, ab-initio., in case such bidder qualifies as successful bidder.
The decision of IDBI Bank with regard to empanelment of the new eligible insurance
partners in this regard is final, conclusive and binding on the Bidders.
The Bank reserves the right to de-empanel any empanelled bidder. Empanelment does
not confer any rights on the bidders to necessarily sell its General / Health insurance
products / policies by the Bank to its customers. The selection of said products / policies
of the empanelled bidder‟s is at the discretion of customers of the Bank.
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7. Bid Process
A. Bid Document
i. The Bid document can be downloaded from Bank‟s website. A bidder can submit only
one Bid under each category. The cost of Bid document is Rs.50000/- (Rupees Fifty
Thousand only) + 18% GST (“Cost”). The prospective Bidder is required to pay the Cost
in the form of a demand draft or Banker‟s Cheque or pay order from any scheduled
commercial bank in favour of „IDBI Bank Limited‟, payable at Mumbai, at the time of
purchasing the Bid Document. In case, the Bid Document is downloaded from IDBI
Bank‟s website www.idbibank.in, the Cost as mentioned above should be paid along with
the submission of the Bid. Bids received without the Cost shall be summarily rejected.
The Cost is non-refundable.
ii. The Bidder shall solely bear all expenses whatsoever associated with or incidental to
the preparation and submission of its Bid and the Bank shall in no case be held
responsible or liable for such expenses, regardless of the conduct or outcome of the
bidding process including but not limited to cancellation / abandonment / annulment of
the bidding process.
B. Clarification to RFP and Pre-Bid Queries.
i. The Bidder may request for clarification on any clause of RFP on for
General/Standalone Health Insurance by February 23 ,2021 and before 5.00 PM.
Any request for clarification must be sent through writing in hard copy to Dy General
Manager, Third Party Product Dept. IDBI Bank Limited,13 Floor, IDBI Tower, WTC
Complex, Cuffe Parade, Mumbai as well as through e-mail ID mentioned in the RFP
(mentioning Brief Details of Bids). The Bank will conduct the pre- bid meeting on
February 25,2021. (For General Insurance)/ (For Standalone Health Insurance) at
the place mentioned in the RFP on above respective dates.
ii. At any time before the submission of proposals, the Bank may amend the RFP by
issuing an addendum and hosting it on the Bank‟s website. The addendum will be
binding on all the Bidders. To give Bidders reasonable time to take an amendment into
account in their proposals, the Bank may, if the amendment is substantial, extend the
deadline for submission of Proposals.
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C. Rejection of Bids
The Bank reserves the right to reject the Bid if,
i. The Bid is incomplete as per the RFP requirements.
ii. Any condition stated by the Bidder is not acceptable to the Bank.
iii. If the RFP and any of the terms and conditions stipulated in this document are not
accepted by the Bidder.
iv. Required information is not submitted as per the format given.
v. Any information submitted by the Bidder is found to be untrue / fake/ false.
vi. The Bidder does not provide within the time specified by the Bank, the supplementary
information / clarification sought by the Bank for evaluation of the Bid.
vii. The Bank shall be under no obligation to accept any offer received in response to this
RFP and shall be entitled to reject any or all bids without assigning any reason
whatsoever.
viii. The Bidders canvass or influence the Bank during the RFP process.
ix.Bids are received after the specified time on the last date.
For other reason which the Bank may deem appropriate for rejection of the bid.
D. Validity of Bids
i. All bids shall be valid for a period of 180 days from the last date of submission
mentioned in “Most Important dates for the Bidders”. The Bank will make its best effort
to complete the process within the specified period. However, should the need arise; the
Bank may request the Bidder to extend the validity period of their proposals. Bidders,
who do not agree, have the right to refuse to extend the validity of their proposals. Under
such circumstances, Bank shall not consider such proposals for further evaluation
ii. The last date of submission of RFP is March 05, 2021 by 5 PM (For General
Insurance and Standalone Health Insurance). No proposal will be accepted after this
date and time.
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iii. Bidders have to submit RFP in hardcopy format in original along with one set of
photocopy and 2 softcopies by means of CD. The documents in the CD should be in no
other format other than the MS Word.
iv. Bids of only those Bidders will be evaluated, who meet the minimum eligibility
criteria as specified in the RFP.
v. The Bank may at its sole discretion appoint or take the help of professional consultant
to help the Bank in evaluation process.
vi. Bank may call for any additional information as may be required.
E. Evaluation of Bids
(For General / Standalone Health Insurance Company). Please (tick) as applicable
i. The Bid submitted by the bidders under the RFP will be evaluated by a committee of
the Bank. If required the Bank may engage the services of external consultants for
evaluation of the bid.
ii. The Technical Proposal/Evaluation of all the eligible Bidders for qualifying as
General Insurance Company shall be evaluated as per the below criteria (Maximum 75
marks)
Sr
No
Parameter Score
1 Business Parameter of the Bidders 26
No. of Years in Operation 8
Solvency Ratio 5
Tie-Ups with other banks 5
No. of Branches of the Bidders in the vicinity of the
Branches of the IDBI Bank as per list attached.
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2 Service parameter 19
Grievance Redressal 6
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Claim Ratio 8
No. of Manpower Mapped with IDBI Bank Branches 5
3 IRDAI Penalty 4
4 Products 6
6 Support parameter 20
Training & Marketing Support 4
Operations, Service and Claims Support 5
Technology MIS and Digitalization of Process. 6
Minimum 50% of location in 25 km vicinity area of IDBI
Bank Branches
5
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iii. The Technical Proposal of the bidders for qualifying as Health Insurance Company
shall be evaluated as per the below criteria (Maximum 75 marks)
Sr No Parameter Score
1 Business Parameter 29
No. of Years in Operation 8
Solvency Ratio 5
Individual Rate Premium 3
Bank Tie-Ups 5
No. of Branches of the Bidders in the vicinity of the
Branches of the IDBI Bank as per list attached.
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2 Service parameter 19
Grievance Redressal 6
Claim Ratio 8
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No. of Manpower Mapped with IDBI Branches 5
3 IRDAI Penalty 4
4 Products 4
6 Support parameter 19
Training & Marketing Support 4
Operations, Service and Claims Support 5
Technology MIS and Digitalization of Process. 5
Minimum 50% of location in 25 kms vicinity area of
IDBI Bank Branches
5
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75 marks are allotted for Technical Evaluation. Bidders scoring less than 60marks (cut-
off score) out of 75 marks in the technical evaluation shall not be considered for the
presentation process. In case there is only one Bidder having technical score of 60 or
more, the Bank may, at its sole discretion, also include Bidder with the next highest
technical score above a score of 40. In case, none of the participating Bidders qualify on
technical criteria and reach or exceed the cut-off score 60, the Bank, at its own sole
discretion, may qualify two Bidders on the basis of the top 2 scores with a minimum
score of 40. Bidders achieving minimum technical score as mentioned above will be
invited for a presentation on a specified date, time before the appointed committee by the
Bank. The decision of the Bank in this regard is final and binding on all the participating
Bidders. The presentation shall carry 25 marks. The successful Bidders will be intimated
about the date and time of presentation and will have to make their own travel and stay
arrangements at their own cost. Bank will not bear the cost towards the same.
iv. The presentation shall comprise of Distribution Plan / Road Map incorporating the
following aspects;
Marketing strategy
Distribution Plan to achieve the business & revenue projections for next 3 years as
indicated in the bid
Ability to customize products to cater to various segments of Bank‟s Clientele
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Sales / Manpower support
State wise business branch mapping with Bank‟s branches
Claim Servicing ( detailed Claim settlement process)
TAT ( Policy issuance & Claim settlement)
Training Capability
Risk mitigation for the Bank in terms of regulation compliance / against any
claims / complaints by the policy holder
Technological & MIS support
Grievance redressal mechanism.
V. A copy of the detailed presentation covering all the above aspects shall be shared with
the Bank.
VI. The Bidders will be ranked on the basis of the sum total of score i.e. technical score +
presentation score. The bidder with the highest total score (Marks for Technical
+Presentation) will be declared successful and shall be recommended for the Corporate
Agency Tie-up. After the identification of the successful Bidder, the Bank will follow the
internal procedure for necessary approval and thereafter proceed with the signing of
Corporate Agency Agreement. .
VII. The Bank reserves the right to accept or reject any bid or abort the entire RFP
process without assigning any reason whatsoever at any stage of the RFP, without
incurring any liability and the decision of the Bank shall be final and binding on the
participating Bidders.
F. Preparation of Bids
i. In preparing their Bids, Bidders are expected to examine in detail the documents
comprising the RFP. Material deficiencies in providing the information requested by the
Bank may result in rejection of Bid
ii.While preparing the Proposal, the Bidder must give particular attention to the
following:
(a) The data should be furnished strictly in accordance with the formats specified /
applicable among those mentioned in FORM 1 to FORM 16.
(b) All monetary numbers should be in Indian Rupees. Denomination in INR.
Crore is preferred for large numbers.
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(c) Annual numbers for Indian operations should be for financial year ending
March 31, 2020 unless otherwise specified.
(iii) Submission of the data in wrong type of formats will result in Proposal being
deemed nonresponsive.
G. Submission, Receipt, and Opening of Proposal
i. The original Bid shall contain no interlineations or overwriting, except as necessary to
correct errors made by the Bidders themselves. The person who has signed the proposal,
must authenticate such corrections by initial.
ii. An authorized representative who would be signing the Submission letter shall initial
all pages of the original Bid document with Company seal.
iii. The Bid document along with the data as per the formats mentioned in this RFP must
be submitted at IDBI Bank Corporate Office, in respective boxes by the date and time
mentioned in the Document Control Sheet , in a single sealed envelope duly super scribed
“ IDBI Bank - Request for Proposal for Corporate Agency Arrangement for General
/Standalone Health Insurance.” The Bidders while submitting the bid documents in a
single sealed envelope should tick the applicable insurance for which the proposal is
submitted. No proposal through mail or post will be accepted.
iv. The Bidders who would want to be present at the time of opening of bids may send
their representatives on the given date and time.
v. The Bank and its officials are bound by guidelines of governance and transparency in
process. The Bank has undertaken the RFP process to ensure that there is transparency
and fairness in the process of selection of suitable insurance partner and the Bank and its
customers get the best possible support and service to the extent permitted by IRDAI.
vi. From the time the Proposals are opened to the time the Bidders are shortlisted, the
Bidder should not contact the Bank or any officials of the Bank on any matter, except to
seek clarifications correspond to the quarries of the Bank in writing or email. Any effort
by the Bidders to influence the Bank in the examination, evaluation, ranking of proposals,
and recommendation for award shall result in the rejection of the Bidders Proposal. The
Bank reserves right to seek clarifications from the Bidders.
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SECTION -3
Other Terms and Conditions
1. Force Majeure:
Notwithstanding the above provisions, the successful bidder shall not be liable for
termination on account of default if and to the extent that the delay or failure to perform
its obligations under the Contract is the result of an event of Force Majeure. For purpose
of this clause, “Force Majeure” means an event beyond the control of the Bidder and not
involving the Bidder‟s fault or negligence and not foreseeable. Such events may include,
but are not restricted to, wars or revolutions and epidemics. If a Force Majeure situation
arises, the Bidder shall promptly notify the Bank in writing of such condition and the
cause thereof. Unless otherwise directed by the Bank in writing, the Bidder shall continue
to perform its obligations under the contract as far as is reasonably practical and shall
seek all reasonable alternative means of performance not prevented by the Force Majeure
event.
2. Corporate Agency Services:
“Corporate Agency Services” shall include (i) marketing, distribution and selling of the
General Insurance Products / Health Insurance Product through the Distribution Network;
(ii) soliciting or procuring general insurance / health insurance product business relating
to the continuance, renewal or revival of policies of insurance; and (iii) all such other
corporate agency services permitted to be rendered by composite Corporate Agent under
the License, the Insurance Act, IRDAI (Registration of Corporate Agents ) Regulations
2015 and any other Applicable Laws.
3. Confidentiality:
The Bank is bound by an agreement of confidentiality and secrecy with regard to the
dealings of all customers, particularly the borrowers. The successful Bidder shall take all
precautions necessary to keep the information shared by the Bank and /or came to the
knowledge of the successful Bidder as totally confidential and under no circumstances it
will be disclosed to any third party or competitors. The successful Bidder shall render
himself liable for disqualification/premature termination of contract apart from other
legal action as may be warranted for any laxity on its part. The Bank is entitled to be
indemnified by the Bidder for any loss/damage to reputation and / or for any breach of
confidentiality. The information referred to shall include but not restricted to any and
every information concerning the Bank and its customers which the Bidders comes to
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know only on account of its being associated with the Bank through the contract which
the Bidder otherwise would not have had access to. The Bidder shall also not make any
news release, public announcements or any other reference on RFP or contract without
obtaining prior written consent from the Bank. Any reproduction of this RFP by
photocopy /Photostat / Electronic or any other means is strictly prohibited without prior
consent of the bank.
4. Resolution of Disputes:
This RFP and contracts / agreements to be entered with successful Bidders shall be
governed in accordance with the laws of India and all disputes and controversies between
the Bank and the Bidder shall be subject to the exclusive jurisdiction of the Courts in
Mumbai and the parties agree to submit themselves to the jurisdiction of such court.
5. Period of Tie Up:
The empanelment / tie up between the successful bidders and the Bank shall be for a
period of three years, subject to provision of termination clauses and annual review by
the Bank.
6. Arbitration:
Any controversy related to the successful Bidders under and pursuant to the contracts
/agreements entered in terms of RFP between the Bank and the successful Bidders, the
interpretation thereof or its breach shall, if not resolved by mutual discussions between
the parties, be settled by binding arbitration in accordance with the Arbitration and
Conciliation Act, 1996. Arbitration shall be conducted in Mumbai in English language.
The Arbitral Tribunal shall be composed of one Arbitrator to be appointed by each party,
and a third Umpire appointed by such Arbitrators. Each party shall bear the costs, fees,
etc of the arbitrator nominated by them and shall equally bear the cost of the Umpire.
7. Audit and Inspection of Record:
All Bidder records with respect to any matter covered by this tender (RFP) shall be made
available to the Bank at any time during normal business hours, as often as Bank deems
necessary, to audit, examine, and make excerpts or transcripts of all relevant data.
8. Indemnity:
The successful Bidder shall indemnify the Bank its directors, employees, agents and
representatives from and against any costs, loss, damages, expense, claims, litigations
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(including fees of legal counsels and litigation costs), suits, actions, judgments, and or
otherwise including but not limited to those from any customer/third parties or liabilities
of any kind howsoever suffered, arising out of or incurred inter alia during and after the
empanelment of the Bidder including but not limited to third-party claims due to any
unauthorised, misleading, false or inaccurate information, delay and deficiency relation to
the general/health insurance products/policies which is sold/issued/given to the customer
and or general/health policyholder.
The successful Bidder shall also indemnify the Bank, its directors, employees, agents
and representatives against loss or liability, claims, actions or proceedings, if any,
whatsoever nature that may arise or caused to Bank through the action of selected
bidders‟ employees, agents, contractors, sub-contractors etc.
The indemnity survives the period of tie-up/empanelment.
9. Information Security:
The Bidder personnel shall follow the Bank‟s information security policy and instructions
in this behalf.
The Bidder shall ensure that the equipment / application / software being supplied shall
be free from malicious code (Viruses, Trojan, Spyware etc.) and shall be liable for any
loss (information, data, equipment, theft of Intellectual Property Rights, network breach,
sabotage etc.) incurred to the Bank arising due to activation of any such embedded
malware / malicious code. The Bidder shall further supply a certificate to the Bank in
Annexure 2.
The Bidder shall abide to the Information Security Policy (ISP) and Cyber Security
Policy (CSP) of the Bank (as amended from time to time), which will be shared by the
Bank with the empanelled bidder on need to know basis. The empanelled Bidder shall
ensure that the equipment/application/software supplied under the RFP shall be
complacent with the ISP and CSP at all times.
The Bidder shall make sure that the sensitive data (such as password, financial
information, biometric information, personal information etc.) shared by the Bank should
be kept within the geographical boundaries of India.
22
10. Non- Disclosure Agreement:
The Success Bidder before empanelment with the IDBI Bank has to enter into Non-
Disclosure Agreement as per the format at Annexure 3
11. Corporate Agency Agreement:
The Success Bidder before empanelment with the IDBI Bank has to enter into Corporate
Agency Agreement (Contract) as per the format at Annexure 4
12. Integrity Pact:
IDBI Bank has implemented Integrity Pact (IP) and has appointed Independent External
Monitors (IEMs) for the IP in consultation with Central Vigilance Commission to avoid
all forms of corruption by following a system that is fair, transparent and free from any
influence / prejudice dealings prior to, during and subsequent to the currency of the
Contract to be entered into for the purpose of this RFP. The Bidder is required to submit
adequately stamped & duly executed pre-contract Integrity Pact in line with Annexure
5 as a pre-requisite condition while submitting the bid.
13. Representation and Warranties:
The Bidders represents and warrants as of the date hereof the following:
i. That the Bidder is not involved in any major litigation, potential, threatened and
existing, that may have an impact of affecting or compromising to provide
insurance products / services under the Contract.
ii. That the representations made by the Bidder in its Bid are and shall continue to
remain true and fulfil all the requirements as are necessary for executing the
duties, obligations and responsibilities as laid down in the RFP and unless the
Bank specifies to the contrary, the Bidder shall be bound by all the terms of the
Bid.
iii. That all the representations and warranties as have been made by the Bidder with
respect to its Bid and Contract, are true and correct, and shall continue to remain
true and correct throughout the term of the Contract.
iv. That providing of insurance products/services herein is and shall be in accordance
and in compliance with all applicable laws.
v. That there are –
23
a) No legal proceedings pending or threatened against Bidder or any sub
Bidder/third party or its team which adversely affect/may affect performance
under the Contract; and
b) no inquiries or investigations have been threatened, commenced or pending
against Bidder or any sub-Bidder / third part or its team members by any
statutory or regulatory or investigative agencies.
vi. That the Bidder has the corporate power to execute, deliver and perform the terms
and provisions of the Contract and has taken all necessary corporate action to
authorize the execution, delivery and performance by it of the Contract.
That all conditions precedent under the Contract has been complied.
That neither the execution and delivery by the Bidder of the Contract nor the
Bidder‟s compliance with or performance of the terms and provisions of the
Contract (i) will contravene any provision of any applicable law or any order, writ,
injunction or decree of any court or governmental authority binding on the Bidder,
(ii) will conflict or be inconsistent with or result in any breach of any or the terms,
covenants, conditions or provisions of, or constitute a default under any
agreement, contract or instrument to which the Bidder is a Party or by which it or
any of its property or assets is bound or to which it may be subject or (iii) will
violate any provision of the Memorandum and Articles of Association of the
Bidder.
That the Bidder certifies that all registrations, recordings, filings and notarisations
of the Contract and all payments of any tax or duty, including without limitation
stamp duty, registration charges or similar amounts which are required to be
effected or made by the Bidder which is necessary to ensure the legality, validity,
enforceability or admissibility in evidence of the Contract have been made.
That the Bidder confirms that there has not and shall not occur any execution,
amendment or modification of any agreement/contract without the prior written
consent of the Bank, which may directly or indirectly have a bearing on the
Contract or the project.
That the Bidder owns or has good, legal or beneficial title, or other interest in, to
the property, assets and revenues of the Bidder on which it grants or purports to
grant or create any interest pursuant to the Contract, in each case free and clear of
any encumbrance and further confirms that such interests created or expressed to
be created are valid and enforceable.
That the Bidder owns, has license to use or otherwise has the right to use, free of
any pending or threatened liens or other security or other interests all Intellectual
24
Property Rights, which are required or desirable for the project and the Bidder
does not, in carrying on its business and operations, infringe any Intellectual
Property Rights of any person. None of the Intellectual Property or Intellectual
Property Rights owned or enjoyed by the Bidder or which the Bidder is licensed to
use, which are material in the context of the Bidder‟s business and operations are
being infringed nor, so far as the Bidder is aware, is there any infringement or
threatened infringement of those Intellectual Property or Intellectual Property
Rights licensed or provided to the Bidder by any person. All Intellectual Property
Rights (owned by the Bidder or which the Bidder is licensed to use) are valid and
subsisting. All actions (including registration, payment of all registration and
renewal fees) required to maintain the same in full force and effect have been
taken thereon and shall keep the Bank indemnified in relation thereto
14. Relationship of parties
i. Nothing in this Contract constitutes any fiduciary relationship between the Bank
and Bidder/Bidder‟s Team or any relationship of employer – employee, principal
and agent, or partnership, between IDBI Bank and Successful Bidder.
ii. No Party has any authority to bind the other Party in any manner whatsoever,
except as agreed under the terms of the Contract.
iii. IDBI Bank has no obligation to the successful Bidder, except as agreed under the
terms of the Contract.
iv. All employees/personnel/ representatives/agents etc., engaged by the Successful
Bidder for performing its obligations under the Contract/RFP shall be in sole
employment of the Successful Bidder and the Successful Bidder shall be solely
responsible for their salaries, wages, statutory payments etc. Under no
circumstances, shall IDBI Bank be liable for any payment or claim or
compensation (including but not limited to any compensation on account of any
injury / death / termination) of any nature to the
employees/personnel/representatives/agent etc. of the Successful Bidder.
15. NO ASSIGNMENT
The empanelment cannot be transferred or assigned by the Bidder without the prior
written approval of the Bank.
25
16. NO RIGHT TO SET OFF
In case the Bidder has any other business relationship with the Bank, no right of set-off,
counter-claim and cross-claim and or otherwise will be available under this empanelment
to the Bidder for any payments receivable under and in accordance with that business.
17. PUBLICITY
The Bidder is not permitted to make any public announcement or media release about any
aspect of empanelment unless the Bank first gives the Bidder its written consent.
18. CONFLICT OF INTEREST
The Bidder shall disclose to the Bank in writing, all actual and potential conflicts of
interest that exist, arise or may arise (either for the Bidder or the Bidder‟s team) in the
course of performing the services / empanelment as soon as practical after it becomes
aware of that conflict.
26
SECTION -4
Annexure -1
A: Minimum Eligibility Criteria – General Insurance Companies (To be filled by
Bidders)
Sr.N
o.
Eligibility Criteria Criteria Met
By Bidder
(YES / NO)
Document to be
Submitted
1 The Bidder should have
valid IRDAI license for
procuring insurance
business in India and
should have been
registered with IRDAI
under General Insurance
category.
Copy of License
2 The Bidder should have
been in operation for
more than 5 years in
INDIA
Certificate of Incorporation
Balance sheet and profit &
loss A/C for last 5 years.
3 The Bidder should have a
minimum solvency ratio
of 1.5 as on 31.3.2020
CA certified solvency
certificate.
4 The Bidder should have
minimum 50% of Branch
Locations in the 25 Kms
area vicinity of IDBI
Bank Branch as per the
location annexure.
Self-undertaking by
Insurance companies by
mapping their Branches
with IDBI Bank Branch as
per the location annexure
and the same should be in
the vicinity of 25 km‟s area.
27
6 The Bidder should have
minimum claim
settlement ratio of 85%
as on 31.03.2020
IRDAI certificate
7 Authorized
representative of the
Bidder has given
undertaking in Form 1
duly signed and stamped.
Undertaking Form 1
8 The bidder should have
at least 100/200/300..500
branches across India as
on 31.03.2020
Undertaking
9 The bidder should have
tie up with at least three
banks out of which,
minimum two (02) PSB.
Undertaking
Place: With Seal of Company
Date: (Authorized Signatory)
Name…………………….
Designation………………….
28
B: Minimum Eligibility Criteria – Standalone Health Insurance Companies (To be
filled by Bidders)
Sr.N
o.
Eligibility Criteria Criteria Met
By Bidder
(YES / NO)
Document to be
Submitted
1 The Bidder should have
valid IRDAI license for
procuring insurance
business in India and
should have been
registered with IRDAI
under General Insurance
category.
Copy of License
2 The Bidder should have
been in operation for
more than 5 years in
INDIA
Certificate of Incorporation
Balance sheet and profit &
loss A/C for last 5 years.
3 The Bidder should have a
minimum solvency ratio
of 1.5 as on 31.3.2020
CA certified solvency
certificate.
4 The Bidder should have
minimum 50% of Branch
Locations in the 25 Kms
area vicinity of IDBI
Bank Branch as per the
location annexure.
Self-undertaking by
Insurance companies by
mapping their Branches
with IDBI Bank Branch as
per the location annexure
and the same should be in
the vicinity of 25 km‟s area.
29
6 The Bidder should have
minimum claim
settlement ratio of 85%
as on 31.03.2020
IRDAI certificate
7 Authorized
representative of the
Bidder has given
undertaking in Form 1
duly signed and stamped.
Undertaking Form 1
8 The bidder should have
at least 100/200/300..500
branches across India as
on 31.03.2020
Undertaking
9 The bidder should have
tie up with at least three
banks out of which,
minimum two (02) PSB.
Undertaking
Date: With Seal of Company
Place: (Authorized Signatory)
Name……………………...
Designation………………….
30
Form 1
UNDERTAKING BY THE BIDDER
To
The Deputy General Manager
IDBI Bank Limited
--------------------------
Dear Sir,
Sub : RFP for Corporate Agency Arrangement for General/Standalone Health
Insurance Business.
I/We, the undersigned are duly authorized to represent and act on behalf of the Bidder in
terms of the enclosed Board Resolution at Schedule 1.
1. Having reviewed and fully understood all information provided in the RFP dated
February 19, 2020 issued by the Bank, I/We the Bidder is hereby submitting the Bid.
As required we are enclosing the following
i. Duly signed Bid as per the RFP
ii. Other details and supporting documents (as applicable) in response to the
requirements outlined in the RFP.
2. Our Bid is unconditional, valid and open for acceptance by Bank up until 180 days
from the last date of submission of the RFP.
3. We undertake that we shall make available to the Bank, any additional information /
clarification it may find necessary or require to supplement or authenticate the Bid.
4. We hereby agree, undertake and declare as under:
i. We have examined the RFP document and have no reservations with respect to the
same.
ii. Our Bid is in all respects, compliant with the requirement of the RFP. Without
prejudice to the foregoing, notwithstanding any qualifications or conditions,
whether implied or otherwise, contained in our Bid, we hereby represent and
31
confirm that our Bid is unqualified and unconditional and is without any
deviations, conditions or any assumptions in all respects.
iii. Notwithstanding any qualifications or conditions, whether implied or otherwise,
contained in our Bid, we hereby agree and undertake to keep this Bid valid and
open for acceptance without unilaterally varying or amending its terms for the
period, including any extended period, as specified in accordance with the RFP.
iv. We declare that in the event the Bank discovers anything contrary to our above
declarations, it is empowered to forthwith disqualify us and our Bid.
v. We undertake that in case due to any change in facts or circumstances or
applicable law during the Bidding process, we are disqualified in terms of the
RFP, we shall intimate the Bank of the same immediately.
vi. We further declare that we have not been declared ineligible for corrupt or
fraudulent practices in any bid process and have-not been blacklisted by any bank
or regulatory authority. We confirm that the Bank and its authorized
representatives are hereby authorized to conduct any inquiry or investigation to
verify the veracity of the statements, documents , and information submitted in
connection with this Bid and to seek clarifications from our employees and clients
regarding any financial and technical aspects.
vii. This letter will also serve as authorization to any individual or authorized
representative of any entity referred to in the supporting information, to provide
such information deemed necessary and requested by IDBI Bank to verify
statements and information provided in this Bid, or with regard to our resources,
experience, and competence.
viii. We hereby irrevocably waive any right which we may have at any stage at law or
howsoever otherwise arising to challenge or question any decision taken by the
Bank in connection with the selection of the Bidder, or in connection with the
Bidding process itself, in respect of the above mentioned Proposed Tie-up and the
terms and implementation thereof. We are aware that the decision of IDBI Bank
taken in respect of any issues is final and binding on us.
ix. This letter also serves on authority to the Bank to furnish any information related
to the Bidder in relation to the proposed Corporate Agency Arrangement to any
Regulatory/ Statutory authority in India to which the Bank & its proposed
Corporate Agency Arrangement is subjected to.
5. We understand that
i. All information submitted under this Bid shall remain binding upon us
ii. The Bank may in their absolute discretion reject or accept any Bid at any stage
without assigning any reason.
32
iii. We acknowledge the Right of the Bank to reject, our Bid without assigning any
reason for the Proposed Tie-up and reject all proposals. Otherwise and hereby
waive our right to challenge the same on any account whatsoever.
iv. Bank is not bound to accept any Bid that it may receive after the last date of
submission of the Bid.
6. We acknowledge that the Bank will be relying on the information provided in the Bid
and the documents accompanying such Bid for selection of the Bidders and we
declare that all statements made by us and all the information pursuant to this letter
are complete, true and accurate to the best of our knowledge and belief.
7. We hereby unconditionally undertake and commit to comply with the timelines as
specified in terms of the RFP or as extended by the Bank from time to time at its sole
discretion.
8. This Bid shall be governed by and construed in all respects according to the laws of
India. Courts of Mumbai, India, shall have exclusive jurisdiction in relation to any
dispute arising from the RFP, this Bid and the Bid process.
9. All the terms used herein but not defined, shall have the meaning as ascribed thereto
under the RFP.
We confirm that we are complying with the IRDAI guidelines.
Name of the Bidder:
Signature of the authorized person:
Name of the authorized person:
Company rubber stamp / seal:
33
Form 2 Organization Snapshot
(For General / Standalone Health Insurance Company). Please (tick) as applicable
[To be submitted on the company’s letter head and signed by the Authorized
signatory with seal]
1 Name of the Company
2 Complete Address with Tel No. &
Website(for further communication)
3 Name, Designation, Contact No. & Email
ID of the official for any communication in
relation to the Bid
4 Names of the JV partners & % of stake held
by each as at 31.3.2020
5 Year of Establishment
6 Month & Year of Business Commencement
7 IRDAI License No and Date
8 PAN no
9 GST Registration Number
10 Number of business Branches as at
31.3.2020 (no of branches state wise)
11 Financial Information ( Rs. In Cr)
2017-18 2018-19 2019-20
A Invested Capital
B Operating profits /(Loss)
C Profit /(loss) after Tax
d Accumulated Profit /(loss)
34
e Solvency Ratio (in %)
f Combined Ratio
g Net worth
12 Business Information
a Number of Policies issued
b Gross Written Premium (in Cr.)
c Corporate Agents( Banks)
d Corporate Agents (Others)
e Brokers
f Web Sales
g Direct Sales
h Individual Agents
I Others
J Segment wise business (in Cr.)
Fire
Marine
Motor
Health
Others
13 Claims Paid (In cr.)
14 Claims Disposal Ratio
A Claim Disposal Turn Around Time ( Days)
35
15 IRDAI Penalty & Warnings –Yes / No
A If yes, Details of Penalty /warning. Amount
of Penalty & Reasons for Penalty
16 Grievance Redressal
a No of Grievance o/s at the start of the year
b No of Grievance received during the year
C No of Grievances Resolved during the year
d No of o/s Grievance at the end of the year
17 Business & Revenue Projections for the Bank
Year 2021-22 2022-23 2023-2024
A No of Policies
B Gross Written Premium (In Cr.)
c Revenue for the Bank (In Cr.)
18 Key Support Areas
Support
a Manpower
B Training
C Marketing
D Operational & Service
E Claims
F Technology
G MIS
H Grievance Redressal
36
I Risk Mitigation
J Others(please Specify)
We have read and understood the terms and conditions of the RFP and express our
agreement to them and confirm that decisions of IDBI Bank with regard to the RFP will
be binding on us.
The information contained in the bid sheet is correct to the best of our knowledge and
belief. We further confirm that our Company is in a position to comply with all the
requirements of the RFP.
All the copies of documents supporting the details specified in the RFP are attached. We
confirm that we have not been barred/blacklisted/disqualified by any Regulatory /
Statutory body in India and we understand that if any false information is detected at a
later date, the assignment shall be cancelled at the discretion of the Bank.
We declare that the Key personnel in the Company who are associated with the
“Corporate Agency Tie-Up with s IDBI Bank in (General/ Standalone Health) Insurance
business” are not related to the Executives of IDBI Bank in Scale IV and above.
Place: With Seal of Company
Date: (Authorized Signatory)
Name…………………….
Designation………………….
37
Form 3
Organization Details
A. Please provide the list of All Board of Directors as on Date with a brief
background of each.
B. Please provide the organization chart as on Date showing the structure of
respective Functional heads.
C. Please provide the structure & hierarchy of Bancassurance Department as on Date
D. Please provide the list of Top Management Executives as on Date with their
Names, Designation & Email ID‟s in the format as given below
Name Designation Email ID
E. Please provide the number of business branches as on 31.3.2020 in each State or
Union Territory as per the format given below
State / Union Territory No of Business Branches
Place: With Seal of Company
Date: (Authorized Signatory)
Name…………………….
Designation………………….
38
Form 4 Product & Commission
[To be submitted on the company’s letter head and signed by the Authorized
signatory with seal]
Name of the
Product
Product
Category
Maximum
Commission
approved by
IRDAI
Maximum
Commission
offered to the
Bank*
*Within the permissible IRDAI regulations and guidelines
Place: With Seal of Company
Date: (Authorized Signatory)
Name…………………….
Designation………………….
39
Form 5 Channel wise breakup
(For General / Standalone Health Insurance Company). Please (tick) as applicable
[To be submitted on the company’s letter head and signed by the Authorized
signatory with seal]
Particulars
Gross premium
2017-18 2018-19 2019-20
Agency
Corporate
Agent(Banks)
Corporate Agent
(others)
Brokers
Web Sales
Direct Sales
Others
Total
*Till 31.3.2020
Place: With Seal of Company
Date: (Authorized Signatory)
Name…………………….
Designation………………….
40
Form 6-Segment Wise Businesses
[For General Insurance Companies]
Please provide the segment wise Business break up for last 5 financial years in the format
as given below:
Place: With Seal of Company
Date: (Authorized Signatory)
Name…………………….
Designation………………….
Period Fire Marine Motor Prop
erty
Engineering Liabilit
y
Miscellaneo
us and
Others
Total
FY 2015-16
FY 2016-17
FY 2017-18
FY 2018-19
FY2019-20
41
Form 7 Segment Wise Business
[For Standalone Health Insurance Company]
[To be submitted on the company’s letter head and signed by the Authorized
signatory with seal]
Please provide segment wise break up of Business for last 3 financial years in the format
given below
Place: With Seal of Company
Date: (Authorized Signatory)
Name…………………….
Designation………………….
Period Comprehensive
Care
Family
Floater
Personal
Accident
Travel Group
Mediclaim
Others
(If Any)
Total
FY
2017-18
FY
2018-19
FY2019-
20
42
Form 8-Claim Settlements
(For General / Standalone Health Insurance Company). Please (tick) as applicable
[To be submitted on the company’s letter head and signed by the Authorized
signatory with seal]
Particulars
FY 2017-18 FY 2018-19 FY 2019-20
No of
Policies
Amount
of Claim
No of
Policies
Amount
of Claim
No of
Policies
Amount
of Claim
Claims
pending at
start of the
year (A)
Claims
intimated
/booked
(B)
Total
Claims ( C
= A+B)
Claims
Paid ( D)
Claims
Repudiated
( E)
Claims
written
back ( F)
Claims
pending at
the end of
the year ( G
43
= C-D-E-F)
Ageing of claims by business lines as of 31.03.2020. Please give ageing of settled
claims in given below format
1 Month 1 – 3
Months
3- 6
Months
6-12
Months
>1 year Total No
of claims
paid
Total
amount of
claims
paid
( Rs lakh)
Place:
Date: (Authorized Signatory)
With Seal of Company
Name…………………….
Designation………………….
44
Form 9 - IRDAI Penalty Warning
(For General / Standalone Health Insurance Company). Please (tick) as applicable
[To be submitted on the company’s letter head and signed by the Authorized
signatory with seal]
Has the Bidder been ever penalized by IRDAI? (YES /NO)
Please provide the details for last 5 FY in the format given below
Period Penalty / Warning Amount of Penalty
if Applicable
Details Reasons for
Penalty
FY 2015-16
FY 2016-17
FY 2017-18
FY 2018-19
FY 2019-20
Place:
Date: (Authorized Signatory)
With Seal of Company
Name…………………….
Designation………………….
45
Form 10- Grievance Redressal
(For General / Standalone Health Insurance Company). Please (tick) as applicable
[To be submitted on the company’s letter head and signed by the Authorized
signatory with seal]
Please provide the data pertaining to grievance redressed in the format given below for
last 3 financial years
Period
Opening
balance of
Grievances c/f
No of
grievances
reported
during the year
No of
grievances
resolved
during the year
No of
grievances
pending at the
end of the year
FY 2017-18
FY 2018-19
FY 2019-20
Place:
Date: (Authorized Signatory)
With Seal of Company
Name…………………….
Designation………………….
46
Form 11
Distribution Parameters
(For General /Standalone Health Insurance Company). Please (tick) as applicable
[To be submitted on the company’s letter head and signed by the Authorized
signatory with seal]
Does the bidder have a dedicated Banc assurance Team? (YES/NO)
Please provide the list of Banks /NBFC‟s acting as Corporate Agent for the organization
as on 31.3.2020.
Corporate Agency sales force ( No of Staff)
Corporate Agent—Banks
Name of the Bank
Total Premium
(FY 2019-20)
Corporate Agent of Bidder since
1
2
3
4
Corporate Agent – Others
Name of the Organization
Total premium
( FY 2019-20)
Corporate Agent of Bidder Since
1
2
3
4
Place:
Date: (Authorized Signatory)
With Seal of Company
Name…………………….
Designation………………….
47
Form 12 Business & Revenue Estimate
(For General / Standalone Health Insurance Company). Please (tick) as applicable
[To be submitted on the company’s letter head and signed by the Authorized
signatory with seal]
Please provide the Estimated potential for next 3 years that M/s IDBI Bank holds to do
insurance Business and earn revenue from the same
Year 1 Year 2 Year 3
NOP‟s
Gross Direct
Premium
Revenue to the
Bank
Please provide a detailed Business Strategy & Road Map for the Bank to achieve the
same.
Please provide a road Map how the company will penetrate into the untapped sources of
the customers base of the Bank
Place:
Date: (Authorized Signatory)
With Seal of Company
Name…………………….
Designation………………….
48
Form 13
Support
(For General / Standalone Health Insurance Company). Please (tick) as applicable
[To be submitted on the company’s letter head and signed by the Authorized
signatory with seal]
Please elaborate on the kind of support that Bidder will provide to the Bank on each of
the parameters as listed below. The Bidder may feel free to add any other support that it
may wish to provide to the Bank which will helps in increasing the Business & Revenue.
Kindly note that this does not refer to commercial support or payment. The support
committed below should be in line with IRDAI guidelines to help the bank increase
insurance business and insurance coverage suited to customer needs.
Sl
No
Support Remarks
1 Manpower
2 Training
3 Marketing
4 Operational activities
5 Claims & Service
6 Technology
7 MIS
8 Any other Support ( please Specify)
Place:
Date: (Authorized Signatory)
With Seal of Company
Name…………………….
Designation………………….
49
Form 14
Hospital Network (For Standalone Health Insurance only) as on 31.03.2020
[To be submitted on the company’s letter head and signed by the Authorized
signatory with seal]
Name of the State No of Hospitals on Panel No of Hospitals
providing cashless
facilities
50
Place:
Date: (Authorized Signatory)
With Seal of Company
Name…………………….
Designation………………….
51
Form 15
Third party Administrator (for Standalone Health Insurance only)
[To be submitted on the company’s letter head and signed by the Authorized
signatory with seal]
Do you have a in house TPA or are the services out sources?
Sl
No
Name
of the
TPA
No of Hospitals at
the beginning of the
year(01.04.2019)
No of
Hospitals
added to the
network
during the year
(2019-20)
No of
Hospitals
withdrawn or
removed till
31.3.2020
Total number of
Hospital in the
network as
on31.3.2020
Declaration:
All the information furnished by us here above is correct to the best of knowledge
and belief.
We have no objection if enquires are made about the work listed by us in the
accompanying sheets / annexure.
We agree that the decision of M/s IDBI Bank in selection process will be final and
binding on us.
52
We confirm that we have not been barred / blacklisted / disqualified by any
Regulators / Statutory body in India.
We understand that if any false information is detected at a later date, the
assignment shall be cancelled at the discretion of M/s IDBI Bank.
Place:
Date: (Authorized Signatory)
With Seal of Company
Name…………………….
Designation………………….
53
Schedule 1
Form of Board Resolution
CERTIFIED TRUE COPY OF THE MEETING OF THE BOARD OF
DIRECTORS OF [BIDDER] HELD ON [] AT [].
“RESOLVED THAT” * + and* + ,Directors / Officers of [Bidder] , whose specimen
signature appear below , be and are hereby jointly and severally authorized to so all such
acts, deeds and things as are necessary or required in connection with or incidental to
submission of our Bid and finalization of our tie –up with the IDBI Bank ,in response to
the “Request For Proposal for Corporate Agency Arrangement‖dated February 19,
2021 issued by the Bank, on behalf of the Company, including but not limited to signing
and submitting all applicants, Bids and other documents and writings, participating in
Bidders‟ and other conferences and providing information /responses to the Bank,
representing the Company in all matters before the Bank and generally dealing with the
Bank in all matters in connection with or relating to or arising out of our Bid and the Bid
process and is authorized to negotiate and conclude the tie up.
Specimen Signature
---------------------------------
Name:
Designation:
Specimen Signature
---------------------------------
Name:
Designation:
Certified true copy for and on behalf of [Bidder].
Signature of the Authorized Person with date
Name of the Authorized Person
Company rubber stamp /seal.
54
ANNEXURE- 2
INFORMATION SECURITY CERTIFICATE
(This certificate is to be rendered on Letterhead of the Bidder)
This is to certify that–
1. Hardware and the software/future upgrades being offered do not contain any kind of
malicious code such as Viruses, Trojan, and Spyware that would:-
(a) Obstruct the desired and the designed function of hardware.
(b) Cause physical damage to the user or their equipment during the usage of the
equipment.
(c) Tap the information regarding network, users and information stored on the network
of the Bank or in its CBS Platform or otherwise.
(d) Culminate into software attack, theft of intellectual property rights, identity theft, theft
of equipment or information, sabotage & information extortion;
2. We undertake to be liable in case of any loss that may be caused to the Purchaser due
to the breach of any of the aforesaid assurances & representations and also for any
physical damage, loss of information, loss of reputation and those relating to copyright
and Intellectual Property Rights (IPRs), caused due to activation of any such malicious
code in the hardware / software supplied.
3. We shall make sure that the sensitive data (such as password, financial information,
biometric information, personal information, customer data, images for data entry shared
by the Bank etc.) shared by the Bank will be kept within the geographical boundaries of
India. These information/ data/ images will never travel to any network or system outside
geographical boundaries of India.
Place:
Date: (Authorized Signatory)
With Seal of Company
Name…………………….
Designation………………….
55
ANNEXURE 3
NON-DISCLOSURE AGREEMENT
(To be submitted on Rs.100/- stamp paper by the Successful Bidder)
This Non-Disclosure Agreement entered into between IDBI Bank Limited, a company within the
meaning of Section 2(20) of the Companies Act, 2013 (18 of 2013) and a banking company
within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949), with
Corporate Identity No. L65190MH2004GOI148838 and having its registered office at IDBI
Tower, WTC Complex, Cuffe Parade, Mumbai 400005 (hereinafter called “the Corporate Agent
/ the Bank” which expression shall unless it be repugnant to the subject, context or meaning
thereof be deemed to mean and include its successors and assigns) of the ONE PART
AND
……………. (Name of Bidder ) of …………………… (Please specify the registered office of the
bidder) (Hereinafter called “the Company ” which expression shall unless it be repugnant to the
subject, context or meaning thereof shall be deemed to mean and include its successors and
permitted assignees) of the OTHER PART;
The Bidder and the Corporate Agent are hereinafter collectively referred to as “Parties” and
individually as a “Party”.
WHEREAS
A. The Company is registered under the provisions of the Companies Act ------ and as an
Insurance Company under the Insurance Act 1938 and the Insurance Regulatory Development
Authority of India (IRDAI) has granted it license to carry on General Insurance Business in India
/ Health Insurance Business in India.
B. The Corporate Agent is duly licensed by IRDAI vide License No CA __________ and is
authorized to act as a Corporate Agent under the Applicable Laws including the IRDAI
Corporate Agents Regulations to act as a Corporate Agent.
56
C. The Corporate Agent has agreed to act as the Corporate Agent of the Company and
provide Corporate Agency Services to the Company in the manner agreed herein; and
D. Accordingly, the Company and the Corporate Agent have entered Corporate Agency
Agreement dated ___________ to develop a profitable General Insurance Business / Health
Insurance Business of the Company upon the terms and subject to the conditions set out in this
Agreement.
E. WHEREAS, the Parties are aware and confirms that the information, data, drawings and
designs and other documents of each Party made available, come into contact to the Other Party
during the period of Corporate Agency Agreement and thereafter regarding the services as
furnished and all the Confidential Information is privileged and strictly confidential and/or
proprietary of respective Party,
NOW THEREFORE, in consideration of the foregoing, the Party agrees to all of the following
conditions, to grant specific access to property/information and other data to other Party.
It is hereby agreed as under:
a) The Parties agree that they shall hold in trust any Confidential Information received by either
party, under Corporate Agency Agreement, and the strictest of confidence shall be maintained in
respect of such Confidential Information. The parties also agree and undertake to:
(i) maintain and use the Confidential Information only for the purposes of Corporate Agency
Agreement and only as permitted herein;
(ii) make copies as specifically authorized by the prior written consent of the other party and
with the same confidential or proprietary notices as may be printed or displayed on the original;
57
(iii) restrict access and disclosure of confidential information to such of their employees, agents,
vendors, and contractors strictly on a “need to know” basis, to maintain confidentiality of the
Confidential Information disclosed to them in accordance with this clause; and
(iv) treat Confidential Information as confidential for a period of three (3) years from the date of
receipt. In the event of earlier termination of this Contract, the Parties hereby agree to maintain
the confidentiality of the Confidential Information for a further period of [two (2)] years from the
date of such termination.
b) Confidential Information in oral form must be identified as confidential at the time of
disclosure and confirmed as such in writing within 30 days of such disclosure. Confidential
Information does not include information which:
(i) the recipient knew or had in its possession, prior to disclosure, without limitation
on its confidentiality;
(ii) is independently developed by the recipient without breach of this Contract;
(iii) is the public domain;
(iv) is received from a third party not subject to the obligation of confidentiality with
respect to such information;
(v) is released from confidentiality with the prior written consent of the other party.
The recipient shall have the burden of proving hereinabove are applicable to the information in
the possession of the recipient.
c) Notwithstanding the foregoing, the Parties acknowledge that the nature of the services to be
performed under Corporate Agency Agreement may require the Company‟s personnel to be
present on premises of Corporate Agent may require to have access to computer networks and
databases of Corporate Agent while on or off premises of Corporate Agent. It is understood that
it would be impractical for Corporate Agent to monitor all information made available to the
Company‟s personnel under such circumstances and to provide notice to the Company of the
confidentiality of all such information. Therefore, the Company agrees and undertakes that any
technical or business or other information of Corporate Agent that the Company‟s personnel, or
58
agents acquire while on Corporate Agent premises, or through access to Corporate Agent
computer systems or databases while on or off Corporate Agent premises, shall be deemed
Confidential Information.
d) Confidential Information shall at all times remain the sole and exclusive property of the
disclosing party. Upon termination of this Contract, confidential information shall be returned to
the disclosing party or destroyed, if incapable of return. The destruction shall be witnessed and
so recorded, in writing, by an authorized representative of each of the parties. Nothing contained
herein shall in any manner impair or affect rights of Bank in respect of the Confidential
Information.
e) In the event that any of the parties hereto becomes legally compelled to disclose any
Confidential Information, such party shall give sufficient notice to the other party to enable the
other party to prevent or minimize to the extent possible, such disclosure. Neither party shall
disclose to a third party any Confidential Information or the contents of this Contract without the
prior written consent of the other party. The obligations of this Clause shall be satisfied by
handling Confidential Information with the same degree of care, which the receiving party
applies to its own similar confidential information but in no event less than reasonable care. The
obligations of this clause shall survive the expiration, cancellation or termination of this
Contract.
The provisions herein above shall survive termination of the Contract.
Authorised Signatory
Name:
Designation:
Office Seal:
Place :
Date :
Accepted –
Bank
59
ANNEXURE 4
DATED THIS ______ DAY OF __________2021
_________________________
AND
IDBI BANK LIMITED
CORPORATE AGENCY AGREEMENT
CORPORATE AGENCY AGREEMENT
This CORPORATE AGENCY AGREEMENT (“Agreement”) made at Mumbai on this [
] day of [____________], 2021
BETWEEN
---------------------------------------------, a company incorporated and registered under the
Companies Act, ------------------------------------------, having its registered office at "----------------
-------------------- (hereinafter referred to as the “Company” which expression shall, unless it be
60
repugnant to the context and meaning thereof, be deemed to mean and include its successors and
assigns) of the ONE PART,
AND
IDBI Bank Limited, a company within the meaning of Section 2(20) of the Companies Act, 2013
(18 of 2013) and a banking company within the meaning of Section 5 (c) of the Banking
Regulation Act, 1949 (10 of 1949), with Corporate Identity No. L65190MH2004GOI148838 and
having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai 400005
(hereinafter called “Corporate Agent / IDBI Bank /the Bank which expression shall unless it be
repugnant to the subject, context or meaning thereof be deemed to mean and include its
successors and assigns) of the OTHER PART;
The Company and the Corporate Agent are hereinafter collectively referred to as “Parties” and
individually as a “Party”.
WHEREAS
A. The Company is registered under the provisions of the Companies Act ------ and is an
Insurance Company under the Insurance Act 1938 and the Insurance Regulatory Development
Authority of India(IRDAI) has granted it license to carry on General Insurance Business in India
/ Health Insurance Business in India.
B. The Corporate Agent is duly licensed by IRDAI vide License No CA 0135 and is authorized
to act as a Corporate Agent under the Applicable Laws including the IRDAI Corporate Agents
Regulations to act as a Corporate Agent.
C. The Corporate Agent has agreed to act as the Corporate Agent of the Company and provide
Corporate Agency Services to the Company in the manner agreed herein; and
D. Accordingly, the Company and the Corporate Agent have agreed to enter into this Agreement
61
to develop a profitable General Insurance Business / Health Insurance Business of the Company
upon the terms and subject to the conditions set out in this Agreement.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY MUTUALLY
AGREED, DECLARED, CONFIRMED AND RECORDED BY AND BETWEEN THE
PARTIES HERETO AS FOLLOWS:
1. DEFINITIONS AND/ INTERPRETATIONS
1.1. Definitions
1.1.1. The following words and terms, whenever used in this Agreement, unless repugnant to
the meaning or context thereof, shall have the respective meanings set forth below:
(a) “Authority “ means the Insurance Regulatory and Development Authority of
India established under the provisions of Section 3 of the Insurance Regulatory and Development
Authority Act , 1999(41 of 1999)
(b) “Commission” means the commission rates as agreed between the Company and
the Corporate Agent from time to time on a product by product basis taking into account market
terms and conditions, and Applicable Law on an arms‟ length basis and which shall be payable
to the Corporate Agent for sales of the Product(s) by the Corporate Agent;
(c) “Corporate Agent means a corporate agent who holds a valid certificate of
registration to act as such, issued by the Authority for solicitation and procurement of Insurance
Business and as specified in clause 2(f) of the IRDAI (Registration of Corporate Agents)
Regulations 2015, and for the purpose of this Agreement, Corporate Agent shall mean IDBI
Bank.
(d) “Corporate Agency Services” shall include (i) marketing, distribution and
62
selling of the General Insurance Products / Health Insurance Product through the Distribution
Network; (ii) soliciting or procuring general insurance / health insurance product business
relating to the continuance, renewal or revival of policies of insurance; and (iii) all such other
corporate agency services permitted to be rendered by Corporate Agent under the License, the
Insurance Act, IRDAI (Registration of Corporate Agents ) Regulations 2015 and any other
Applicable Laws.;
(e) ―Principal Officer” of a Corporate Agent means a director, any other officer or
employee so designated by it and approved by IRDAI, exclusively appointed to supervise the
activities of Corporate Agent and who possess the requisite qualifications and practical training
and has passed examination as required under these Regulations
(f) ―Effective Date‖ shall be the date of appointment of the Corporate Agent as
mentioned in Clause 2 of this Agreement;
(g) ―Employees‖ means the Specified Person(s) and other persons in the employment
of the Corporate Agent authorized to sell and market General Insurance Products/Health
Insurance Products permitted under Applicable Laws;
(h) ―Insurance Act‖ shall mean the Insurance Act, 1938 and the Insurance Rules,
1939 made there under;
(i) ―Insurance Advertisement” shall mean and include any communication directly
or indirectly related to a policy and intended to result in the eventual sale or solicitation of policy
from the customers of Corporate Agent, and shall include all forms of printed and published
materials or any other material defined in the Insurance Regulatory and Development Authority
(Insurance Advertisements and Disclosure) Regulations, 2000 and the Master Circular of 2015
on Insurance Advertisement issued by IRDAI and such other amendments as may be made from
time to time;
(j) ―IRDAI‖ shall mean Insurance Regulatory and Development Authority of India
63
established under the provisions of Section 3 of the Insurance Regulatory and Development
Authority Act , 1999(41 of 1999) and includes its any successor organization or Governmental
Authority;
(k) ―IRDAI Act‖ shall mean the Insurance Regulatory and Development Authority
Act, 1999 , as now enacted or as the same may from time to time be amended, re-enacted or
replaced and rules and regulations made thereunder;
(l) ―IRDAI Corporate Agents Regulations‖ shall mean Insurance Regulatory and
Development Authority (Registration of Corporate Agents) Regulations 2015 , as now enacted or
as the same may from time to time be amended, re-enacted or replaced;
(m) ―License‖ shall mean the certificates of license granted to the Corporate Agent to
act as a composite corporate agent under the IRDAI Corporate Agent Regulations;
(n) “Products” or “General Insurance Products” / ― Health Insurance Products‖
shall mean the products created, developed and/or offered by the Company;
(o) “Regulations” means Insurance Regulatory and Development Authority of
India(Registration of Corporate Agent) Regulations, 2015
(p) ―Specified Person (SP)‖ shall mean one or more of the officers or employees so
designated by the Corporate Agent, who has undergone the practical training, examination
certification and who is responsible for procuring and soliciting General/Health Insurance
Business and selling General/Health Insurance Products for and behalf of the Corporate Agent;
1.2. Interpretations
In construing the Agreement:
64
1.2.1. time is the essence in the performance of the Parties‟ respective obligations. If any time
period specified herein is extended in writing by the Parties, such extended time shall also be of
the essence;
1.2.2. unless the context otherwise requires, words importing the singular shall include the
plural and vice versa and words denoting any gender shall include all genders;
1.2.3. section headings are for reference only and shall not affect the construction or
interpretation of this Agreement;
1.2.4. references to Recitals, Sections and Schedules are references to Recitals, Sections and
Schedules of and to this Agreement, unless specified otherwise;
1.2.5. wherever the context so demands the references to a Party to this Agreement includes
references to its successors or permitted assigns (immediate or otherwise) of that Party and
reference to agreements shall include reference to all the amendments thereto by whatever
manner;
1.2.6. unless otherwise specified, time periods within or following which any payment is to be
made or act is to be done shall be calculated by excluding the day on which the period
commences and including the day on which the period ends and by extending the period to the
following Business Day if the last day of such period is not a Business Day;
1.2.7. unless otherwise specified, whenever any payment is to be made or action is to be taken
under this Agreement on a day other than a Business Day such payment shall be made or action
shall be taken on the next Business Day;
1.2.8. reference to any Applicable Law includes a reference to such Applicable Law as
amended or re-enacted from time to time, and any rule or regulation promulgated thereunder;
65
and
1.2.9. the terms “herein”, “hereof”, “hereto”, “hereunder” and words of similar purport refer to
this Agreement as a whole.
2. APPOINTMENT
The Company appoints the Corporate Agent with effect from -------------------- as its corporate agent
and the Corporate Agent accepts such appointment as the corporate agent for providing the
Corporate Agency Services to the Company pan India during the term of this Agreement. The
appointment is valid unless terminated earlier in accordance with the provisions as stated in this
Agreement. Further the continuance of this Agreement shall be based on the IRDAI Regulations as
amended from time to time and renewal of registration/license granted to the parties by IRDAI.
3. SCOPE
3.1. Pursuant to Section 2 above, the Corporate Agent and its Employees shall provide the
Corporate Agency Services to the Company and perform all the functions mandated under the
License.
3.2. The Corporate Agent hereby agrees and confirms to use its best endeavors to sell the
Products through its Distribution Network and meet the targets as agreed and specified in the
operative business plan and its successor plans.
3.3. The Parties recognize that the development of the General Insurance Business / Health
Insurance Business requires close integration of their activities to ensure optimal benefits. In
view thereof and upto the extent permitted by Applicable Law, the Parties shall use their best
efforts to closely co-ordinate for development of the General Insurance Business/ Health
Insurance Business including to the extent feasible and commercially viable integration of IT
operations, joint General Insurance Business/ Health Insurance Business planning, product
development, marketing campaigns, training of staff and other activities as may be mutually
agreed between the Parties.
66
3.4. The Company shall use its best endeavors to develop appropriate and attractive Products,
to support the sale of Products by the Corporate Agent through training and point of sales
support and to provide a good standard of service to the customers. Notwithstanding anything
contained herein, the Company reserves the right to modify, add or discontinue any Product at
any time.
3.5. The Corporate Agent agrees and acknowledges that subject to Applicable Law, the
Corporate Agent shall have the duty to service all its policy holders during the entire term of the
insurance contract and the term of this Agreement, including providing necessary assistance in
payment of premium, providing necessary assistance and guidance in the event of a claim and
providing all other service and guidance on issues which arise during the course of an insurance
contract
3.6. The Corporate Agent shall unless it has already obtained a fresh certificate of registration
under the IRDAI Corporate Agents Regulations ) as amended from time to time and shall
maintain such certificate of registration during the term of this Agreement.”
4. DISTRIBUTION NETWORK
4.1. The Corporate Agent shall make available the existing branches and all other distribution
channels used by the Corporate Agent and from time to time also make available any additional
branches and other distribution channels of the Corporate Agent created and/or used by the
Corporate Agent after the Effective Date of this Agreement (“Distribution Network”) for the
distribution of the Products and in relation to any other Corporate Agency Services contemplated
herein. Upon requests made by the Company from time to time, the Corporate Agent agrees that
it shall update details of the Distribution Network and furnish the updated details of the
Distribution Network to the Company within Sixty (60) days from the receipt of the request
made hereof.
4.2. For avoidance of doubt, in the event of any restructuring, whereby any of the associate
banks and/or any of the subsidiaries of the Corporate Agent merges into the Corporate Agent, the
67
Distribution Network shall include the merging entities‟ distribution network (“Consolidated
Distribution Network”) and such Consolidated Distribution Network shall automatically be
made available by the Corporate Agent for the distribution of the Products on the same terms as
recorded in this Agreement.
5. PREMIUM COLLECTION
5.1. The Corporate Agent agrees to take necessary steps, including providing necessary
assistance to policy holders, to collect applicable and appropriate amounts of premiums, for each
of the General Insurance Product / Health Insurance Business sold by it (“Premium”) in
accordance with Applicable Law and shall immediately, but in no event later than 24 four hours,
remit such Premium with the Company in accordance with Applicable Law.
5.2. In the event the Premium is remitted to the Company by the Corporate Agent by way of
payment other than cash, the Company‟s official receipt shall not be valid until such remittance
is honored on presentation for payment.
5.3. The Corporate Agent shall not be liable for short collections on account of any
error/mistake on the part of the Company to notify the correct amount of Premiums to be
collected.
6. CLAIMS
6.1. Notwithstanding anything contained in this Agreement and subject to Applicable Law, all
claims arising out of or in relation to the Products shall be made by the Customer/policy holder
to the Company, and the Company retains the right to assess the validity of the claims and deal
and dispose the claims in the manner it deems fit.
6.2. The Corporate Agent however shall provide all reasonable assistance that may be
required by the Company or any surveyor or agent appointed by the Company in relation to
68
assessment of the claims arising out of or in relation to the Products and reasonably facilitate the
expeditious disposal/settlement of claims including by providing necessary assistance and
guidance to policy holders.
7. CHARGES
7.1. Subject to Applicable Law, the Company shall pay the Corporate Agent Commission
based on the approved sales concluded and the Premium collected by the Corporate Agent on
behalf of the Company.
7.2. The Company shall release the Commission payable to the Corporate Agent within 15
days post receipt of concluded sales and premium or on any other date as may be mutually
agreed to between the Parties subject to the provisions of the Insurance Act and rules framed
there under by the Authority.
7.3. In all cases where a policy has been sold to its customers and is renewed subsequently,
Commission shall accrue to and be paid to the Corporate Agent as per time frame stated above.
7.4. Upon the cancellation or modification of any Product, any Commission paid to the
Corporate Agent in excess of the Commission payable upon such cancellation/modification shall
be adjusted against any future payments to be made by the Company to the Corporate Agent and
in case no future payments are due , the Corporate Agent will refund back the excess
commission so paid herein above to the Company.
7.5. The Corporate Agent shall not allow or offer, either directly or indirectly as an
inducement to any person to take out or renew or continue an insurance policy in respect of any
kind of risks relating to lives or property in India any rebate of the whole or part of the
Commission paid or any rebate shown on the policy, nor shall the Corporate Agent while taking
out or renewing or continuing the policy except such rebate as may be allowed in accordance
with Applicable Law, provisions of IRDAI and the prospectus or tables of the Company.
69
7.6. The payment of remuneration to and receipt of remuneration by the Corporate Agent
shall be subject to the provisions of the IRDAI Corporate Agent Regulations and any other
regulations notified in this behalf by the IRDAI from time to time.
8. TRAINING
8.1. The Company shall provide the Product familiarization training to the Employees of the
Corporate Agent. The Company shall bear all expenses related to such Product familiarization
training including the cost of trainers imparting such Product familiarization training but not
including the costs and expenses incurred by the Employees to attend and participate in such
training. The Company shall provide necessary assistance in enrolling Corporate Agent‟s
employees for training as Specified Person for selling General Insurance Products /Health
Insurance Business. Notwithstanding anything stated above, the Company shall not be
responsible for any costs and/or related expenses associated with the training of Employees for
obtaining and maintaining the relevant licenses, Approvals and certifications as may be required
from time to time under Applicable Law including under the IRDAI Corporate Agent
Regulations. The Company shall render assistance in organising and conducting mandatory
trainings for the employees of the Corporate Agent for obtaining IRDAI certification as may be
mutually agreed between the Parties at the relevant time.
8.2. The Company shall, if it deems necessary, provide necessary technical expertise and
necessary information to the Employees in relation to the Products to enable the Employees to
render the Corporate Agency Services on behalf of the Corporate Agent in accordance with the
terms hereof.
9. CORPORATE AGENT’S REPRESENTATIONS AND WARRANTIES
9.1. The Corporate Agent has full capacity, license issued by IRDAI, power and authority to
enter into this Agreement and during the continuance of this Agreement, will continue to have
full capacity, power and authority to carry out and perform all its duties and obligations as
contemplated herein.
70
9.2. This Agreement constitutes a legal, valid and binding obligation of the Corporate Agent,
enforceable against such Corporate Agent in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, re-organization, moratorium
or similar laws affecting creditors' rights generally.
9.3. The Corporate Agent has already obtained and will continue to obtain and keep in valid
condition all necessary Governmental and other Approvals/consents/licenses including the
License required to be obtained from IRDAI for carrying out the activities under this Agreement
and comply with all Applicable Law. If at any time during the term of this Agreement the
License of the Corporate Agent is terminated/cancelled/suspended by any statutory/Government
body/IRDAI, the Corporate Agent shall immediately inform the Company of the same and shall
upon such cancellation/termination/suspension shall cease to solicit new Insurance business of
the Company, but continue to service the existing policies for a period of six months or the
expiry of the existing contract whichever is earlier.
9.4. The Corporate Agent shall at all times during the term of this Agreement, ensure that the
Specified Person/Employees engaged in soliciting, procuring and distributing the Products are
qualified and trained insurance professionals as specified by IRDAI and act within the scope of
such licenses, approvals and permissions and any applicable legislation and in consonance with
the corporate image and objectives of the Company.
9.5. The Corporate Agent has the necessary skills, knowledge, experience, expertise, required
capital net worth, adequate and competent Employees, systems, equipment and procedures and
capability to duly perform its obligations in accordance with the terms of this Agreement.
9.6. The execution, delivery and performance of this Agreement by the Corporate Agent and
the consummation of the transactions contemplated hereby including distribution of General
Insurance Products / Health Insurance Products by the Corporate Agent does not and will not
(i) violate any provision of the organisational or governance documents of the Corporate Agent,
71
and(ii) require the Corporate Agent to obtain any consent, approval or action of, or make any
filing with or give any notice to, any Governmental Authority in the Territory or any other
Person pursuant to any instrument, contract or other agreement to which the Corporate Agent is a
party or by which the Corporate Agent is bound.
9.7. The Corporate Agent has not violated prior to the entering of this Agreement any of the
terms or conditions enumerated in any Applicable Law, which may result in disciplinary or
other proceedings that may affect these presents, and neither have any such proceedings
commenced or indicated or threatened by the IRDAI or the RBI or any other competent
Governmental Authority against the Corporate Agent and that the Corporate Agent is not
debarred/suspended from carrying on its normal activities of a corporate agent and in particular,
the activities hereby undertaken.
10. CORPORATE AGENT’S OBLIGATIONS
10.1. Staffing of the Corporate Agent
The Corporate Agent shall:
10.1.1. as per its administrative feasibility, arrange for the Employees involved in the marketing,
promotion and sale of the General Insurance Products/ Health Insurance Products in the Territory
to attend training programmes organised by the Company;
10.1.2. ensure the engagement of its senior management with the Company in formulation of
retail marketing plans;
10.1.3. deploy adequate Employees as it deems appropriate to achieve the mutually agreed sales
targets of the Products as determined by the Steering Committee (as defined in Section 13.1);
10.1.4. allow its Employees access to all information on its customers as may be required by the
Employees to discharge their obligations in relation to the Corporate Agency Services of the
72
branch/office where the employee is working; and
10.1.5. ensure that no staff or representatives of the Corporate Agent is deemed to be engaged or
employed by the Company or on behalf of the Company. Any cost and or expenses and or
liabilities and or obligations incurred by Employees or representative engaged by the Corporate
Agent shall be the sole responsibility of the Corporate Agent unless otherwise provided herein.
10.2. Advertising, promotional, marketing and selling of the General Insurance Products/
Health Insurance Products.
10.2.1. The Corporate Agent shall not use any advertising, promotional or selling materials in
relation to any of the General Insurance Products / Health Insurance Products of the Company,
except those provided or approved by the Company, and shall not make or give any promises,
warranties, guarantees or representations concerning the General Insurance Products / Health
Insurance Products other than those contained in such materials as approved by the Company.
10.2.2. The Corporate Agent shall market the Products to its customers.
10.2.3. The Corporate Agent shall and to the extent feasible and permissible under Applicable
Law and feasibility, at the request of the Company, provide infrastructure facilities including
work space to the Company at such places and on such commercial terms which may be
mutually agreed upon by the Parties to enable the Company to set up counters to centralize the
issuance of policies and the processing of claims through counters opened in such space
depending upon the volume / classes of business.
10.2.4. The Corporate Agent shall identify and designate in consultation with the Company, such
branches and distribution channels of the Corporate Agent through which General Insurance
Business could be promoted, in a phased manner, to the customers.
10.3. Compliance
73
10.3.1. The Corporate Agent shall comply with the provisions of Insurance Act, 1938, Insurance
Regulatory and Development Authority of India (Registration of Corporate Agents) Regulations
2015, IRDA Act 1999, IT Act 2000, TRAI Act, The Telecom Unsolicited Commercial
Communications(Amendment) Regulations, 2008 and other guidelines,/instructions issued by
IRDAI with respect to Corporate Agents from time to time.
10.3.2. The Corporate Agent shall, when faced with any non-compliant staff, take necessary
actions to secure compliance, including when appropriate, terminating its general insurance
business relationship with such staff and immediately reporting the matter to the Company.
10.3.3. If the Company is impleaded as an opposite party in any civil or criminal proceedings or
if the Company is required to initiate such action/proceedings relating to matters arising from the
arrangement contemplated herein and not attributable to any acts or omissions on the part of the
Corporate Agent, the Corporate Agent shall provide all reasonable support to the Company as
may be reasonably requested by the Company at the cost of the Company.
10.3.4. The Corporate Agent shall facilitate the authority in conducting inspection, auditing of its
records and performance of its activities as per provisions mentioned in the Regulations
10.3.5. The Corporate Agent who intends to engage the services of a telemarketer or engage in
distance marketing activities for the purpose of distribution of insurance products shall follow
the instructions as laid down in the Regulations.
10.3.6. . The corporate Agent at all times maintain a Professional indemnity Insurance covering
its employees, principal officer , specified persons as provided under the Regulations
10.4. Dissemination of Information
The Corporate Agent shall promptly:
10.4.1. furnish to the Company a detailed report on all policies, receipts or notes sold on behalf
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of the Company and in possession of the Corporate Agent for delivery or collection by policy
holders on policies as required by the Company from time to time;
10.4.2. to the extent permissible and subject to Applicable Law provide access to the Company
upon requested by it the books of accounts and other records pertaining to the General Insurance
Business/ Health Insurance Business canvassed by the Corporate Agent;
10.4.3. refer to the Company any enquiries regarding any Product(s) from current or prospective
customers;
10.4.4. provide feedback to the Company on market conditions and on any matters or
circumstances which may prejudice sales of any one or more of the Product(s);
10.4.5. inform the Company of any information relating to any infringement or possible or
suspected infringement of the intellectual and industrial property rights of the Company;
10.4.6. assist the Company in maintaining information as may be required under Insurance
Regulatory Development Authority (Protection of Policyholders‟ Interests) Regulations 2002;
10.4.7. to the extent permissible and subject to Applicable Law disclose to the Company every
fact and circumstances within their knowledge which may be relevant to the acceptance of the
risk by the Company in respect of the Business procured and/or solicited by the Corporate Agent
on behalf of the Company and shall accurately relate to the Company every such fact disclosed
to the Corporate Agent and its representatives and such other information or facts which may
have come to the knowledge of the Corporate Agent or its representatives directly or indirectly;
10.4.8. in the event of finding any adverse change on the standing, integrity or reputation of the
policyholder, as far as practicable, immediately inform the Company; and
10.4.9. promptly pass on the customer queries/ complaints to the Company.
10.5. Customers of the General Insurance Business / Health Insurance Business
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10.5.1. The Corporate Agent shall submit applications for General Insurance Products / Health
Insurance Products solicited by them to the Company for its approval. The Corporate Agent
upon receipt of any new application of insurance, notices of alterations and/or cancellation of
policies shall immediately forward the same to the Company; and
10.5.2. The Corporate Agent shall provide timely assistance and support to the Company in
resolving customer complaints.
10.5.3. The Corporate Agent shall not do any act which shall be detrimental to the interest of the
policyholders/insured.
10.6 Code of Conduct
The Corporate Agent shall abide with the Code of Conduct prescribed under IRDAI Corporate
Agent Regulations and as amended from time to time
10.6.1 The Corporate Agent will be responsible for all acts of omission and commission
of its Principal Officer, employees and its Specified Person including the violations of Code of
Conduct prescribed under the IRDAI Corporate Agency Regulations.
10.6.2 The Corporate Agent will ensure that the Specified Persons are properly trained,
skilled and knowledgeable in the insurance products they market
10.6.3 The Corporate Agent will ensure that its Principal Officer, employees and the
Specified Person do not make any misrepresentation of the policy benefits.
10.6.4 The Corporate Agent will not force any prospect to buy an insurance product and
will give pre-sales, post sales advice, help to the insured in respect to the product.
10.6.5 The Corporate Agent shall maintain records in prescribed format and put in place requisite
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systems which allow regular access to such records by IRDAI and as specified by IRDAI from
time to time to time.
10.6.6 In the event the Corporate Agent engages a telemarketer or engages in distance
marketing activities for the purpose of distribution of products, it shall do so in compliance with
relevant provisions of the IRDAI Corporate Agent Regulations
10.6.7 The Corporate Agent shall abide and shall ensure that its Principal Officer and
Specified Person abide by the Code of Conduct specified in Schedule III of IRDAI (Registration
of Corporate Agents) Regulations, 2015 as amended from time to time.
10.6.8 The Corporate Agent shall facilitate IRDAI to inspect its handling of complaints
received from clients or any other person, on any matter having a bearing on the activities of the
Corporate Agent.
10.6.9 The Corporate Agent will facilitate IRDAI in ensuring that the provisions of the
Act and Regulations are being complied by it along with investigating into its activities and
conduct.
10.6.10 The Corporate Agent shall facilitate IRDAI in examining the veracity of the
complaint received by it and to inspect the affairs of the Corporate Agent in the interest of the
policyholder/insured.
10.6.11 The Corporate Agent against whom an inspection has been ordered under the
Regulations and any other associate person who is possession of relevant information pertaining
to the conduct and affairs of such Corporate Agent, shall produce to the inspecting authority
such books of account and documents in its custody and provide the same to IRDAI for the
purpose of inspection. Further the Corporate Agent shall provide all such assistance as required
by IRDAI in connection with such inspection.
10.6.12 IRDAI shall for the purpose of inspection shall have the power to examine on
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oath and record statement of the Principal officer, any employee, directors, partners or persons
responsible for or connected with the activities of Corporate Agent and shall have the power to
obtain authenticated copies of documents, books of accounts in respect to the activities of the
Corporate Agent from person having control of such documents.
10.6.13 The Corporate Agent, based on the inspection report submitted to IRDAI, may be
directed by IRDAI, if it deems fit in the interest of policyholder, to refund monies collected as
fees, charges or commission or otherwise to the concerned client along with interest, to refund
money/commission paid by the Company for which it is not eligible, prohibit the Corporate
Agent from operating in the insurance market for a specified period and/or any other action as
IRDAI may deem fit.
10.7 Compliance of Anti Money Laundering/Counter Financing of Terrorism (AML/CFT).
10.7.1 The Corporate Agent will also ensure the compliance of AML/CFT Guidelines as
laid down under the provisions of Preventions of Money Laundering Act 2002 and as per IRDA
Master Circular 2010.
10.7.2 The Corporate Agent acknowledges its following duties and responsibilities to
the policy holders under the IRDAI Corporate Agent Regulations:
10.7.3 The Corporate Agent shall take adequate steps for redressal of grievances of
its clients within 14 days of receipt of such complaints and keep the IRDAI informed of
such complaints as required under Applicable Law; and
10.7.4 While soliciting and procuring insurance business and where insurance is sold
as an ancillary product along with a principal business product, the Corporate Agent or its
shareholder or its associates shall not compel the buyer of the principal business product
to necessarily buy the insurance product through it.
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11. COMPANY’S OBLIGATIONS
11.1. The Company shall endeavor on best efforts basis to launch Products suitable for Indian
markets and shall co-operate with the Corporate Agent to achieve mutually agreed sales targets
as determined by the Steering Committee.
11.2. Subject to Applicable Law relating to confidentiality and the internal policies of the
Company, the Company shall generally supply to the Corporate Agent relevant information which
may come into the Company‟s possession, which may assist the Corporate Agent to effect sales of
the General Insurance Product(s).
11.3. The Company shall provide necessary proposal forms and other publicity and
promotional materials such as brochures and pamphlets and such other material in accordance
with its marketing strategy specified in the Business Plan (i) to assist the Corporate Agent and its
Employees to be adequately equipped to carry on the activities as contemplated herein and (ii) to
acquaint the prospective clients with the Products displayed at the branches of the Corporate
Agent.
11.4. The Company shall endeavor on a best efforts basis to, punctually issue the policies, issue
renewal notices and resolve claims. The Company shall promptly notify the Corporate Agent
within … days of changes with respect to any cancellation / endorsement pertaining to the
Product policies intended to be sold to the customer/policy holders by the Corporate Agent under
this Agreement.
11.5. The Company shall provide prompt and efficient customer service and timely resolution
of customer queries/ complaints.
11.6. If the Corporate Agent is impleaded as an opposite party in any civil or criminal
proceedings or if the Corporate Agent is required to initiate such actions/proceedings relating to
matters arising from the arrangement contemplated herein and not attributable to any acts or
omissions on the part of the Company, the Company shall provide all reasonable support to the
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Corporate Agent as may be reasonably requested by the Corporate Agent at the cost of the
Corporate Agent.
11.7. The Company shall not publish or circulate or caused to be circulated or published any
advertisement, pamphlet or other printed material concerning the business of the Corporate
Agent unless the Company has obtained the prior written approval of the Corporate Agent.
11.8 The Company shall provide reports to the Corporate Agent periodically with regard to the
performance of Corporate Agent with details along with relevant market data as may be mutually
agreed upon, to enable the Corporate Agent to develop/review strategies for distribution.
12. MUTUAL COVENANTS AND UNDERTAKINGS
12.1. In addition to their respective obligations and covenants as set out in this Agreement, the
Parties hereby mutually covenant and undertake with one another that they will adhere to the terms
of this Agreement in respect of their respective obligations in relation to the Corporate Agency
Services contemplated herein.
12.2. Subject to all rules and relevant regulations and legal obligations governing the Parties, each
Party agrees to take reasonable steps to keep the other Party hereto informed about activities, such
as proposed contracts or transactions, which may conflict with the restrictions imposed under this
Agreement.
12.3. The Parties agree and confirm that upon the Corporate Agent soliciting a customer in
relation to Products, any information provided by such customer in writing in respect of the
proposed purchase and/or purchase of the Product or otherwise in relation to the Product shall
become a part of the customer database owned by the Company and the Company shall be entitled,
subject to the Applicable Law, to use such customer database in any manner it deems fit.
12.4. Except as otherwise agreed by the Parties, each Party agrees that it will not, during the
duration of this Agreement and during the six (6) months after termination of this Agreement, either
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for its own account or in conjunction with or on behalf of any Person, induce any of the employees
of the other Party to terminate or leave their employment with the concerned Party or employ any of
the other Party‟s employees. It is clarified that this provision shall not apply to transfer back of any
employees / officials, seconded by the Corporate Agent to the Company, to the Corporate Agent.
13. Steering Committee
13.1. The Parties shall constitute a committee namely “Steering Committee involving top
management executives” (SC) to discuss matters relating to the provision of Corporate Agency
Services including distribution of the Products of the Company.
13.2. The Parties agree that the meetings of the SC shall take place at least once in every quarter,
unless otherwise agreed between the Parties in writing.
13.3. The SC shall be the forum for discussing and reviewing the distribution of the Products,
formulating a common view of the Parties on issues relating to such Distribution, development of
new products suitable for distribution by the Corporate Agent and addressing any outstanding
customer grievances including those pertaining to claims. Without prejudice to the generality of the
foregoing, the SC shall be responsible for the following:
13.3.1. formulating high level strategies in relation to marketing of the Products;
13.3.2. to propose updated strategies in light of changing circumstances in the financial services
sector;
13.3.3. to assist in resolving any serious performance issues/breaches vis-à-vis the Agreement;
13.3.4. to review and endorse joint compliance meeting minutes; and
13.3.5. act as a medium to communicate industry specific issues.
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13.4. The SC will have the power to establish working groups to address specific issues.
14. UNDERWRITING POLICIES, COMMISSIONS AND INCENTIVES
14.1. The Parties agree that underwriting policies and decisions relating to the General
Insurance Products / Health Insurance Products is the responsibility of the Company.
Specifically, the Company is responsible for (but without limiting the generality of the
foregoing):
14.1.1. underwriting policy and risk acceptance;
14.1.2. the terms and conditions governing each General Insurance Product / Health Insurance
Products sold by the Corporate Agent; and
14.1.3. product pricing which is to take full account of the Commissions and incentives benefits
and other assistance, if any, given to the Corporate Agent all of which shall be subject to any
limits imposed under Applicable Law in relation thereto.
15. MARKETING AND ADVERTISEMENT
15.1. The Corporate Agent shall not publish or cause to be published in any print and or
electronic media any Insurance Advertisement concerning the Company or its General Insurance
Products / Health Insurance Products without the prior written approval of the Company and
further such matter to be published or caused to be published in any print or electronic media,
shall be approved in writing by the Company. The Corporate Agent shall not distribute any
circular or writing concerning the Company or its General Insurance Products without the prior
written approval of the Company. Any such matter to be published or caused to be published in
any type of media whatsoever or any such circular or writing concerning the Company shall
comply with the IRDAI (Insurance Advertisements & Disclosures) Regulations, 2000.
15.2. The Parties agree that the Company shall, subject to existing law and regulations, jointly
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formulate any proposal for joint marketing, promotional and advertising campaign and shall
further agree on the allocation of responsibilities and costs thereof which shall be on a fair and
reasonable basis.
15.3. The Company shall undertake at its own cost and expense such marketing and advertising
activity as it deems appropriate in accordance with its Business Plan and the Corporate Agent
agrees not to make or give any promises, warranties, guarantees or representations concerning
the General / Health Insurance Products other than those contained in such materials as approved
by the Company.
15.4. The Intellectual Property rights to all materials created or developed pursuant to this
Agreement by the Company shall vest with the Company and the Company shall have the
absolute right to exploit the same without reference or consultation or consent or agreement of
the Corporate Agent.
16. CORPORATE AGENT AS TRUSTEE
All monies, properties or securities received by the Corporate Agent for and behalf of the
Company shall be held by it in a fiduciary capacity as a fiduciary trustee on trust and on behalf
of the Company. The Corporate Agent shall not use, appropriate and/or in any manner
whatsoever dispose off such monies, properties or securities received by it on behalf of and
belonging to the Company but shall immediately and promptly report to the Company of the fact
of the receipt and handover to the Company all such monies, properties or securities in its
possession.
17. MATERIAL BREACH
17.1. If either Party commits a Material Breach under this Agreement (“Breaching Party”),
then the other Party (“Non-breaching Party”) shall serve upon the Breaching Party a written
notice (“Breach Notice”) to remedy the Material Breach within thirty (15 Business Days from
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the date of the Breach Notice (“Cure Period”).
For the purpose of Section 17 above, “Material Breach” shall mean a breach by either Party of
any material obligations or covenants required to be performed by such Party under the terms of
this Agreement or a breach of a representation made by such Party under this Agreement.
17.2. In the event the Material Breach is not remedied or cannot be remedied within the Cure
Period then such Material Breach shall be deemed to be an “Un-remediable Material Breach”
and any such Un-Remediable Material Breach committed by either Party shall be governed by
Section 18.
18. TERM AND TERMINATION
The term of the tie-up/empanelment of the Company shall be for a period of 3 years from the
Effective Date with annual review and the Corporate Agent shall reserve the sole right to grant
any extension to the term above mentioned and shall notify in writing to the Company at least
three (03) months before the expiry of the Term hereof, whether it will grant the company any
extension. The decision to grant or refuse the extension shall be at the discretion of the Corporate
Agent.
18.1. This Agreement may be terminated, upon the occurrence of any of the following events:
18.1.1. The Company‟s Certificate of Registration is terminated or revoked or has expired (in
each case without a new licence on substantially similar or better terms being issued to the
Company) except as a result of any merger, reconstruction, amalgamation or reorganization
approved by IRDAI;
18.1.2. The Company has ceased operations of its Business except as a result of any merger,
reconstruction, amalgamation or reorganization approved by IRDAI;
18.1.3. If either Party is wound up or an order for winding up has been made against it or a
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resolution for winding up has been passed or a receiver has been appointed over all or
substantially all its assets except as a result of any merger, reconstruction, amalgamation or
reorganization approved by IRDAI;
18.1.4. If either Party has a receiver appointed over its assets or undertaking or any part of them
and such receiver‟s appointment is not reversed, vacated or stayed within sixty (60) days of
appointment;
18.1.5. If either Party ceases to be in a position to pay its debts or suspends the payment of its
debts generally or immediately ceases or threatens to cease to carry on its business or become
insolvent or is unable to pay its debts as and when they become due and payable; or
18.1.6. A trustee, voluntary administrator, liquidator or provisional liquidator appointed for all or
any part of any Party‟s assets or undertaking and such appointment is not (other than in case of a
voluntary appointment of the abovementioned Persons by the concerned Party) dismissed,
reversed, vacated or stayed within sixty (60) days of such appointment.
18.1.7 If either party commits a Material Breach as defined under section 17 above or commits a
violation against the provisions of IRDAI regulations or any other law as applicable from time to
time.
18.1.8 If the license of the Corporate Agent is terminated/cancelled by IRDAI for any reason or
the IRDAI has issued written directions to such Party to terminate the Agreement.
18.1.9 The Parties agree and acknowledge that the termination of this Agreement shall be
subject to provisions of Applicable Law, including the following:
18.1.9.1 In case the Company or the Corporate Agent wishes to terminate this Agreement, it may
do so after informing the IRDA and the other Party of the reasons for the termination;
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18.1.9.2 In the event of termination of this Agreement by the Company, the Company shall take
the responsibility of servicing the policies procured by Corporate Agent and in all such cases, the
Company shall inform the policy holder concerned of the changes made in servicing
arrangements.”
18.2 Effects of Termination
18.2.1 In the event of termination of this Agreement by the Corporate Agent, the Corporate
Agent shall ensure that the policies solicited and placed by it with the Company are serviced till
the expiry of the policies or for a period of six months from the date of termination of this
Agreement, whichever is earlier, within which time suitable arrangement shall be made by the
parties in this regard.
18.2.2 In the event of termination of this Agreement by the Company, the Company shall take
the responsibility of servicing the policies procured by the Corporate Agent and in all such cases,
the Company shall inform the policy holder concerned of the changes made in servicing
arrangements
18.2.3 On termination of this Agreement either Party shall have liberty to advertise, issue a
public notice for the information of the public, of such termination by such means as it may
deem fit.
18.2.4 Each of the Parties hereto shall soon after the date of termination prepare an account setting
out in detail the number of each of the General / Health Insurance Products sold and the total
Commissions and any other sums due to the Corporate Agent. The Company shall make payments
to the Corporate Agent towards the Corporate Agency Services actually rendered prior to the
termination if the same has not been already paid or settled in accordance with this Agreement.
18.2.5 On termination, all Premiums paid as on the date of termination for the General / Health
Insurance Products sold up to the date of termination shall be remitted by the Corporate Agent to the
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Company in accordance with the provisions hereof.
18.2.6 The Corporate Agent shall cease to use in any way whatsoever the intellectual property
rights of the Company and do all such acts and things and execute all such documents as the
Company may require, at the Company‟s own cost and expense, to notify the relevant
Governmental Authorities and any other persons or bodies of the aforementioned cessation of use.
18.2.7 In relation to Sections 18.2.4 and 18.2.5 it is expressly agreed that for settlement of the
accounts, the Parties hereto agree to submit to each other the documents reasonably required or
statutorily required within seven (7) days from the date of the termination. Within fifteen (15)
days of receipt of the said documents, Parties will prepare settlement of accounts and after the
full and final settlement of accounts the amounts, if any due and payable by the Company to the
Corporate Agent or vice-versa shall be paid within three (3) working days from the date of such
settlement of accounts. Any differences are to be reconciled by the Parties hereto amicably in
accordance with the provisions hereof.
18.2.8 Termination of this Agreement shall not release either Party from its obligations arising
under this Agreement prior to such termination.
18.2.9 For the avoidance of doubt, the remedies available to the Parties under this Section 18 are
in addition to any other remedy available to them under this Agreement or Applicable Law,
whether in contract or in tort.
19 INDEMNIFICATION
19.1 Subject to compliance by a Party (the “Aggrieved Party”) with its obligations under this
Agreement, the other Party (“Defaulting Party”) shall indemnify the Aggrieved Party against any
liability, claim, damages, actions or proceedings (including, without prejudice to the generality of
the foregoing, all costs and expenses which the Aggrieved Party may reasonably incur in defending
any proceedings) which the Aggrieved Party may incur or suffer by reason of any breach of the
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terms, provisions, sections, clauses, conditions and stipulations of this Agreement by the Defaulting
Party, or the actions, neglect or default of the Defaulting Party, or any of its employees or agents in
the performance of the Defaulting Party‟s obligations under this Agreement; or the proven
infringement of the intellectual property rights, confidential information and trade secrets of any
Third Party by the Defaulting Party; or due to any unauthorized, misleading, false or inaccurate
information, literature or material representation relating to the Products which is made / issued /
given to policyholder/customer by either Party.
19.2 Notwithstanding the provisions of Section 19.1 herein the Defaulting Party shall not be
liable for any indirect, special, collateral, loss of profits, loss of goodwill, or other consequential loss
or damage suffered or incurred by the Aggrieved Party.
19.3 The Defaulting Party‟s liability to the Aggrieved Party under Section 19.1 and for breach of
any one or more of the terms and conditions of this Agreement shall be determined by an arbitrator
appointed pursuant to the provisions of Section 23.3.
19.4 The responsibility or obligation to indemnify set forth in the aforesaid sections shall survive
the termination of this Agreement for a period of twelve (12) months, for any reason with regard to
an indemnity claims arising in relation to the performance hereon.
20 RELATIONSHIP BETWEEN THE PARTIES
20.1 Nothing in this Agreement shall imply, constitute or deem to constitute or create an
employee-employer relationship, a partnership or a joint venture between the Company and the
Corporate Agent.
20.2 The parties have entered into this Agreement on a Principal to Principal basis. and the
Corporate Agent only will be liable for the acts or omissions/commission on the part of its
employees, Principal officer or the Specified Persons and no liability will be fastened on the
Company on this account .
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21 RETURN OF DOCUMENTS
21.1 The Corporate Agent shall unconditionally upon a demand made by the Company return
to the Company all documents in possession of the Corporate Agent directly or indirectly
pertaining to the Company including but not restricted to unpaid or uncollected policies and
premium debit notes or receipts in its possession belonging to or pertaining to the Company.
21.2 The Company shall unconditionally upon a demand made by the Corporate Agent return
to the Corporate Agent all documents owned or solely prepared by the Corporate Agent in
relation to the Corporate Agency Services, in possession of the Company.
22 CONFIDENTIALITY
22.1 General Obligation
22.1.1 Without the prior written consent of the other Party, each Party undertakes that it shall
not (i) disclose, communicate, share, make available or provide access to (“Disclose” and the
terms “Disclosed”, “Disclosing” and “Disclosure” shall have correlative meanings to the
foregoing) persons other than its and its Affiliates‟ and/or Associate Companies‟ respective
directors, officers, managers, partners, members, employees, agents, legal, financial and
professional advisors and bankers (collectively, “Representatives”) on a “need to know” basis, or
(ii) use for purposes other than to perform its obligations under this Agreement, any Confidential
Information of the other Party or its Affiliates or its Associate Companies Disclosed in
connection with performance under this Agreement and the transactions contemplated hereby.
Each Party shall ensure that (x) its Representatives do not Disclose any such Confidential
Information to any Person other than authorised Representatives and shall be liable to the other
Party for any breach of the foregoing and (y) all of its Representatives who are not employees or
are not bound by obligations of confidentiality enter into a written confidentiality agreement
before any such Confidential Information is Disclosed to them. The term “Confidential
Information” means any information concerning a Party (or any of such Party‟s Affiliates and/or
Associate Companies) including the organization, business, marketing, strategies, business
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development, advertising and promotions, actuarial calculations, cost and profit data, technology,
trade secrets, know-how, financings, inventions, discoveries, methods of doing business,
software, research data, analytical models, current and potential customer lists, vendor lists,
algorithms, data, finance, transactions or affairs of any such Persons (whether conveyed in
writing, electronically, orally, visually, or in any other form or medium and whether such
information is Disclosed to the other Party before, on or after the date hereof).
22.2 Exceptions
The provisions of Section 22.1.1 shall not apply to:
22.2.1 information that is or becomes generally available to the public other than as a result of
Disclosure by or at the direction of a Party or any of its Representatives in violation of this
Agreement;
22.2.2 information that a Party acquires from another legitimate source or develops
independently, without reliance on any Confidential Information; or
22.2.3 Disclosure to the extent required (i) under the rules of any stock exchange or by
Applicable Law, applicable to any Party or subpoena, document request or legal process; or (ii)
for a Party to enforce its rights in this Agreement; provided, that the Party receiving such
information shall notify the Party Disclosing such information as soon as practicable of any such
requirement, Disclose no more information than is so required and cooperate, at the expense of
the Party Disclosing such information, with all attempts by the Party Disclosing such information
to obtain a protective order or similar treatment.
23 NOTICE
23.1 Each notice, demand or other communication given or made under this Agreement shall
be in writing and delivered or sent to the relevant Party at its address or fax number set out below
(or such other address or fax number as the addressee has by five (5) Business Days prior written
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notice specified to the other Parties). Any notice, demand or other communication given or made
by letter between countries shall be delivered by courier. Any notice, demand or other
communication so addressed to the relevant Party shall be deemed to have been delivered (a) if
delivered in person or by courier, when proof of delivery is obtained by the delivering Party; (b)
if sent by post within the same country, on the tenth day following posting and if sent by post to
another country, on the twentieth day following posting; (c) if given or made by fax, upon
dispatch and the receipt of a transmission report confirming dispatch above.
23.2 The initial address and facsimile for the Parties for the purposes of the Agreement are:
Corporate Agent
_________________
The Company
23.3 Each of the Parties hereto shall give notice to the other of any change of address or
telephone, facsimile, telex or similar contact details as soon as practicable and in any event
within forty eight (48) hours of such change.
24 GOVERNING LAW AND DISPUTE RESOLUTION
24.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India and
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shall, be subject to the exclusive jurisdiction of the Courts of Mumbai, India.
24.2 Amicable Settlement
24.2.1 Any and all disputes between the Parties arising out of or in connection with this
Agreement or its performance (including the validity of this Agreement) (a “Dispute”) shall, so
far as is possible, be settled amicably between the Parties.
24.2.2 If a Dispute arises, either Party (the “Disputant”) may serve a written notice on the other
Party (“Respondent”) commencing a formal consultation period of thirty (30) Business Days
within which the Dispute should be resolved (the “Consultation Period”). During the
Consultation Period, the authorised representatives of the Disputant and the Respondent shall be
obligated to promptly meet with each other and attempt to reach a resolution of the Dispute.
24.3 Arbitration
24.3.1 If after the Consultation Period, the Disputant and Respondent have failed to reach an
amicable settlement under Section 24.2, the Dispute shall, at the request of either the Disputant
or the Respondents, be settled by an arbitral panel consisting of three (3) arbitrators
(“Arbitration Board”), of which the Disputant and the Respondent shall each appoint one (1)
arbitrator and the two (2) arbitrators so appointed shall then jointly appoint a third arbitrator, who
shall act as the presiding arbitrator.
24.3.2 The arbitration shall be conducted in accordance with the (Indian) Arbitration and
Conciliation Act, 1996.
24.3.3 The seat and the place of the arbitration shall be Mumbai. The arbitration proceedings
shall be conducted in the English language.
24.3.4 The arbitrators shall decide any dispute submitted by the Parties to the arbitration strictly
in accordance with the terms of this Agreement and the substantive laws of India and shall not
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apply any other substantive law. Within twenty (20) days following the conclusion of the
arbitration hearing, the arbitrators shall prepare and deliver to the Parties written findings of fact
and conclusions of law, in each case, prepared in English.
24.3.5 The arbitral award made and granted by the Arbitration Board shall be final, binding and
incontestable and may be used as a basis for judgment thereon in India or elsewhere subject to
Applicable Law.
24.3.6 All costs of arbitration shall be borne equally by both Parties. The cost of arbitration, and
specifically the fees and expenses of the arbitrators, shall be shared equally by the Parties unless
the award otherwise provides.
24.3.7 Subject to Applicable Law, none of the Parties shall be entitled to commence or maintain
any action in a court of law upon any matter in dispute arising from or in relation to this
Agreement except for the enforcement of an arbitral award granted pursuant to this Section 24 or
for injunction or other interlocutory reliefs.
24.3.8 During the period of submission of arbitration and thereafter until the granting of the
award, the Parties shall, except in the event of termination, continue to perform all their
obligations under this Agreement without prejudice to a final adjustment in accordance with such
award.
24.3.9 Neither of the Parties may disclose the existence, content, or results of any arbitration
hereunder without the prior written consent of each of the others.
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25 MISCELLANEOUS
25.1 Amendment
The Parties acknowledge that as per the IRDAI Corporate Agent Regulations, any change in
arrangements between the Corporate Agent and the Company shall be done with the prior
approval of the IRDAI and upon the parties making suitable arrangements for servicing existing
policy holders.
25.2 Waiver
No waiver of any provision of this Agreement shall be effective unless set forth in a
written instrument signed by the Party waiving such provision. No failure or delay by a Party in
exercising any right, power or remedy under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of the same preclude any further exercise thereof or the
exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a
Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of
any subsequent breach of that or any other provision hereof.
25.3 Entire Agreement
This Agreement together constitutes the whole arrangement between the Parties relating
to the subject matter hereof and supersedes any prior agreements or understandings relating to
such subject matter.
25.4 Severability
Each and every obligation under this Agreement shall be treated as a separate obligation
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and shall be severally enforceable as such and in the event of any obligation or obligations being
or becoming unenforceable in whole or in part. To the extent that any provision or provisions of
this Agreement are unenforceable, they shall be deemed to be deleted from this Agreement, and
any such deletion shall not affect the enforceability of the remainder of this Agreement not so
deleted, provided the fundamental terms of the Agreement are not altered.
25.5 Consent to Specific Performance
The Parties declare that it is impossible to measure in money the damages that would be
suffered by a Party by reason of the failure by the other Party to perform any of the obligations
hereunder. Therefore, if any Party shall institute any action or proceeding to seek specific
performance or enforcement of the provisions hereof, the Party against whom such action or
proceeding is brought hereby waives any claim or defence in the matter on the ground that the
other Party has an adequate remedy under Applicable Law.
25.6 Assignment
Except as otherwise provided herein, none of the Parties hereto shall assign any of their rights,
title, benefits and interests hereunder both present and future and whether contingent or absolute
without the prior written consent of the other Party hereto.
25.7 Survival of Provisions
The provisions of Section(s) 19 (Indemnification), 22 (Confidentiality), 23 (Notices), 24
(Governing Law and Dispute Resolution) and this Section 25.7 (Survival of Provisions) shall
survive the termination of this Agreement.
25.8 Covenants Reasonable
The Parties agree that, having regard to all the circumstances, the covenants contained
herein are reasonable and necessary for the protection of the Parties. If any such covenant is held
to be void as going beyond what is reasonable in all the circumstances, but would be valid if
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amended as to scope or duration or both, the covenant will apply with such minimum
modifications regarding its scope and duration as may be necessary to make it valid and
effective.
25.9 Counterparts
This Agreement may be executed simultaneously in any number of counterparts, each of which
will be deemed an original, but all of which will constitute one and the same instrument.
25.10 Costs
The Parties agree that all costs and expenses incurred by each Party in connection with the
preparation, negotiation, finalization and execution of this Agreement including without
limitation, costs and expenses associated with retention of financial, legal, tax and other
professional advisers, shall be borne by such Party.
25.11. Force Majeure
If the performance by either Party to this Agreement or of any obligation hereunder is prevented
or restricted by reason of force majeure such as:
(a) war, terrorist attacks, revolution, strike, epidemic/pandemic, civil commotion or acts of
public enemies; or
(b) change in any Applicable Law; or
(c) any other acts whatsoever beyond the reasonable control of and not arising out of the
fault of the Party affected and against which an experienced party could not be reasonably
expected to take precautions;
then the Party so affected shall, upon giving prior written notice to the other within
thirty (30) days from occurrence of such event, be excused from such performance to the extent
that such cause prevents or restricts it to perform its obligations hereunder provided that it shall
use its best efforts to avoid or remove such cause of non-performance and shall continue
performance hereunder with the utmost despatch whenever such causes are removed. The
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affected Party will explain the reasons that prevent or restrict its performance, provide sufficient
proof of the occurrence and where possible, (i) provide the expected duration of such event of
force majeure and (ii) explain the steps it has taken for avoiding or removing such cause. Upon
such prevention or restriction as aforesaid arising, the Parties shall meet forthwith to discuss
what modifications (if any) may be required to the terms of this Agreement in order to arrive at
an equitable solution.
IN WITNESS WHEREOF, the Parties have hereunto set their hands on the day and year first
hereinabove written.
For --------------------------- For __________________________
Authorized Signatory Authorized Signatory
Witness: Witness
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ANNEXURE -5
PRE BID INTEGRITY PACT
General
This pre-bid pre-contract Agreement (hereinafter called the Integrity Pact) is made on
____________ day of the month of ___________ 2020, between:
IDBI Bank Ltd., a company within the meaning of Section 2(20) of the Companies Act, 2013
(18 of 2013) and a banking company within the meaning of Section 5 (c) of the Banking
Regulation Act, 1949 (10 of 1949), with Corporate Identity No. L65190MH2004GOI148838 and
having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai 400005
through its _______________ Department/ Office at ___________, _________, (hereinafter
called the " PRINCIPAL '', which expression shall mean and include, unless the context
otherwise requires, its successors) of the First Part:
AND
---------------------------------------------, a company incorporated and registered under the
Companies Act, ------------------------------------------, having its registered office at "----------------
-------------------- (hereinafter referred to as the “BIDDER ” which expression shall, unless it be
repugnant to the context and meaning thereof, be deemed to mean and include its successors and
assigns) of the ONE PART,
The PRINCIPAL and the BIDDER are hereinafter collectively referred to as “Parties” and
individually as a “Party”.
A The BIDDER is registered under the provisions of the Companies Act ------ and as an
Insurance Company under the Insurance Act 1938 and the Insurance Regulatory Development
Authority of India (IRDAI) has granted it license to carry on General Insurance Business in India
/ Health Insurance Business in India.
B The PRINCIPAL is duly licensed by IRDAI vide License No CA __________ and is
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authorized to act as a corporate agent under the Applicable Laws including the IRDAI Corporate
Agents Regulations to act as a corporate agent of the BIDDER.
C The PRINCIPAL proposes to be appointed as Corporate Agent of BIDDER to do /sell the
products of General Insurance / Health Insurance of the BIDDER by acting as the Corporate
Agent of the BIDDER as per the Applicable laws and commission to be given to the
PRINCIPAL.
D Accordingly, the PRINCIPAL and the BIDDER have agreed to enter into this Agreement
to develop a profitable General Insurance Business / Health Insurance Business of the BIDDER
upon the terms and subject to the conditions set out in this Agreement.
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 Parties to obtain the desired service / product at a competitive price in
conformity with the defined specifications by avoiding the high cost and the distortionary impact
of corruption on public procurement; and
Enabling Parties 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 Parties 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 PRINCIPAL
1.1 ) The PRINCIPAL undertakes that no official of the PRINCIPAL, connected directly or
indirectly with the contract for empanelment of BIDDER, 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
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for any person, organisation or third party (which is not available legally) related to the contract
in exchange for an advantage in the bidding process, bid evaluation, contracting or
implementation process related to the contract.
1.2 ) The PRINCIPAL 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 PRINCIPAL will report to the appropriate authority 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 PRINCIPAL with full and verifiable facts and the same is prima facie found to
be correct by the PRINCIPAL, necessary disciplinary proceedings, or any other action as
deemed fit, including criminal proceedings may be initiated by the PRINCIPAL 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 PRINCIPAL the proceedings under the contract
would not be stalled.
3. Commitments of the BIDDERs
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:
3.1 ) 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 PRINCIPAL, connected directly or indirectly
with the bidding process, or to any person, organisation or third party related to the contract in
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exchange for any advantage in the bidding, evaluation, contracting and implementation of the
contract.
3.2 ) 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 (not available legally) to
any official of the PRINCIPAL or otherwise in procuring the empanelment 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 PRINCIPAL for showing or forbearing to show favour or disfavor to
any person in relation to the contract or any other contract with PRINCIPAL.
3.3 ) The BIDDER confirms and declares that they have not made any payments to any
agents/ brokers or any other intermediary, in connection with this bid/ contract.
3.4 ) The BIDDER further confirms and declares to the PRINCIPAL that the BIDDER is the
original vendor or service provider in respect of product/ service covered in the bid documents
and the BIDDER has not engaged with any individual or firm or company whether Indian or
foreign to intercede, facilitate or in any way to recommend to the PRINCIPAL or any of its
functionaries, whether officially or unofficially to empanel 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.
3.5 ) The BIDDER, at the earliest available opportunity, i.e. either while presenting the bid or
during pre-contract negotiations and in any case before opening the financial bid and before
signing the contract, shall disclose any payments he has made, is committed to or intends to
make to officials of the PRINCIPAL or their family members, agents, brokers or any other
intermediaries in connection with the contract and the details of the services agreed upon for
such payments.
3.6 ) The BIDDER will not enter into any undisclosed agreement or collude with other
parties interested in the contract/ other BIDDERs to impair the transparency, fairness and
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progress of the bidding process, bid evaluation, contracting and implementation of the contract
or with respect to prices, specifications, certifications, subsidiary contracts etc.
3.7 ) The BIDDER will not accept any advantage in exchange for any corrupt practice; unfair
means and illegal activities.
3.8 ) The BIDDER shall not use improperly, for purpose of competition or personal gain or
pass on to others, any information provided by the PRINCIPAL as a 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.
3.9 ) The BIDDER commits to refrain from giving any complaint directly or through any
other manner without supporting it with full and verifiable facts.
3.10 ) The BIDDER shall not instigate or cause to instigate any third person to commit any of
the actions mentioned above.
3.11 ) 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 PRINCIPAL, or
alternatively, if any relative of an officer of the PRINCIPAL has financial interest/ stake in the
BIDDER's firm, the same shall be disclosed by the BIDDER at the time of filing of tender.
3.12 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 PRINCIPAL.
3.13 ) The BIDDER/ Contractor shall not directly or through any other person or firm use
coercive practices against IDBI Bank and/ or other BIDDERs/ Contractor(s).
3.14 ) BIDDERs are not to pass any information provided by the PRINCIPAL as a part of
business relationship to others and not commit any offence under PC/ IPC Act.
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3.15 ) Foreign BIDDERs if any, to disclose name and address of agents and representatives in
India and Indian Bidders to disclose their foreign principal or associates.
3.16 ) BIDDERs to disclose any transgressions with any other company that may impinge on
anti- corruption principle.
4. Previous Transgressions
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 /
Public Sector Banks in India or any Government Department in India or RBI 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.
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
PRINCIPAL to take all or any one of the following actions, wherever required:
5.1.1 To immediately call off the pre contract negotiations without assigning any reason
and without giving any compensation to the BIDDER. However, the proceedings with the other
BIDDER(s) would continue, unless the PRINCIPAL desires to drop the entire process.
5.1.2 To immediately cancel the contract, if already signed, without giving any
compensation to the BIDDER.
5.1.3 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 PRINCIPAL resulting from such
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cancellation/ rescission and the PRINCIPAL shall be entitled to deduct the amount so payable
from the money(s) due to the BIDDER.
5.1.4 To debar the BIDDER from participating in future bidding processes of the
PRINCIPAL or any of its subsidiaries for a minimum period of five years, which may be further
extended at the discretion of the PRINCIPAL.
5.1.5 To recover all sums paid, in violation of this Pact, by BIDDER(s) to any
middleman or agent or broker with a view to securing the contract.
5.1.6 Intimate to the CVC, IBA, RBI, as the PRINCIPAL deemed fit the details of such
events for appropriate action by such authorities.
5.2 ) The PRINCIPAL will be entitled to take all or any of the actions mentioned at para
6.1.1 to 6.1.6 of this Pact also on the Commission by the BIDDER or any one employed by it or
acting on its behalf (whether with or without the knowledge of the BIDDER), of an offense as
defined in Chapter IX of 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 PRINCIPAL 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 External Monitor(s) appointed for the
purposes of this Pact.
6. Fall Clause
6.1 ) The BIDDER undertakes that it has not supplied/ is not supplying similar product/
systems or subsystems at a price lower than that offered in the present bid in respect of any other
Ministry/ Department of the Government of India or PSU or any other Bank and if it is found at
any stage that similar product/ systems or sub systems was supplied by the BIDDER to any other
Ministry/ Department of the Government of India or a PSU or a Bank at a lower price, then that
very price, with due allowance for elapsed time, will be applicable to the present case and the
difference in the cost would be refunded by the BIDDER to the PRINCIPAL, if the contract
has already been concluded.
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7. Independent External Monitors
7.1 ) The PRINCIPAL has appointed Independent External Monitors (hereinafter referred to
as Monitors or IEMs) for this Pact in consultation with the Central Vigilance Commission,
whose details are given below:
No. Name of IEM Contact Number Contact mail
1
7.2 ) The task of the Monitors shall be to review independently and objectively, whether and
to what extent the parties comply with the obligations under this Pact.
7.3 ) The Monitors shall not be subject to instructions by the representatives of the parties
and perform their functions neutrally and independently.
7.4 ) Both the parties accept that the Monitors have the right to access all the documents
relating to the project/ procurement, including minutes of meetings.
7.5 ) 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 PRINCIPAL.
7.6 ) The BIDDER(s) accepts that the Monitor has the right to access without restriction to
all Project documentation of the PRINCIPAL including that provided by the BIDDER. The
BIDDER will also grant the Monitor, upon his request and demonstration of a valid interest,
unrestricted and unconditional access to his project documentation. The same is applicable to
Sub-contractors. The Monitor shall be under contractual obligation to treat the information and
documents of the BIDDER/ Sub-contractor(s) with confidentiality.
7.7 ) The PRINCIPAL 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
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contractual relations between the parties. The parties will offer to the Monitor the option to
participate in such meetings.
7.8 ) The Monitor will submit a written report to the designated authority of PRINCIPAL/
Secretary in the Department/ within 8 to 10 weeks from the date of reference or intimation to
him by the PRINCIPAL/ BIDDER and, should the occasion arise, submit proposals for
correcting problematic situations.
8. Facilitation of Investigation
In case of any allegation of violation of any provisions of this Pact or payment of commission,
the PRINCIPAL 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.
9. Law and Place of Jurisdiction
This Pact is subject to Indian Law. The place of performance and jurisdiction is the seat of the
PRINCIPAL.
10. Other Legal Actions
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.
11. Validity
11.1 ) The validity of this Integrity Pact shall be from date of its signing and extend upto 3
years or the complete execution of the contract to the satisfaction of the PRINCIPAL and the
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BIDDER/ Seller, including warranty period, whichever is later. In case BIDDER is unsuccessful,
this Integrity Pact shall expire after six months from the date of the signing of the contract, with
the successful bidder by the PRINCIPAL.
11.2 ) Should one or several provisions of this Pact tum 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.
12. The parties hereby sign this Integrity Pact at _______________ on___________.
IN WITNESS WHEREOF, the Parties have signed and executed this Integrity Pact at the
place and date first hereinabove mentioned in the presence of following witness:
Signature Signature
(For & on behalf of the PRINCIPAL) (For & on behalf of the BIDDER/ Contractor)
Office Seal Office Seal
Name Name
Designation Designation
Witness 1:
(Name & Address) __________________________
Witness 2:
(Name & Address) ____________________________
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[Provisions of the above clauses would need to be amended/ deleted in line with the
policy of the PRINCIPAL in regard to involvement of Indian agents of foreign
suppliers].
List of Branch of IDBI Bank to be attached.