Are You Suprised ? s10

Schedule no :

Dated :

JANATA BANK LIMITED P.O.BOX NO.-2630, ABU DHABI ABU DHABI UAE

T E N D E R S C H E D U L E

SUPPLY, INSTALLATION AND COMMISSIONING OF ATM SERVICES AND ATM MECHINES FOR UAE OPERATION OF JANATA BANK LIMITED. ********************************* JANATA BANK LIMITED CHIEF EXECUTIVE’S OFFICE ABU DHABI UAE T E N D E R S C H E D U L E Sealed quotations are invited from internationally bonafide manufacturers or authorized agents or dealers or re-sellers of the manufacturers in United Arab Emirates for supply, installation and commissioning of ATM services and 5 (five) ATM machines for UAE operation of Janata Bank Limited namely at Core Centre at Abu Dhabi, Abu Dhabi branch, Dubai branch, Sharjah branch and Al-Ain branch on Turn-Key basis. Total ATM Solution for Debit Card Management, Personalization, Pin mailer, ATM Acquiring and ATM Machine will be installed at different branches of Janata Bank Limited, United Arab Emirates Required items have been categorized as follows: Category - I : Total ATM Solution for Debit Card Management, Personalization, Pin mailer, ATM Acquiring, etc Category - II : 5 (five) ATM Machine with cash management service The bidders are requested to submit their offer as per above category. The bidders will have to submit their complete offer either for all the above categories or any one of the above categories. Partial offer in each category will not be accepted. Preference will be given to those Bidders who will submit quotation for all the categories. INSTRUCTIONS, TERMS & CONDITIONS AND INFORMATION FOR BIDDERS :

1. BIDDER'S QUALIFICATION : 1.1 The Bidders should have at least three years experience in marketing and have already supplied similar ATM services and ATM machines to their customers earlier and are maintaining the same satisfactorily (documentary evidence required) in UAE. 1.2 The Bidders should have ability and compatibility to connect with CBUAE switch and past experience on the same work. They also must have the capability to support Visa/Master Card 1.3 The Bidders must be latest PCI DSS (Payment Card Industry Data Security Standard) compliance service provider (documentary evidence required). 1.4 The Bidders must ensure that the related interface with Switch be compatible with ATM operation, Mobile enabled Remittance operation, Core Banking System, Central Bank of UAE switch. 1.5 The Bidder should have the connectivity facility for other vendors which is scalable in future needs. 1.6 The Bidders must be a bonafide manufacturer / authorized dealer / re-seller of the manufacturers of a well known brand and have been marketing those products in UAE. They have to provide documentary evidence confirming the above fact. Clones and assembled copies will not be accepted and need not be quoted. 1.7 The Bidders should have a fully equipped service bureau in UAE manned by adequately qualified technical personnel for maintenance and support of proposed solution. 1.8 The Bidders must be able to ensure continuous support for maintenance of ATM hardware, software and ATM services and supply of spare parts / accessories for maintenance of hardware, software and ATM services for at least 5(Five) years including the warranty period.

- 2 - 2. FORM OF TENDER : Tenders are to be submitted in Two Envelope System, one containing and marked "Technical Offer" and the other containing and marked "Financial Offer" and both the covers shall then be packed in one sealed cover.

3. TECHNICAL & FINANCIAL OFFER: 3.1. Technical Offer: Technical Offer shall contain all information required for technical evaluation of tender, which shall include the following: a) Brand Certificate for ATM machine and software for ATM services to be supplied.

b) Name, Address, Nature of business, Date of commencement of business of the bidders in UAE. c) Agency / Dealership / Re-seller ship certificate of the manufacturers (Initial and Latest contract), Trade License, and other license/certificate, supporting against date of commencement of business, etc. as may be applicable. d) List of clients along with number and Brand of offered item sold to them (with supporting documents). e) Satisfactory performance certificate regarding after sales services from existing clients. f) Full sets of original catalogue, brochures, leaflets, etc. mentioning detailed technical and general specifications of the offered item and other peripherals shall have to be submitted. g) Manufacturer's guarantee / warranty as to the fitness and functions of the equipment mentioning their country of origin to be supplied.

h) Declaration of submission of earnest money with Financial Offer as specified in the tender document. Tender document submitted without earnest money shall be considered as invalid and as such cancelled. i) The Bidder may include any other items(s) if they seem necessary for this system. j) Particulars of information duly filled in as per Annexure- A.

k) The supplier shall submit a training schedule for at least 10(ten) personnel of the Bank on all hardware and software basic maintenance level for offered items. This training shall be provided at no additional cost to Bank and on Bank's premises or premises acceptable to Bank.

3.2. Financial Offer: The Offer shall contain the quoted price of all the items duly supported by the following:- a) Manufacturer's / Supplier's offer with validity thereof. b) Complete analysis of rates as noted in the tender-schedule. c) Yearly maintenance cost with full labor and parts showing detailed year-wise and item-wise break down for a period of at least 5(Five) years including warranty period. d) Earnest money as specified in the Tender Schedule. e) Particulars of information duly filled in as per Annexure-B

- 3 - 4.PRICE OF A TENDER SCHEDULE AND SUBMISSION OF TENDER : 4.1. Quotation has to be submitted category wise. One bidder can submit quotation for all categories or for any one of the categories but partial quotation of a category will not be accepted. 4.2.The tender schedule will be available at the following address during office hours on payment of AED 1500/=(One thousand Five hundred) only per set in the form of Pay Order/Manager’s Cheque (non- refundable) favoring Janata Bank Limited. The Chief Executive UAE Branches Janata Bank Limited P.O.Box-2630 Abu Dhabi UAE 4.3. All tenders including supplementary data, information shall be in English. An original and a copy of the bid shall be submitted. The tenders shall be marked: - “Tender for supply, installation, commissioning and after sales maintenance of total ATM solution and ATM machine on Turn-key basis ." 4.4. All tenders shall be dropped in the tender box to be kept at the above noted address. No late tender shall be entertained. Tender papers must be properly filled-in, sealed, signed with adequate information on the bidder's qualifications, technical details of the manufacturing, utility and performance of the items offered, the data called for in the specifications including descriptive materials, drawings, guarantees etc. Without which the tender may be canceled for lack of information. 5. OPENING OF TENDERS: The "Technical Offer" and the "Financial Offer" shall be in two separate sealed cover with distinct marking and both the covers shall then be packed in one sealed cover. The technical offer will be opened first and evaluated on technical principle. If the technical offer on evaluation is found to be acceptable, only then the financial offer will be opened for evaluation, otherwise the financial offer will not be opened and shall be returned to respective bidder immediately after the technical evaluation. The technical offer will be opened on the tender closing date at 00:00 p.m. at the above- mentioned address where the intending bidders may remain present, if desired.

6. EARNEST MONEY: The bidders shall submit with tender an earnest money in the form of a Pay-Order favoring Janata Bank Limited from a local schedule bank for 2% (two) of the total tender value in both total ATM solution and maintenance as quoted in the tender. 7. PREPARATION OF BIDS: An original and a copy of the bid shall be submitted. No conditions attached to the bids will be acceptable.

- 4 - 8. PRICES, CURRENCIES, MODE OF PAYMENTS, PERFORMANCE BOND AND INSURANCE: 8.1. Price: Bidders shall enter their quotations in the “Financial Offer schedule” for undertaking the works under this contract with all rates and amount in UAE Currency. The bids shall be submitted on a firm and final price basis which will be inclusive of all duties, import permit fees, customs and clearance charges, taxes, VAT, transportation, etc. All price quoted shall be for the entire contract period and no price adjustment will be acceptable / allowed. 8.2. Payments: All payments under this contract shall be made in UAE Currency on successful commissioning of the items (category-wise) and other peripherals at the buyer's premises on "turn-key" basis. Initially, 50% (fifty percent) of the total accepted cost will be paid after successful implementation and commissioning of the systems and related peripheral. 35% (thirty five percent) of the total accepted cost will be paid after 3 (three) months of successful live operation. 8.3 Performance Bond: The remaining 15% (fifteen) of the total accepted cost will be retained by the Bank as performance Bond in the form of cash or unconditional Bank Guarantee for a period of 1 year or more till the performance is satisfied and accepted by Janata Bank Limited. This period will be counted from the date of acceptance / commissioning certificate to be issued by the Bank on successful implementation and commissioning of the system along with related devices. Certificate of proper commissioning issued by the bank shall be final and it cannot be called in question in any manner whatsoever.

9. INSURANCE: The seller shall bear the cost for the insurance of the goods supplied under the tender. The insurance shall cover all losses, damages, or destruction, which may arise in the equipment during transportation, installation and until taken over by the purchaser after its full commissioning.

10. GUARANTEES AND WARRANTY: The seller shall guarantee that the items shall be new and of the best quality in workmanship and materials, shall have no defect in design or manufacture, shall meet the requirements of the specifications, and shall be in all respects suited to the purposes intended. The warranty period for ATM machine and/or other hardware shall be at least for one year from the date of the commissioning certificate to be issued by the Bank .The warranty period shall be extended for the Hardware/system down time counted in days. Replacement of hardware(s) shall be identical in all respects to the hardware(s) originally supplied. Upgrade models from the same manufacturer and at least of the same capacity of original one will be acceptable. The seller shall provide remedy at free of cost to the buyer for all defects in design, materials and workmanship which may develop under normal use during warranty period.

11. MAINTENANCE: On expire of the warranty period, the buyer may sign a maintenance contract with the supplier(s) for smooth functioning of supplied System(s) and associated peripherals. The maintenance of System(s) and associated peripherals shall be done by the supplier(s) without any interruption of normal banking operations .The supplier(s) shall have to give an undertaking to render maintenance services by their personnel for at least 5(five) years after successful implementation and commissioning of the total system along with related devices . This period will be counted from the date of acceptance / commissioning certificate to be issued by the Bank on successful - 5 - implementation and commissioning of the system along with related devices. Certificate of proper commissioning issued by the bank shall be final and it can not be called in question in any manner whatsoever. The supplier(s) must specify the maintenance charges for the ATM hardware & ATM solution and associated peripherals to be supplied for yearly maintenance contract with full labor and parts after the expire of the warranty period showing details year-wise and item-wise break down for a period of five years . The charges must be comprehensive under an annual maintenance contract with full labor & parts basis . The maintenance charges shall not be paid in advance.

12. CHOICE OF LAW: 12.1. GOVERNING LAW AND DISPUTES:

12.1.1. Any dispute, controversy or claim arising under this Agreement or related thereto shall, insofar as is possible, be settled amicably by the parties. The parties agree to negotiate in good faith to settle any such disputes.

12.1.2. Any dispute, controversy or claim arising under this Agreement or related thereto which can not be amicably settled by the parties shall be settled by arbitration. Such disputes shall be referred to arbitration by three (3) arbitrator one arbitrator nominated by each of the parties and the third chosen by the two (2) arbitrators so nominated by the parties. The parties agree that until the arbitration proceedings are complete, they shall not take such dispute to a court of law. The arbitration shall in all matter be govern by the UAE laws. The venue of the arbitration shall be UAE. The language to be used in the arbitration proceedings shall be English.

12.2. GOVERNING LAW AND JURISDICTION: This agreement shall, in all respect, be governed by and construed in all respect in accordance with the Laws of United Arab Emirates (UAE) in relation to any court proceedings relating to this agreement and / or enforcement of arbitration award, the parties irrevocably submit to the exclusive jurisdiction of the courts in UAE.

13. VALIDITY OF TENDER: Tender offer must be valid for acceptance for a period of 90 (ninety) days from the date of opening of tender. Tenders offering shorter validity period may be rejected .The buyer reserves the right to modify, correct, amend, clarify, extended, or cancel this tender at its own discretion without reason or explanation, and without penalty. 14. URGENCY OF DELIVERY: Time of delivery is the essence of the contract. The delivery period for the items is 30 days from the date of issue of award letter for work. Complete delivery of each item at the respective premises shall be done within the period specified here in. 15. COMPLETION PERIOD: The delivery, installation, training, testing and full commissioning of the items shall have to be completed within a period of 120 (one hundred twenty) days from the date of issuance of work-order.

- 6 - 16. PENALTY: If the supplier(s) fails to supply the required items/system and commission the same in the stipulated time as per tender schedule, the buyer reserves the right to impose penalty which may be @ 3% of the contract value per month or a part thereof, for the first month from the expire of the completion period and 5% of the contract value per month thereafter. The buyer reserves the right to cancel the contract if the items/system is not commissioned within the stipulated completion period. The buyer also reserves the right to forfeit the earnest money if the supplier fails to supply the items/ system as per work order.

17. COUNTRY OF ORIGIN: The supplier(s) shall clearly specify the country of origin of all goods to be supplied under the contract. For this "origin" shall mean the place where the goods are manufactured. 18. ACCEPTANCE AND REJECTION OF TENDERS: Non-compliance of pre-conditions set forth will lead to cancellation of tender which can not be called in question in any court. The purchaser does not bind itself to accept the lowest tender or any tender. The purchaser reserves the right to accept or reject any tender without assigning any reason whatsoever. Furthermore, the purchaser reserves the right to waive any informality or irregularity in any of the tenders submitted. During the award of the contract the purchaser reserves the right to include or exclude any item or increase or decrease any item or quantity of items quoted in the tender.

19. TOTAL TENDER VALUE: The bidders shall quote their prices for all items on firm basis for entire period of tender validity. The total tender value shall be clearly shown and shall include all costs (including duties, taxes and VAT, transportation, etc.) related to this tender for each unit of item and peripheral items required for installation and operation of the total ATM solution and associated peripherals. 20. SIGNING OF SUPPLY AND MAINTENANCE CONTRACT : The successful bidder shall have to sign a supply contract with the Bank, sample of which is attached at Annexure-C. On expiry of the warranty period, vendor has to sign maintenance contract with the Bank. The maintenance agreement shall be prepared in the light of the Tender Schedule and Supply Agreement.

21. INSPECTION AND ACCEPTANCES: The buyer shall have the right to inspect the items/System and associated peripherals under contract during installation at the location of the buyer including access to the drawings, documentation and test results to ensure that the items supplied conform to the details of the specifications and requirements. Upon successful commissioning of the items/system to the satisfaction of the buyer and upon acceptance, an appropriate certificate may be issued. Should the items fail to perform or meet the requirements of the specifications to the satisfaction of the buyer, within the period prescribed in paragraph 14, the seller shall either replace or undertake to make all necessary alterations at his own cost in a manner satisfactory to the buyer, and be subject to the penalties as set out in paragraph 16.

- 7 - 22. SCOPE OF SUPPLY: 22.01. The supplier(s) shall be fully responsible for supply, installations, erection, testing, commissioning etc. of the total system along with related software, Associated Equipment and other ancillary electrical and mechanical works with the existing system/installation. 22.02. Full sets of operating manuals to be supplied. 22.03. All software must be original and from authorized distribution channel (if available) and the supplier shall also be capable of upgrading any software legally as per international regulations.

23. AWARD OF CONTRACT: Contract award will be made to the responsive bidder whose bid has been determined to be the best evaluated bid and who shall meet the standard of capability and required financial resources. During the award of the contract, buyer reserves the right to include or exclude any item or increase or decrease any quantity of any items specified in this schedule. 24. GENERAL FEATURES:

With the submission of the bid, the bidder acknowledges that it had accepted the terms and conditions of the schedule. The terms "bidder(s)", "seller(s)", "tenderer (s)” are interchangeable and each shall have the same meaning.

25. ADDITIONAL REQUIREMENT: The seller should specify/mention the additional requirement (compatible with their system) in the submitted tender such as communication link, any hardware/software, etc. with full technical specification which it will be required for smooth operation of the total system and a draft for service level agreement (SLA).

26. TECHNICAL SPECIFICATIONS: All items must be clearly mentioned individually with clear specification according to the tender specification. The tender must provide proof of authenticity of all hardware and software. Under no circumstances must a tenderer replace or add parts (non-authorized by Manufacturer). The tenderer must provide valid Manufacturer's license for all software products purchased.

- 8 - The minimum specifications of different items are mentioned below; tenderers may wish to exceed them or provide at least one alternative in each category; but the original offer will get preference.

26.1. CATEGORY-I: Total ATM Solution for Debit Card Management, Personalization, Pin mailer, ATM Acquiring, etc Name of Item or Specification and Standards Related Service Issuance & Product Definition Environment - Application Processing - Issuance Life cycle - Card number Management of Debit generation - Account Link / De-link - Limit updating - Hot listing of cards / Activation - Card Duplicate Pin - Search Engine – Reports, Proprietary ATM debit card used in UAE switch with “VISA” service Personalization of key set-up on Personalization system, Authorization system, automated insertion module, , EMV Debit Cards Standard size & quality of cards

Generation of Pin PIN management, Standard PIN mailer stationary Mailers

Printing of Card Carrier Standard card carrier printing, card pasting on card carrier and envelop insertion with at least and Auto Insertion two additional marketing inserts.

Settlement with Card UAE Switch Schemes

Chargeback / Disputes Chargeback (issue/acquiring) /dispute solution procedure should be clearly mentioned ATM Monitoring 24 * 7 Monitoring for errors/faults, Immediate escalation, Weekly report, At Least the following list of errors will be monitored: (i) Cassettes – Low, warning, out or Fatal error (ii) All Cassettes Down (iii) No Currency in the Cassettes (iv) Cash Handler Fatal Error, Warning, Reject Bin Overfill, Card Bin Overfill (v) Magnetic Card Reader - Fatal Error, Warning, suspended (vi) Receipt Printer or Journal Printer - Fatal error, Warning, Low, Paper Out (vii) ATM Closed or down (viii) Communication Line Down

Fraud Monitoring The monitoring of transactions will be done 24 * 7 based on rules specified by the Bank and setup on system, easy creation of rules & strategies and easy implementation, comprehensive Management Information & reporting Interface with Core Setup with core banking system which should be compatible to ISO 8583 and TCP/IP, Banking System customization

ATM configuration certification with UAE Switch & card scheme, ATM Configuration with Connectivity Testing setup (including Screen Designs)

Connectivity facility Connectivity facility to other selected vendors.

Others Switching Debit Card Transactions, Acquiring ATM Transactions, SMS Solution Training Training should be provided at administrative and user level

- 9 - 26.2. CATEGORY – II: ATM Machine with cash management services

1. Brand Internationally Reputed brand 2. Model Should be mentioned 3. Architecture Through-the-Wall, slim 4. Operating platform Intel Core 2 duo 3.16 GHz, FSB 1333 MHz, 2 GB RAM, 160 GB Hard Disk Or equivalent Intel Mother Board 5. Operating Software Support multi OS including Windows XP Pro with license (OS) 6. Communication Support LAN Ethernet 10/100/1000, TCP/IP and other protocol 7. Display Minimum 15” LCD color with 8 FDKs 8. Key Board PCI compliant Alpha Numeric key Board 9. Card Reader/writer Chip card and magnetic stripe read write capability, EMV compliant 10. Dispenser Minimum 4 standard cassette, Bunch, retract & purge capability 11 Cash Deposit Support any denomination of UAE currency deposit (Card & Manual) 12. Cheque Deposit Scalable cheque deposit minimum 20 cheques per bunch, MICR Read, endorsement by print 13. Remittance Services Support ATM through Remittance Services. 14. UAEDDS Support UAEDDS activities 15. Printer Receipt Printer (80mm graphics thermal printer), Journal Printer (80mm graphics thermal printer), Statement Printer (80 column) 16 Security Fraud Countermeasures, Physical security, Software and Network Security should be available 17. Safe CEN L or equivalent 18. Training Training on 1st level troubleshooting, Cash uploading, etc. 19. Others Standard collar, Led lighting, weatherized, Media Entry and Exit Indicators, Camera, PIN Shield, multilingual menu support, etc

26.3. CATEGORY – III: ATM interface with Switch services: The related interface with Switch to be provided by ATM Solution provider must be compatible with ATM operation, Mobile Enable Remittance Operation, Core Banking System, Central Bank of UAE (CBUAE) switch.

- 10 - FINANCIAL OFFER SCHEDULE

QUOTATION FOR SUPPLY, INSTALLATION AND COMMISSIONING OF TOTAL ATM SOLUTION FOR DEBIT CARD MANAGEMENT, PERSONALIZATION, PIN MAILER, ATM ACQUIRING AND ATM MACHINE FOR UAE OPERATION OF JANATA BANK LIMITED ON "TURN KEY" BASIS

CATEGORY–I: Total ATM Solution for Debit Card Management, Personalization, Pin mailer, ATM Acquiring, etc (A) Setup fees: Sl. Item Description Quantity Unit Price Total No. Price

(B) Recurring cost:

CATEGORY – II: ATM Machine with cash management services Sl. Item Description Quantity Unit Total No. Price Price

QUOTATION FOR YEAR WISE MAINTENANCE COST WITH FULL LABOUR AND PARTS OF TOTAL ATM SOLUTION FOR DEBIT CARD MANAGEMENT, PERSONALIZATION, PIN MAILER, ATM ACQUIRING AND - 11 - ATM MACHINE FOR UAE OPERATION OF JANATA BANK LIMITED ON "TURN KEY" BASIS:

CATEGORY – I: Total ATM Solution for Debit Card Management, Personalization, Pin Mailer, ATM Acquiring, etc

Sl No. Item Description Year wise maintenance cost with full labor & parts for a period of five years including warranty period. YR-1 YR-2 YR-3 YR-4 YR-5

CATEGORY – II: ATM Machine with cash management services Sl No. Item Description Year wise maintenance cost with full labor & parts for a period of five years including warranty period . YR-1 YR-2 YR-3 YR-4 YR-5

Bidder's Name, Signature, Seal and Address______

______

BID FORM

Having examined the terms, conditions, instructions and specifications included in the tender schedule, we the undersigned offer to supply, installation and commission of the ATM services and ATM machine for UAE operation of Janata Bank Limited, UAE braches in conformity with the said conditions and specifications for the sum of AED......

We undertake, if our bid is accepted, to commence delivery within ------days and to complete delivery of all the items within the period specified in the tender document.

We undertake to complete the job within the period as specified in the tender schedule.

- 12 - We agree to abide by this bid for the period of 90 days from the date of opening this offer.

Until a formal contract is prepared and executed, this bid together with your written acceptance thereof in your notification of award shall constitute a binding contract between us.

Dated this ______day of______2013

------(Signature)

______(In the capacity of)

Duly authorized to sign bid for and on behalf of ______

______

Witnesses with address:

ANNEXURE - A Technical Offer (Quick Reference):- 1 - Name : Address :

Nature of Business :

Date of commence of business in UAE: : 2 - Manufacturer/Dealership/Re-seller ship Folio Not certificate No. submitted 3 - Trade license Folio Not No. submitted 4- PCI DSS compliance document Folio Not - 13 - No. submitted 5 - Bio-data of hardware/technical personnel Folio Not No. submitted 6 - List of clients Folio Not No. submitted 7 - Satisfactory performance certificate regarding Folio Not after sale service from the existing clients No. submitted 8- Full sets of : Catalogues Folio Not No. submitted Brochures Folio Not No. submitted Leaflets Folio Not No. submitted Others Folio Not No. submitted 8 - Manufacturer’s guarantee / warranty Folio Not No. submitted 9- Country of Origin Folio Not No. submitted 10- Declaration for submission of Earnest money Folio Not with Financial Offer as specified in the tender No. submitted document 11- Program / schedule for training Folio Not No submitted 12- Yearly maintenance cost with full labor, parts Folio Not No submitted

ANNEXURE - B

Financial Offer (Quick Reference): -

1 - Name :

Address :

Nature of Business :

Date of commence of business in UAE: :

- 14 - 2 - Manufacturer/Dealer/Re-seller’s offer Folio Not No submitted

3 - Analysis of rates Folio Not No submitted

4 - Yearly maintenance cost with full labor, Folio Not parts No submitted

5 - Earnest Money Folio Not No submitted

ANNEXURE-C

AGREEMENT FOR

SUPPLY, INSTALLATION AND COMMISSIONING OF TOTAL ATM SOLUTION FOR DEBIT CARD MANAGEMENT, PERSONALIZATION, PIN MAILER, ATM ACQUIRING AND ATM MACHINE FOR UAE OPERATION OF JANATA BANK LIMITED ON "TURN KEY" BASIS

This Deed of Agreement is made on the ...th day of the month of...... in the year two thousand ten of the Christian era.

B E T W E E N

- 15 - JANATA BANK LIMITED, Chief Executive Office, Post Box no.- 2630, Abu Dhabi, United Arab Emirates (“Bank” which expression shall where the context so requires, permit, include it's successors- in-interest and assigns).

AND … … … … … … … … … ..., a company organized under the laws of UAE having an office at …………………………….(“Vendor” which expression shall where the context so requires, permit, include it's successors-in-interest, assigns, liquidator). The parties agree as follows: Article 1. Basic Agreement and Definition

1.1 Vendor agrees to sell to Janata Bank Limited, install, commission and maintain the total ATM services and ATM machines as per attached in accordance with the requirement of the Bank. The supply of all goods and services shall include but not be limited to those required under the equipment list only in which case Vendor may supply the better ones acceptable to the Bank. Bank agrees to pay for the Equipment and Maintenance in accordance with the terms of this Agreements.

1.2 For the purposes of this Contract : a)” Available” with respect to the Equipment shall mean time when the Equipment is capable of full operation in accordance with the Specifications but shall not include time when it :

i) operates inconsistently or erratically; ii) is incapable of performing its required functions; iii) is in the process of being maintained or repaired; iv) is inoperable because of failure of, or a defect in, a hardware or software component of the Equipment that renders the Equipment useless for Bank's purposes; or v). has a defect in operating System Software .

The Equipment shall be considered available, when it fails to operate because of external factors such as a power failure, failure of Equipment or software not supplied by Vendor, the negligence or wilful misconduct of Bank or its employees or agents (other than Vendor, its agents or employees or persons for whose acts any of them are responsible). Availability percentage on a daily basis shall be computed by adding available time and time for scheduled maintenance and dividing the result by 10 hours. (b) “ Equipment “ means all the hardware system, services (Card management, card personalization, PIN mailer, ATM acquiring, etc.) and other essential software and accompanying documentation to be supplied by Vendor as listed on the Equipment and Price list including cables, terminals, connectors and spares, etc. (c) “ Operating System software “ means environmental software i.e. software supplied the Equipment necessary to make it operate as opposed to software that runs applications. (d) “ Specifications " means any statement of the performance, physical characteristics, operating characteristics, space requirements, modularity, timing requirement and the like of the Equipment whether contained in the vendor's Proposal dated ______, or other Contract Documents.

Article 2. Contract Documents

2.1 The following documents together with the work-orders and Agreement ( the “ Contract Documents “ ) constitute the complete Contract between the parties, and each document is made a part of the Contract with the same force and effect as if set forth in full in this Agreements. In the event of any inconsistency among the Contract Documents, they shall be construed in the following order of precedence :

(a) This Agreement. (b) Equipment and Price List (Annexure --). - 16 - (c) Manufacturer's Specification. (d) Tender Schedule. (e) Vendor proposal dated ______. (f) Letter of acceptance. Article 3. The Equipment

3.01. Vendor agrees to supply the Equipment as enumerated in Article 3.02 to Janata Bank Limited.

3.02. The Equipment shall consist of the services, components, both hardware and software, shown on the Equipment and Price list (Annexure----) . Each hardware, software and service component shall conform to the Specifications respecting the component in all respects. 3.03. Any configuration shown in the Equipment and Price List shall be deemed incomplete and undelivered if any component, of either hardware or software, within that configuration has not been delivered, or if delivered, is not operational or acceptable in accordance with Articles 4 and 5 of this agreement . 3.04. Vendor shall provide or secure for Janata Bank Limited any necessary sublicenses or direct licenses and associated maintenance agreements for all necessary Operating System Software including the Operating System Software listed in the Equipment and Price list. Under any licensing or sublicensing agreement of Operating System Software that Vendor may secure, Bank shall have the right to make backup copies of the licensed programs, and shall be entitled to use the licensed programs from the Equipment List at no additional licensing fee. 3.05. Within seven days of the execution of this Contract, Vendor shall prepare and submit an Acceptance Test Plan for Janata Bank's review and approval. The Plan shall be designed so that use of the Plan shall test and demonstrate whether the Equipment performs in accordance with the reliability and other standards of the Specifications and shall at a minimum include the requirements stated in the Vendor's proposal dated ______. Bank shall not be obligated to use the Plan prepared by Vendor in acceptance testing but may use it or any parts of it in Bank's sole discretion.

Article 4. Delivery and Installation

4.01. The Equipment shall be available for delivery within 30 (thirty) days to the respective premises of the Bank at the expenses of the vendor after the date of issuing of work-order by Bank, failing which Bank reserves the right to cancel the work-order and forfeit the earnest money. Vendor shall install and commission the Equipment and make it operational within 60 (sixty) days from the date of issuing of work-order by Bank and start operation soon after installation of Equipment. If the Vendor fails to deliver, install and commission the equipment within the specific period, the Bank reserves the right to cancel this contract and forfeit the earnest money. Vendor shall provide a commissioning certificate to the Bank after full commissioning of the Equipment. Vendor shall arrange for delivery of the equipment to the installation site designated by Janata Bank Limited on or about the specific time. Vendor shall arrange for all transportation and sufficient insurance to fully protect the Equipment. Vendor shall pay for all transportation, rigging, drayage, insurance, import duties, taxes, VAT, license fees and all other such charges. Risk of damage or loss for whatever reason shall be upon vendor until the Equipment is installed and certified ready for acceptance testing, at which time it shall pass to the Bank. After installation, vendor shall be responsible for any loss or damage to the equipment caused by negligence or wilful misconduct of Vendor.

4.02. Site Preparation: Vendor has examined the installation sites and has indicated in its proposal any modifications of floor plan, configuration, power, interface or environment needed to successfully install the Equipment. Bank shall modify the installation site in any particular required by Vendor's proposal not later than 14 calendar days prior to the Equipment Delivery Date, and the sites shall thereafter be available for inspection - 17 - and approval. If Vendor shall be deemed to have approved them all further site preparation work shall be the responsibility of Vendor. If Vendor shall inspect, notice in writing shall be given promptly to Bank of Vendor's approval or disapproval; if disapproved, Vendor shall set forth in detail each deficiency discovered and Janata Bank shall correct the deficiency within a reasonable length of time after receipt of Vendor's notice. Any alterations or modifications in site preparation that are attributable to incomplete or erroneous specifications provided by Vendor and which involve additional expense to Bank, shall be made at the expense of Vendor.

4.03. Vendor shall be responsible for unpacking, uncrating and initiate the Equipment, including the installation of all necessary cabling and wiring, connection with power, and utility and in all other respects making the Equipment ready for operational use. Initiation shall be under the direction of Bank and shall not interfere with Bank's ongoing jobs. Upon completion of Vendor's or the manufacturer's standard test procedure at Bank's location, Vendor shall certify that the Equipment has been properly initiated, meets the specifications and is ready for use and for acceptance testing.

4.04. After installation, Vendor shall remove all rubbish and refuse created by the work leaving the installation site in clean condition. This includes repair and replacement of damage to walls, floors including carpeting, ceiling, furniture and furnishings.

4.05. Any delay in the delivery of the Equipment or any component in excess of 30 calendar days or any delay in installation the Equipment in excess of 60 calendar days beyond the Equipment delivery Date shall be considered an irreparable delay and Bank shall thereupon have the right to cancel the Contract. If Bank shall, at its opinion, elect to excuse the delay, the Bank may do so by an instrument that shall include an adjourned date for the delayed delivery as to which time shall be of the essence. If the Bank elects to excuse the delay, it may impose a penalty at 3% of Contract value per month or part thereof, for the first 3 months from the Equipment Delivery Date and 5% of the Contract value per month thereafter. If the Bank does not excuse the delay, it may cancel this contract and recover its damages from vendor. Bank may elect to postpone the Equipment Delivery Date up to 60 calendar days upon notice to Vendor at least 20 calendar days prior to the Equipment Delivery Date.

Article 5. Acceptable Test 5.1. Upon Vendor's certification of readiness, Bank shall perform a two-part acceptance test, assisted by Vendor.

(a)During the first part, Bank will operate the Equipment to determine whether each component of the Equipment and the entire Equipment performs the functions stated in the specifications and is otherwise in accordance with the descriptions of the specifications.

(b) The Bank shall operate the Equipment in a manner that tests, as much as possible, whether it meets, without material deviation, established benchmarks and the reliability and other standards of the Specifications with both simulated and actual bank work to the satisfaction of the Bank at its sole discretion.

5.02. If the Equipment fails to meet the specifications in any of these tests, Vendor shall either (a) modify or adjust the Equipment to meet the requirement; (b) replace or add, at no additional cost to Bank, such components as may be necessary to make the Equipment meet the requirement. After any adjustment, modification, repair or replacement, the tests described above shall be run again and, if the Equipment still fails to meet the established acceptance characteristics, Bank shall have the right to cancel this Contract, permit vendor to remove the Equipment and obtain from Vendor reimbursement of all payments made to Vendor under this contract and the cost incurred by Bank in preparing for the installation of the Equipment. If Bank does not decide to cancel, it may decide to follow the entire 30 calendar days acceptance test again.

- 18 - 5.03. If the Equipment passes the acceptance test , Bank shall certify to Vendor that the Equipment has been accepted and commissioned and the date of acceptance and commissioning. Certificate of proper commissioning issued by the Bank shall be final and it can not be called in question in any manner whatsoever. Article 6. Payment/Performance Bond

6.1. All payments under this contract shall be made in UAE Currency on successful commissioning of the items (category-wise) and other peripherals at the buyer's premises on "turn-key" basis. Initially, 50% (fifty percent) of the total accepted cost will be paid after successful implementation and commissioning of the systems and related peripheral. 35% (thirty five percent) of the total accepted cost will be paid after 3 (three) months of successful live operation.

6.2. The remaining 15% (fifteen) of the total accepted cost will be retained by the Bank as performance Bond in the form of cash deposit or unconditional Bank Guarantee for a period of 1 year or more till the performance is satisfied and accepted by Janata Bank Limited. This period will be counted from the date of acceptance / commissioning certificate to be issued by the Bank on successful implementation and commissioning of the system along with related devices. Certificate of proper commissioning issued by the bank shall be final and it cannot be called in question in any manner whatsoever.

Article 7. Price Protection

7.1. In the event of any price reduction made by the manufacturers of the equipment before delivery of the goods, the Vendor shall reduce the price accordingly to protect interest of the Bank.

Article 8. Title: License

8.1. Upon Bank's payment to Vendor of the full Purchase Price of each piece of Equipment: (a) Title to the Equipment shall vest in Janata Bank Limited and (b) Vendor shall grant to Janata Bank Limited a fully-paid, perpetual, irrevocable, non-exclusive license to any software described in the Specifications including documentation and technical materials related to the software. Vendor shall provide to Bank all improvements, additions or modifications made to the version of the software licensed to the Bank, as soon as they are available or provided to Vendor's other customers.

Article 9. Warranty

9.1. Vendor warrants: (a) That the Equipment, for at least warranty period following its acceptance and commissioning by Bank shall be safe, of merchantable quality, free from defects in material and workmanship under normal use, free from significant programming error, shall remain in good working order, and shall conform to and perform in accordance with the Specifications. (b) that (i) Vendor has conveyed good and clear title to all hardware components of the Equipment, free and clear of all liens and encumbrances, whether of Vendor or of any third party and Vendor will defend Bank's title and Vendor's right to sell the Equipment; and (ii) the Equipment, when accepted, is at the manufacturer's current level of engineering changes and logic improvements and is eligible for manufacturer's maintenance; (c) that Vendor has full power and authority to grant the license granted to Bank by this contract; and (d) the Equipment, and the use of the Equipment by Bank, shall be in compliance with all applicable laws, rules and regulations. If the Equipment fails to fulfil completely the warranty in paragraph (a) above, Vendor agrees to take all necessary action, at no cost to Bank, to restore the Equipment to the functional and performance levels of the Specifications. Vendor may, at its option and its expense, do this by repairing, adding or replacing Equipment. If Vendor's actions to restore the Equipment to the functional and performance levels of the specifications are

- 19 - unsuccessful, Bank may require Vendor to replace the Equipment with new Equipment at the cost and expense of Vendor. Vendor agrees to maintain appropriate levels of spare parts , and to respond in the times required for maintenance under Article 13 to request for assistance , to assure that these requirements are fulfilled. Vendor further agrees to maintain the Equipment at the manufacturer's latest level of engineering changes and logic improvements and certifies that, at the end of the warranty period, the Equipment will be eligible for manufacturer's maintenance. This warranty excludes repairs made necessary by misuse, abuse, negligence of Bank, accident, theft, unexplained loss, fire, flood, wind, act of God or public enemy, or any other event beyond Vendor's reasonable control. Except as provided elsewhere in this contract there are no warranties of fitness for a particular purpose. Vendor agrees that preventive maintenance scheduled during warranty period shall be at times mutually convenient to Bank and Vendor. In addition, if the Equipment bears one or more manufacturer's warranties, Vendor hereby assigns those warranties to Bank.

10. Delays; Cancellation for Cause

10.1. The parties may terminate this contract if either party breaches or its default of any material obligation under this contract which default is incapable of cure or which, being capable of cure, has not been cured within seven days after receipt of notice of the default by the other party. Upon termination, Vendor shall return all amounts, if any, paid by Bank under this contract. Vendor's obligation shall be secured by any Equipment already delivered to Bank under this Agreement and Vendor shall execute any documents deemed necessary by Bank to perfect its security interest. Following repayment, Bank shall hold all Equipment available for return to Vendor, using the same degree of care as Bank would use with respect to its own Equipment. Vendor shall promptly remove the Equipment from the Bank. Exercise of this remedy shall not limit any other remedy at law and equity available to either party. 10.2. If Vendor ceases conducting business in the ordinary course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under the Insolvency Act or any other statute relating to insolvency or the protection of rights of creditors, prior to acceptance, Bank may terminate this Contract. Vendor certifies that if any of these events occurs after acceptance (or if before acceptance and Bank does not elect to terminate this Contract ). Bank has the right to obtain spare, replacement, or compatible expansion equipment from alternative suppliers to Bank and has the right to maintain the Equipment or obtain maintenance of the Equipment from alternative suppliers.

Article 11. No Viruses

11.1. Vendor warrants that it has taken all commercially reasonable measures and performed all appropriate test to assure that the software, program, and other material supplied by Vendor performs only its intended functions, has no undocumented functions, and is free from a computer virus or other defect that might disrupt the normal operation of Bank's computer system and/or normal banking functions. 11..2. Vendor warrants that the computer program, software or other material supplied by Vendor performs only its intended functions, has no undocumented functions, and does not contain a computer virus or other defect that might disrupt the normal operation of Bank's computer systems and/or normal banking functions for this contract, “Computer virus” means a computer program, code, or set of instructions that when inserted into a computer's memory, operating system software, files or application program : (a) duplicates or has the ability to duplicate all or part of itself without specified user instruction; (b) erases, alters, or renders unusable any computer data, memory, software or related hardware in non- conformance with the specifications of the data, memory, software, or hardware; or (c) otherwise disrupts the normal operations of Bank's computer systems. The term includes, but is not limited to Trojan horses, bombs, and worms. 11.3.Vendor shall take all commercially reasonable measures necessary to repair all damages, and (notwithstanding any limitation on damages elsewhere in this Contract) shall be liable for all damage (including

- 20 - consequently damage), resulting from the operation of a computer virus contained in the software, program, or other material supplied by the Vendor. 11.4. In no event shall Vendor remove, alter, change, or interfere with the Equipment or software for purposes of preventing Bank from using the Equipment or software as the result of any dispute under this contract. Article 12. Training and Documentation

12.1. Vendor shall provide training 10(Ten) Bank personnel to permit bank employees to operate the Equipment and perform user maintenance and repair functions for the Equipment. This training shall be provided at no additional cost to Bank and on Bank's premises or premises acceptable to Bank. 12.2.For so long as the Equipment is installed, Vendor shall allow Bank personnel to attend at any time, or from time to time, any of the training or courses Vendor provides or in the future offers concerning the operation, of the equipment, in accordance with Vendor's published price list or at a mutually agreed upon price. If Vendor discontinues any courses related to the operation, of the Equipment, Vendor will make available, at Bank's request, the necessary instructors and materials to teach the courses on Bank’s premises, charges for these instructors shall not exceed vendor’s then-prevailing charges for these instructors to other users. 12.3. Vendor agrees to make available to Bank, so long as the Equipment is installed, all materials used by Vendor in any and all training courses taught by Vendor and all standard user guides and operations reference manuals (updated as necessary). Bank shall have the right to give instructions to Bank personnel using material supplied by Vendor. Bank's use of Vendor material shall include the right to reproduce the same solely for the permitted use, which use and reproduction shall not be deemed to violate or infringe upon any patent, copyright or other proprietary right of Vendor. 12.4. Vendor shall furnish, at no charge, the documentation, and any succeeding changes to the documentation. Bank may reproduce the documentation for use with the equipment. Vendor shall, prior to shipping the Equipment, provide Bank's as documentation one (1) copy of appropriate material, per price of Equipment satisfactory to Bank, describing the equipment, its performance characteristics, technical features, and so on.

12.5. Alongwith each shipment of Equipment, Vendor shall, when requested by Janata Bank Limited, provide documentation sufficient for Bank to operate, install, and maintain the Equipment.

Article 13. Maintenance

13.1 For charges set forth in the Equipment list during the 5(five) year period for Equipment with three years warranty period commencing from the date of issuing of commissioning certificate by Bank following the warranty period, Vendor shall maintain the Equipment so that it continues to meet the requirements of the Specifications. In default the bank will arrange to maintain the equipment and the vendor shall pay the amount at call without protest. 13.2 Vendor shall use its best efforts to provide immediate correction of problems in the systems that affect operations and will maintain the Equipment by installing all updated or revised versions, and supply technical bulletins and updated user guide as they become available. 13.3. On call Equipment maintenance shall be provided not more than two hours after telephone request and, on a monthly basis, 80 percent of all responses shall be within one hour, When Bank notifies Vendor of an emergency situation, however, Vendor shall respond within one hour of a telephone request. However, Vendor shall, at this option, repair or replace any part of the Equipment when there is a malfunction. If the Vendor thinks it necessary to take any defective Equipment at its premises for repair/ replacement, Vendor shall carry the Equipment with the help of it's own staff. All maintenance shall be performed by maintenance engineers certified by the manufacturer to perform maintenance of the Equipment. 13.4. Vendor shall perform all routine or preventive maintenance needed to keep the Equipment in good working order and condition and functioning as required by the Specifications and the Equipment

- 21 - manufacture's specifications. During warranty and maintenance period, Vendor shall perform all routine checkup at least once in a month.

13.5 Vendor shall maintain a supply of spare parts to make emergency repairs. There shall be no additional charge to Bank for replacement of parts during warranty period. Vendor shall ensure that replacement parts are available for at least 5(five) years from the date of commissioning certificate by the bank.

13.6 During the maintenance period, Vendors shall support the System and other Software by promptly diagnosing and correcting errors, bugs or problems; providing updated releases; providing updated user and software documentation; and replacing defective Operating System Software.

13.7 During the maintenance period Bank shall have the right to penalties for system downtimes as specified below: Downtime of the ATM system and/or the softwares in excess of 2(two) hours per day or 5(five) times per month shall result in a penalty of AED 2,000/- (two thousand) per hour for respective offices which is to be paid by the supplier(s) to Janata Bank Limited.

13.8. To ensure sufficient operations of the systems and other equipments, the supplier must keep in stock the critical components to meet emergency situations. 13.9. Bank may cancel maintenance service on 30 days notice to Vendor. If Bank cancels this service, Vendor shall supply bank with certification that Vendor has maintained the Equipment in accordance with the manufacture's maintenance specifications, and Bank shall have no obligation to pay maintenance fees from the date designated for termination. 13.10.Vendor shall be responsible for proper and smooth operation of Hardware and software free of charge during warranty period starting from the date of commissioning of the Computer system. After expiry of the warranty period, if desired by the Bank, the Vendor shall provide maintenance of the hardware with full labour and spare parts for a period of 5(five) years including warranty period . The year-wise maintenance charges during maintenance period will be as per Financial offer schedule. The maintenance agreement shall be prepared in the light of the Tender Schedule and the Supply Agreement and signed before the expiry of warranty period.

After 5 (five) years of Maintenance Period, if desired by the bank, the Vendor shall provide maintenance of the Hardware and Software in the light of this agreement. 13.11.The Bank may terminate the Maintenance Agreement by giving 30(thirty) days notice in writing to the Vendor. In such events charges on prorate basis, for the period not covered by the Maintenance Agreement will be refunded. Article 14. Supplies

14.1. Vendor shall provide Bank with specification for all supplies if any, that are required to operate the Equipment. The specifications shall not be proprietary. Bank shall have the right to procure them from the vendor or any other sources. Article 15. Confidential Treatment of Janata Bank System Information

15.1. Vendor shall not refer to Bank, in any publication or advertisement and shall not publicize in any way its role with respect to the Equipment without Bank's prior written consent.

15.2. Vendor acknowledges that any information, not contained in Bank’s published literature or not generally known outside Bank, that is obtained from Bank by Vendor or its employees or agents in the course of this Contract shall be treated as confidential in the same manner as Vendor's own confidential information and shall not be divulged by Vendors or any of its employees or agents to any other person without Bank’s prior written consent.

- 22 - 15.3. Except as otherwise provided in this Contract, Bank will hold confidential all information designated by Vendor as confidential in the same manner as Bank's own confidential information.

15.4. If confidential information is disclosed, the parties agree to take all reasonable measures, mutually agreed to by Bank and Vendor, to recover the information and prevent further disclosure of confidential information.

Article 16. Infringement Indemnity 16.1. Vendor shall identify any patented, copyrighted, proprietary, or other intellectual property material, used in its design for the Equipment and any other services provided hereunder and shall pay any fees necessary for the use thereof, Vendor shall indemnify and hold harmless Bank from and against any claims, damages, judgments or expenses resulting from a claim that any machine, program, or material forming part of the Equipment or any service provided by Vendor under this Contract infringes a copyright, patent, trademark, intellectual property or other proprietary right, or constitutes misuse of a trade secret or confidential information belonging to a third party, and will defend at its own expense any suit or proceeding brought against Bank alleging such infringement or misuse. If Bank's use of any Equipment or material provided here under is prevented by injunction or otherwise, Vendor shall, at its own expense and at Bank's option, either (i) procure for Bank the right to continue using such Equipment or material; (ii) modify it in a manner acceptable to Bank to become non-infringing; or (iii) substitute other non-infringing Equipment or materials acceptable to Janata Bank.

16.2. Janata Bank shall promptly notify Vendor of any claim under this Article 15 and cooperate with Vendor in the defence of any claim. Article 17. Access and Security The personnel and agents of Vendor shall have such access to Bank's premises as is reasonably to perform the services required by this Contract. In performing installation or maintenance, Vendor personnel and agents shall comply with Bank's access and security procedures. Any issued passes or other identification that Bank may require to be presented upon request to Bank personnel by Vendor personnel or agents seeking access to a Bank location shall be issued by Bank and shall be surrendered to Bank personnel upon Janata Bank's demand or upon termination of this Contract.

Article 18. Miscellaneous

18.1. Successors or Assigns. This Contract shall be binding on the parties and their respective legal successors and permitted Assigns.

18.2. Assignment. Neither party shall assign, subcontract, transfer or convey this Contract, any rights or obligations under this Contract, or any part of it without the prior written consent of the other party. Any attempted subcontracting or assignment without such prior written consent shall be void.

18.3. Titles. Titles are provided for convenience in reference only. The titles shall not be considered part of this Contract of limit or otherwise affect the meaning of any term of this Contract.

18.4. Notices. Any notices or other communication required or permitted to be given or delivered under this Contract shall be in writing and shall be sufficiently given if delivered personally, which shall be required with regard to notices applicable to a material breach, or mailed by first-class or overnight delivery mail, return receipt requested, postage prepaid, as follows:

To Bank: The Chief Executive, Janata Bank Limited, UAE Branches, P.O. Box no.2630, Abu Dhabi, UAE. - 23 - To Vendor……………………………………………………………………………………………… Or to such other address or addresses as either party may from time to time designate to the other by written notice. 20.5. Governing Law. This Contract and the rights and obligations under this Contract shall be governed by and construed in accordance with the law of the United Arab Emirates. 20.6. Entire Agreement. The parties acknowledge that each has read this contract, understands it, and agrees to be bound by its terms. The Contracts is the complete and exclusive statement of the agreement between them, which supersedes all prior agreements, proposals, promises and understandings relating to the subject matter, whether writing or oral. No amendment or modification of this Contract shall become effective unless agreed upon in writing by Bank and Vendor. 20.7. No Waiver. No term or provision of this Contract shall be deemed waived, and no breach consented to unless the waiver or consent is in writing and signed by the party that waives or consents. No consent to or waiver of a breach, whether express or implied, shall constitute a consent to, waiver of, or excuse for any other different or subsequent breach. 20.8. Sever ability. If any of the terms or provisions of this Contract shall be held to be invalid, illegal, or unenforceable, the unaffected provisions of the Contract shall be unimpaired paired, remain in full force and effect. Bank and Vendor shall negotiate in good faith to substitute for the invalid, illegal, or unenforceable provision a mutually acceptable provision consistent with the original intention of the parties. 20.9. Counterpart. This Contract may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 20.10. Survival. Vendor's obligations under this Contract which, by their nature, would continue beyond the termination, cancellation, or expiration of this Contract, including, by way of illustration and not limitation, those in Articles Warranty, Confidential Treatment of Janata Bank System Information. Compliance with Laws, and Liability to Third Person, shall survive termination, cancellation, or expiration of this Contract.

12.11. GOVERNING LAW AND DISPUTES: 20.11.1. Any dispute, controversy or claim arising under this Agreement or related thereto shall, insofar as is possible, be settled amicably by the parties. The parties agree to negotiate in good faith to settle any such disputes. 20.11.2. Any dispute, controversy or claim arising under this Agreement or related thereto which can not be amicably settled by the parties shall be settled by arbitration. Such disputes shall be referred to arbitration by three (3) arbitrator one arbitrator nominated by each of the parties and the third chosen by the two (2) arbitrators so nominated by the parties. The parties agree that until the arbitration proceedings are complete, they shall not take such dispute to a court of law. The arbitration shall in all matter be govern by the UAE laws. The venue of the arbitration shall be UAE. The language to be used in the arbitration proceedings shall be English. 20.12. GOVERNING LAW AND JURISDICTION: This agreement shall, in all respect, be governed by and construed in all respect in accordance with the Laws of United Arab Emirates (UAE) in relation to any court proceedings relating to this agreement and / or enforcement of arbitration award, the parties irrevocably submit to the exclusive jurisdiction of the courts in UAE.

In witness thereof both parties put their respective signature and seal on the date, month and year refereed above.

WITNESS: AUTHORISED SIGNATURE OF THE BANK - 24 - 1.

2. AUTHORISED SIGNATURE OF THE VENDOR

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