CONTRACT AGREEMENT

CONTENTS

ANNEXURE 1 ………………………………………………………………………………………………….

DESIGN, DELIVERY, INSTALLATION AND MAINTENANCE PROCUREMENT

AGREEMENT ……………………………………………………………………………………………………..

1. DEFINITIONS ……………………………………………………………………………………………………………

2. INTERPRETATION …………………………………………………………………………………………………… 

3. BUSINESS DAY ………………………………………………………………………………………………………… 

4. SCOPE OF WORK ……………………………………………………………………………………………………… 

5. QUALITY AND DESIGN OF PRODUCTS ………………………………………………………………. 

6. QUANTITY OF PRODUCTS …………………………………………………………………………………….. 

7. SAMPLE OF DESIGN ……………………………………………………………………………………………….. 

8. DELIVERY AND TERMS OF DELIVERY …………………………………………………………………. 

9. ACCEPTANCE OF PRODUCTS ……………………………………………………………………………….. 

12. TESTS ………………………………………………………………………………………………………………………… 

13. IMPLEMENTATION COST ……………………………………………………………………………………… 

14. REMEDIAL WORK/CONTRACTORS SUBMITTALS …………………………………………….. 

15. DETERMINATIONS …………………………………………………………………………………………………. 

16. WARRANTY PERIOD ………………………………………………………………………………………………. 

17. CONTRACTOR’S PERSONNEL ………………………………………………………………………………. 

18. SUBCONTRACTORS ……………………………………………………………………………………………….. 

19. EXTENSION OF FINAL EXPIRY DATE …………………………………………………………………… 

20. RATE OF PROGRESS ……………………………………………………………………………………………….. 

21. DELAY DAMAGES …………………………………………………………………………………………………… 

22. SUSPENSION OF WORK …………………………………………………………………………………………. 

23. CONSEQUENCES OF SUSPENSION ……………………………………………………………………….

24. RESUMPTION OF WORK ………………………………………………………………………………………… 

25. OBLIGATIONS …………………………………………………………………………………………………………. 

26. THE ENGINEER ………………………………………………………………………………………………………… 

27. REPRESENTATIONS AND WARRANTIES…………………………………………………………….. 

28. ENVIRONMENTAL AND SOCIAL MANAGEMENT …………………………………………….. 

29. FORCE MAJEURE ……………………………………………………………………………………………………… 

30. NATURE OF EVENTS OF DEFAULT ………………………………………………………………………..

THIS AGREEMENT IS MADE AND ENTERED ON THIS ____ DAY OF _____ 2021 (THE “EFFECTIVE DATE”)

BETWEEN

We, NRTC, the high-tech industry engaged in manufacturing of telecommunication equipment in Ho Chi Minh having its Site office at … (Hereinafter referred to as “NRTC”, which expression shall be deemed to mean and include its successors-in-interest and assigns) of the First Party.

&

M/S Trader & Contractor, a sole proprietorship concern, having its principal place of business at … (Hereinafter referred to as “Contractor”, which expression shall be deemed to mean and include its successors-in-interest and assigns) of the Second Party;

WHEREAS:

“NRTC” intends to acquire the services of “Contractor” for Electronic Toll Traffic Management System Software Work, and Contractor agrees to provide services to the NRTC, as per BOQ in Annex A.

  1. ETTMS Software work as per detailed BOQ in Anex A.
  2. Total Price as per Financial Quotation Submitted by M/S. Trader & Contractor. 00.00 VND

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, “Parties” agree as follows:

  1. INTERPRETATIONS/DEFINITION.

“First Party” herein means NRTC

“Second Party” herein means M/S Trader & Contractor

“Term/period of the Contract” refers to the period the Agreement shall be valid.

  • SCOPE OF WORK:

2.1. In consideration of the Second Party’s obligations contained in this Agreement and relying on the Second Party’s representations, warranties and covenants contained herein, the AUTHORITY, subject to the terms of this Agreement, hereby grants to and authorizes the Contractor, for the duration of the Contract Period to undertake the Scope of Work for the Project consisting of Development of ETTM software, and to exercise and enjoy the rights, powers, benefits, privileges, authorizations and entitlements as set forth in this Agreement.

2.2   The Second Party agrees and undertakes to carry out the Development of ETTM software during the Contract Period in accordance with the terms of this Agreement. Second Party must ensure proper Quality Assurance and extensive testing before rolling out the final product. Second Party will not make any process changes without proper communicate and consent of the First Party.

2.3   Required Software Modules / Features:

2.3.1    Toll Booths Application

2.3.2    Servers Sync System

2.3.3    KM based Toll Sharing

2.3.4    E/M Tag Management System

  • Station Wise Summary
  • Daily Recharge Summary
  • Periodic Recharge Summary
  • Category Wise Recharge Summary
  • User Wise Recharge History
  • Daily e-Tag Transaction Detail
  • E-Tag Vehicle Detail
  • E-Tag Registration Search
  • Transaction Summary
  • Station Wise Summary (e-Tag)
  • Replaced Tags Detail
  • Exempted Vehicles Detail
  • E-Tag User Contacts

2.3.5    Fleet Management system

2.3.6    Smart Card based Tolling system

  • Station Wise Summary
  • Smart Card Audit
  • Smart Card Entry Report
  • Smart Card Report

2.3.7    QR/Bar code based system

2.3.8    Dashboards

Dashboard consists of:

 Analytics Reports

  • Vehicle Contribution Monthly
  • Vehicle Trend Day Wise
  • Hourly Vehicle Summary
  • Daily Recharge Graph
  • Weekly Recharge Graph
  • Monthly Recharge Graph
  • Vehicle Count Summary
  • Smart Cards

Conflict reports

  • Vehicle Contribution Monthly
  • Daily Conflicts Summary
  • Daily Conflicts Summary (Cat Wise)
  • Monthly Conflicts Summary
  • AVC Operations Status

Transaction Reports

  • Station Wise Summary
  • Vehicle Summary (W.R.T Exit Station) – Toll Plaza
  • Vehicle Summary (W.R.T Entry Station) – Toll Plaza
  • Station Wise Conflicts Count
  • Vehicle Detail Summary
  • Transaction Detail Report
  • Date Wise Summary Cat Wise
  • Month Wise Summary
  • Year Wise Summary
  • Exemption Vehicles Reports
  • Lost Card Fine Report
  • Expired Smart Cards
  • Visual Vehicle Detail
  • Vehicle Contribution Monthly
  • Daily System Generated Toll Summary
  • Periodic System Generated Toll Summary

Operator Management

  • Station Wise Summary
  • Booth Operators
  • Operator Wise Conflicts Summary
  • Category Wise Recharge Summary
  • Operator Wise Conflicts Summary

System Status Reports/ Live System Status

  • Station Wise Summary
  • Toll Plaza Lane Data Status
  • Toll Plaza e-Tag Data Status
  • E-Tag Registration Booth
  • Toll Plaza e-Tag Trans Status
  • Dispenser Collector Status
  • M-Tag Status
  • Barrier Status
  • Date Wise Status Report
  • AVC Dashboard
  • Backhaul Network Downtime Summary
  • No Entry Point Status (Exit Station Wise)
  • No Entry Point Status (Entry Station Wise)

2.3.9    Data Bases with complete API’s

2.3.10  AVC based vehicle classification system module

2.3.11  User Management System

2.3.12  Payments Gateways and API’s Modules

  • QUALITY OF WORK:

The Second Party hereby undertakes that the design and quality of software correspond features indicated in part 2.3.  

  • ACCEPTANCE OF PRODUCT

4.1 The product shall be delivered and installed by Second Party at a place as notified by the AUTHORITY to Second Party prior to dispatch of product.

 4.2 The AUTHORITY will announce a team of Engineers / developers for the inspection of product and confirming that the specification of product is the same as agreed upon.  Second Party will be responsible to review the work if something not correspond the specification of product or team recommendations.

  • CHANGE / ALTERATION IN THE ORIGINAL PLAN

 Any change/alteration in the original plan, if required, due to site hindrance or any other    reason shall be made after written approval of the First Party.

  • COMMENCEMENT OF WORK

The job will be commenced from the date of acceptance of Award/Letter by the Contractor.

  • ENTIRE AGREEMENT/NOTICE

7.1 It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

7.2 Any notice, regarding agreement shall be in writing. Any such notice, request or consent shall be deemed to have been given or made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent to such Party at the given address or consent required or permitted to be given or made pursuant to this

7.3 A party may change its address for notice by giving a notice to the other Party in writing of such change.

*Currently, all notices shall be sent in writing to:

To the First Party

                        Name: _______________________

                        Address: _______________________

                        Email: _______________________

To the Second Party

                        Name: _______________________

                        Address: _______________________

                        Email: _______________________

  • TESTING & TRAINING

Second Party will provide fully tested software with all modules, manuals and training. All testing will be verified by NRTC (First Party) team.

  • PAYMENT/CHARGES.

For the services covered under this Agreement, the First Party shall pay Two Thousand Five Hundred Dollars ($2500).

  1. SECOND PARTY WARRANTEES/PROPRIETARY RIGHTS

Second Party represents and warrants the NRTC following:

9.1 Second Party will not violate the Agreement

9.2 NRTC will have intellectual property rights of software with its source code and Second Party will ensure the software does not violate intellectual property right of any other party.

9.3 All rights, title, and interest in and to content, which may be accessed through the Services or the Software, is the property of the First Party upon transfer from the Second Party and may be protected by applicable intellectual property laws and treaties

9.4 This Agreement gives the First Party rights to such content, including use of the same. First Party is hereby granted a royalty-free, fully-paid, worldwide, exclusive, transferable, sub-licensable, irrevocable and perpetual license to use or incorporate into its products and services any information, data, suggestions, enhancement requests, recommendations or other feedback provided by the Second Party.

9.5 If the Software malfunctions or in any way does not operate according to the Specifications within that time, then the Developer (Second Party) shall take any reasonably necessary steps to fix the issue and ensure the Software operates according to the Specifications with no addition cost.

  1. O&M SUPPORT

M/S Trader & Contractor will provide maintenance support for software for two years.

  1. NO MODIFICATION UNLESS IN WRITING

No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

  1. INDEMNIFICATION:

M/S Trader & Contractor agrees to indemnify, defend, and protect the NRTC from and against all lawsuits and costs of every kind pertaining to the software including reasonable legal fees due to the Developer’s infringement of the intellectual rights of any third party.

  1. TAXES AND DUTIES:

The Contractor and its Personnel shall pay such direct or indirect taxes, duties, fees, and other impositions levied under the Applicable Law, the amount of which is deemed to have been included in the Contract Price.

  1. TERMINATION OF AGREEMENT BY THE CONTRACTOR:

14.1     The Parties acknowledge that any Party can terminate/cancel this Agreement at any time provided that they issue a THIRTY (30) day Written Notice on the same. The Contractor may terminate this Agreement, by not less than (30) days’ written notice to the NRTC, if the NRTC fails to pay any money due to the Contractor pursuant to this Agreement without Contractors fault. The First Party shall ensure to pay the Second Party for all service provided before the termination/cancellation is made effective.

14.2   If, as the result of Force Majeure, the Contractor is unable to perform a portion of the Services for a period of not less than sixty (60) days.

  1. FORCE MAJEURE:

The failure on the part of the parties to perform their obligation under the agreement will not be considered as default if such failure is the result of natural calamities, disasters and circumstances beyond the control of the parties.

  1. EXTENSION OF TIME:

Any period within which Party shall, pursuant to this agreement, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure.

  1. GOOD FAITH:

The Parties undertake to act in good faith with respect to each other’s rights under this agreement and to adopt all reasonable measures to ensure the realization of the objectives of this agreement.

  1. SETTLEMENT OF DISPUTES:

19.1 The Parties agree that the avoidance or early resolution of disputes is crucial for a smooth execution of the agreement and the success of the assignment. The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with the agreement or its interpretation.

19.2  If Parties fail to amicably settle any dispute arising out of or in connection with the Agreement within (10) days of commencement of such informal negotiations, the dispute shall first complaint redressed committee of the bank and if parties could not reached at amicable situation, then the matter will be referred to the grievance committee of Bank and if matter could not be resolved the matter will be referred for arbitration of two arbitrators, one to be appointed by each party, in accordance with the Arbitration Act, 1940. Venue of arbitration shall be Ho Chi Minh and proceedings of arbitration shall be conducted in English.

  • SEVERABILITY/ WAIVER

20.1.    In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

20.2.    The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

  • VALIDITY/TERM OF THIS AGREEMENT/ GOVERNING LAW

21.1. This agreement shall be valid for ______ [Months/Years] commencing on the Effective Date herein and shall be renewed for after written request/consent of either party. This agreement shall deem to be terminated after 3 months’ notice of either party to terminate the agreement. Before expiry of notice period the both parties shall conclude the pending task, assignments/ winding up matters amicably.

21.2. This Agreement will be governed by and construed in accordance with the laws of the ____ [State/Country]. In case of any dispute, the parties mutually will try to settle amicably, if parties’ fails settle the same, the courts at _______ shall have the jurisdiction to entertain of all kinds of disputes. 

IN WITNESS WHEREOF, the parties have executed this Agreement under seal on ____ Day of _____ 2021

FIRST PARTY                                                                 SECOND PARTY

Signature: ____________________                           Signature: ________________________

Name:  ________________________                         Name: __________________________

Email: ________________________                         Email: ________________________

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