S.

No MoU’s Provision Remarks

.
1 Recital Accepted
2 Article 3:- Validity and Conformity Accepted with modification.
Instead of Annexure we
have used the term
Formats and Frequencies of transfer of data to be Technical Design Document
included in Annexure so that the MoU can be
signed at the earliest instead
of waiting for the Annexure
to be finalised.

3 Article 4:- Use of Exchanged Data in Legal Accepted

Proceedings

The word proposed has been added before GST Act

4 Article 5:- Modality of Exchange and Accepted.
acknowledgement of receipt

Note: GSTN’s Technical

Deleted provisions on method of sharing of data during Team to ensure that these
downtime, prohibition on sharing of already shared provisions deleted at this
data for any purpose other than the purpose of this stage from the MOU are
MoU and retransmission of data in case of negative discussed and
acknowledgement. In the comments it has been written incorporated under the
that such provisions would become the part of the Technical Design
Annexure, as may be if required. Document (ref. and r/w
point 2 above)

5 Article 7:- Confidentiality and Saving Accepted

i. Confidentiality obligation has been limited
to the term of this MoU.’

ii. Provision stating “The Receiving Party shall

Deletion accepted
take all necessary precautions to maintain
 the secrecy and confidentiality of such Data.

However a Receiving Party may reveal Data to those of To be discussed with CBEC.
its employees and representatives (collectively The following clause may
“Representatives”) to the extent of need-to-know basis be discussed:-
strictly only for the purpose of signing the MoU

The Parties shall , during the

provided the Receiving Party puts similar obligations term of this MoU ensure that
of confidentiality on such employees and shared Data, at all time, is
Representatives also” has been deleted. maintained in full
confidence and is not
disclosed or transmitted to
any unauthorised persons
nor used for any purposes
other than those intended by
the Parties without the
express written permission
of the Transmitting Party.
Transmission of such
confidential information, as
aforesaid, shall be subject to
the same degree of
confidentiality and on a
need-to-know basis strictly
only for the purpose of
signing of this MoU,

iii. Provision stating “It is hereby mutually

agreed between the Parties that:-

(i) The Transmitting Party assumes no responsibility or

liability for any action or inaction, use or misuse of the Accepted.
Data in the control of the Receiving Party or its
Representatives or any other third party having access
to such data for fault attributable to the Receiving
Party.
(ii) All Data is provided by the Transmitting Party on Accepted
“As is” basis and without any warranty, express,
implied or otherwise regarding its accuracy,
completeness or applicability. 
In the comments it has been stated that accuracy ,
completeness of data is to be ensured via IT
protocols, else GST law can’t be implemented

(iii) The Data shared by Transmitting Party, directly or

indirectly, to the Receiving Party, shall be proprietary Accepted
of such Transmitting Party or end-user of such
Transmitting Party (as the case may be) only who had
originally shared the Data.” Deleted.

Article 11.2 :- Indemnity Accepted.

Provision relating to attorney’s fees etc deleted

Article 11.5 :- Dispute Resolution

In the event of any dispute relating to or arising out of

this MoU, such dispute shall be resolved amicably by
Accepted.
mutual consultation. If such resolution is not possible,
then the unresolved dispute or difference shall be
referred to a committee consisting of the Secretary
(Revenue), Chairperson CBEC, Chairman GSTN and
any member coopted by the other party (i.e GSTN),
whose decision shall be binding on both Parties.

Provision on Jurisdiction and governing law deleted. Accepted.

Article 11.6 :- Exit Clause
No liability of either party on the termination of this Accepted.
MoU. In GSTN’s draft there was no liability upon exit,
however in case of breach of confidentiality obligations
the parties were liable even after termination