Bidding Document

For
Development, Supply, Delivery,
Installation, Commissioning, Providing of
Training and Maintenance of a “LankaPay
Intermediate Point of Sale Switch (LIPS)”

IFB No: LCPL/LB/04/2019

LankaClear (Pvt) Ltd

Level 18, Bank of Ceylon Head Office, “BOC Square”, Bank of Ceylon Mawatha,
Colombo 01.

22nd July 2019

 Table of Contents

Section I. Instructions to Bidders ...........................................................................

Section II. Evaluation and Qualification Criteria ..................................................

Section III. Bidding & Contract Forms ......................................................................

Section IV. Schedule of Requirements ......................................................................

Section V. Draft Agreement ....................................................................................

Page 2 of 44
 Section I. Instructions to Bidders
1. Scope of Bid
1.1 The number of the Invitation for Bids (IFB) is : LCPL/LB/04/2019
1.2 The Purchaser is :
LankaClear (Pvt) Ltd,
Level 18, Bank of Ceylon Head Office,
“BOC Square”, BOC Mawatha,
Colombo 01.
T.P. 2356932
Fax. 2544346

2. Sections of the Bidding Document

2.1 The Bidding Document consists of all the Sections indicated below, and
should be read in conjunction with any addenda issued.
 Section I. Instructions to Bidders (ITB)
 Section II. Evaluation & Qualification Criteria
 Section III. Bidding & Contract Forms
 Section IV. Schedule of Requirements (SOR)
 Section V. Draft Agreement

2.2 The Invitation for Bids issued by the Purchaser is not part of the Bidding
Document.
2.3 The Purchaser is not responsible for the completeness of the Bidding
Document and its addenda, if they were not obtained directly from the
Purchaser.
2.4 The Bidder is expected to examine all instructions, forms, terms, and
specifications in the Bidding Document. Failure to furnish all information
or documentation required by the Bidding Document may result in the
rejection of the Bid.

3. Clarification of Bidding Document

3.1 A prospective Bidder requiring any clarification of the Bidding Document
shall contact the Purchaser in writing.

4. Amendment of Bidding Document

4.1 At any time prior to the deadline for submission of the Bids, the Purchaser
may amend the Bidding Document by issuing addenda.
4.2 Any addenda issued shall be part of the Bidding Document and shall be
communicated in writing to all who have obtained the Bidding Document
directly from the Purchaser.

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5. Cost of Bidding
5.1 The Bidder shall bear all costs associated with the preparation and
submission of its Bid, and the Purchaser shall not be responsible or liable
for those costs, regardless of the conduct or outcome of the bidding
process.

6. Language of Bid
6.1 The Bid, as well as all correspondence and documents relating to the Bid
exchanged by the Bidder and the Purchaser, shall be in English.

7. Documents Comprising the Bid

7.1 The Bid shall comprise two envelopes submitted simultaneously, one
containing the Technical Bid and the other the Price Bid, both envelopes
enclosed together in an outer single envelope.
7.2 The Technical Bid submitted by the Bidder shall comprise the following:
a) Form of Bid;
b) Bid Security; (if applicable)
c) Letter of Authorization/ Power of Attorney to sign the bid
d) All documents listed in the Section II- Evaluation and Qualification
Criteria clause 4;
7.3 The Bidder shall also submit its Technical Bid in a CD written in PDF
Format along with one (01) hard copy of the said Technical Bid, in a sealed
envelope.
7.4 The Price Bid submitted by the Bidder shall comprise the following:
a) Price Schedule;

8. Alternative Bids
8.1 Submission of Alternative Bids shall not be permitted.

9. Bid Price
9.1 The Incoterms edition applicable will be the Latest Edition - 2010
9.2 The prices quoted by the Bidder shall be negotiable.

10. Currencies of Bid

10.1 The currency of the Bid shall be Sri Lankan Rupees.

11. Period of Validity of Bids

11.1 The Bid validity period shall be ninety one (91) days from the bid
submission deadline date. A Bid valid for a shorter period shall be rejected
by the Purchaser as non-responsive.

Page 4 of 44
11.2 In exceptional circumstances, prior to the expiration of the bid validity
period, the Purchaser may request Bidders to extend the period of bid
validity of their Bids.

12. Sealing and Marking of Bids

12.1 The Bidder shall submit its Technical Bid in a CD written in PDF Format
along with one (01) hard copy of the Technical Bid in a separate sealed
envelope and Price Bid in a separate sealed envelope. The both Technical
and Price Bid needs to be sealed in an outer envelope addressed to the
Purchaser, duly marking the following;
 name and address of the Bidder
 IFB No.
12.2 The Bid shall be typed or written in indelible ink and shall be signed by a
person duly authorized to sign on behalf of the Bidder. This authorization
shall consist of a written confirmation and shall be attached to the
Technical Bid. All pages of the bid, except for amended printed literature,
shall be numbered and signed or initialed by the person signing the Bid.

13. Deadline for Submission of Bids

13.1 Bids must be received by the Purchaser at the address given in clause 1.2
above no later than the date and time indicated below. The deadline for
bid submission is:
Date – 6th August 2019
Time - 1500 hrs
13.2 The Purchaser may, at its discretion, extend the deadline for the
submission of Bids by amending the Bidding Document, in which case all
rights and obligations of the Purchaser and Bidders previously subject to
the deadline shall thereafter be subject to the deadline as extended.

14. Late Bids

14.1 The Purchaser shall not consider any Bid that arrives after the deadline for
submission of Bids. Any Bid received by the Purchaser after the deadline
for submission of Bids shall be declared late, rejected, and returned
unopened to the Bidder.

15. Clarification of Bids

15.1 To assist in the examination, evaluation, comparison and post qualification
of the Bids, the Purchaser may, at its discretion, ask any Bidder for a
clarification of its Bid. Any clarification submitted by a Bidder that is not
in response to a request by the Purchaser shall not be considered. The
Purchaser’s request for clarification and the response shall be in writing,
either via letter or email.

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16. Purchaser’s Right to Accept Any Bid and to Reject Any or All Bids
16.1 The Purchaser reserves the right to accept or reject any Bid, and to annul
the bidding process and reject all Bids at any time prior to Contract award,
without thereby incurring any liability to the Bidders.

17. Notification of Award

17.1 Prior to the expiration of the period of bid validity, the Purchaser shall
notify the acceptance of its bid to the successful Bidder.

18. Performance Security

18.1. Within fourteen (14) days of the receipt of notification of award
from the Purchaser, the successful Bidder shall furnish an
unconditional, on-demand Performance Security, issued by a
licensed commercial bank operating in Sri Lanka by using the
Performance Security Form included in Section III.
18.2. The supplier shall provide a Performance Security of ten (10)
percent of the total contract price (excl. VAT). The Performance
Security shall be in favour of LankaClear (Pvt) Ltd, Level 18,
Bank of Ceylon Head Office, “BOC Square”, No.01, BOC
Mawatha, Colombo 01, and validity shall be for a period of
sixteen (16) months from the date of awarding the Contract.
18.3. The currency shall be: in Sri Lankan Rupees
18.4. Discharge of Performance Security shall take place: Performance
Security shall be discharged within 28 days after the expiry of the
said guarantee

19. Governing Law

19.1 The governing law shall be the laws of the Democratic Socialist Republic
of Sri Lanka

20. Settlement of Disputes

20.1 Parties make every effort to settle disputes amicably. If the parties fail to
do so, the dispute shall be settled in accordance with the provisions of
Arbitration Act No. 11 of 1995, Sri Lanka.

21. Contract price

21.1 Contract Price adjustments shall not be permitted.

Page 6 of 44
22. Terms of Payment
22.1 Payment terms of this bid are as follows
(a) Advance Payment
Twenty five percent (25%) of the Contract Price shall be paid within
14 days from the date of awarding the Contract, against a receipt of
and an “on demand, unconditional” bank guarantee from a licensed
commercial bank operating in Sri Lanka for the equivalent amount
and in the format provided in the bidding document or another form
acceptable to the Purchaser

(b) On User Acceptance

The Purchaser shall pay the Supplier Fifty (50%) percent of the
Contract Price on successful completion of user acceptance test and
escrow of the source code of the Solution with a third party escrow
agent/company for the duration of the Warranty and
maintenance/support of the Solution including any extended periods
of such maintenance and support.

(c) Final Payment

The remaining fifty (50%) percent of the Contract Price shall be paid
within sixty (60) days of LCPL commencing live operations of the
Solution.
All payments shall be settled within Thirty (30) days of receipt of the
invoice for same.
Hundred (100%) percent of the advance payment would be recovered
under this payment milestone.

The Purchaser shall issue the Final User Acceptance Certificate upon
successful completion of Supplier’s obligations under the contract i.e.
delivery, installation, commissioning, etc.
The Supplier or the Local Agent should attend to all Customs & Port
Authority Cargo Clearance formalities.
The Port Authority charges and incidental expenses if any, shall be borne by
the Supplier. Demurrage charges incurred due to non-collection of cargo
during the free period given, shall also be borne by the Supplier.

23. Specifications and Standards

23.1 The Supplier shall ensure that the Goods and Related Services comply
with the technical specifications and other provisions of the Contract.

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24. Transportation
24.1 The Supplier should transport the Goods to the following site/s:
 LankaClear (Pvt) Limited, Level 18, Bank of Ceylon Head Office,
“BOC Square”, No. 1, Bank of Ceylon Mawatha, Colombo 01.
 LankaClear (Pvt) Limited, 468/2, Athurugiriya Road, Malabe.

25. Inspection and Tests

25.1 The Supplier shall at its own expense and no cost to the Purchaser carry
out all tests and/or inspections at the final destination (as specified in ITB
24.1) of the Goods.

26. Liquidated Damages

26.1 The Supplier shall be responsible for completing the contract within the
period as specified in Section IV, Schedule of Requirements. No credit will
be given for earlier completion. If the Supplier fails to deliver any or all of
the Goods or perform the Related Services within the period specified in
the contract, the Purchaser may without prejudice to all its other remedies
under the contract, deduct from the contract price, as liquidated damages,
a sum equivalent to the percentages specified below under Applicable
Rates.
Applicable Rates:
Two (2%) percent of the Contract Price per week or part thereof.

27. Warranty
27.1 Refer the Technical Specifications of Section IV, Schedule of Requirements
27.2 The Supplier shall correct any defects covered by the warranty
immediately of being notified by the Purchaser of the occurrence of such
defects.

28. Termination
28.1 The Purchaser, without prejudice to any other remedy for breach of
contract, by Notice of default sent to the Supplier, may terminate the
contract in whole or in part:
 If the Supplier fails to deliver any or all of the Goods within the
period specified in the contract or any extension thereof granted by
the Purchaser; or
 If the Supplier fails to perform any other obligation under the
contract.

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29. Bid Security
29.1 The Bidder shall furnish an unconditional, on-demand Bid security issued
by a licensed commercial bank operating in Sri Lanka for the value of Sri
Lankan Rupees Hundred Thousand (LKR 100,000/=) and valid up to 3rd
December 2019.

30. Security Clearance

30.1 Where applicable, the successful Bidder shall ensure that all its personnel
who may be deployed at the premises of LankaClear (Pvt) Ltd., and
having direct or indirect access to account data – sensitive authentication
data and card holder data and/or who can impact the security of account
data, including the support system components which are in PCI DSS
Scope under this contract prior to their initial deployment at LCPL,
provide to LCPL a valid police clearance report or a letter from the
successful Bidder confirming that necessary police clearance has been
carried out at the time of recruitment by the said Bidder of the said
personnel in addition to proper screening of the personnel including that
of the level of integrity, and appropriate educational
qualifications/criteria.

Page 9 of 44
 Section II.
Evaluation and Qualification Criteria

1. Scope
1.1 The cost of all quantifiable, non-material, non-conformities or omissions
from the contractual and commercial conditions shall be evaluated. The
Purchaser will make its own assessment of the cost of any non-material,
non-conformities and omissions for the purpose of ensuring fair
comparison of Bids.

2. Technical Criteria
2.1 The cost of all quantifiable deviations or deficiencies from the technical
requirements as specified in Section IV, Schedule of Requirements shall be
evaluated. The Purchaser will make its own assessment of the cost of these
deviations or deficiencies for the purpose of ensuring fair comparison of
Bids.

3. Economic Criteria
3.1 Adjustment for Deviations from the Terms of Payment
Deviations from the Terms of Payment as specified in ITB Clause 22, are
permitted and shall be negotiable with the successful bidder.

3.2 Adjustment for Deviations in the Delivery and Completion Schedule

Deviations from the Delivery and Completion Schedule specified in section
IV, Schedule of Requirements, are permitted but Bids with deviations to
the Delivery and Completion Schedule shall be negotiable.

3.3 Operating and Maintenance Costs

1. Terms and Conditions of after sales service facilities
Consideration will be given to the Bids which offer the most
advantageous after sales facilities to the Purchaser.

Page 10 of 44
4. Eligibility Criteria
4.1 Should be a company registered and operating in Sri Lanka.
4.2 Should have a Manufacturer’s Authorization to sell/promote/market the
product signed by a duly authorized person.
4.3 Minimum two (02) years’ experience in similar project implementation
4.4 PA-DSS / PCI-DSS compliant delivery environment
4.5 The Bidder shall submit with its Technical Bid the following documents
 Letter of Authorization/ Power of Attorney to sign the bid
 Bid Submission Sheet singed by the person duly authorized
 Manufacturer's Authorization letter issued by an authorized officer of
the capacity of Director of the Manufacturer or above. If otherwise, a
Letter of Authorization to sign the Manufacturer Authorization.
 Technical Specification Catalogues
 Other literature on performance aspects
 Organization’s Project Experiences pertaining to the proposed
product and similar project experiences
 Experience and qualifications of the implementation team pertaining
to the proposed product

Note: All the above should be saved in a CD in PDF format needs to be

submitted along with the Technical Bid.

4.5 The Bidder shall submit its Price Bid with the following documents;
 Price Schedule

Page 11 of 44
 Section III.
Bidding & Contract Forms
Bid Submission Sheet

Date ___________________
Invitation for Bid No LCPL/LB/04/2019
To: General Manager/CEO,
LankaClear (Pvt) Ltd,
Level 18, Bank of Ceylon Head Office,
“BOC Square”, Bank of Ceylon Mw,
Colombo 01.

Having examined the bidding documents including Addenda Nos. [insert

numbers], the receipt of which is hereby duly acknowledged, we, the
undersigned, offer to Development, Supply, Delivery, Installation,
Commissioning, Providing of Training and Maintenance of an “LankaPay
Intermediate Point of Sale Switch (LIPS)” in conformity with the said bidding
documents for the sum given in the Price Schedule or such other sums as may
be ascertained in accordance with the Price Schedule attached herewith and
made part of this Bid.

If our Bid is accepted, we undertake to Development, Supply, Delivery,

Installation, Commissioning, Providing of Training and Maintenance of an
“LankaPay Intermediate Point of Sale Switch (LIPS)” within …………… [to be
inserted by the bidder] weeks from date of awarding the Contract.

We agree to abide by this Bid for the Bid Validity Period specified in Clause 11
of the Section I – Instructions to Bidders, and it shall remain binding upon us
and may be accepted at any time before the expiration of that period.

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

We understand that you are not bound to accept the lowest or any bid you may
receive.

Name
In the capacity of
Signed
Duly authorized to sign the Bid for and on behalf of
Date

Page 12 of 44
 Price Schedule
Name of Bidder
Invitation for Bid Number LCPL/LB/04/2019
Contract Name Development, Supply, Delivery, Installation,
Commissioning, Providing of Training and
Maintenance of an “LankaPay Intermediate Point
of Sale Switch (LIPS)”

Table 1: Price for Development, Supply, Delivery, Installation,

Commissioning, Providing of Training and Maintenance of a “LankaPay
Intermediate Point of Sale Switch (LIPS)”.

1 2 3 4 5 6 7 8 9 10
Unit Price (Rs.) Total NBT Total VAT Total
Price (Rs.) Price (Rs.) Price
Other Total Unit
(Rs.) including [incl..
Item DDP Price incidental Price (Rs.)
Qty NBT taxes]
Description (excl. NBT services (if [excl. NBT
(2x5) (Rs.) (8+9)
& VAT) any pls. & VAT]
Specify)
(6+7)
(3+4)

Grand Total

Note  DDP – Delivered Duty Paid

 Bidder should quote for total cost of the application software
including all supporting applications.
 Hardware would be provided by LCPL on VMWare
infrastructure. The hardware specifications should be provided
by the bidder.
 Bidder should provide an hourly rate for change request for a
period of 6 years.

Name

In the capacity of

Signed

Duly authorized to sign the Bid for and on behalf of

Date

Page 13 of 44
Table 2: Cost of Maintenance / Service-level Agreement for on-site support for
Application Software

Description Maintenance NBT Maintenance VAT Maintenance

Fee per annum Fee per Fee per
(excl. VAT & annum (incl. annum (incl.
NBT) NBT) VAT &
NBT)
Free of Charge
1st Year
(covered under warranty period)
2nd Year

3rd Year

4th Year

5th Year

6th Year

Note:
 One year comprehensive warranty on all the applications software
shall commence after live cut-over.
 Maintenance (annually for six years as per SLA prescribed in SOR)

Name
In the capacity of
Signed
Duly authorized to sign the Bid for and on behalf of
Date

Page 14 of 44
Table 3: Cost of Maintenance / Service-level Agreement for on-site support for
System Software

Description Maintenance NBT Maintenance VAT Maintenance

Fee per annum Fee per Fee per
(excl. VAT & annum (incl. annum (incl.
NBT) NBT) VAT &
NBT)
Free of Charge
1st Year
(covered under warranty period)
2nd Year

3rd Year

4th Year

5th Year

6th Year

Note:
 One year comprehensive warranty on all the system software shall
commence after live cut-over.
Name
In the capacity of
Signed
Duly authorized to sign the Bid for and on behalf of
Date

Page 15 of 44
Table 4: Cost of Change Request

Description Hourly Rate Hourly Rate VAT Hourly

NBT
including Rate
NBT including
Taxes
1st Year

2nd Year

3rd Year

4th Year

5th Year

6th Year

Note:
 Bidder should provide an hourly rate for change requests for a period
of 6 years.
Name
In the capacity of
Signed
Duly authorized to sign the Bid for and on behalf of
Date

Page 16 of 44
 Manufacturer’s Authorization

Date: [insert date of bid submission]

Invitation for Bid No.: [insert No. of
IFB]

To: [insert complete name of Purchaser]

WHEREAS [insert complete name of Manufacturer], who are official

manufacturers of [insert type of Goods manufactured], having factories at [insert
full address of Manufacturer], do hereby authorize [insert complete name of
Bidder] to submit a Bid in relation to the Invitation for Bids indicated above, the
purpose of which is to provide the following Goods, manufactured by us [insert
name and or brief description of the Goods] and to subsequently negotiate and
sign the Contract.

We hereby confirm that, in case the bidding results in a Contract between you
and the Bidder, the above-listed products will come with our full standard
warranty/license.

……………………………………
Signature of the Manufacturer’s Authorized Officer

Page 17 of 44
 Bid Security Form
--------------------- [Issuing Agency’s Name, and Address of Issuing Branch or Office] --------

Whereas [name of the Bidder] (hereinafter called “the Bidder”) has submitted its
bid dated [date of submission of Bid] for the Development, Supply, Delivery,
Installation, Commissioning, Providing of Training and Maintenance of an
“LankaPay Intermediate Point of Sale Switch (LIPS)” (hereinafter called “the
Bid”).

KNOW ALL PEOPLE by these presents that we [name of bank], having our
registered office at [address of bank] (hereinafter called “the Bank”), are bound
unto LankaClear (Pvt) Ltd (hereinafter called “the Purchaser”) in the sum of Sri
Lanka Rupees Hundred Thousand (LKR 100,000/=) for which payment well
and truly to be made to the said Purchaser, the Bank binds itself, its successors,
and assigns by these presents. Sealed with the Common Seal of the said Bank
this _____ day of ____________ 20____.

THE CONDITIONS of this obligation are:

1. If the Bidder
(a) Withdraws its Bid during the period of validity of Bid specified in the
Bid Submission Sheet; or
(b) Does not accept the correction of errors; or

2. If the Bidder, having been notified of the acceptance of its Bid by the
Purchaser during the period of Bid validity:
(a) Fails or refuses to execute the Contract; or
(b) Fails or refuses to furnish the performance security, in accordance
with the Bidding Document; or
(c) Fails to accept the correction of its Bid by the purchaser

we undertake to pay to the Purchaser up to the above amount upon receipt of its
first written demand, without the Purchaser having to substantiate its demand,
provided that in its demand the Purchaser will note that the amount claimed by
it is due to it, owing to the occurrence of one or both of the two conditions,
specifying the occurred condition or conditions.

This guarantee will remain in force up to and including thirty (30) days after the
period of proposal validity, and any demand in respect thereof should reach the
Bank not later than the above date.

[Signature of the bank]

Page 18 of 44
 Guarantee for Advance Payment

--------------------- [Issuing Agency’s Name, and Address of Issuing Branch or Office] ----------------

LankaClear (Pvt) Ltd

Level 18, Bank of Ceylon Head Office,
“BOC Square”, No. 01,
Bank of Ceylon Mawatha,
Colombo 01.

Date: ------------------------------

ADVANCE PAYMENT GUARANTEE No.: [insert Advance Payment Guarantee

no.]

We have been informed that ----------------- [name and address of

Supplier/Contractor] (hereinafter called "the Supplier"/”the Contractor”) has
entered into a Contract dated ------------- with you, for the ----------- (insert
“construction” / “supply “) of ------------------- [name of contract and brief description]
(hereinafter called "the Contract").

Furthermore, we understand that, according to the conditions of the Contract,

an advance payment in the sum -----------------------------[amount in figures] ----------
---------------------------- [amount in words] is to be made against an advance
payment guarantee.

At the request of the Supplier / Contractor, we ------------------------------- [name &

address of the issuing agency] hereby irrevocably undertake to pay you any sum or
sums not exceeding in total an amount of -----------------------------------------
[amount in figures] ---------------- [amount in words] upon receipt by us of your first
demand in writing without need to adduce reasons for such demand.

This maximum amount of this guarantee shall be progressively reduced by the

amount of the advance payment repaid by the Contract.

This Guarantee shall remain valid and in full effect from the date of the advance
payment received by the Supplier under the Contract until ----------------------------
- [insert the date, 28 days beyond the expected expiration date of the Contract].

Consequently, any demand for payment under this guarantee must be received
by us at this office on or before that date.

_____________________
[signature(s)]

Page 19 of 44
 Performance Security

--------------------- [Issuing Agency’s Name, and Address of Issuing Branch or Office] ----------------

LankaClear (Pvt) Ltd

Level 18, Bank of Ceylon Head Office,
“BOC Square”, No. 01,
Bank of Ceylon Mawatha,
Colombo 01.

Date: ------------------------------

PERFORMANCE GUARANTEE No.: -------------------------

We have been informed that ----------------- [name and address of

Supplier/Contractor] (hereinafter called "the Supplier"/”the Contractor”) has
entered into a Contract dated ------------- with you, for the ----------- (insert
“construction” / “supply “) of ------------------- [name of contract and brief description]
(hereinafter called "the Contract").

Furthermore, we understand that, according to the Instructions to Bidders, a

performance guarantee is required.

At the request of the Supplier / Contractor, we ---------------- [name of Agency]

hereby irrevocably undertake to pay you any sum or sums not exceeding in
total an amount of ------------ [amount in figures] (--------------) [amount in words],
such sum being payable in the types and proportions of currencies in which the
Contract Price is payable, upon receipt by us of your first demand in writing
accompanied by a written statement without need to adduce reasons for such
demand.

This guarantee shall expire, no later than the …. day of ……, 20.. [insert date, 28
days beyond the scheduled completion date including the warranty period] and any
demand for payment under it must be received by us at this office on or before
that date.

_____________________
[signature(s)]

Page 20 of 44
 Section IV
Schedule of Requirements
01. DELIVERY & COMPLETION SCHEDULE
Intended Date of Award : 1st week of October 2019
Intended Date of Completion : 4th week of January 2020

2. BACKGROUND OF INSTITUTION
Spearheading in implementing a variety of cutting-edge technology based
payment innovations in the country, LankaClear has revolutionized the
entire financial services landscape in Sri Lanka over the past two decades. A
number of these payment solutions are pioneering initiatives in the South
Asia region.

Financial services offered under the LankaPay National Payment Network

are designed not only to be extremely fast, reliable, secure and affordable,
but also provides ultimate convenience to the general public who are the
consumers of these services.

As the operator of LankaPay, which functions under the guidance and

supervision of the Central Bank of Sri Lanka, LankaClear is regarded one of
the best Public Private Partnerships in the region. The entity is owned by the
Central Bank along with other licensed public and private Commercial
Banks operating in the island nation.

Bringing the best-of-breed solution to Sri Lanka’s national payment

infrastructure, LankaClear as the operator of Sri Lanka’s National Payment
Network - LankaPay has been in the forefront in revolutionizing the
country’s banking and financial services sector by keeping the elements
‘innovation’ and advanced ‘technology’ at its core. Grown by leaps and
bounds since its incorporation in 2002, LankaClear’s quest is to empower
every Sri Lankan with faster, convenient, secure, and affordable payment
solutions thereby creating financially inclusivity.

As the national payment network that functions under the guidance and
supervision of the Central Bank of Sri Lanka (CBSL), LankaClear is regarded
one of the best Public Private Partnership (PPP) in the region. The entity is
owned by the Central Bank of Sri Lanka (CBSL) along with other licensed
public and private Commercial Banks operating in the island nation

Page 21 of 44
3. OBJECTIVES OF REQUIREMENTS
Based on CBSL directions, all licensed POS acquirers in Sri Lanka should join
LankaPay – Common POS Switch (LankaPay – CPS). There are 09 licensed
POS acquirers in Sri Lanka presently. CBSL direction on this matter was
expired in 31-12-2018. Currently there are 03 POS acquirers that have
connected with LankaPay – CPS.

LankaPay – CPS is capable of routing any POS transaction of any card

scheme. However, based on various facts, currently it routes LankaPay/JCB
co-branded debit card transaction and propriety card transactions. However,
any other international card scheme card can be routed if they permit.

LankaClear has identified that the delay in remaining 06 licensed POS

acquirers connecting with LankaPay – CPS is the effort need to put in by
their current switch vendors to enable routing of LankaPay/JCB co-branded
debit card and JCB international card transaction and connect with
LankaPay – CPS is high and not justifiable due high financial investment
that needs to be incurred by POS acquires.

Therefore, the management of LankaClear propose to:

 set up an intermediate POS switch to facilitate inter-operability between

POS terminals, bank’s core banking system, merchant management
system, and LankaPay – CPS to enable routing of interbank domestic and
cross border POS transactions.

Page 22 of 44
4. SOFTWARE REQUIREMENTS
Proposed System Architecture of LIPS

Merchant
Interface to upload/download
Management
merchant information from
System of the
POS acquirer to LIPS
POS acquirer

3
1
0800
0810
0100
5 LankaPay –
Common POS
2 0110
0420
Switch
(CPS)
0421
POS Acquirer
s 0430
LankaPay
NAC Intermediate
POS Switch
(LIPS)

Diagram 01

The high-level architectural diagram is explained as follows:

1. POS terminals will be connected to the Network Access Control

(NAC) of the POS acquirer.
2. POS acquirer’s NAC will be connected/communicating with LIPS
3. LIPS shall have an interface with the merchant management system of
the POS acquirer to upload and download merchant information.
4. LIPS should be able to;
a. identify the transaction and route the transaction requests to
LankaPay CPS by the POS acquirer’s bank code in DE32 –
acquirer institution identification code.
b. submission of transaction data to LankaPay – CPS by way of
uploading a file (TC57 file upload) automatically to LankaPay –
CPS.
c. need to maintain individual interface per member bank

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 5. LIPS should adhere to LankaPay – CPS Member Bank Interface (MBI)
specifications pertaining to the connectivity between LIPS and
LankaPay – CPS.

5. SCOPE OF WORK
1. Gathering information, developing the requirement specifications,
architecture and documentation for the proposed system implementation
and obtain approval for same from LCPL
2. Specifying of required Operating systems, databases, middleware,
hardware, communications architecture(s), security module;
3. The implementation of the proposed system as per the agreed project
plan;
4. Development, supply, installation, commissioning, Testing
,implementation and maintenance of the solution
5. Installation, configuration and performance tuning of database,
middleware applications, operating systems, related system software,
etc.;
6. The provision of implementation support for going live with two
Financial Institutions
7. Provide training for technical and operational staff at all levels, at LCPL;
8. The proposed switch should be capable to provide;
a. communicate with financial institutions various system
components such as merchant management system.
b. an independent web interface to monitor transactions and
upload/download files/reports.
c. communication between various platforms using different
communication platforms.
d. ability to obtain Ad-hoc reports
e. customizable fee configuration module
f. automated Billing module
9. Warranty and post-warranty technical and operational support for the
proposed system at the Primary Data Centre (PDC) and Disaster
Recovery Sites (DRS) of LCPL;
10. The proposed switch should be capable to archive the transaction data
and audit trail data automatically.
11. Data for 180 days will be available online
12. The data prior to 180 days will be archived

a. The restoration of data and reporting of transactions post 180 days

will be offline task and not through portal. Retrieval of such
archived data will be a DBA activity.
13. Entering into SLAs and other Agreements.

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6. TRANSACTION PROJECTION
Solution to support transaction volumes for validation as given below

YEAR  2019/2020 2020/2021 2021/2022 2022/2023 2023/2024

Estimated no. of
transactions
66,609 472,592 1,576,398 3,752,574 7,622,545
(average per
month)
Sustained
Transactions per 10 11 12 13 15
second (TPS)

7. THE PROJECT PLAN

The high level timeline given below for deployment of the project. Please
note that the below are only indicative timelines, and the bidder needs to
provide the proposed plan.

Completion
Task Description Timeline (in
Weeks)
Awarding of contract 0
Gathering information, developing the requirement
specifications, architecture and documentation,
Installation, configuration of the system database, 15
middleware applications, operating systems, related
system software for UAT
UAT Signoff 4
Production & DRS deployment 0 (2 days)
Go-live with two Financial Institutes 8

8. REQUIRED FUNCTIONS/FEATURES
Bidder must clearly explain in the Bidder’s response how the proposed
solution meets the LCPL Requirements stated in this SOR. The Bidder
should provide cross references for each respective item in the
Function/Features mentioned in the below table.

The following Check List is provided to assist the Bidder to organize and
consistently present their Technical Proposal. The Bidder shall critically
assess their ability to meet each requirement in the list.

Legend:

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 Comply (C) - The requirement is met by the offered product exactly as
stated.
 Will Comply (WC) - The product will be customized, exactly as per the
requirement and will be available within the stated time period. Please
provide the customization and any other related details in the
commentary.
 Alternate Comply (AC) - The requirement is not provided as stated, but
an alternate solution will be provided. The details shall be provided in
the commentary.
 Not Comply (NC) - The requirement is not provided for in the offered
product.
 Reference (REF) - Cross references to the relevant supporting
information and comments

Task Bidder’s Response

Description
STATUS REF
Functional requirements
1. The Solution shall be capable of integrating with
Financial Institutes applications in a closed network.
2. The solution should be support information and data
privacy between Financial Institutes.
3. The Solution shall be highly configurable and
parameterized.
4. The solution shall support appropriate Business
Continuity Planning including detailed step by step
Disaster Recovery Procedure.
5. The solution shall not impose any limitation on the
number of connections and number of participants to
various payment channels.
6. The solution shall have a front end web interface to
monitor transactions.
7. The solution shall be able to generate ad-hoc reports at
specific parameterized dates/times for each institution.
8. The solution shall comply with the technical
requirements laid under LankaPay – CPS Member Bank
Interface Document (Annexure A)
9. The solution shall be able to route POS transactions of
any international card scheme adhering to both
Magstripe and EMV technologies. Further the solution
shall adhere to LankaPay EMV standards when routing
locally.

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10. Solution should integrate with another dispute
management application or has its own dispute
management mechanism pertaining to POS
11. The bidder shall ensure proposed solution meets the
requirement of system availability 99.9% per calendar
year.
12. The bidder shall provide the following documentation
post implementation for acceptance
a) All manuals (user, technical)
b) All diagrams in pdf/Visio format e.g.
Deployment Architecture and design of the
software solution including the Application,
Database, and Network Topology and port
requirements.
13. The bidder should list out test cases to demonstrate the
capabilities of implemented solution. Test cases must
cover all the aspect of solution and must be exhaustive in
nature. Test cases for acceptance of product would be
finalized in consultation of LCPL Technical Team.
14. Test cases execution would be carried out by the bidder
for demonstrating the capabilities of the implemented
solution. Acceptance test cases execution would be
carried out by LCPL Technical Team. Bidder must
ensure that the outcome of execution of test cases is as
per the expectations of LCPL and any changes or
customization required would be carried out by the
bidder before the delivery.
Additionally bidder must demonstrate for the solution
implemented.
15. The Bidder shall provide the Project Approach; to
include as appropriate, but not be limited to the
following issues:
a) Provide Best Practices of similar projects
b) Implementation Schedule showing the phases,
and key tasks that will meet the stated time frame
for the project
c) The Requirements Specification for proposed
solution
d) Comprehensive Test Plan and comprehensive
Test Cases/Data
16. Bidder should ability to periodically swap operations of
PDC, Standby and DRS to demonstrate their equivalence
and LCPL has capacity to effectively run and operate the
PDC operations on DRS.
17. Bidder should be available Completeness, accuracy, and
validation of all input, output and processing.

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18. The solution shall be able to accept/connect with any
POS terminal irrespective of the terminal type or version.
19. The bidder should assurance of Data Integrity by way of
appropriate data validations
20. The solution should support de-centralized deployment
in separate geographical locations. i.e. DR site
21. The solution should be administratively manageable
through a centralized management console
22. The Bidder should provide all the functionalities
comprehensively, which the proposed product is capable
of.
23. The bidder should be able to do a presentation of the
proposed solution.
System requirements
24. The bidder should support Application and Database
upgrades and patch updates including security patches
at no additional cost.
25. The bidder shall provide a functional and deployment
architecture document illustrating and describing how
the elements function and interact with one another.
Furthermore, above document should include
deployment architecture diagram, full technology stack
together with network topology.
26. The Solution shall be fully compatible with Cluster-
aware architecture technologies and if the requirement
arises, shall be fully compatible and aligned to support
seamless failovers
27. The Solution at the PDC shall be Active-passive failover
cluster. DRS should be a standalone instance. In the
event of PDC is totally inoperable, the failover shall be to
the DRS.
28. The Solution should be able to upgrade to Active-Active
failover cluster at a later point in time.
29. The Solution shall be active-passive failover/failback
within 15 minutes
30. The Solution shall be failover to the DRS within 30
minutes.
31. The Solution shall be failback to the PDC within 30
minutes.
32. The Solution shall facility to restore archive data on
request (e.g. month wise, date wise etc.). This facility
shall not affect PDC and DRS systems.
33. The Bidder shall provide the detailed, accurate, and
scalable VM requirements base on the estimated
volumes and TPS stated in section 6.0

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34. Solutions shall be fully compatible with VMware vSAN
v6.7 hypervisor and CentOS 7.x or RHEL 7.x or above
OS versions
35. The bidder shall provide suitable Data backup and
restoration solution.
36. The bidder shall submit assurance letters from the
Original Equipment Manufacturers (OEM) per product
to ensure the final deployment of the Solution has
complied with OEM’s licensing policy requirements.
37. The bidder shall agree and committed to procure any
additional licenses if OEMs found gaps on their
independent audits during the contract period. Bidder
shall submit a Letter of undertaking stating the above
requirement.
38. The solution should support optimized data replication
between PDC and DRS.
39. One year comprehensive warranty on all delivered
system software (e.g. database, web/application server,
etc.) inclusive of applicable subscription cost on system
software
40. The bidder shall provide one year comprehensive
warranty on all the applications software shall
commence after live cut-over
Compliance and Security requirements
41. The solution shall have system security functionality in
terms of user/Internal/External authentication,
user/access management, detail, and meaningful audit
trails and data backups.
42. The solution should support all the transactions should
be duly logged.
43. The solution shall be PA-DSS compliant or aligned
44. The Solution data and logs shall be available on line and
accessible for 180 days or more and robust housekeeping
facility (e.g. backups, purging etc.) shall be available to
archive past data without performance loss. This
parameter should be a user configurable one
45. The Bidder should recommend and propose adequate
network level controls to security information from
internal and external threats.
NOTE:
The proposed architecture will be assessed with the
LCPL technical teams for any customizations, if any,
before finalizing.
46. The solution should facilitate role base access control
based on “need-to-know” basis
47. All administrative activities, changes, etc. should be
captured in audit trails

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48. The solution should ensure all communications are
secured in-line with industry best practices such as CIS,
NIST, etc.
49. The solution should have logical and/or physical level
segregation based on functionality and access
requirements.
Software Licenses Referenc
C/NC
e
50. The Bidder shall supply LCPL with required licenses in
the name of LCPL to access and use the Software
supplied through this Bidding Document.
51. Such license to access and use the software shall be non-
exclusive, fully paid up and irrecoverable and valid
throughout LCPL offices.
52. Any short comings of licenses provided against the
initial deployment found out by any internal or external
audit, shall be rectified by the bidder at his own cost
during the period of agreement with LCPL
Patch Updates and Bug Fixes Referenc
C/NC
e
53. All security and any other relevant patch upgrades must
be free of charge and any bugs or issues must be fixed as
per LCPL SLA.
54. Critical security patches/fixes must be applied within
one month of releasing the patch and High/Medium
rated patches shall be applied within three months of
releasing the patch and deployment shall be free of cost.
55. Any upgrades patches (major/minor) shall be online and
non-disruptive to live operations. Any deviations from
above shall be clearly communicated well in advance
before performing any such activity.
56. Any Vulnerabilities, bugs, or issues identified during
Audits, RSS feeds, as per Common Vulnerability Scoring
System (CVSS) Ratings, Quarterly Vulnerability
Assessments (VAs) or Penetration Tests (PTs) carried out
by LCPL or any other nominated third party auditing
entity, shall be fixed by the contractor free of cost as per
Service Levels mentioned below.
Service Levels Referenc
C/NC
e
57. The bidder should provide his service help desk hotline
number which should be accessible 24x7x365
58. The bidder should provide service help desk hotline
number of the principle /manufacturer which should be
accessible 24x7x365
59. The bidder should provide escalation path with
designations, if a service call is not responded with as

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 per the SLA specified below
60. The bidder should have local bidder/Partner Support
61. The bidder should have telephone / remote technical
support (24x7)
62. The bidder support on-site technical support (24x7)
63. The bidder should provide direct principle support
64. The bidder should provide telephone / remote technical
support (24x7)
Resolution Time – Head Office and Disaster Recovery Site
65. LankaClear (Pvt) Ltd, Head Office. The Purchaser shall
be entitled to Liquidated Damages (and not as a penalty)
a sum of LKR 20,000/= (Twenty Thousand Rupees) for
every hour, or part thereof, in excess of the first four
hours after call logged.
(3 Hours)
Note :- Resolution time means: Starting from call logged
time to resolution time
66. LankaClear (Pvt) Ltd, DR Site, 468/2, Athurugirya Road,
Malabe. The Purchaser shall be entitled to Liquidated
Damages (and not as a penalty) a sum of LKR 20,000/=
(Twenty Thousand Rupees) for every hour, or part
thereof, in excess of the first four hours after call logged.
(4 Hours)
Note :- Resolution time means: Starting from call logged
time to resolution time
Support History Status (Available)
67. The bidder should provide on-line access to vender IT
Service Desk. (Available)
68. The bidder should provide back to back contracts with
manufacturer enabling LCPL to directly contact
manufacturer for technical/fault clarifications,
escalations and support
69. The bidder should providing Fault analysis using tools,
logs and core dumps
70. The bidder should provide applicable patches,
Security/Bug fixes released by the manufactures from
time to time, release notes to be provided to LCPL and
updates to be installed if required at no cost to LCPL.
71. The bidder should provide on-site support to
LankaClear to identify and resolve reported incidents
including which have been caused by a malicious virus
attack(s) or any kind of intrusion or of any form and/or
abnormal system crash.

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 72. The bidder should provide performing of health checks
and Preventive Maintenance using manufacturer
specified tools, advising LCPL on health of proposed
solution and taking rectification action, to be done on
quarterly basis and Contractor shall provide the Health
Check Report.
73. The bidder should provide technical
support/clarifications requested by other contractually
obligated vendors in carrying out their support services
on behalf of the purchaser

9. SERVICE LEVELS

SERVICE LEVELS STATUS

Response Time for Fault notification – LCPL shall notify
the fault to the Contractor technical support team by
telephone immediately to initiate corrective action as per
below service levels.
Severity Response Time
Critical 15 Minutes
High 15 Minutes
Medium 30 Minutes
Low 30 Minutes
Service Levels shall be contractually bound by Liquidated
Damages for non-compliance
Contractor and LCPL shall enter into a separate Service
Level Agreement (SLA) along with the Contract.

10. Annexure A
LankaPay – CPS Member Bank Interface (MBI) document

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 Section V. Draft Agreement
AGREEMENT FOR THE DEVELOPMENT, SUPPLY, INSTALLATION,
CONFIGURATION, IMPLEMENTATION, COMMISSIONING, MAINTENANCE
TRAINING AND PROVISION OF SELECTING A SUITABLE VENDOR FOR
DEVELOPMENT OF AN EMV ENABLED POS SWITCHING SOLUTION

THIS AGREEMENT made and entered into on this …………………. by and between
LANKACLEAR (PRIVATE) LIMITED (Company Registration No. PV 7551) a
Company duly incorporated under the laws of Sri Lanka and having its registered
office at Level 18, Bank of Ceylon Head Office, “BOC Square”, No. 1, Bank of Ceylon
Mawatha, Colombo 01, (hereinafter referred to as "LCPL" which term shall where the
context so requires mean and include the said LankaClear (Private) Limited, its
successors and assigns) of the First Part, and …………………………………………. a
Company duly incorporated under the laws of Sri Lanka and having its registered
office at …………………………….. (hereinafter referred to as "………." which term shall
where the context so requires mean and include the said …………………………, its
successors and assigns) of the Second Part,

WHEREAS further to the Invitation for Bids No. ………… for the Development,
Supply, Installation, Configuration, Implementation, Commissioning, Maintenance and
Provision of Training of a Software for a LankaPay Online Payment Platform for LCPL,
issued by LCPL (hereinafter referred to as the “Bidding Document”) has submitted its
bid/proposal dated for the Development, Supply, Installation, Configuration,
Implementation, Commissioning, Maintenance and Provision of Training of a
LankaPay Online Payment Platform and revised proposal dated …….. (hereinafter
together referred to as the “Proposal”)

AND WHEREAS at the request of LCPL to develop, supply, install, configure,

implement, commission, maintain, train and provision of a selecting a suitable vendor
for development of an EMV enabled POS switching solution (hereinafter referred to as
the “Solution”) and enter into this Agreement along with……………………. as a joint
party

NOW THIS AGREEMENT WITNESSETH and it is hereby agreed by and between the
parties hereto as follows: -

1. SCOPE OF AGREEMENT

1.1 The scope of this Agreement shall be for the Contractor to develop,
supply, install, configure, implement, commission, maintain, train and
provision of a selecting a suitable vendor for development of an EMV
enabled POS switching solution and provide comprehensive warranty
and post-warranty maintenance services (‘Services’) for same, subject to
the terms and conditions set forth herein.

Page 33 of 44
 1.2 Specifications of the Solution shall be as per Annex 1 hereto.

2. PRICES

2.1 Pricing of the Solution shall be as per Annex 3 hereto.

3. TERMS OF PAYMENT

3.1 The price of the Solution shall be paid to …….. as follows, and for all
intents and purposes hereunder such payment shall be deemed to be
valid payment to the Contractor:

3.2 Advance Payment

Twenty five percent (25%) of the Contract Price shall be paid within 14
days from the date of awarding the Contract, against a receipt of and an
“on demand, unconditional” bank guarantee from a licensed commercial
bank operating in Sri Lanka for the equivalent amount and in the format
provided in the bidding document or another form acceptable to the
Purchaser

3.3 On User Acceptance

The Purchaser shall pay the Supplier Fifty (50%) percent of the Contract
Price on successful completion of user acceptance test

3.4 Final Payment

a. The remaining fifty (50%) percent of the Contract Price shall be
paid within sixty (60) days of LCPL commencing live operations of
the Solution.
Hundred (100%) percent of the advance payment would be
recovered under this payment milestone.

b. All payments shall be settled within Thirty (30) days of receipt of

the invoice for same.

3.5 In the event any sum is owed to LCPL by the Contractor hereunder
(limited to any penalties or liquidated damages), LCPL shall after
mutually agreeing with the Contractor set off/deduct such sum from
any payments due to the Contractor under this Agreement or separately
charge the Contractor. In the event no such payment be due, the
Contractor shall pay such sum to LCPL. Where the said penalty or
liquidated damages is one the Contractor is directly liable for as
expressly stipulated in hereunder, the deduction of same from any sum
payable by LCPL hereunder to the Contractor may be made at the
discretion of LCPL, or separate payment of same by the Contractor to
LCPL shall be immediate and on demand by LCPL.

Page 34 of 44
 3.6 Annual maintenance service charges for post-warranty maintenance of
the Solution shall be as per Annex 4 hereto, and shall be paid at the
commencement of each year relating to which such maintenance charges
are payable.

3.7 Any taxes applicable on the prices hereunder as at the time of invoicing
shall be paid by LCPL.

3.8 In case of any delays in making payments by LCPL, the Contractor shall,
without prejudice to any other rights available to it, be entitled to
withhold the Services till the time payment is made to the Contractor.
LCPL agrees that withholding of Services by the Contractor for such a
reason shall not be deemed to be a breach of this Agreement. Further,
the Contractor shall also be entitled to forthwith terminate this
Agreement.

4 DELIVERY

4.1 The Solution shall be developed, supplied, installed, configured,

implemented and commissioned within ten (10) weeks of the effective
date of this Agreement.

4.2 In the event of any delay in completing commissioning of the Solution

(other than due to force majeure or reasons those directly and solely
attributable to LCPL and/or any third party appointed by LCPL for
which the Contractor shall not be liable) the Contractor shall pay LCPL
liquidated damages at the rate of two per cent (02%) of the total contract
value hereunder per each week or part thereof of delay until such time
commissioning is successfully completed.

4.3 LCPL shall carry out the user acceptance test in mutual discussion with
the Contractor to ensure that the Solution meets the requirements of the
technical, functional and performance specifications. Within two (02)
weeks of completion of the user acceptance test, LCPL shall either (i)
issue user acceptance certificate or (ii) revert to the Contractor in writing,
with specific reasons, that the user acceptance test is not in conformity
with the requirements.

4.4 In case LCPL fails to issue the user acceptance certificate or fails to
communicate in writing to the Contractor that the user acceptance test is
not in conformity within this period of three (3) working days, then it
shall be deemed that the user acceptance certificate has been issued by
LCPL (‘Deemed Acceptance Certificate’).

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5 OBLIGATIONS OF THE CONTRACTOR

5.1 The Contractor shall:

i) Ensure that the personnel deployed hereunder by the Contractor

shall be those of whose technical qualifications, profiles and
resumes have been submitted to LCPL with the Proposal.

ii) Ensure completion of the scope of work as stipulated in Annex 5

hereto.

iii) Ensure that the Solution interworks with other systems at LCPL
for which LCPL shall provide necessary access to its systems as
may be required by the Contractor.

iv) In the event the services performed by its personnel are not in
keeping with this Agreement or are found to be unsatisfactory,
on the request of LCPL, immediately replace such personnel
from the services mentioned herein with those who are
competent in performing their tasks hereunder.

v) perform the Solution installation and implementation in

accordance with this Agreement with the least disruption to
other systems in operation at LCPL. If such disruption is
necessitated, same shall be so notified in writing to LCPL in
advance prior to implementation.

vi) Provide details of identity of personnel visiting LCPL hereunder

in advance to LCPL, and all visits shall be made only with prior
notice to LCPL.

vii) Ensure that its personnel abide by security policies of LCPL

which are communicated in writing to the Contractor and its
lessor when at the premises and when entering the premises of
LCPL, and ensure that its personnel do not access restricted
areas.

viii) Ensure that all its personnel who may be deployed under this
Agreement at the premises of LCPL, or who may otherwise have
access, including but not limited to the premises/ systems/
infrastructure/ data of LCPL shall prior to their first/ initial
deployment at/access to LCPL, provide a valid police clearance
report to LCPL.

5.2 Escrow

The Contractor shall arrange for escrow of the source code of the Solution with a
third party escrow agent/company which shall be only for the duration of
maintenance and support of the Solution including any extended periods of such
maintenance and support. The Contractor shall sign the Escrow Agreement and
shall start the escrow period within 14 days after UAT sign off. It is agreed by
LCPL that after the expiry or termination of this Agreement, LCPL shall not be

Page 36 of 44
 entitled to any access to the source code. The said escrow agent/company shall be
one mutually agreed to by the Parties hereto, and escrow costs shall be borne by
Contractor.

5.3 Documentation

i) The Contractor shall promptly provide all relevant

documentation inclusive of handbooks, manuals, operation and
maintenance procedures, training documents and design
drawings of original versions for the software installed no later
than successful completion of acceptance testing.

ii) LCPL shall be allowed to reproduce such documentation, solely

for LCPL's own internal use, training, operation and maintenance
purposes.

iii) All documentation shall be written in a clear and precise form of

English Language.

iv) Implementation of the Solution shall not be regarded as complete

until all documentation required hereunder has been provided
and should such documentation be incomplete LCPL shall have
the right to withhold the certificate of acceptance and any
subsequent payment.

6 PERFORMANCE SECURITY

6.1 Within fourteen (14) days of the execution of this Agreement,– on behalf
of the Contractor, shall furnish an on-demand, unconditional
performance security for a value equivalent to ten per cent (10%) of the
total value of the Contract hereunder, to be valid to be valid until expiry
of the warranty period hereunder and a further period of twenty eight
(28) days, in the form of a bank guarantee from a licensed commercial
bank for the said amount, issued in favour of LankaClear (Pvt) Ltd,
Level 18, Bank of Ceylon Head Office, BOC Square, BOC Mawatha,
Colombo 01. The performance security shall cover the aforementioned
value excluding Value Added Tax.

6.2 In the event of any non-performance or breach of this Agreement by the

Contractor, LCPL shall be entitled to encash the performance security
with written notice to the Contractor. This shall be without prejudice to
LCPL’s right to terminate this Agreement or any other rights hereunder.

7 LICENSE

7.1 LCPL shall be entitled to deploy/use the Solution at any location/site

within Sri Lanka.

7.2 The Contractor shall not enter into any agreement with any third party
which would affect LCPL's rights under this Agreement, or bind LCPL to
any third party, without LCPL's prior written consent. In any event, any

Page 37 of 44
 agreement entered into by Contractor with any third party or any attempt
by Contractor purporting to so enter into any such agreement,
undertaking, commitment or otherwise, which would have the effect of
affecting or binding LCPL in any way whatsoever other than pursuant to
the terms and conditions in this Agreement, shall be void and of no effect.

7.3 LCPL's use of the Solution, documentation and any other licensed
material as authorized by this Agreement shall not infringe any
copyrights, trade secrets, patents or trademark rights, or any other
intellectual property rights of any third party. The Solution,
documentation and other licensed materials shall be free from all liens,
claims, encumbrances and other restrictions.

7.4 Subject to the terms and conditions contained herein, LCPL shall be
entitled to use and enjoy the benefit of the Solution, documentation and
any other licensed material without any limitation in time.

7.5 LCPL’s use and possession thereof hereunder shall not be adversely
affected, interrupted or disturbed by the Contractor or any entity
asserting a claim under or through the Contractor.

7.6 The Contractor shall indemnify LCPL against any damage, loss sustained
by the LCPL or any claim that may arise against LCPL due to any
infringement or alleged infringement of any intellectual property of any
third party by virtue of this Agreement or the use of the Solution or
license. Further, the Contractor shall immediately effect required
modifications/alterations to the Solution, software or license that
infringes or may infringe any intellectual property rights of any third
party, free of charge, without losing the functionality as required
hereunder, of the software or license. LCPL shall not be liable hereunder
for any infringement or alleged infringement of any third party
intellectual property rights arising due to the said
modifications/enhancements. It is agreed that this provision shall not be
applicable to any portion of the Solution to which any
modification/alteration has been done by LCPL.

7.7 This Agreement does not convey to LCPL any ownership rights in the
Solution or any copies thereof, but constitutes only a license to use the
Solution in accordance with the terms of this Agreement. Title to Solution
(and each copy thereof) shall at all times remain vested in the ………….
LCPL agrees to ensure that all patent, copyright, trademark and other
proprietary notices of the Contractor or its licensor(s) affixed to or
displayed on the Solution will not be removed or modified by LCPL.
LCPL shall not itself and shall not authorize others to decompile,
disassemble, or reverse engineer, the Solution or any component thereof
without the prior written permission of the Contractor. In case of any
breach of this clause by LCPL and/ or its employees, agents and
authorized representatives, LCPL shall be liable to indemnify the
Contractor to the tune of the claim made on the Contractor by the third
party.

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8 WARRANTY

8.1 There shall be a warranty of one (01) year for the application software
from issuance of the user acceptance certificate or Deemed Acceptance
Certificate.

8.2 There shall be a warranty of three (03) years for the hardware and
system software from issuance of the user acceptance certificate or
Deemed Acceptance Certificate.

8.3 During the warranty period all support and maintenance for the
Solution shall be carried out by the Contractor free of charge.

9 MAINTENANCE

9.1 Maintenance and support for the Solution shall be as per Annex 2.

9.2 The Contractor shall provide maintenance for the Solution for a period
of Five (5) years, subject however, to Clause 8.3 and also subject to
payment of Annual Maintenance Fees as per Annexure 4.

9.3 Any minor changes/modifications to the Solution, including bug fixing,

, patches, updates and upgrades required for error-free operation of the
solution shall be carried out free of charge by the Contractor during the
entire period of maintenance.

9.4 If a change/modification to the Solution is required by LCPL at any

point, the Parties shall mutually agree as to whether same shall be
considered a minor change/modification or otherwise.

9.5 The timelines pertaining to any minor change/modification to the

Solution shall be mutually agreed upon.

10 CONFIDENTIALITY

10.1 The Contractor’s obligations with respect to confidentiality shall be

governed by the Nondisclosure Agreement signed between LCPL and
……………. dated ………. Where the provisions of this Agreement
conflict with the said Nondisclosure Agreement, the provisions of the
Nondisclosure Agreement shall prevail. For the avoidance of doubt, the
terms and conditions of the aforementioned Nondisclosure Agreement
shall be hereby deemed to bind both ……………..

10.2 LCPL shall be governed by similar confidentiality provisions for the

confidential information belonging to the Contractor.

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11 FORCE MAJEURE

11.1 No Party hereto shall be deemed to be in default of any provisions

hereof for any delay, failure in performance or interruption of services
resulting directly or indirectly from an act of God or military authority,
acts of public enemy, civil disturbance, acts of war - whether declared or
not, accident, fire, explosion, earthquake, flood or any other natural
disaster or any other event beyond the reasonable control of any Party
(hereinafter referred to as “Force Majeure Events”), provided the Party
facing such Force Majeure Event shall within 24 hours issue a notice in
writing to the other Party (a “Force Majeure Notice”) detailing the
occurrence of such Force Majeure Event and its anticipated effect upon
the performance of the Agreement. As appropriate the Force Majeure
Notice shall also state any extension of time that is required by such
Party and the details of any alternative method sought by such Party to
fulfill its contractual obligations under the Agreement and additional
cost, if any, involved in such alternate method.

12 TERM AND TERMINATION

12.1 This Agreement shall take effect from ………. and shall be deemed as the
effective date hereof.

12.2 Either Party shall be entitled to terminate this Agreement with

immediate effect with notice in writing in the event of a breach of any
term herein by the other Party, unless same is rectified within thirty (30)
days of notice to the Party in breach requiring the said breach to be so
rectified.

12.3 LCPL shall be entitled to terminate this Agreement with immediate

effect in the event of any delay in completion of all works hereunder by
the Contractor – which shall be without prejudice to the Contractor’s
liability for liquidated damages.

12.4 Either Party shall be entitled to terminate this Agreement with

immediate effect if the other Party ceases to operate, is declared
bankrupt, or is otherwise reasonably established that it is unable to carry
on business or provide maintenance for the Solution.

13 EFFECTS OF TERMINATION

13.1 In the event of termination of this Agreement prior to issuance of user

acceptance certification for any fault attributable to the Contractor, all
sums paid hereunder up to such point of termination shall be refunded
immediately to LCPL by the Contractor.

13.2 In the event of termination of this Agreement after the warranty period
for any reason whatsoever, LCPL shall forthwith pay all sums payable as
per Annex 4 for the services provided by the Contractor up to the point
of termination and if any sum is paid in advance to the Contractor for

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 maintenance, the same shall be refunded on a prorated basis
proportionate to the unutilized period of maintenance.

13.3 In the event of termination of this Agreement for any reason whatsoever
during the warranty period, a mutually agreed sum out of the price paid
until such point of termination shall be refunded to LCPL.

13.4 The expiration or termination of this Agreement and/or maintenance

and support services for the Solution shall not preclude or prevent LCPL
from using or enjoying the benefit of the Solution/Software,
documentation and any other licensed material related thereto, on an as
is basis without any limitation in time, numbers and location/site.

13.5 Termination of this Agreement will not in any event affect any rights or
liabilities of the parties accrued to them as at the date of termination.

13.6 Exercise of any right by either Party hereunder shall not prejudice that
Party’s right to exercise any other right, or to terminate this Agreement.

14 TRANSFER AND ASSIGNMENT

13.1 Either Party shall not transfer or assign this Agreement to any other
party without the prior written intimation to the other Party.

15 ENTIRE AGREEMENT

14.1 This Agreement and the Annexes mentioned below and attached hereto
constitutes the complete agreement between the Parties hereto. Any
addition, amendment or modification hereto shall be valid and effective
only if done in writing signed by the duly authorized representatives of
the Parties hereto.

Annex 1 - Solution Specification and Features

Annex 2 - Maintenance Service Levels

Annex 3 - Pricing

Annex 4 - Annual Maintenance Charges

Annex 5 - Scope of Work

16 WAIVER

15.1 The failure by either Party to the Agreement to exercise or enforce any
right conferred by the Agreement shall not be deemed to be a waiver of
any such right nor operate so as to bar the exercise or enforcement
hereof at any time. Further, no waiver of any term or condition in this

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 Agreement by either Party shall be deemed subsequent waiver of that
term or waiver of any other term or condition.

17 SEVERABILITY

16.1 In the event any provision of this Agreement including those relating to
any limitations of liability or limitation on warranties is held to be
invalid or unenforceable, the remaining provisions of this Agreement
shall remain in full force and effect.

18 INDEMNITY

18.1 Either Party shall indemnify the other Party against any and all
liabilities, losses, costs, damages and expenses which the affected Party
may sustain by reason of a breach committed by the defaulting Party of
the terms herein.

18.2 Notwithstanding what is mentioned in this Agreement, in no event shall

either Party be liable to the other Party for any indirect, incidental,
special, consequential, punitive damages or losses howsoever occurred
to other Party.

19 APPLICABLE LAW

19.1 This Agreement shall be governed by the laws of the Democratic

Socialist Republic of Sri Lanka.

20 SETTLEMENT OF DISPUTES

20.1 If any dispute or difference whatsoever arises between the parties

concerning matters relating to this Agreement or any provision thereof,
the parties herein shall use their best endeavours to resolve the dispute
or difference amicably.

20.2 Failing amicable resolution of such dispute or difference by the parties

hereto the dispute or difference shall then be finally resolved by
arbitration by a sole Arbitrator or in the event the Parties hereto cannot
agree to the appointment of a sole Arbitrator by a panel of three
Arbitrators at Colombo as per the Arbitration Act No. 11 of 1995 of Sri
Lanka as amended from time to time.

21 NOTICE

20.1 Any notice or other information required or authorized by this

Agreement to be given by either Party to the other may be given by hand
(duly acknowledged) or sent by registered post, facsimile transmission
(or comparable means of communication) to the other Party addressed

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 as follows, or to such other address written notice of which has been
given.

To the Contractor:

To LCPL :

General Manager/CEO
LankaClear (Pvt) Limited,
Level 18, Bank of Ceylon Head Office,
"BOC Square",
No. 01, Bank of Ceylon Mawatha,
Colombo 1,
Sri Lanka.

Fax: +94 (0)11 2478957

22 WARRANTY OF AUTHORITY

21.1 The Contractor hereby warrants that it has full capacity in law and
otherwise to enter into this Agreement and to carry out
obligations/services hereunder, and that there is nothing legally or
otherwise prohibiting it from doing so. Parties hereto represent and
warrant to each other that the signatories of the Parties are entitled to
sign on behalf of the respective Party and the rights and obligations of all
Parties shall be legally valid and binding and enforceable on all Parties.

IN WITNESS WHEREOF the Parties have caused their duly authorized

representatives to set their respective hands hereunto and to another of the same tenor
and date as these presents.

For and on behalf of

LANKACLEAR (PVT) LIMITED

…………………………………….
Name: Channa de Silva
Title: General Manager/CEO

Witness:

………………………………………
Name:
NIC No:

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For and on behalf of

…………………………………….
Name:
Title:

Witness:

………………………………………
Name:
NIC No:

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