INTEGRITY PACT

General

This Agreement (hereinafter called the Integrity Pact) is made on ……. day of the month
of ……………………, 2022, between, on one hand, GOA SHIPYARD LIMITED, a
Company registered under the Companies Act, 1956, having its Registered Office at
Vaddem, Vasco-da-Gama, Goa - 403 802 represented by Cmde. B.B Nagpal, NM, IN
(Retd) hereinafter called the “ COMPANY”), which expression shall mean and include,
unless the context otherwise requires, his successors in office and assigns of the First Part
and M/s. SKIPPER NIGERIA LTD. represented by ..…………………….. Chief
Executive Officer (hereinafter called the “MARKETING REP”) which expression shall
mean and include, unless the context otherwise requires, his successors and permitted
assigns of the Second Part.

WHEREAS the COMPANY proposes to avail marketing and representation services for
marketing and promoting its products and the MARKETING REP is willing to offer/has
offered the said services.

WHEREAS the MARKETING REP is a private company, constituted in accordance with

the relevant laws of its country in the matter and the COMPANY is a Defence Public
Sector Undertaking (DPSU) performing its functions on behalf of the President of India.

NOW, THEREFORE,

To avoid all forms of corruption by following a system that is fair, transparent and free
from any influence/prejudiced dealings prior to, during and subsequent to the currency of
the contract to be entered into with a view to:-

Enabling the COMPANY to obtain the desired said services at a competitive price in
conformity with the terms of Contract to be executed between the COMPANY and the
MARKETING REP for marketing and promoting COMPANY products, by avoiding the
high cost and the distortionary impact of corruption on public procurement, and

Enabling MARKETING REP to abstain from bribing or indulging in any corrupt practice
in order to secure the contract by providing assurance to them that their competitors will
also abstain from bribing and other corrupt practices and the COMPANY will commit to
prevent corruption, in any form, by its officials by following transparent procedures.
The parties hereto hereby agree to enter into this Integrity Pact and agree as follows:

1. Commitments of the COMPANY

1.1 The COMPANY undertakes that no official of the COMPANY,

connected directly or indirectly with the contract, will demand, take a

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promise for or accept, directly or through intermediaries, any bribe,
consideration, gift, reward, favour or any material or immaterial benefit
or any other advantage from the MARKETING REP, either for
themselves or for any person, organization or third party related to the
contract in exchange for an advantage in the, contracting or
implementation process related to the contract.

The COMPANY will, during the pre-contract stage, treat all

MARKETING REPS alike, and will provide to all MARKETING REPs
the same information and will not provide any such information to any
particular MARKETING REP which could afford an advantage to that
particular MARKETING REPS in comparison to other MARKETING
REPs.

1.2 All the officials of the COMPANY will report to the Chief Vigilance
Officer, Goa Shipyard Limited or appropriate Government office any
attempted or completed breaches of the above commitments as well as
any substantial suspicion of such a breach.

2. In case any such preceding misconduct on the part of such official(s) is reported
by the MARKETING REP to the COMPANY with full and verifiable facts and the same
is prima facie found to be correct by the COMPANY, necessary disciplinary
proceedings, or any other action as deemed fit, including criminal proceedings may be
initiated by the COMPANY and such a person shall be debarred from further dealings
related to the contract process. In such a case while an enquiry is being conducted by the
COMPANY the proceedings under the contract would not be stalled.

Commitments of MARKETING REP

3. The MARKETING REP commits itself to take all measures necessary to prevent
corrupt practices, unfair means and illegal activities during any pre-contract or post-
contract stage in order to secure the contract or in furtherance to secure it and in
particular commit itself to the following:

3.1 The MARKETING REP will not offer, directly or through intermediaries,
any bribe, gift, consideration, reward, favour, any material or immaterial
benefit or other advantage, commission, fees, brokerage or inducement to
any official of the COMPANY, connected directly or indirectly with the
contracting or implementation process, or to any person, organisation or
third party related to the contract in exchange for any advantage in the,
contracting and implementation process of the contract.

3.2 The MARKETING REP further undertakes that it has not given, offered
or promised to give, directly or indirectly any bribe, gift, consideration,

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reward, favour, any material or immaterial benefit or other advantage,
commission, fees, brokerage or inducement to any official of the
COMPANY or otherwise IN PROCURING THE Contract or forbearing
to do or having done any act in relation to the obtaining or execution of
the contract or any other contract with the COMPANY for showing or
forbearing to show favour or disfavour to any person in relation to the
contract or any other contract with the COMPANY.

Foreign MARKETING REPs shall disclose the name and address of

agents and representatives in India and Indian MARKETING REPs shall
disclose their foreign principals or associates.

3.3 MARKETING REPs shall disclose the payments to be made by them to

agents/brokers or any other intermediary, in connection with this contract.

3.4 The MARKETING REP further confirms and declares to the COMPANY
that the MARKETING REP has not engaged any individual or firm or
company whether Indian or foreign to intercede, facilitate or in any way
to recommend to the COMPANY or any of its functionaries, whether
officially or unofficially to the award of the contract to the MARKETING
REP, nor has any amount been paid, promised or intended to be paid to
any such individual, firm or company in respect of any such intercession,
facilitation or recommendation.

3.5 The MARKETING REP, either while responding to the Expression of

Interest floated by COMPANY or during pre-contract negotiation or
before signing the contract, shall disclose any payments he has made, is
committed to or intends to make to officials of the COMPANY or their
family members, agents, brokers or any other intermediaries in
connection with the contract and the details of the services agreed upon
for such payments.

The MARKETING REP will not collude with other parties interested in
the contract to impair the transparency, fairness and progress of the
bidding process, bid evaluation, contracting and implementation of the
contract. The MARKETING REP shall not enter into any undisclosed
agreement or understanding with other bidders with respect to prices,
specifications, certifications, subsidiary contract etc.

3.6 The MARKETING REP will not accept any advantage in exchange for
any corrupt practice, unfair means and illegal activities.

3.7 The MARKETING REP shall not use improperly, for purposes of
competition or personal gain, or pass on to others, any information
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provided by the COMPANY as part of the business relationship,
regarding plans, technical proposals and business details, including
information contained in any electronic data carrier. The MARKETING
REP also undertakes to exercise due and adequate care lest any such
information is divulged.

3.8 The MARKETING REP commits to refrain from giving any complaint
directly or through any other manner without supporting it with full and
verifiable facts.

3.9 The MARKETING REP shall not instigate or cause to instigate any third
person to commit any of the actions mentioned above.

3.10 If the MARKETING REP or any employee of the MARKETING REP or

any person acting on behalf of the MARKETING REP, either directly or
indirectly, is a relative of any of the officers of the COMPANY, or
alternatively, if any relative of an officer of the COMPANY has financial
interest/stake in the MARKETING REP’s firm, the same shall be
disclosed by the MARKETING REP at the time of responding to the
Expression of Interest floated by the COMPANY.

The term ‘relative’ for this purpose would be as defined in Section 6 of the
Companies Act, 1956.

3.11 The MARKETING REP shall not lend to or borrow any money from or
enter into any monetary dealings or transaction, directly or indirectly,
with any employee of the COMPANY.

4. Previous Transgression

4.1 The MARKETING REP declares that no previous transgression occurred

in the last three years immediately before signing of this Integrity Pact,
with any other company in any country in respect of any corrupt practices
envisaged hereunder or with any Public Sector Enterprise in India or any
Government Department in India that could justify MARKETING REPs
exclusion from the EOI/contracting process. The MARKETING REP
shall disclose any transgressions with any other company that may
impinge on the anti corruption principle.

4.2 The MARKETING REP agrees that if it makes incorrect statement on

this subject, MARKETING REP can be disqualified from the EOI/
contracting process or the contract, if already awarded, can be terminated
for such reason.

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5. Sanctions for Violations

5.1 Any breach of the aforesaid provisions by the MARKETING REP or any
one employed by it or acting on its behalf (whether with or without the
knowledge of the MARKETING REP) shall entitle the COMPANY to
take all or any one of the following actions, wherever required:-

(i) To immediately call off the pre contract negotiations without

assigning any reason or giving any compensation to the
MARKETING REP. However, the proceedings with the other
MARKETING REP(s) would continue.

(ii) To immediately cancel the contract, if already signed, without

giving any compensation to the MARKETING REP.

(iii) To recover all sums already paid by the COMPANY with interest
thereon at 2% higher than the LIBOR. If any outstanding payment
is due to the MARKETING REP from the COMPANY in
connection with any other contract for any other services, such
outstanding payment could also be utilized to recover the aforesaid
sum and interest.

(iv) To cancel all or any other Contracts with the MARKETING REP.
The MARKETING REP shall be liable to pay compensation for
any loss or damage to the COMPANY resulting from such
cancellation/rescission and the COMPANY shall be entitled to
deduct the amount so payable from the money(s) due to the
MARKETING REP.

(v) To debar the MARKETING REP from participating in future EOI,

bidding and other processes of Goa Shipyard Limited/
COMPANY for a minimum period of five years, which may be
further extended at the discretion of the COMPANY and exclude
from future business dealings.

(vi) To recover all sums paid in violation of this Pact by MARKETING

REP(s) to any middleman or agent or broker with a view to
securing the contract.

(vii) In cases where irrevocable Letters of Credit have been received in

respect of any contract signed by the COMPANY with the
MARKETING REP, the same shall not be opened.

5.2 The COMPANY will be entitled to take all or any of the actions
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mentioned at para 5.1(i) to (vii) of this Pact also on the commission by the
MARKETING REP or any one employed by it or acting on its behalf
(whether with or without the knowledge of the MARKETING REP), of
an offence as defined in Chapter IX of the Indian Penal Code, 1860 or
Prevention of Corruption Act, 1988 or any other statute enacted for
prevention of corruption.

5.3 The decision of the COMPANY to the effect that a breach of the
provisions of this Pact has been committed by the MARKETING REP
shall be final and conclusive on the MARKETING REP. However, the
MARKETING REP can approach the Independent Monitor(s) appointed
for the purposes of this Pact. The MARKETING REP undertakes that it
shall not approach the Courts while representing the matters to IEMs and
will await the decision of the IEMs in the matter.

6. Independent Monitors

6.1 The COMPANY has appointed the following Independent Monitors

(hereinafter referred to as Monitors) for this Pact in consultation with the
Central Vigilance Commission.

Vice Admiral Ashok Vishwanath Subhedar (Retd.)

K604, Roystonea Magarpatta City,
Hadapsar, Pune – 411 028
Tel No. 08800399081
Email: [email protected]

Shri. Paul Antony

No.70, GCDA Road, Periyar Gardens,
Thottakattukara, ALUVA – 683108.
Tel No: +91- 9496404777
Email: [email protected]

6.2 The task of the Monitor(s) shall be to review independently and

objectively, whether and to what extent the parties comply with the
obligations under this Pact.

6.3 The Monitor(s) shall not be subject to instructions by the representatives

of the parties and perform their functions neutrally and independently.

6.4 Both the parties accept that the Monitor(s) have the right to access all the
documents relating to the project/ services, including minutes of

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meetings.

6.5 As soon as the Monitor(s) notices, or has reason to believe, a violation of

this Pact, he will so inform the Chairman & Managing Director (CMD) of
the COMPANY.

6.6 The MARKETING REP accepts that the Monitor(s) has the right to
access without restriction to all Contract documentation / records of the
COMPANY including that provided by the MARKETING REP. The
MARKETING REP will also grant the Monitor(s), upon his request and
demonstration of a valid interest, unrestricted and unconditional access to
his project/contract documentation. The Monitor(s) shall be under
contractual obligation to treat the information and documents of the
MARKETING REP/ with confidentiality. Monitor(s) shall be provided
by the MARKETING REP / COMPANY, as and when warranted, access
to all documents / records pertaining to the contract for which a
complaint or issue is raised before the Monitor(s).

6.7 The COMPANY will provide to the Monitor(s) sufficient information

about all meetings among the parties related to the Contract provided
such meetings could have an impact on the contractual relations between
the parties. The parties will offer to the Monitor(s) the option to
participate in such meetings.

6.8 The Monitor(s) will examine all complaints received by them and submit
a written report to the CMD within 8 to 10 weeks from the date of
reference or intimation to him by the COMPANY / MARKETING REP
and, should the occasion arise, submit proposals for correcting
problematic situations.

7. Facilitation of Investigation

In case of any allegation of violation of any provisions of this Pact or payment of

commission, the COMPANY or its agencies shall be entitled to examine all the
documents including the Books of Accounts of the MARKETING REP and the
MARKETING REP shall provide necessary information and documents in English and
shall extend all possible help for the purpose of such examination.

8. Law and Place of Jurisdiction

This Pact is subject to Indian Law. The place of performance and courts jurisdiction is
only at Goa.

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9. Other Legal Actions

The actions stipulated in this Integrity Pact are without prejudice to any other legal action
that may follow in accordance with the provisions of the extant law in force relating to
any civil or criminal proceedings.

10. Validity

10.1 The validity of this Integrity Pact shall be from date of its signing and
extend upto 3 years or the complete execution of the contract to the
satisfaction of both the COMPANY and the MARKETING REP. In case
MARKETING REP is not selected during the EOI process/evaluation and
no contract is signed with MARKETING REP,in such event , this
INTEGRITY Pact shall expire after six months from the date of
completion of EOI process / evaluation.

10.2 Should one or several provisions of this Pact turn out to be invalid, the
remainder of this Pact shall remain valid. In this case, the parties will
strive to come to an agreement to their original intentions.

11. The parties hereby sign this Integrity Pact at …………………. on

……………………

Signed for and on behalf of Signed for and on behalf of

Goa Shipyard Limited (COMPANY) MARKETING REP

AUTHORISED REPRESENTATIVE AUTHORISED REPRESENTATIVE/
ATTORNEY HOLDER

COMPANY MARKETING REP

Witness Witness

1.__________________________ 1.___________________________

2.___________________________ 2.___________________________

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