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(To be executed on plain paper and submitted along with Technical Bid
for tenders having a value of Rs.10 Crore or more. For IOCL, to be signed
by the same signatory who is competent/authorized to sign the relevant
Contract)

(_______________Division)

Tender no. :________________

INTEGRITY AGREEMENT

This Integrity Agreement is made at___________ on this ____________day of___________

2008

BETWEEN

Indian Oil Corporation Limited, a company duly incorporated and validly existing under the
provisions of Companies Act, 1956 and having its registered office at Indian Oil Bhavan, 9, Ali
Yavar Jung Marg, Bandra (East), Mumbai 400051 (hereinafter referred as the
'Principal/Owner', which expression shall unless repugnant to the meaning or context hereof
include its successors and permitted assigns)

And

……………….. (name and address of the Individual/firm/Company/consortium members

through __ __________(mention details of duly authorized signatory).hereinafter referred as
the "Bidder/Contractor" and which expression shall unless repugnant to the meaning or context
hereof include its successors and permitted assigns)

Preamble

WHEREAS the Principal/Owner has floated a tender (Tender No.: ) (hereinafter referred
to as "Tender") and intends to award, under laid down organizational procedures, contract/s
purchase order/work order for (name of contract/order) or items covered under the tender
hereinafter referred to as the "Contract".
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AND WHEREAS the Principal/Owner values full compliance with all relevant laws of the land,
rules, regulations, economic use of resources and of fairness/transparency in its relation with
its Bidder(s) and Contractor(s).

AND WHEREAS, in order to achieve these goals, the Principal/Owner has appointed
Independent External Monitors (IEMs), to monitor the Tender process and the execution of the
Contract for compliance with the principles as laid down in this Agreement.

AND WHEREAS to meet the purpose aforesaid both the parties have agreed to enter into this
Integrity Agreement (hereinafter referred to as "Integrity Pact" or "Pact"), the terms and
conditions of which shall also be read as integral part and parcel of the Tender documents and
Contract between the parties.

NOW, THEREFORE, in consideration of mutual covenants contained in this Pact, the parties
hereby agree as follows and this Pact witnesseth as under:

Article 1: Commitment of the Principal/Owner

1) The Principal/Owner commits itself to take all measures necessary to prevent corruption
and to observe the following principles:

a) No employee of the Principal/Owner, personally or through any of his/her family

members, will in connection with the Tender, or the execution of Contract, demand, take
a promise for or accept, for self or third person, any material or immaterial benefit which
the person is not legally entitled to.

b} The Principal/Owner will, during the Tender process treat all Bidder(s) with equity and
reason. The Principal/Owner will, in particular, before and during the Tender process,
provide to all Bidder(s) the same information and will not provide to any Bidder(s)
confidential / additional information through which the Bidder(s) could obtain an
advantage in relation to the Tender process or the Contract execution.
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c) The Principal/Owner shall endeavour to exclude from the Tender process any person,
whose conduct in the past has been of biased nature.

2) If the Principal/Owner obtains information on the conduct of any of its employees which is
a criminal offence under the Indian Penal Code (IPC) /Prevention of Corruption Act, 1988
(PC Act) or is in violation of the principles herein mentioned or if there be a substantive
suspicion in this regard, the Principal/Owner will inform the Chief Vigilance Officer and in
addition can also initiate disciplinary actions as per its internal laid down policies and
procedures.

Article 2: Commitments of the Bidder(s)/Contractor(s)

1) The Bidder(s)/Contractor(s) commit himself to take all measures necessary to prevent

corruption. He commits himself to observe the following principles during his participation in
the Tender process and during the Contract execution:

a) The Bidder(s)/Contractor(s) will not, directly or through any other person or firm,
offer, promise or give to any of the Principal/Owner's employees involved in the
Tender process or execution of the Contract or to any third person any material or
other benefit which he/she is not legally entitled to, in order to obtain in exchange
any advantage of any kind whatsoever during the Tender process or during the
execution of the Contract.

b) The Bidder(s)/Contractor(s) will not enter with other Bidder(s) into any undisclosed
agreement or understanding, whether formal or informal. This applies in particular
to prices, specifications, certifications, subsidiary contracts, submission or non-
submission of bids or any other actions to restrict competitiveness or to cartelize in
the bidding process.

c) The Bidder(s)/Contractor(s) will not commit any offence under the relevant IPC/PC
Act. Further the Bidder(s)/Contractor(s) will not use improperly, (for the purpose of
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competition or personal gain), or pass on to others, any information or document

provided by the Principal/Owner as part of the business relationship, regarding
plans, technical proposals and business details, including information contained or
transmitted electronically.

d) The Bidder(s)/Contractor{s) of foreign origin shall disclose the names and addresses
of agents/representatives in India, if any. Similarly Bidder(s)/Contractor(s) of Indian
Nationality shall disclose names and addresses of foreign agents/representatives,
if any. In a tender, either the Indian agent on behalf of the Principal/OEM or
Principal/OEM itself can bid but both cannot bid simultaneously for the same
item/product in the same tender. Further, if an agent submits bid on behalf of the
Principal/OEM, the same agent shall not submit a bid on behalf of another
Principal/OEM in the same tender for the same item/product. Copy of CVC
guidelines dated 13/01/2012 is annexed hereto as Annexure A.

e) The Bidder(s)/Contractor(s) will, when presenting his bid, disclose (with each tender
as per Proforma enclosed) any and all payments he has made, is committed to or
intends to make to agents, brokers or any other intermediaries in connection with
the award of the Contract.

2) The Bidder(s)/Contractor{s) will not instigate third persons to commit offences outlined
above or be an accessory to such offences.

Article 3: Disqualification from Tender Process and Exclusion from Future Contracts

1. If the Bidder(s)/Contractor(s), either before award or during execution of Contract has

committed a transgression through a violation of Article 2 above or in any other form,
such as to put his reliability or credibility in question, the Principal/Owner is entitled to
disqualify the Bidder(s)/Contractor(s) from the Tender process or terminate the
Contract, if already executed or exclude the Bidder/ Contractor from future contract
award processes. The imposition and duration of the exclusion will be determined by
the severity of transgression and determined by the Principal/Owner.
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Such exclusion may be for a period of 1 year to 3 years as per the procedure
prescribed in the guidelines for holiday listing of the Principal/Owner.

2. The Bidder/ Contractor accepts and undertakes to respect and uphold the
Principal/Owner's absolute right to resort to and impose such exclusion.

3. Apart from the above, the Principal/Owner may take action for banning of business
dealings/holiday listing of the Bidder/Contractor as deemed fit by the Principal/Owner.

Article 4-Consequences of Breach

Without prejudice to any rights that may be available to the Principal/Owner under law or the
Contract or its established policies and laid down procedures, the Principal/Owner shall have
the following rights in case of breach of this Integrity Pact by the Bidder(/Contractor(s):

1) Forfeiture of EMD/Security Deposit: If the Principal/Owner has disqualified the

Bidder(s) from the Tender process prior to the award of the Contract or terminated
the Contract or has accrued the right to terminate the Contract according to Article
3, the Principal/Owner apart from exercising any legal rights that may have accrued
to the Principal/Owner, may in its considered opinion forfeit the Earnest Money
Deposit/ Bid-Security amount of the Bidder/Contractor.

2) Criminal Liability: If the Principal/Owner obtains knowledge of conduct of a Bidder

or Contractor, or of an employee or a representative or an associate of a Bidder or
Contractor which constitutes corruption within the meaning of PC Act, or if the
Principal/Owner has substantive suspicion in this regard, the Principal/Owner will
inform the same to the Chief Vigilance Officer.

Article 5- Previous Transgression

1) The Bidder declares that no previous transgressions occurred in the last 3 years with any
other Company in any country confirming to the anti-corruption approach or with any other
Public Sector Enterprise in India that could justify his exclusion from the Tender process.
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2) If the Bidder makes incorrect statement on this subject, he can be disqualified from the Tender
process or action can be taken for banning of business dealings/holiday listing of the
Bidder/Contractor as deemed fit by the Principal/Owner.

3) If the Bidder/Contractor can prove that he has resorted \recouped the damage caused by him
and has installed a suitable corruption prevention system, the Principal/Owner may, at its own
discretion, as per laid down organizational procedures, revoke the exclusion prematurely.

Article 6- Equal Treatment of all Bidders/Contractors/Subcontractors

1) The Bidder(s)/Contractor(s) has to undertake from all Subcontractors a commitment in

conformity with this Integrity Pact. It shall be the responsibility of the Principal Contractor to
ensure adoption of/conformity to IP by the Sub-Contractor. The Bidder/Contractor shall be
responsible for any violation(s) of the principles laid down in this agreement/Pact by any of
its Sub-contractors/ Sub-vendors.

2) The Principal/Owner will enter into Pacts on identical terms as this one with all Bidders and
Contractors.

3) The Principal/Owner will disqualify Bidders, who do not submit, the duly signed Pact,
between the Principal/Owner and the bidder, along with the Tender or violate its provisions
at any stage of the Tender process, from the Tender process.

Article 7 -Independent External Monitors (lEMs)

1) The Principal/Owner has appointed competent and credible Independent External Monitor(s)
(lEMs) for this Pact. The task of the Monitors is to review independently and objectively,
whether and to what extent the parties comply with the obligations under this Pact.

2) The IEMs are not subject to instructions by the representatives of the parties and perform
their functions neutrally and independently. They report to the Chairman, Indian Oil
Corporation Limited.
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3) The Bidder(s)/Contractor(s) accepts that the IEMs have the right to access, without
restriction, to all Project documentation of the Principal/Owner including that provided by the
Contractor, as and when required. The Contractor will also grant the IEMs, upon their
request and demonstration of valid interest, unrestricted and unconditional access to his or
any of his sub-Contractor's project documentation. The IEMs are under contractual
obligation to treat the information and documents of the
Bidder(s)/Contractor(s)/Subcontractor(s) with confidentiality. For this purpose, IEMs are
required to sign Non-Disclosure Agreement along with Declaration of No Conflict of Interest
at the time of appointment as IEMs. However, the documents/records/information having
National Security implications and those documents which have been classified as
Secret/Top Secret are not to be disclosed.

4) As soon as the IEMs notice, or believe to notice, a violation of this Pact, they will so inform
the Management of the Principal/Owner and request the Management to discontinue or take
corrective action, or to take other relevant action. The lEMs can in this regard submit non-
binding recommendations.

5) The IEMs will submit a written report to the Chairman, Indian Oil Corporation Limited within
thirty days from the date of reference or intimation to them by the Principal/Owner and,
should the occasion arise, submit proposals for correcting problematic situations.

6) If the IEMs have reported to the Chairman, Indian Oil Corporation Limited a substantiated
suspicion of an offence under the relevant IPC/PC Act, and the Chairman, IOCL has not,
within reasonable time, taken visible action to proceed against such offence or reported it to
the Chief Vigilance Officer, the IEMs may also transmit the information directly to the Central
Vigilance Commissioner

Article 8- Duration of the Pact

This Pact begins when both the parties have legally signed it. It expires for the Contractor 12
months after the completion of work under the Contract, or till the continuation of defect liability
period, whichever is more and for all other Bidders, till the Contract has been awarded.
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If any claim is made/lodged during the time, the same shall be binding and continue to be valid
despite the lapse of this Pact as specified above, unless it is discharged/determined by the
Chairman, IOCL.

Article 9-Other Provisions

1) This Pact is subject to Indian law, place of performance and jurisdiction is the Head
Office/Head Quarters of the Division of the Principal/Owner, who has floated the Tender.

2) Changes and supplements need to be made in writing. Side agreements have not been made.

3) If the Bidder is a Partnership Firm, IP is required to be signed by all the Partners. If the Bidder
is a Consortium/ Unincorporated Joint Venture/Association of Persons, formed solely for the
purpose of executing the tendered project, this Pact must be signed by all the Partners/
members of such Consortium/Unincorporated Joint Ventures/Association of Persons. In case
Bidder is a Company, including Joint Venture Company, the Pact must be signed by a
representative of the Company duly authorized by board resolution.

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

5) Any dispute or difference arising between the parties with regard to the terms of this
Agreement/Pact, any action taken by the Owner/Principal in accordance with this Agreement/
Pact or interpretation thereof shall not be subject to arbitration.

Article 10- LEGAL AND PRIOR RIGHTS

All rights and remedies of the parties hereto shall be in addition to all the other legal rights and
remedies belonging to such parties under the Contract and/or law and the same shall be deemed
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to be cumulative and not alternative to such legal rights and remedies aforesaid. For the sake
of brevity, both the Parties agree that this Pact will have precedence over the Tender/Contract
documents with regard to any of the provisions covered under this Pact.

IN WITNESS WHEREOF the parties have signed and executed this Pact at the place and date
first above mentioned in the presence of following witnesses:

________________________________

(For and on behalf of Principal/Owner)

________________________________

(For and on behalf of Bidder/Contractor)

WITNESSES:

_____________________________ (signature, name and address)

2.

______________________________ (signature, name and address)

Note: In case of Purchase Orders wherein formal agreements are not signed references to
witnesses may be deleted from the last part of the Agreement.