Legal Integrity Pact

LEGAL INTEGRITY PACT

This Legal Integrity Pact (the Pact) is entered into on this day: Day: Month: Year: , by and between Contracting Authority Name: with principal address at ; and Vendor Name: with principal address at .

RECITALS

WHEREAS, the Contracting Authority is undertaking procurement or contracting activities under the procurement reference: and desires to ensure that such activities are conducted in accordance with high standards of integrity and transparency;

WHEREAS, the Vendor seeks to participate in the procurement process or to perform the contract, and affirms commitments to lawful, ethical and non-corrupt conduct during procurement, award and performance of any contract with the Contracting Authority;

WHEREAS, both Parties desire to set forth obligations, representations, remedies and enforcement measures to prevent and address bribery, fraud, collusion, graft and other corrupt practices in relation to the Contracting Authority's procurement and contracting activities.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Corrupt Practice" means the offering, promising, giving, receiving or soliciting of an undue advantage, whether monetary or otherwise, to influence the action of a public official or any other party in breach of applicable law or good faith.

1.2 "Parties" means the Contracting Authority and the Vendor collectively. "Party" means either one of them individually.

2. VENDOR OBLIGATIONS

2.1 The Vendor warrants, represents and undertakes that it, its employees, agents, intermediaries, subcontractors and consultants shall not engage in any Corrupt Practice in connection with any procurement, bid, proposal, award or performance related to the procurement reference or any contract arising therefrom.

2.2 The Vendor shall not offer, give, promise or authorize to give, directly or indirectly, any gift, payment, commission or advantage to any public official, employee of the Contracting Authority or any third party for the purpose of obtaining, retaining or directing business, influencing contract terms, or securing any improper advantage.

2.3 The Vendor shall maintain accurate accounting records and internal controls sufficient to demonstrate compliance with this Pact and shall make such records available for inspection and audit as set forth in Section 5.

3. CONTRACTING AUTHORITY OBLIGATIONS

3.1 The Contracting Authority warrants that it shall conduct procurement and contract administration in a manner consistent with fairness, impartiality and transparency and will not solicit or accept bribes or improper advantages from any vendor.

3.2 The Contracting Authority agrees to notify the Vendor in writing of any allegation of corrupt practice that may reasonably affect the Vendor and to afford the Vendor an opportunity to respond as permitted by applicable procedures.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each Party represents and warrants that it has full corporate power and authority to enter into this Pact and to perform its obligations hereunder, and that no contract, order or understanding of any nature inconsistent with this Pact exists.

4.2 The Vendor further represents that neither it nor any person or entity acting on its behalf has made or will make any payment, gift or offer to a public official that would violate applicable anti-corruption laws or this Pact.

5. AUDIT, INSPECTION AND COOPERATION

5.1 The Contracting Authority, or an authorized independent auditor, shall have the right to inspect and audit the Vendor's relevant books, records, accounts, and other documentation relating to the procurement, the bid or the contract to verify compliance with this Pact. The Vendor shall cooperate and provide access upon reasonable notice.

5.2 Where an audit discloses an instance of Corrupt Practice, the Vendor shall, at the Contracting Authority's option, promptly reimburse amounts improperly obtained, and the Parties shall apply remedies in Section 7.

6. REPORTING AND REMEDIAL ACTION

6.1 Each Party shall promptly report to the other any credible evidence of Corrupt Practice, collusion or other misconduct that may affect the procurement or contract performance and shall cooperate in any ensuing investigation.

6.2 The Parties agree that, upon substantiation of a breach of this Pact, remedies may include termination of the contract, forfeiture of performance security, recovery of amounts paid, suspension, debarment, and/or referral for civil or criminal prosecution where permitted by law.

7. CONFIDENTIALITY

7.1 Information exchanged in the course of implementing this Pact that is properly identified as confidential shall be protected by the receiving Party and used only for purposes consistent with this Pact, except where disclosure is required by law or for enforcement of this Pact.

8. INDEMNITY

8.1 The Vendor shall indemnify, defend and hold harmless the Contracting Authority from and against any claims, losses, damages, costs or liabilities arising from the Vendor's breach of this Pact, including any fines, penalties, or damages imposed as a result of corrupt conduct by the Vendor or its agents.

9. DURATION, SUSPENSION AND TERMINATION

9.1 This Pact shall apply for the duration of the procurement process, the term of any contract awarded in connection with the procurement reference, and for a period of two years after final payment or termination of such contract, unless another period is specified in writing.

9.2 If either Party determines, in good faith, that a material breach of this Pact has occurred, that Party may suspend performance and, after providing written notice and a reasonable opportunity to cure where practicable, may terminate the relevant contract and invoke remedies set forth herein.

10. REMEDIES

10.1 The rights and remedies provided in this Pact are cumulative and in addition to any rights or remedies available at law or in equity. The exercise of any remedy shall not preclude pursuit of other remedies.

11. NOTICES

Notices under this Pact shall be in writing and delivered to the addresses set forth below or to such other address as either Party designates by notice. Notices shall be deemed given when delivered by hand, courier, or when received by certified mail.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 This Pact shall be governed by and construed in accordance with the laws selected by the Parties: .

12.2 This Pact constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings, communications and agreements, whether written or oral, relating thereto.

12.3 If any provision of this Pact is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of this Pact shall remain in full force and effect.

13. AMENDMENTS, WAIVER AND COUNTERPARTS

13.1 No amendment to this Pact shall be effective unless made in writing and signed by authorized representatives of both Parties.

13.2 Failure or delay by either Party to exercise any right under this Pact shall not be deemed a waiver of that right unless expressed in writing and signed by the waiving Party.

13.3 This Pact may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

ADDITIONAL ADMINISTRATIVE INFORMATION

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CERTIFICATION

The undersigned authorized representatives of the Parties each certify, represent and warrant that they have read and understood this Pact and that, to the best of their knowledge and belief, the statements and assurances contained herein are true, complete and accurate. Each Party agrees to be bound by the obligations set forth in this Pact and acknowledges that breach of this Pact may result in the remedies described above.

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