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EXPRESSION OF INTEREST FOR

EMPANELMENT OF ADVERTISING AGENCIES

Expression of Interest (EOI) is invited from reputed, resourceful and bonafide Advertising Agencies for Empanelment with the Institute. The details of eligibility criteria, submission requirement, scope of work, Terms and Conditions etc., can be referred from the tender page at ICSI website www.icsi.edu. The last date of receipt of EOI is 12

th April, 2018 by

3:00PM. All further communication for this EOI till conclusion will be notified only at ICSI website.

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ICSI HQ: ICSI HOUSE, 22, INSTITUTIONAL AREA, LODI ROAD, NEW DELHI-110003

ICSI NOIDA OFFICE: ICSI House, C-36, SECTOR-62, NOIDA-201309 (UP)

ICSI/CC/EOI/2018 Date: March 23, 2018

EXPRESSION OF INTEREST (EOI) FOR

EMPANELMENT OF ADVERTISING AGENCIES

EOI Date March 23, 2018

EOI Document Fee Rs. 590/-(Rupees Five Hundred & Ninety Only)

Last Date and Time for submission of EOI

April 12, 2018 by 3:00 PM

Address for submission of EOI The Institute of Company Secretaries of India ICSI House, C – 36 (5thFloor: Tender Box) Sector 62, Noida – 201309 (UP)

Venue, Date and time of opening of EOI

Address as above. Date: April 13, 2018 at 11:00 AM

EOI Validity 90 days from the last date of submission of the EOI

Contact details Ms. Preeti Kaushik Banerjee Director(Corporate Communication) Tel- 011– 4534 1022 Email: preeti.banerjee@icsi.edu

Institute’s Website www.icsi.edu

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ICSI/CC/EOI/2018 Date: March 23, 2018

EXPRESSION OF INTEREST(EOI) FOR

EMPANELMENT OF ADVERTISING AGENCIES

The Institute of Company Secretaries of India (ICSI / Institute) intends to empanel 5 (maximum nos.) Advertising Agencies for the various Job requirements for the ICSI Headquarters, Regional Offices and Chapters across India for a period of three years.

The Expression of Interest (EOI) document contains statements derived from information that is believed to be relevant at the date but does not purport to provide all of the information that may be necessary or desirable to enable an intending contracting party to determine whether or not to enter into a contract or arrangement with ICSI. Neither ICSI nor any of its employees, agents, contractors, or advisers has carried out or will carry out an independent audit or verification exercise in relation to the contents of any part of the document. Subject to any law to the contrary, and to the maximum extent permitted by law, ICSI and its officers, employees, contractors, agents, and advisers disclaime all liability from any loss or damage (whether foreseeable or not) suffered by any person acting on or refraining from acting because of any information including forecasts, statements, estimates, or projections contained in this EOI document or conduct ancillary to it whether or not the loss or damage arises in connection with any negligence, omission, default, lack of care or misrepresentation on the part of ICSI or any of its officers, employees, contractors, agents, or advisers. Contact Person details:

Ms. Preeti Kaushik Banerjee Director(Corporate Communication) The Institute of Company Secretaries of India ICSI House, 22 Institutional Area Lodi Road, New Delhi- 110 003 Tel- 011– 4534 1022

Email: preeti.banerjee@icsi.edu

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI): The Institute of Company Secretaries of India (ICSI) is constituted under an Act of Parliament i.e. the Company Secretaries Act, 1980 (Act No. 56 of 1980). ICSI is the only recognized professional body in India to develop and regulate the profession of Company Secretaries in India.

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It functions under the jurisdiction of Ministry of Corporate Affairs, Government of India. ICSI has its headquarters at Delhi with four regional offices at New Delhi, Chennai, Kolkata and Mumbai and 69 Chapters across India. There are over 53,000 qualified members both in employment and in practice who are constantly endeavouring for the transition of Company Secretaries as Governance Professionals. About 4 lakh students are currently enrolled in the Company Secretaries course. The ICSI is actively engaged in acceptance and adoption of good governance practices and has pioneered the promotion and propagation of such practices amongst the corporates. ICSI “Motto”: “Satyam Vada, Dharmam Chara Speak the truth. Abide by the law” ICSI “Vision”: “To be global leader in promoting good corporate governance” ICSI “Mission”: “To develop high calibre professionals facilitating good corporate governance”.

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1) Instructions to Applicants:

a) Interested agencies may submit their EOI along with their credentials in sealed envelopes (NEATLY WRITTEN IN CAPS “EXPRESSION OF INTEREST FOR EMPANELMENT OF ADVERTISING AGENCIES dated 23.03.2018”) should be addressed by name to Shri Dinesh C Arora, Secretary, The ICSI and sent at the Institute’s address given below either by registered post/speed post/courier or by dropping in the tender box placed at 5th floor of Institute’s Headquarter at its Noida office address as mentioned below & should reach on or before 3.00 PM on April 12, 2018 Address:

Shri Dinesh C Arora Secretary The Institute of Company Secretaries of India ICSI House, C-36, (5th Floor : Tender Box) Sector-62 Noida – 201309 (UP)

The Institute shall not be liable for any transit delays whatsoever and EOIs received after the stipulated time/date are liable to be rejected summarily without assigning any reason and without any further reference to the Applicant

b) The EOI document may be obtained during working hours from March 23, 2018 to April 12, 2018 (till 01.00 PM) on all ICSI-HQ working days on payment of Rs.590/- (Rs.500 + 18% GST) (non-refundable) from the Reception Counter of the Institute on cash payment or by submitting a demand draft in favour of “The Institute of Company Secretaries of India”, payable at New Delhi. The EOI document can also be downloaded from the website of the Institute (www.icsi.edu) for which Applicant would be required to enclose a demand draft of Rs.590/- (Rs.500 + 18% GST) (non-refundable) towards the cost of the EOI document along with their quotes, failing which the EOI shall be out rightly rejected. If any discrepancies found in the downloaded version of the EOI, the version of the EOI document kept at Purchase cell of the Institute will be treated as authentic correct.

c) EOI Submission: Each Applicant shall submit the EOI in two separate sealed envelopes (i)

EOI document Fee is to be put in envelope No. 1 (please mark the envelope as “No.1 –EOI

document Fee”) and (ii) signed all pages of EOI document, Annexures along with all

requisite documents is to be put in envelope No. 2 (please mark the envelope as “No. 2 –

EOI Documents”). All the sealed envelopes bearing No. 1 and 2 as mentioned above are to

be put in main envelop i.e. Envelope No. 3.

The offers must be submitted in covers duly sealed, failing which the documents would not be accepted.

d) EOIs shall be opened on April 13, 2018 at 11:00 AM in the Institute of Company

Secretaries of India at ICSI House, C-36, Sector-62 Noida 201309 in the presence of those Applicant(s), who wish to be present. No separate communication will be sent in this regard. In the event of due date being a closed holiday or declared Holiday for ICSI-HQ / Central Government offices, the due date for opening of the EOIs will be the following working day at the appointed time and venue.

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2) ELIGIBILITY CRITERIA

The following are the eligibility criteria for empanelment of Advertising agencies. The advertising agency should have –

a. Full Accreditation of Indian Newspaper Society (INS) for Press Advertisement and Prasar Bharti accreditation for electronic media advertisement(Documentary evidence to this effect should be enclosed).

b. Full-fledged office established in New Delhi/NCR with state-of-the-art infrastructure and

manpower , creative personnel/ Department.

c. Pan India Presence with offices at least in major metros so as to enable prompt delivery of material for country wide publication / media work

d. Resources to handle full-fledged multi-media & multi-lingual publicity campaigns with high standard of Creativity in advertising befitting the expectations of a premier professional Institute.(Team details should be attached)

e. Experience in advertising on Social Networking Sites (for eg. Facebook, Twitter, pinterest; Linked in etc.) and evaluation / Impact analysis of ICSI Advertising on Social Networking Sites (Act as a Rating Agency).

f. Proficiency and proof reading facilities in major Indian languages.

g. Minimum 5 years’ experience in advertising with Experience of work undertaken for

government / public sector undertaking / Financial Institutions and professional Educational Institutes. (Documentary evidence to this effect from at least 5 organisations should be enclosed.).

h. Annual turnover of at least Rs.5 Crores [Documentary evidence (Audited Annual Report of

the last financial years) to this effect should be enclosed.]

i. Handled at least two or more national level campaigns in the last/ current financial year. (Documentary evidence to this effect should be enclosed.)

j. The Advertising agency applying for empanelment should not have been blacklisted by any

organization at any point of time. [ An undertaking in this regard should be submitted duly signed by the Chief of the Organisation]

3) SELECTION PROCESS FOR EMPANELMENT OF ADVERTISING & PR AGENCIES:

The selection of agencies will be a three-stage process.

I. First the Institute of Company Secretaries of India (ICSI) will short list the agencies on the basis of their meeting the eligibility criteria.

II. Short-listed agencies will be required to make two sets of presentations :

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A) Presentation on creative and communication strategy(for any two of the following) –

i. Student Advertisement/Corporate Advertisement/ICSI event Advertisement to be released in Newspapers& Magazines

ii. 20 seconds TV Spots / 20 seconds Radio Spots script highlighting Company Secretaries as Governance Professional,

iii. Online Marketing on educational websites and Marketing on Social Networking Sites (Like Facebook, Twitter, Pinterest, Linkedin etc) Marketing strategy for ICSI as well as their evaluation model.

B) Agency Presentation (focusing on Company’s profile, turnover, Clients, creative team & infrastructure and agency’s published / released creatives / Advertising campaigns during last 2 years).

C) Agency will be required to submit soft copy of the presentation containing the two components to the Director, Corporate Communication, ICSI.

III. Agencies short-listed on the basis of creative presentation will be invited to submit the commercials based on Institute requirement (‘rate only’ commercials) along with the EMD amount for finalisation of Empanelment with the Institute.

Earnest Money Deposit (EMD)

i. The Earnest Money Deposit (EMD) of Rs.3,50,000/- (Rupees Three Lakh Fifty Thousand

only) in the form of Demand Draft/pay order drawn in favour of “THE INSTITUTE OF

COMPANY SECRETARIES OF INDIA” payable at New Delhi only is to be submitted along

with the EOI.

ii. EOI received without the prescribed Earnest Money Deposit (EMD) shall not be

entertained and shall be rejected summarily.

iii. The EMD of the empanelled agency can either be converted as part of the performance

security on request of the agency or will be refunded after receipt of Performance

Guarantee/Security. In case the empanelled agency opts to convert the EMD to be part

of the performance security, balance amount towards the performance security will be

recovered from the payable amount to the vendor. The EMD of the unsuccessful

agency(s) will be refunded without any interest/Bank commission/collection charges

within 30 days after award of the contract / work order to the empanelled ageny(s).

Forfeiture Of EMD: The EMD of the agency shall be forfeited in the following circumstances:-

i. the agency withdraws its EOI; ii. the empanelled agency does not accept the Purchase / Work Order;

iii. the Empanelled agency fails to supply goods / services as per the terms of the EOI and Purchase / Work Order.

The Institute of Company Secretaries of India (ICSI) reserves the right to reject any EOI without assigning any reason.

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4) SCOPE OF WORK FOR ADVERTISING ACTIVITY: Institute’s advertising campaigns range from tender advertisements to full-fledged multi-media, multi-language campaigns involving creativity. They are expected to be released in major newspapers, magazines , television and radio channels including Out-of-home advertising, all over the country at short notice.

The Institute of Company Secretaries of India (ICSI) also uses short films, posters, brochures, pamphlets, Institute’s Publications and other modes of communications. To cater to such requirements, advertising agencies is required to have good infrastructure, preferably in most centres where the Institute’s has its offices and have adequate experience in the field.

Job requirements- i. Concept, design & release of Corporate / Student / Events Advertisements in Newspapers,

Magazines, TV / Radio Channels /Out Door Media / Out-of-home advertising media (To

position ICSI as one of the World’s Best Professional Institute in Business , Financial ,

Corporate Studies& to Position Company Secretaries as Governance Professionals)

ii. Editing, Designing/ Printing assignments including :(i) Corporate Brochures, Pamphlets

(ii) Annual Report (iii) Posters (iv) Backdrops/Banners/ other Collaterals for ICSI Events (v)

Invitation Cards (vi) ICSI Calenders, Dairies, Souvenirs, ICSI publication cover pages ,Internal

Pages , Advertisements /artworks for other modes of publicity and media etc.

iii. Designing & Production of Exhibition / Promotional material.

iv. Script & Production of ICSI Corporate , Career Awareness Films , Multimedia Presentations

in English, Hindi & other major regional languages and organizing their telecast on Electronic

(TV / Radio) Channels.

v. Newspaper Supplements & Sponsorship thereof during ICSI Mega Events.

vi. Marketing of the Profession, Brand Building and Positioning of ICSI.

vii. Procuring Advertisements for Chartered Secretary, the ICSI monthly Journal for Corporate

Executives.

viii. Designing / colour scheme / printing of special ICSI Letterheads, visiting cards.

ix. Media Partnerships with leading Newspapers / TV & Radio Channels.

x. Activities relating to organizing Press Conferences, Seminars, Exhibitions Multimedia

presentations etc.

xi. Production of publicity kits for the media / corporates.

xii. Designing of Career Awareness kits for Schools and Colleges.

xiii. Innovative , Creative Marketing Strategy, publicity strategy on Online Marketing and

Social Networking Sites like ( FACEBOOK,TWITTER,PINTEREST & LINKED IN)

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5) LIST OF DOCUMENTS TO BE ENCLOSED WITH THE EOI

i. Brief Profile of the Advertising & PR Agency and experience in the advertising field. (At least 5 years of experience)

ii. Agency Structure (whether partnerships firm / sole proprietor / a limited company etc.)

iii. Principal places of business, that, the head office and their branch offices with detailed addresses and contact numbers.

iv. Profile of its managerial team handling publicity work, their qualifications and experience.

v. Details of their accreditation with Indian Newspaper Society (INS)/ Prasar Bharti along with the date of each accreditation (Full Accreditation) and whether it is current.

vi. Details of membership with other professional organizations/associations and international alignments, if any.

vii. Details of experience in dealing with Govt. Institutions, Government of India undertakings, service organizations and professional Institutes.

viii. List of clients.

ix. Samples of creative work undertaken for major organization in the previous year.

x. Details of experience in production of video spots, commercials, films undertaken.

xi. Annual turnover(minimum Rs.5 crores per annum) of the agency along with the gross billing in preceding financial years ended as on 31.03.2017 duly certified by a chartered accountant.

xii. Solvency certificate from its banker with a copy of PAN, GST registration, IT return and audited P&L and balance sheet for last three preceding financial years ended as on 31.03.2017.

xiii. Copy of Business Registration / Trade Certificate.

xiv. Details of other relevant experience such as, organizing events, fund-raising for events.

xv. Letter of appreciation from 5 Govt./PSU Clients.

xvi. EOI received after due date & time or without necessary documents will be rejected.

xvii. Any other information that the agencies may like to provide. Please note that inability of submitting any of the documents (duly signed by the authorized signatory of the Agency) listed above will disqualify the agency from short listing.

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6) TERMS & CONDITIONS of EOI

i. The EOI shall be typed or written in indelible ink and shall be signed and sealed by the

Applicant or a person duly authorized by the Applicant. The person(s) signing the EOI shall initial all pages of the EOI with seal, except for un-amended printed literature. The EOI without the seal and signatures in all pages of all documents are to be disqualified.

ii. The Applicant is expected to examine all instructions, forms, terms and specifications in the

EOI documents. Failure to furnish all information required by the EOI documents may result in the rejection of its EOI and will be at the Applicant’s own risk.

iii. The EOI prepared by the Applicant, as well as all correspondence and documents relating to

the EOI exchanged between the Applicant and the ICSI shall be in English.

iv. EOI sent through Telex/Telegrams/Fax/e-mail will not be accepted. Completed in all aspects should reach ICSI on or before the last date by registered post or speed post or courier only. ICSI will not be responsible for any postal delays. EOI submitted in person will also be accepted.

v. All the documentary evidence in support of the above conditions as the eligibility criteria

without any of the above mentioned documents in the format as described if not submitted, the EOI will be summarily rejected.

vi. Incomplete EOI shall be rejected out rightly. No alterations, amendments or modifications

shall be made by the Applicant in the EOI documents and if any such alterations are made or any special conditions attached, the EOI is liable to be rejected at the discretion of the ICSI without reference to the Applicant.

vii. Each Applicant acknowledges and accepts that ICSI may in its absolute discretion apply

selection criteria specified in the document for evaluation of proposals for short listing / selecting the eligible Applicant(s).

viii. All Applicants on responding to ICSI for EOI, will be deemed to have accepted the terms and

conditions of this EOI.

ix. ICSI reserves the right of accepting the EOI in whole or in part without assigning any reason and such decision shall be final. The part acceptance of the EOI shall not violate the terms and conditions of the EOI / contract and the Applicant shall execute the work at the specified rates without any extra charges or compensation within the stipulated period.

x. Non acceptance of any of the terms & conditions as stated in EOI document and / or

conditional EOI shall render the EOI invalid.

xi. Tempering with any format given may be liable for rejection / disqualification of the EOI. Any amendment to the EOI document may be notified through Institute’s website www.icsi.edu.

xii. Applicants should provide details of their contact person, telephone, fax, email and full

address(s) to ensure that replies to EOI could be conveyed promptly.

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xiii. All costs and expenses incurred by the Applicants in any way associated with the development, preparation, and submission of responses, including but not limited to; the attendance at meetings, discussions, demonstrations, etc. and providing any additional information required by ICSI to facilitate the evaluation process, and in negotiating a definitive Service Agreement or all such activities related to the empanelment process, will be borne entirely and exclusively by the Applicant.

xiv. The EOI should remain valid for 90 days from the last date of submission of the EOI.

xv. At any time prior to the last date for receipt of EOI, the ICSI, may, for any reason, whether at its own initiative or in response to a clarification requested by the EOI, modify the EOI by issuing an addendum/corrigendum. Any such amendment issued along with the original EOI document will constitute Revised EOI. The addendum/corrigendum will be uploaded on the ICSI website. The Applicants are requested to visit the website frequently to check for any decision of ICSI on the need for any modification shall be final and binding on all.

xvi. In order to afford prospective Applicants reasonable time to take the Corrigendum into

account in preparing their EOIs, ICSI may, at its discretion, extend the deadline for submission of EOI.

xvii. Any Corrigendum, Clarifications etc. shall be binding on the Applicants and shall be given

due consideration by them while they submit their EOIs.

xviii. The ICSI may at any time during the empanelment process but before opening the EOI, request the Applicants to submit revised EOI in case of change in Scope of Work without thereby incurring any liability to the affected Applicant(s).

xix. In case of any work for which there is no specification given in the EOI but the same is

essential for the job / work mentioned in EOI document, such work shall be carried out in accordance with the directions of the ICSI without any extra cost to the ICSI.

xx. This EOI does not commit ICSI to award a contract. Further, no reimbursable cost may be

incurred in anticipation of empanelment.

xxi. No binding legal relationship will exist between any of the Applicants and ICSI until execution of a contractual agreement.

xxii. During evaluation of the EOI, the ICSI may at its discretion, ask the Applicant for clarification

of its EOI and the same has to be provided within the time period as specified by ICSI and in case of a default it will be deemed that Applicant has no clarification to submit and the EOI is liable to be evaluated and/or rejected accordingly. The request for clarification and the response shall be in writing.

xxiii. The acceptance of an EOI shall rest with the ICSI. ICSI reserves to itself the right to reject any

or all the EOI received without assigning any reason(s) whatsoever and without any notice to the Applicant. Non acceptance of any EOI shall not make the ICSI liable for compensation or damages of any kind. ICSI further reserves the right to annul the entire empanelment process with or without notice or reasons. Such decisions by ICSI shall be final and bear no liability whatsoever consequent upon such decisions.

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xxiv. ICSI shall have the right to assess the competencies and capabilities of the Applicant by going through the credentials given in the EOI and on the basis of such credentials, ICSI may reject the EOI without assigning any reason.

xxv. That it is expressly understood and made clear to the Applicants that the its employees,

staff, agents, representatives etc. or by any other person directly or indirectly employed by him shall not be employee / officer of the ICSI for any purpose and in no case, there will be any relationship of Employer & Employee, implicitly or explicitly between ICSI and Applicant or its employees, staff, agents, representatives etc. or by any other person directly or indirectly employed by him. None of such person of the Applicant shall have any right to claim anything against the ICSI.

xxvi. In case any work for which there is no specification in the EOI but the same is essential for

the job / work mentioned in EOI document, such work shall be carried out in accordance with the directions of the ICSI without any extra cost to the ICSI.

xxvii. All the Applicants automatically agree with ICSI for honoring all aspects of fair trade

practices in executing the works assigned by ICSI.

xxviii. The ICSI may by notice in writing blacklist the Applicant for suitable period in case it found guilty for breach of condition(s) of the EOI, its EOI, negligence, carelessness, inefficiency, fraud, mischief and misappropriation or any other type of misconduct by Agency or by its partner or staff or agent.

xxix. Any dispute, difference, controversy or claim (“Dispute”) arising between the Parties out of

or in relation to or in connection with this EOI document, or the breach, termination, effect, validity, interpretation or EOI or as to their rights, duties or liabilities hereunder, shall be addressed for mutual resolution by the authorised official of the parties. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall be referred to the sole arbitration of the Secretary of the Institute of Company Secretaries of India or any other person appointed by him as Sole Arbitrator. The provisions of the Arbitration and Conciliation Act, 1996 or any statutory modifications on re-enactment thereof as in force will be applicable to the arbitration proceedings. The cost of the Arbitration proceedings shall be shared equally by both the parties. The language of the arbitration and the award shall be English. The award of the sole arbitrator shall be final and binding on the parties. Place of such arbitration proceedings shall be at Delhi.

7) Terms and Conditions of Contract:

i. Agency will be empanelled for three years; however this period can be extended/terminated

at the discretion of the Institute. There shall be an option to renew the empanelment for a further period of 2 years based on satisfactory performance and with the existing Terms and conditions.

ii. The Institute will have the right to drop any agency from the empanelled list without assigning

any reason whatsoever. Institute also reserves the right to modify the term and conditions for empanelled agencies.

iii. The empanelled advertising agency is expected to maintain high level of professional ethics

and will not act in any manner, which is detrimental to Institute’s interest. Agency will

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maintain confidentiality on matters disclosed till proper instruction is issued for publication. ICSI reserves the right to impose penalty in case of any violation of the above.

iv. The agency should be able to execute all kinds of Advertising Assignments in Print, Radio,

TV, Internet, Social Networking Sites, Outdoor or any other medium.

v. For selection of artwork for Event Designs/ Designing of Brochures/ New Year Diaries & Calendars etc., Institute will invite concept from all empanelled agencies and release order will be given to the agency whose design / concept is approved. Selection of artwork will be entirely on Institute’s discretion and ICSI will not pay charges for submission of artwork.

vi. Artwork / Commercial once selected ( Agency will be paid for the Artwork or Commercial

development Charges as per ICSI rates) will be the property of ICSI and it can be repeatedly used by the Institute in different media like print, outdoor, electronic, Internet, Social Networking Sites etc without seeking permission from concerned advertising agencies or paying any commission. Agency has to provide original soft copy (open file with fonts) of the Artwork to ICSI. The agency can’t use the concept, artwork, picture, film and jingle for other clients once ICSI selects it.

vii. ICSI reserves the right to make necessary modification to the selected artwork, concept, film

etc and the concerned advertising Agency will be required to carry the modifications suggested in the artwork.

viii. Empanelled Agencies shall ensure that they have the copyrights of photographs/ designs etc.,

that they use and ICSI shall not be responsible for any copyright violation.

ix. It shall be the responsibility of the Agency to release all the Advertisement in the minimum possible space in the newspapers.

x. All the Advertisements concerning the Institute shall be issued with the prior approval of the

Institute of Company Secretaries of India (ICSI).

xi. The representative (s) of the Agency will collect the matter personally from the Dte. of Corporate Communication and the Agency will arrange to get it published /aired / mounted in the desired media, on desired dates and on the defined page (s) / time band.

xii. If the Advertisement is misprinted or published / aired / mounted differently from the

approved one, the Agency will publish corrigendum / correct Advertisement etc., thereof at their own cost at the earliest (within a week).

xiii. Translation of the Advertisement matter wherever required, will be done by the Agency free

of cost and the Agency will be responsible for the same.

xiv. Payment shall normally be made within 45 days after receipt of the final bill, duly supported by all the newspaper clippings (in original), vouchers and publication bills.

xv. No extra payment shall be made for conceptualization, creation, designing and development

of Corporate / Course related Advertisements / public awareness campaigns issued through Newspapers / Magazines / Radio / TV. The Copyright of the designs / creatives developed for ICSI will always be with ICSI, and can be utilised for ICSI campaigns through other Agencies.

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xvi. Charges for specific activities like production of films, audio-visual material designing of

Brochures etc., will be considered on case to case basis which will be decided with the prior approval of the Institute.

xvii. ICSI also reserves the right to employ any outside agency for carrying out campaigns/ brand

building exercise/Video Production/Designing work etc.

xviii. The Institute shall have the discretion to give work to any other Empanelled agency and agency will have no right or claim for awarding the job. The ICSI may assign the Work to the Agency after comparing the aspects of Quality and Experience.

xix. Apart from Headquarters at New Delhi, the Agency will be required to provide services for our

Regional/ Chapter Offices based in the North, South, East & West.

xx. The performance of agency shall be regularly reviewed on the key parameters of creativity, initiative, competency and response time. In the event that your agency fails to meet our requirements, we shall be constrained to terminate the empanelment.

xxi. The ICSI reserves the right to empanel any other Advertising Agency or cancel empanelment

without assigning any reason thereof even before expiry of the period of empanelment.

xxii. Empanelled Agency will not be allowed to engage any other sub-agency or transfer the empanelment to any other agency.

xxiii. The Institute does not guarantee any minimum business or assignment which will depend

on the requirements, financial resources available and your performance.

xxiv. ICSI being a service organization, many of the requirements could be of emergency nature. The advertising agencies have to respond to such demands at short Notice despite holidays / beyond office hours.

xxv. It is clearly understood by the parties that no financial liability of any type is created by

issuance of the letter of empanelment.

xxvi. The empanelled agency shall sign an Agreement on the basis of the EOI terms and conditions

within 15 days. Tentative terms and conditions of the Agreement are enclosed with this EOI.

xxvii. Bank Guarantee/Security Deposit

a) Agencies who are empanelled with ICSI will be required to submit the security deposit / performance guarantee in accordance with the Terms & Conditions of Contract of equivalent amount of 5 % of the contract price on awarding the contract within 10 days of issue of order but before execution of the agreement, to cover any loss or damage caused to or suffered by the Institute due to acts of commission and omission by the empanelled agency or any failure on the part of the empanelled agency in fulfillment of terms and conditions of the contract and conditions contained in the agreement. The Bank Guarantee shall have to remain valid for the entire duration of the Contract plus three months beyond the completion of contract period. The empanelled agency shall not be entitled to any claim or

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receive any interest on the amount of performance guarantee. The EMD of the empanelled agency will be refunded after submission of the performance Guarantee/Security Deposit.

b) Failure of the empanelled agency to comply with the requirement and breach of terms &

conditions of EOI and agreement shall constitute sufficient grounds for the annulment of the award and forfeiture of the EMD. In case of exigency, if the ICSI gets the work done from elsewhere, the difference in the cost of getting the work done will be borne by the agency.

c) The successful agency having valid registration with NSIC/MSME on the date of submission

of EOI, are also required to submit requisite security deposit / performance guarantee.

Note: The decision of Secretary, the ICSI will be Final in all matters relating to the empanelment of

Advertising & PR Agencies. 8) CHECK LIST (To be attached along with the EOI for empanelment):

Profile of the Advertising Agency & Its Management Team

Copy of Registration / Trade Certificate

Copy of Full Accreditation Certificate of Indian Newspaper Society &PrasarBharti

Solvency certificate from its banker with a copy of PAN, GST registration, IT return and audited P&L and balance sheet for last three preceding financial years ended as on 31.03.2017.

Letter of appreciation from 5 organisations (Government / PSU/ Financial Institutions and Professional Educational Institutes) regarding Advertising Work.

Certificate in regard to minimum 5 years experience in Advertising work

Audited Annual report and certificate from the Chartered Accountant for Annual Turnover of Rs.5 crores.

Documentary Evidence (Samples of creative duly attested by concerned organisation) for two or more National Advertising Campaigns handled by the Agency in the last financial year.

An Undertaking from the Chief of the Organisation that the Agency has not been BLACKLISTED by any organization at any point of time.

USP’s of the Agency Any other information that the Agencies may like to Provide (Please Specify)

____________________________________________________________________

____________________________________________________________________

____________________________________________________________________

____________________________________________________________________

____________________________________________________________________

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9) TENATIVE TERMS AND CONDITIONS OF AGREEMENT:-

I. PENALTY:

In cases, where ICSI has to incur monitory loss for any established negligence on the part of the empanelled Agency, the loss shall be made good by the Agency. ICSI shall realize the amount from the Agency from its pending bills or by raising claims.

II. Confidentiality of Information

a. During the term of the agreement / empanelment and thereafter, any ICSI’s Confidential Information received by the Agency, under and by virtue of this Agreement, shall be maintained in the strictest confidence and trust and shall not be disclosed to a third party without the prior written consent of the disclosing party, unless such information is required to be disclosed in pursuance of the order of a competent court, tribunal or other regulatory authority exercising valid jurisdiction, in which case the Agency shall promptly notify the ICSI in writing of such disclosure. For purposes of this agreement "Confidential Information" means information that: (i) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and / or (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. b. Provided that upon the expiration, cancellation, or termination of this Agreement, each party shall, upon the written request of the other party, return or destroy, to the satisfaction of the other Party, all Confidential Information, documents, manuals and other materials specified by the other Party.

III. Assignment & Sub-Letting

Agency shall not assign or sub-let any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the ICSI. However, nothing in the foregoing shall be affected in the event of there being a merger, amalgamation or takeover of the business/ management of a party. In such an eventuality all the rights and obligations shall automatically be vested with the entity with which such party has been merged or is taken over. In the event of the Agency is taken over / bought over by another Agency / firm, all the obligations under the agreement with ICSI, should be passed on for compliance by the new Agency / firm / new division in the negotiation for their transfer.

The selected Agency will not outsource the work to any other associate/franchisee/third party under any circumstances. If it so happens then ICSI will impose sanctions.

IV. TERMINATION

Either party may terminate this Agreement by giving a three(03) months’ notice in writing to the other party for termination of agreement. The ICSI without prejudice to any other remedy, reserves the right to terminate the

agreement in whole or in part by giving one (01) month notice in writing in case Agency fails

to discharge its obligation under this agreement without sufficient grounds or found guilty

for breach of condition(s) of the agreement, negligence, carelessness, inefficiency, fraud,

mischief and misappropriation or any other type of misconduct by Agency or by its partner,

staff or agent.

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Any pending or unresolved operational issues, performance, unpaid fees and any other

remedies shall continue by the Agency during the period of termination notice and the same

must be satisfied before this agreement is terminated. The ICSI may also put in place any

other Agency for carrying out the remaining work and expenditure incurred on same shall be

recovered from the Agency.

The Agency shall have no claim to any payment or compensation whatsoever on account of any profit or advantage, which would have been derived from the performance of this agreement in full, but which he did not derive in consequences of the full performance of this agreement not having been carried out, nor shall he have any claim for compensation / damage for the loss suffered by him by reason of termination of agreement by the ICSI. No claim for interest will be entertained by ICSI with respect to any moneys or balances, which may be in its hands owing to a dispute between itself and the Agency.

V. Blacklisting

The ICSI may by notice in writing blacklist the Agency for suitable period in case it fails to

discharge its obligation under this agreement without sufficient grounds or found guilty for

breach of condition(s) of the agreement, negligence, carelessness, inefficiency, fraud,

mischief and misappropriation or any other type of misconduct by Agency or by its partner

or staff or agent.

VI. INDEMNITY

a. Agency shall be solely liable for and shall indemnify ICSI, its officers, servants, employees and agents against all liabilities, losses, claims and expenses of any nature whatsoever arising from any personal injury or illness (including death) of any nature whatsoever and any penalty, loss, damage or destruction to any property whether real or personal where such liability/loss/claims/expenses arises out of the conduct of the Agency in connection with this agreement whether under common law, under statute or otherwise. The Agency further covenants and agrees to indemnify and keep at all times indemnified the ICSI against any loss or damage that the ICSI may sustain directly or indirectly as a result of the failure or negligence of the Agency or its partner or agents or employees to faithfully carry out its obligations under this agreement or due to any dispute between the Agency and its professionals and further to pay for all loses, damages, costs, charges and expenses which the ICSI may reasonably incur or suffer and to indemnify and keep indemnified the ICSI in all respects. b. The indemnifying party shall be granted immediate and complete control of any claim of indemnity and the indemnified party shall not prejudice the indemnifying party's defence of the claim. c. The indemnified party shall give the indemnifying party all reasonable assistance at

the expense of the indemnifying party on such claim of indemnity.

VII. FORCE MAJEURE

The Parties shall not be liable for any failure to perform, any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution.

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"Force Majeure Event" means any event due to any cause beyond the reasonable control of the Party, including, without limitation, unavailability of any communication system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government.

VIII. Compliances of Law

Agency shall carry out its obligations under this agreement in strict compliance with all relevant laws and regulations of the State or Territory within India where the Services are being rendered and in accordance with the conditions of any permit, license or concession relating to any part of the Services, whether held by Agency, ICSI or any other concerned party.

IX. Independent Contract & Relationship between the Parties

The relationship of Agency to ICSI under this Agreement shall be that of an independent contractor. The acts/performance and actions taken by either party in furtherance of their respective activities of operation shall not bind the other except to the extent provided under this Agreement. The acts performed and action taken by either party that do not fall under the Agreement shall have binding effect on the other to the extent they are reduced to writing and the prior consent of the other party is obtained.

X. Non-Exclusive Agreement

The agreement between the ICSI and Agency is a non-exclusive agreement. The ICSI shall be free to enter into any such agreement with any other Agency during currency or the extended currency of this Agreement.

XI. Complete / Entire Agreement:

This Agreement, its Attachments, if any, and the documents specifically referred herein constitute the complete Agreement between the Parties and replace any written or oral Agreement or understanding with respect to the subject matter. Changes, amendments or interpretations of this Agreement shall be valid only if they are in writing and signed by both parties, except that each Party may make a change of domicile or change of the name of the person to whom notifications shall be sent. This notification shall be made through a written document to the other Party to this Agreement.

XII. Representations and Warranties

The Parties represent and warrant that they have relevant authority and permission under the applicable laws/ rules/ notifications or by virtue of the order/ instruction/ directive from the relevant authority to enter into this Agreement. Both the Parties shall also ensure that they holds all necessary copy rights, license, rights and other proprietary rights required in respect of any device or method used by it while discharging their respective obligations under this Agreement.

XIII. Non Waiver:

Failure to exercise by either party of any right under this Agreement in one or more instances shall not constitute a waiver of those rights in another instance. Such waiver by one Party of any of the rights established herein shall not be considered as a waiver of another right established herein. A provision or right under this agreement shall not be

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waived except in writing signed by the party granting the waiver, or varied except in writing signed by all the parties.

XIV. Severability

If any provision of this agreement is held invalid, unenforceable or illegal for any reason, this agreement will remain otherwise in full force apart from that provision(s) which shall be deemed deleted.

XV. Notices & Notifications:

All notices, notifications, request, consents or other communications required or permitted to be given to either party pursuant to this Agreement shall be in writing and shall be delivered personally or sent by Registered Post with acknowledgement due, Speed post or by courier to the addresses indicated in this Agreement. Any change of Address should be notified to each other.

XVI. Alteration and Modification

Any alteration or modification or waiver in connection with this agreement will not be effective unless made in writing and signed by both the parties.

XVII. Headings:

The headings used in this Agreement are for purposes of convenience only and shall not control the language or meaning of the provision following.

XVIII. Precedence:

In the event of any ambiguity or doubt or dispute on the terms and conditions applicable, the order of precedence for the purposes of resolving such ambiguity, doubt or dispute shall be:

(1) This Agreement (2) The Attachments (if any) (3) The EOI XIX. Payment of Taxes:

Agency shall be responsible for and shall pay all taxes, duties, excises, assessments or other

charges of any kind or nature whatsoever levied by any government or governmental body

on or in connection with the assignment under this Agreement.

XX. Manpower: That it is expressly understood & agreed between the parties that the

personnel(s) employed / hired / engaged (permanent / regular / casual / contractual /

temporarily / daily wager or whatever be the status / name) by any party, directly or

indirectly for the performance of the obligations under this Agreement shall not be

employee / officer of the other Party for any purpose

XXI. Dispute Resolution:

Any dispute, difference, controversy or claim (“Dispute”) arising between the Parties out of or in relation to or in connection with this Agreement, or the breach, termination, effect, validity, interpretation or EOI of this Agreement or as to their rights, duties or liabilities hereunder, shall be addressed for mutual resolution by the authorised official of the parties. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall be referred to the sole arbitration of the Secretary of the Institute of Company Secretaries of

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India or any other person appointed by him as Sole Arbitrator. The provisions of the Arbitration and Conciliation Act, 1996 or any statutory modifications on re-enactment thereof as in force will be applicable to the arbitration proceedings. The venue of the arbitration shall be at New Delhi. The cost of the Arbitration proceedings shall be shared equally by both the parties. The language of the arbitration and the award shall be English. The decision / award of the arbitrator shall be final and binding.

XXII. Governing Law

The Agreement shall be interpreted in accordance with and governed by the laws of India.

XXIII. Jurisdiction of Courts:

All disputes arising out of or relating to the Agreement shall be deemed to have arisen in New Delhi and only courts having jurisdiction over Delhi shall determine the same.

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Tentative list of area of assignment on which the empanelled agencies shall be required to work

Sl. No.

Assignment

1. Printing of Flex Banner

2. Printing of Scroller Standee with Flex Banner (Size: 3’wx6’h)

3. Printing of Posters (Digital printing)

4. Printing of Transparent Stickers

5. Printing and mounting of acrylic sandwich frame board (Size 2’w x3’h)

6. Printing acrylic Posters (Size 2’w x3’h)

7. Translation Charges (English to Hindi or other vernacular Languages)

8. Whatsapp messages and Video Messages (30 Seconds & 1minute video messages) to Members (Approx. 40,000 contact numbers) & Students (approx. 3 lakh contact numbers)

9. Discount to ICSI on Print Media Advertisements Cost

10 Discount to ICSI on Electronic Media Advertisements Cost

11 Designing Charges (Covers / Panels/ Backdrop/ Banners / Flyers / Advertisement/ Banners for Website etc.,)

12 Designing Charges for Inside Pages of Brochures

13 Charges for Modification in the existing Pages

14 Printing on Sunboard

15 PPT with animation

16 Production of Video (1minute, 5minute and 10 minutes video) [The production may include graphic, animation, script writing, Voice Over etc.)

17 Photo Shoot Charges