clauses  where know-how is required  for construction of factory, etc.

ABC  agrees to furnish to BHARAT  technical  advice and information on the  terms hereinafter provided  as may be necessary and required  to assist  BHARAT in connection  with its operation of the aluminum  plant  including  the mining  of  bauxite, the refining thereof  into alumina  and the reduction  of  alumina  into  primary aluminum  as applicable  to the processes use at the  aluminum  plant. If  during the  term of the  agreement  BHARAT  should enter into the manufacture, in the Union  of India, or  fabricated  aluminum  products   such  as sheet , plant,  extrusions, red,  bar, wire  or  forging, ABC shall   likewise  furnish  such technical advice and information  as may be necessary and required  to assist  BHARAT with respect  to such additional operation.

The technical advice  and information to be furnished  by ABC  shall, subject  to the terms and  limitations of sections 1 and 2 above, consist of the following :

(a)	ABC shall in writing  or verbally or by   practical  instruction and demonstration as occasion and circumstances require, advise  and inform  BHARAT of all technical  matter in relation to operation referred to in section 1 above.
(b)	ABC shall train at mines  in Jamaica and manufacturing  facilities  in the United State  of America  technical personnel   selected  by  BHARAT. Such  technical  personnel shall be of such reasonable  number  as may be  mutually agreed upon. If  ABC  believes that a particular  employee is not qualified or otherwise  suited  to receive  such training, it may  advise  BHARAT and  an alternate will be selected by the  BHARAT in  lieu of such employee.

(c)	ABC shall make available to  BHARAT in  the Union of India the services of qualified  engineers and other technicians  in such reasonable  number as may be mutually agreed  to be necessary  and at such  remuneration and   on such  terms as may be mutually agreed to advise  the personnel of  BHARAT  in the operation  of the aluminum  plant (and  the matters and things as described  in section 1 above) in accordance with good industry practice as adapted to local conditions.

(d)	Technical advice and information  shall  be such as is available to  ABC or its affiliated companies and shall  be sufficient  in scope  to enable competent engineering  and shall  be sufficient  in scope  to enable competent  engineering manufacturing  and metallurgical  personnel to understand and apply the subject-matter and evaluate  the desirability of using the same, but  detailed  engineering  services need not be furnished  and ABC shall not be under any  obligation to undertake  for  BHARAT  any research  under the  provisions of this  agreement. Such  detailed  engineering work  research  work, if mutually agreed upon, shall  be undertaken  by separate agreement.”

3.	BHARAT  shall reimburse ABC for  its actual   expenses  reasonably  incurred  in rendering  the services set forth in this agreement to the end that ABC shall not make a profit  or suffer a loss by reason  thereof.

4.	ABC shall submit  monthly invoices or expenses to be reimbursed under section  6 thereof  describing  the same with reasonable (Sic) particularly  payment of each invoice shall be made in  United States  dollars at such place as ABC May  designate  in the invoice, except  payments  made by ABC  other  than  in  United  States  dollars shall be invoiced  by  ABC  and reimbursed  by BHARAT  in  the currency  in which payment was  made  by  ABC. Provided further  that payments  made to reimburse  ABC   for personnel furnished  pursuant  to section 3(c)  shall be repaid in the manner agreed upon  when  such personnel is furnished.

5.	BHARAT shall have the right during  the terms  of the agreement to refer to this agreement in its advertising and  publicity but nothing in the agreement, however, should be deemed to transfer to  BHARAT  trade marks or trade names of  ABC or to grant any right  of user thereof in the Union of India elsewhere.

6.	It  is  understood  by  BHARAT  that nothing  herein  shall  be deemed  to require  ABC to grant  BHARAT any patent  or other  rights  or disclose  to  BHARAT any information  in regard   thereto  if  ABC or  its affiliated  companies  do not have  the right  or power  to grant  such rights  or disclose  such information  either by  reason  of contractual  obligations incurred  prior  to such grant or disclosure  or governmental  law or order.  ABC   represents, however, that  it and its  affiliated  companies  are not  prohibited   or  prevented  from disclosing  technical  advice now available  to them  which is essential  to said plants.

Except  with respect  to the  licence  of  existing  patents  of  ABC  relating to the alumina  process and the aluminum reduction process, ABC makes no representation  or warranty  that the use of any technical information or advice or patent  licence now or  hereafter disclosed  or granted, as  the case may be, can  be used  without  patent  infringement.

7.	In  consideration  of the  premises and in addition to the reimbursement of  expenses  as hereinbefore provides  BHARAT   shall  immediately  on the execution  of these presents allot and issue to  ABC  1 lac (1,00,000) shares  of  its Rs. 10 per value  out of its equality  share capital  credited as fully paid up.

8.	 This  agreement shall become  effective  in the date first above set forth and shall continue  in force for a period   of twenty five (25) years.