FORM OF FOREIGN COLLABORATION AGREEMENT

AN AGREEMENT  executed this ……………. day of…………………. BETWEEN ………………a foreign  company incorporated in the United Kingdom and having its registered  office at…………………….(hereinafter called the “U.K. Company”) of the one part  AND a company incorporated   in India and having its registered office at………………..(hereinafter called the Indian company) of the other part.

	WHEREAS	 the Indian Company  has been incorporated   having for its object the manufacture  and production of………………….;

	AND WHEREAS	 the Indian Company has already constructed  factory buildings, installed  plant and machinery and commenced manufacture and production of.…………….; Whereas the  Indian  company with a  view to  improve   still  further  the quality of the commodities  manufactured and to increase production are desirous  of procuring the latest technique  and know-how  related to the manufacture  of the above-said commodities ; Whereas the Indian Company  thereof  approached  the  U.K. Company who have considerable experience  in the line of manufacture engaged in by the Indian Company and requested  them to extend  to them necessary technical  assistance in that behalf, and whereas   the  U.K. Company has agreed  to extend  technical assistance and to furnish to the Indian  Company for  improvement of their  business to requisite  know-how in the form  of designs , plans, engineering drawings, technical  advice and  also to supply technicians to advise for improvement  of the existing  factories, machinery, and plant  and also provide to the Indian  personnel     necessary  technical  training  to enable  them to successfully handle and exploit  the technical  know-how to be imparted  to the Indian Company subject to the terms and conditions set out  hereunder :

	NOW  THIS AGREEMENT  WITNESSES  as follows :

(1)	In consideration of the remuneration  paid  by the Indian Company to the  U.K.  Company as described  hereinafter the  U.K. Company shall supply to the Indian Company-
(2)	(a)	technical advice  and  know-how for the purpose  of improving or adding  to the  existing  factories  and installing   additional  plant and  machinery if necessary   for the manufacturer of…………………….

(b)	further the necessary  plans, factory-designs and layouts, charts and drawings, documentation and other forms of technical know-how for the said purpose ;
(c)	render advice in the matter of purchase of the further plant and machinery suitable  and  necessary for the factory ;
(d)	lend the services of their technicians to assist the Indian Company in carrying out the improvement  to the factories and for installing additional plant and machinery:
(e)	provide technicians  from their own staff to attend  at the Indian Company’s  factory  in India, whenever necessary ;
(f)	impart  technical training to selected Indian personnel at their works in England  or in their associated  companies, to enable them  to operate the machinery  and plant to  be installed and to exploit the imported technical know-how to the best advantage.
(g)	Advice  the Indian Company promptly and to the best  of their ability, in connection with  any technical  or manufacturing problems or difficulties  which may be referred  to it  by the Indian Company during the continuance of this agreement.

(3)	For technical  know-how  and data supplied by the  U.K. Company  to  the Indian  Company as above  the Indian Company  shall make a lump sum payment of Rs……………..to the U.K. Company phased as follows :

(a)	One-third on approval  of the agreement  by the Central Government;
(b)	One-third, on the U.K. Company supplying   the  Indian company necessary charts, plans, engineering drawings, documentation and  other technical  date as know-how  which shall be done within 15 days  from the date of approval  of this agreement by the Central  Government.
(c)	The balance 1/3  in three  equal  annual installments thereafter  commencement  of production.

(4)	This agreement  shall be  in force  for a period of 5  years  at the first instance, subject  to extension for a further  period  of  3 years by mutual  agreement  and subject to approval by the Central Government.

(5)	The   Indian Company may put not bound  to use foreign brand names on their products for internal  sale or on products to be exported.

(6)	There shall be no restriction   on the Indian Company exporting their products  to foreign countries.

(7)	The  Indian Company shall not have the right to pledge, mortgage or assign to  sub-licensee the technical  know-how, data, engineering designs,  lay-out, etc. to other parties, without the consent in writing  of the U.K. Company.

(8)	There shall be no restraint  on the Indian Company having their own arrangements for procurement of raw materials, purchase of spares	 and components and for pricing  their products and the sale thereof.

(9)	Technicians  who may be deputed  by the  U.K. Company to the Indian Company to advice and assist the  Indian  Company under this  agreement shall be paid their salary, travelling expenses  and boarding and lodging by the Indian Company.

(10)	The  Indian Company shall likewise bear all the expenses  of the persons sent by them to the  U.K. Company  for training  in their works under  CI. 1(f) (supra).

(11)	The parties  hereto mutually agree that they will each inform the other of any new development in design  or methods of manufacture  which they respectively  may discover  during the  continuance  of this agreement in so far  as such new developments are applicable  to the products manufactured by the Indian Company.

(12)	The Indian Company shall maintain  the  utmost secrecy in connection with any technical  data supplied by  the  U.K. Company under  this agreement, and in particular shall keep all data connected with the manufacturing processes under lock any key.

(13)	It is agreed that the payment made to the  U.K. Company shall include  the  compensation to use of the  patent  rights for the period of  its  duration and that the  Indian Company shall  have the rights  to manufacture  their products  even after  the expiry  of this agreement.

(14)	The Indian Company  shall not during the continuance of the agreement refer any technical  or manufacturing problems  or difficulties  to any one other  than the  U.K. Company as its  sole technical consultant.

(15)	On the expiry  of the period prescribed  herein or of  extended  period  provided  in CI. 3 (supra) or upon the termination of this  agreement for any reason  the  Indian  Company shall return to the U.K. Company  all copies  of  information, data or material sent to it  by the U.K. Company under this agreement and  then in its  possession and shall  expressly  refrain from  communicating  any such information, technical data or material  received  by it  hereunder  to any person, firm or company whatsoever.

IN WITNESS WHEREOF, the parties hereto  have signed this agreement this……………day of……………,2000 in  the presence of the following :

WITNESSES
1.	
2.