Technical Foreign Collaboration

This agreement is made at Calcutta this .............................. day of
........................ 2000 between Amco Inc., incorporated under the
appropriate laws of the United States of America having its office at 3 Broadway, New York (hereinafter referred to as amco) of the one part and Calco Ltd., a company registered under the Companies Act 1956 and carrying on business at 100 Netaji Subhas Road, Calcutta 700 001 (hereinafter referred to as calco) of the other part.
Whereas amco is the manufacturer, dealer and exporter of Computers Hardwares, Softwares and accessories (hereinafter referred to as the products) and has highly developed technical know-how, secret techniques, technical information and skilled technical personnel concerning the manufacture and marketing of Computers, Hardwares and Softwares and accessories (hereinafter referred to as the technology).
And whereas amco has agreed at the request of calco to provide and render technical assistance and advice for setting up at the factory of calco a manufacturing unit for manufacturing, distribution, sale and export of the said products and to allow the use of amco's Trade Marks, Patents, Licences and other rights in relation to the said products and calco has agreed to accept the same.
Now this agreement WITNESSETH and the parties hereby agree as follows:
1. Amco will provide, furnish and make available to calco latest technology including engineering and manufacturing information, designs, production methods, plant, future innovations, improvements relating to designs, production methods, manufacture, testing, processes of the said products and engineering blue-prints, plant lay-out, drawings, information and documents relating to manufacturing processes of the said products and all other related information and particulars for successful installation, running of and production in the said unit.
2. Amco shall provide and depute technical personnel for the preparation of the factory site, installation of plant and machinery supplied or selected by amco, start up operation and selection and procurement of raw materials either from amco or from other sources till the commercial production of the unit is commenced.
3. Amco will train at the factory of calco its personnel so that they may be able to run the unit smoothly and be abreast with all the technical know-how.
4. Amco will ensure production of quality products at the calco's unit with full capacity, marketing and export of the products.
5. Amco will allow the use of its Trade Marks and Patent Rights and secret formula for the manufacture, sale and export of calco's products.
6. Amco will buy 60% of the products of the said unit of calco for sale or export to places or markets outside India and without impairing the sale of balance 40% of the products of calco.
7.  Amco will keep calco indemnified against and harmless from any claim or action in relation to the manufacturing, selling or exporting products of calco or for any alleged breach of the Trade Marks or Patent Rights.
8. Amco will pay for the products 60% whereof it would buy from calco at the cost price plus 40% thereon and the account would be settled every third month.
9. In consideration of amco rendering the aforesaid services, supplying the technology, technical know-how, deputing technical personnel, training the personnel of calco and allowing calco the use of secret formula, Trade Marks and Patent Rights and miscellaneous other services and assisting export of calco's products, calco will pay to amco the cost and expenses in relation to the technical personnel to be deputed from time to time by amco to the factory of calco and all actual expenses incurred in India in relation to the business of calco and 20% of the net profits after tax. In the event the profits so calculated does not permit any payment then calco would pay a minimum of Rs. 5 lakhs per year to amco in full and final satisfaction of its claims for imparting the technology, technical know-how and other services rendered.
10. This agreement will remain valid for a period of 5 years with option to renew the same for another 5 years.
11. This agreement is made subject to obtaining the necessary approvals of the Government of India and other concerned authorities, and subject to Indian laws.
12. Any additions or alterations to this agreement may be made by mutual consent by a Supplemental agreement.
13. All differences and disputes arising out of, in relation to or in connection with this agreement shall be referred to the Indian Chamber of Commerce in Calcutta for settlement by arbitration proceedings and the decision of the Arbitral Tribunal shall be final and binding on the parties.
14. This agreement will be governed by Indian law and the arbitration will be held in Calcutta unless the parties agree to hold the sittings of the Arbitral Tribunal at some other place convenient to the parties and the Arbitral Tribunal but within India.
15.  In witness whereof the parties hereto have signed, sealed and delivered these presents, the day, month and year first above-written.

Signed, sealed and delivered by
Mr........................................
pursuant to Board Resolution of
amco inc. dated......in Calcutta                                  Signature
In the presence of:
1...........................................
2...........................................

Signed, sealed and delivered by
Mr........................................
pursuant to Board Resolution of
calco ltd. dated......................                                   Signature
In the presence of:
1..............................................
2..............................................