Agreement To Help An Indian Industry For Putting Up Plant And Machinery Legal Draft Template

This

Agreement is made at ..... this ... day of .. between M/s. ABC Co.

Ltd., a Company registered under the Indian Companies Act, 1956, and having its

registered office at ... hereinafter referred to as 'the Indian

Company' of the One Part and M/s. XYZ Co. Ltd., a Company incorporated under

the laws in force in ... and having Its office at ... hereinafter

referred to as the 'Foreign Company' of the Other Part.Whereas

the Indian Company has established a factory at ... by purchasing a highly

technical machinery and equipment from the Foreign Company.And

Whereas at the treaty of the purchase of the said machinery and equipment It

was agreed that the Foreign Company shall render all assistance In the

maintenance and repairs of the said machinery and equipment on the terms and

conditions agreed upon between the parties and to he subsequently recorded In

writing.And

Whereas it is now proposed to execute these presents recording the said terms

and conditions.And

Whereas this agreement is subject to the approval by the Reserve Bank of India

or the Government of India.Now

It Is Agreed Between The Parties Hereto As Follows: -1.

The

Foreign Company agrees and undertakes that whenever required by the Indian

Company. the Foreign Company will send to India one of its technician who would

be expert in the matter for which his help is required and he will attend to

the matter of repairs or maintenance of any part of the said machinery and

equipment and will have the work involved carried out.2.

The

travelling expenses of such expert deputed as well as expenses of such expert

incurred during his stay In India for travelling, boarding and lodging will be

paid by the Indian Company.3.

If

any expert sent by the Foreign Company fails to do the job of repairs or

maintenance satisfactorily the Foreign Company will at its own expense, send

one or more other experts to do the job involved.4.

The

Foreign Company agrees to supply at the market rates such spare parts tools and

other items or parts of the said machinery and equipment as will be required to

carry out repairs and to keep the said machinery and equipment In working

condition. The Indian Company will obtain necessary import license for such

spare parts. tools etc. and the price thereof will be paid against Letters of

Credit drawn in favour of the Foreign Company.5.

For

the services to be rendered by the Foreign Company as herein provided the

Indian Company will pay to the Foreign Company lump sum royalty of .......6.

The

lump sum royalty payable as aforesaid shall be paid to the Foreign Company In

three Instalments unless otherwise stipulated In the approved latter of the

Reserve Bank of India namely;i

one

third of the said amount will be paid on the approval of this agreement by the

Reserve Bank and on this agreement being filed with the authorised dealer in

foreign exchange.ii

The

second instalment of one-third amount will be paid on the supply of the know

how.iii

The

third instalment of the balance will be paid after four years of the approval

of the Reserve Bank and the agreement is filed with the authorised dealer in

foreign exchange.1.2.3.4.5.6.7.

All

remittances of money to be made to the Foreign Company under this agreement

will be made as per the exchange rates prevailing on the date of remittance.8.

The

payment to be made to the Foreign Company will be subject to payment of cess.

if any payable under the Research and Development cess Act, of 1986.9.

The

Indian Company will also be entitled to deduct from such payment income tax, if

any payable under the Income Tax Act 1961.10.

Copy

of this agreement signed by both the Parties will be filed with' the several

other authorities as required by law.11.

The

Foreign Company will supply to the Indian Company the knows how or technical

information necessary for the running of the said machinery and any

improvements made therein from time to time. The Indian Company undertakes to

maintain such know-how a secret and shall not disclose the same to any other

person. The Indian Company will secure agreements from its employees who all

acquire knowledge of the know-how to keep the same secret.12.

The

duration of this agreement shall be years from the date the Govt. approves this

agreement but subject to the other provisions contained in the agreement. The

said period may, however, be extended as may be mutually agreed.13.

All

payments to be made by one party to the other under this agreement shall be

made as per the directions and in the manner approved by the Reserve Bank of

India.14.

The

approval letter of the Government of India in the Department of Industrial

Development shall be deemed to form part of this agreement. Any term of this

agreement which is inconsistent with or contrary to any term or condition

mentioned in the said letter of approval shall be treated as void and of no

effect.15.

This

agreement will be treated as terminated on the happening of any of the events

below mentioned :i

If

any party hereto commits breach of any provisions of this agreement and the

party who is alleged to have committed breach is served with a notice by the

other party. three months prior to the intended date of termination by the

other party and the former party has failed to amend the breach within the said

period.ii

If

any event happens which will make the performance of this agreement impossible

including any force majeure event.iii

If

either the Indian Company or the Foreign Company goes into either voluntary or

compulsory liquidation according to or under the law by which it is, governed.iv

If

the parties hereto mutually agree to terminate this agreement.1.2.3.4.5.6.7.8.9.10.11.12.13.14.15.16.

All

the sanctions, approvals, permissions, licences and other requirements of the

Government of India and of any statutory authorities required for giving effect

to all the terms and conditions, of this agreement shall be obtained by the

Indian Company.17.

In

the event of any dispute or difference arising between the parties hereto or as

to the rights and obligations under this agreement or as to any claim. monetary

or otherwise of one party against the other or as to the interpretation and

effect of any terms and conditions of this agreement, such dispute or

difference shall be referred to Arbitration of a common Arbitrator if agreed

upon otherwise to two Arbitrators, one to be appointed by each of the parties

to this agreement and such Arbitration shall be governed by the Indian

Arbitration & Conciliation Act, 1996. The venue for such Arbitration shall

be .. in India.18.

The

validity of this agreement and the effect or meaning of the terms hereof will

be decided according to the Indian Law.19.

Any

communication by one party to the other shall be made by registered post

through airmail. with acknowledgement due or by telex or fax or cable. In case

the communication is made by telex or fax or cable, the same will be

subsequently but immediately thereafter confirmed by written communication sent

by registered post as aforesaid. Any evidence showing the communication was

posted or telex, fax or cable communication was made will be sufficient to

prove the posting or sending the communication.20.

In

this agreement the expression 'know-how' shall include technical information

such as inventories formulae, processes, engineering and manufacturing skill,

scientific data, calculations, specifications. drawings, standards, sketches

and all other relevant information and knowledge.21.

The

Foreign Company will, as a part of the know how render the following services

namely -a. to

make a study of the market survey profitability and project report.b. to

provide latest manufacturing and engineering technology in the manner of

production methods.c. to

advise the Indian Company in the manufacture of the said products so as to

maintain required standard and technology.d. to

advise the Indian Company in the work of research and quality control of the

said productse. to

advise the Indian Company in the matter of purchasing suitable raw materials

and other accessories.f. to

assist the Indian Company in buying further suitable machinery spare parts,

tools required in the manufacture.g. to

advise the Indian Company in the matter of marketing of the products selling

and exporting the same.h. to

advise and assist the Indian Company in increasing the production in adopting

proper and efficient system of production and efficiently maintaining the

plant.i. to

advise the Indian Company for adopting matters for economising the costs of

production without sacrificing efficiencyj. to

advise the Indian Company generally in the best interest of the manufacture of

the said products and the sale thereof1.2.3.4.5.6.7.8.9.10.11.12.13.14.15.16.17.18.19.20.21.22.

None

of parties hereto consenting the rights and benefits under this agreement to

any other party without the consent writing of the other.23.

Each

of the parties hereto shall be deemed to include its successors or permitted

assigns.In

Witness Whereof the parties have put their respective seals the day and year

first hereinabove written. The common seal of M/s. ABC Co. Ltd., is hereunto

affixed pursuant to the resolution of theBoard

of Directors dated .... in the presence of Mr...,a Director duly

authorised in that behalfThe

common seal of M/s. XYZ & Co. Ltd., is hereunto affixed pursuant to the

resolution of theBoard

of Directors dated.. in the presence of Mr. ... a Director, duly

authorised In that behalf.Witnesses;1.2.