Clauses Where Know How Is Required For Construction Of Factory, Etc - Legal Draft

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.2.

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.1.2.3.

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.1.2.3.4.5.6.7.

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.