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 Companys 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.1.2.3.
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.1.2.3.4.
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 thisday
of,2000 in the presence of the following :WITNESSES1.2.