Agreement To Act As Technical Or Management Adviser - Legal Draft

THIS

AGREEMENT is made at............... this... day of................ between M/s.

ABC Co. Ltd., a Company registered under the Indian Companies Act, 1956, 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 (Name of country) having its registered office at.....................

hereinafter referred to as the Foreign Company of the Other Part.WHEREAS

the Indian Company is carrying on the business of

manufacturing................. and owns a large factory/ factories

at................AND

WHEREAS as the manufacturing process In the Indian Company's factories is

highly technical and complicated and the production turnover of the Indian

Company is very large and requires also administrative skill, the Indian

Company approached the Foreign Company, who is carrying on business at... as

technical and management advisers to different companies carrying on more or

less similar business all over the world for collaboration to act as technical

and management adviser.AND

WHEREAS after some negotiations the Foreign Company has agreed to act as the

technical and management advisers of the Indian Company on the following terms

and conditions and it is proposed to record the same in a formal agreement.AND

WHEREAS this agreement has been approved by the Government of India and the

Reserve Bank of India on the terms and conditions a copy of which is hereto

annexed.NOW

IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS. --1. The Indian Company

hereby appoints the Foreign Company as the technical and management adviser of

the Indian Company.2. The Foreign Company

agrees to depute Its technical and management experts not exceeding... in

number fully qualified as regards the business carried on by the Company to

advise the India Company as to the technical matters relating to the machinery

installed by the Indian Company in its factories at......... and relating to

-the quality of production as well as regarding the management of the

factories.3. The Office of the

said experts will be at the registered office of the Indian Company

at.......... and the experts will attend to the office work during the Company's

working hours except when they are on a visit to the factories.4. The Indian Company

will arrange for spacious residential accommodation of the experts befitting

their position and in a good locality of the city where the registered office

of the Indian Company Is situate at the cost of the Indian Company.5. The said experts will

visit the factories of the Indian Company as and when they think necessary or

required but at least once in a week and the Indian Company shall make

arrangements for their overnight stays at such place or places.6. The said experts will

also visit the factory or factories for giving advice and assistance whenever

required by the Indian Company or by the local manager of the factory.7. The experts will use

and make available all their expertise in carrying on the production in the

said factories in an efficient manner and also make all suggestions for the

efficient management of the factories.8. The Foreign Company

will make available all the know-how including all literature, formulae, drawings,

and other material to the said experts to enable them to advise the Indian

Company and to use their expert knowledge in solving any problem as to the

running of the machinery and plant and as to the manufacture of the products.9. Apart from the

expenses required to be incurred for the residence and household purposes of

the said experts and their family members namely wives and children and their

travelling expenses, the Indian Company shall pay to the Foreign Company for

the services to be rendered by the Company and Its experts as follows (Include

the list of expenses).The

personal expenses of the experts and their families for food and other normal

amenities shall not, however, exceed Rs.......... per month per expert. All

payments to be made by the Indian Company to the Foreign Company and its

experts will be subject to the approval of the Government of India and/or

Reserved Bank of India and will he made as stipulated by the said authorities.10. If the Indian Company

feel that the services rendered by the Foreign Company and Its experts are not

satisfactory or necessary, the Indian Company will have the right to cancel

this agreement by giving to the Foreign Company three months' prior notice to

that effect.11. During the period of

this agreement the experts deputed by the Foreign Company will not give any

advice or other help or guidance to any other Company or person in India.12. The experts deputed

by the Foreign Company will not be treated as the employees of the Indian

Company and will not be entitled to any of the benefits given to the regular

employees of the Indian Company. However the experts will be given off-time or

casual leave for such days and at such times as may be agreed upon between the

expert and the Managing Director of the Indian Company from time to time.13. The Letter of

Approval issued by the Govt. of India herein recited and hereto annexed shall

be deemed to form part of this Agreement and if any term of this agreement is

found inconsistent with or contrary to any term and/or condition contained in

the said letter, the same will be treated as null and void.14. The duration of this

agreement will be........ Months/years subject to what is herein otherwise

provided. The said period may be extended by mutual consent.15. This agreement will

be treated as terminated on the happening of any of the events below mentioned.a. 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.b. If any event happens

which will make the performance of this agreement impossible including any

force majeure event.c. 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.d. If the parties hereto

mutually agree to terminate this Agreement.16. All 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 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 or more

Arbitrators, one to be appointed by each of the parties to this agreement and

such Arbitrator 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 term hereof will be decided

according to the Indian Law.19. Any communication by

one party to the other shall he made by registered post through airmail, with

acknowledgement due or by telex o fax or cable. In case the communication is

made by telex or fax or cable the same will be subsequently but immediately

thereafter confirmed b, 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.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 the Board 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 the Board of Directors dated................. in the presence of

Mr................... a Director, duly authorised in that behalf.Witnesses;1.2.