Agreement to Help an Indian Industry for
Putting Up Plant and Machinery [CD1]
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.
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.
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.
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 products
e. 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 efficiency
j. to
advise the Indian Company generally in the best interest of the manufacture of
the said products and the sale thereof
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 the
Board of Directors dated
………….... in the presence of Mr…………………...,a Director duly authorised in that
behalf
The 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.
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