Clauses Where Know-How is Required for
Construction of Factory, Etc. [CD1]
1.
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.”
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.
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.
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