TECHNICAL FOREIGN COLLABORATION [CD1]
This
covenant is made at Bombay this .............................. day
of........................ between A incorporated under the proper laws of
United States of America having its office at …………, ……. (hereinafter referred
to as A) of the one part and B Ltd., a company registered under the Companies
Act 1956 and doing trade at 100 Netaji Subhas Road, Calcutta 700 001
(hereinafter referred to as B) of the other part.
whereas
A being manufacturer, dealer and exporter of Computers Hardwares, Softwares and
accessories (after it referred to as the products) and has best developed
technical know-how, secret techniques, technical information and skilled
technical personnel concerning the manufacture and marketing of Computers,
Hardwares and Softwares and accessories (hereinafter referred to as the
technology).
and
whereas A has consented at the request of B for providing and render
advice/technical assistance for setting up at the factory of B a manufacturing
unit for manufacturing, distribution, sale and export of the said products and
to allow the use of A Trade Marks, Patents, Licences and other rights
concerning to the said products and B has consented to accept the same.
Now
this agreement witnesseth and the parties hereby agree as follows:
1. A
will give furnish and make available to B latest technology including
engineering and manufacturing information, designs, production methods, plant,
future innovations, improvements concerning designs, production methods,
manufacture, testing, processes of the products and engineering blue-prints,
plant lay-out, drawings, information and documents relating to manufacturing
processes of the said products and all other concerned information and
specification for successful installation, running and production in the
factory.
2. A
hall give and depute technical personnel for the preparation of the factory
site, installation of plant and machinery supplied or selected by A begin
operation/selection and procurement of raw materials either from A or from
other sources till commercial production of the unit is commenced.
3. A
will give training at factory of B its employees so that they may be able to
run the unit smoothly and be abreast with all the technical know-how.
4. A
will ensure production of quality products at the B unit fully marketing/export
of products.
5. A
will permit use of its Trade Marks/Patent Rights and secret formula for
production, vended and export of B products.
6. A
will purchase 60% of products of the said unit of B for vended or export to
places or markets outside
India
and without weakening sale of remaining 40% of the products of B
7. A
will keep B compensated against and without harm from any claim/action
concerning the production, vending or exporting products of B for any alleged
contravention of the Trade Marks or Patent Rights.
8. A
will pay for products 60% whereof it would purchase from B at the cost price
plus 40% thereon and
the
account would be decided each third month.
9. In
consideration of A rendering the aforesaid services, supplying technology, technical
knowledge, deputing technical men, training the official of B and permitting B
the use of secret formula, Trade Marks/Patent Rights and various other services
and helping export of B’s products, B will pay to A the cost/expenses relating
to technical official to be deputed from time being by A to the factory of B
and all actuarial expenses spent in India concerning the trade of B and 20% of
the net profits after tax. In the event the profits so computed does not allow
any payment then B would pay a minimum of Rs. 5 lakhs annually to A in
full/final satisfaction of its claims for imparting the technology, technical
knowledge and other services rendered.
10. This
covenant will remain legal for 5 years with option to renew the same for
another 5 years.
11. This
covenant is made subject to obtaining the compulsory sanctions of the
Government of India/other related authorities, and subject to Indian laws.
12. Any
alterations or additions to this covenant may be done by mutual agreement by an
additional agreement.
13. All
controversies and disagreements emerging out of, concerning to or relating with
this covenant shall be referred to Indian Chamber of Commerce in ….city name
for deciding per arbitration which decision of Arbitral Tribunal shall
bind/conclusive on the parties.
14. This
covenant will be ruled by Indian law and the arbitration will be held in ….name
of city unless parties consent in holding sittings of Arbitral Tribunal at some
other place suitable to the parties and e Arbitral Tribunal but within
India.
15. in
witness whereof the parties hereto have signed, sealed and delivered these
presents, the day, month and year first above-written.
Signed,
sealed and delivered by Mr.............pursuant to Board Resolution of ……. me.
dated ...... in Calcutta
Signature
In
the presence of:
Signed, sealed and delivered
by Mr. .................pursuant to Board Resolution of …..ltd. dated
......................
Signature
In
the presence of:
1. ...................
2. ………………..
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