of Technical Collaboration Agreement
Agreement made on this
an Indian company having
its registered office at
.(hereinafter referred to as A) of the one part
a foreign firm having its principal place of business
..(hereinafter called B) of the other part.
A is engaged in the manufacturing and marketing of
.and has considerable
engineering know-how and technical information and equipment regarding
..and their method of manufacture.
Whereas A is desirous of manufacturing in India and marketing in India and
other countries of various types of items which are set out in Schedule A
hereto annexed (hereinafter referred to as Products) on the terms and
conditions herein contained.
Therefore It Is Agreed between the parties that :
how means and includes all inventions, processes, patents, engineering and
manufacturing skill and other technical information whether patent or
patentable or not which are presently owned by B or which may be so owned,
during the term of this agreement including without limitation :
and engineering data, calculations and information.
data, calculations and information.
of layout of works, including details and specification of machinery
other forms of recovered information, technique and design in making of jigs,
tools, dies, patterns and moulds.
a. B shall fully and
promptly furnish A with such know-how as A may require from time to time
during the term of this agreement in connection with the manufacture of the
b. B will depute
technicians at the expense of A to held to establish and operate the
.and to train
..Indian technicians in its work in
expense of A.
c. A at their expense,
shall procure and maintain patents in India on such inventions and improvements
made by A : as A in their sole discretion shall choose. B shall also have
the right to use the invention and improvements in all countries outside Indian
and shall take full title to such procured by B outside India. However, B
shall not, without the consent of A, licence any third party under said
patents except its subsidiaries, its parent company or other subsidiaries of
the parent company.
d. A shall manufacture
the Products in strict accordance with the said know-how, the Standard of
quality embodied therein or as may be set from time to time by B. To ensure
the performance of this provision, B shall have the right to inspect at
reasonable intervals and during business hours the facilities of A to the
manufacture of the said PRODUCTS.
to other provisions of this agreement, B hereby grants to A.
exclusive licence to make in India the products by the use of any or all of
non-exclusive licenses to use and sell the said PRODUCTS throughout the world.
consideration of B having agreed to disclose to A the latest method of
manufacture of Products and other processes and having further agreed to supply
technical advice and date, A agrees to pay B a sum of
..which due and
payable in installments as follows.
delivery by B of the complete design and engineering documents.
after tender or certificate of Discharge of guarantees.
consideration of B for having agreed to disclose to A the latest method of
manufacture of products and other process, and having further agreed to supply
technical advice and date, A will arrange to allot B
shares at Rs
without any payment by B
further agrees to pay to B a royalty of
..per cent of the net selling price
of the products covered by the agreement for a period of
.years from the date
of execution of the agreement. The net selling price would means the ex-works
price of the products covered (less the landed cost of all imported components)
including ocean freight, insurance, customs duties payable thereon, etc.,
irrespective of the source of import. Such royalty payments are subject to
shall render to B bi-annual/annual reports on or before the last day
..following each calendar year with respect to which royalties are payable
under this agreement, stating the amount of PRODUCT manufactured in the plant
during the preceding year the amount of royalty due and payable with respect
thereto. At the time of rendering such reports A shall pay to B the amount of
royalty stated therein to be due and payable.
agrees to keep complete records of the account concerning the products which
are the subject- matter of this agreement, which records shall be open to
inspection of B its appointed representative agreeable to both parties, during
regular business hours for verifying the payments due to B under this agreement
payments due by A to B under the agreement are to be made in
.. to B's
account in any bank hit designates.
shall maintain secrecy at all time during this agreement of all the know how,
drawings and the like disclosed by B to A and/or pursuant to the terms
herein or about which A learns during the performance of this agreement.
will, however, be free to sub-license the technical know-how, product
design/engineering design under the agreement to another Indian party/parties,
should it become necessary. The terms of such sub-licence will, however, be as
mutually agreed to by all parties concerned including B and will be subject
to the approval of the Government.
agreement shall become effective after it has been duly approved and signed by
A and B and the approval of the Government of India has been obtained
agreement shall remain effective for a period of
.. years from the date of
signing the agreement. Upon the expiration of this agreement, the KNOW HOW
THEREFORE delivered to A shall remain its property for its full and free use
to the approval of the Indian Government, this agreement may be renewed in
whole or in part for further period by mutual agreement.
agreement shall be binding upon and ensure to the benefit of the successors and
assigns of the respective parties hereto, and the obligations hereunder shall
not be assignable by either party without written consent being first obtained
from the other.
agreement embodies entire understanding of the parties as to its subject
matter, and it shall not be amended except in writing executed by both parties
to the agreement.
party may by notice in writing to the other terminate this agreement in the
event of :
a. Any default by such
other party in the performance or observation of any of its obligations under
this agreement which is not remedied to the satisfaction of the party giving
such notice within ninety (90) days following delivery of such notice, such
notice to contain reasonable particulars of such default and to state the
intention to terminate the agreement under this clause unless such default is
made good or remedied.
b. Judicial proceedings
for bankruptcy, composition with creditors, sequestration of assets for
creditors, or receivership instituted by or against such other party,
insolvency of such other party or its failure to meet its obligations as they
mature for any material period of time.
c. Liquidation ,
compulsory or voluntary of such other party except in connection with an
amalgamation, reconstruction, merger, consolidation, re-organisation or
disposition of assets as a going concern voluntarily undertaken and with a view
to the continuance of the business by the transferee thereof, provided,
however, that upon such event the business entity continuing the business
formerly carried on by such other party shall, in an appropriate instrument
delivered to the other party to this agreement, undertake to perform all of the
obligations of such other party hereunder.
party shall be in default under this agreement by reason of its failure or
delay in the performance of its obligations is such failure or delay is caused
by acts of God, Government laws and regulations, strikes, lock-outs, war or any
other cause beyond its control and without its fault or negligence.
disputes, questions, or differences, etc., arising in connection with this
agreement shall be referred to a single arbitrator in India in case parties
agree upon one, otherwise two arbitrators in India are to be appointed by each
party in accordance with and subject to the provision of the Arbitration &
Conciliation Act, 1996, or any other enactment or statutory modification
thereof for the time being in force.
and other communications under the agreement shall be in writing, or by
established cable, radio or facsimile service, addressed as indicated in the
description of parties above or as either party may request in writing, and the
effective date of each is the date of its repaid deposit in the mail for
dispatch by air or such service properly addressed.
agreement should be construed in accordance with and be governed by the laws of
Witness Whereof, the parties hereto have executed this agreement as of the date
first above written.
of the Board)