Know-How is Required for Construction of Factory, Etc.
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.
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
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.
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.
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.
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
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.
agreement shall become effective in the date first above set forth and shall
continue in force for a period of twenty five (25) years.