Form of Technical
Collaboration Agreement
THIS AGREEMENT made
on this..............day of...............BETWEEN ..................an Indian company having its registered
office at................... (hereinafter referred to as A) of the one part AND...............a foreign
firm having its principal place of business at..............(hereinafter called B) of
the other part.
WHEREAS A is
engaged in the manufacturing and marketing of.............and has considerable
engineering know-how and technical information and equipment regarding
said.................and their method of manufacture.
AND 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.
NOW THEREFORE IT IS
AGREED between the parties that :
1.
Know
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 :
1. Technical and
engineering data, calculations and information.
2. Design data,
calculations and information.
3. Details of layout of
works, including details and specification of machinery
4. All other forms of
recovered information, technique and design in making of jigs, tools, dies,
patterns and moulds.
5.
1.
6.
1.
2.
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
products.
b. B will depute
...............technicians at the expense of A to held to establish and operate the
plant at................and to train...........Indian technicians in its work in................at
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.
3. Subject to other
provisions of this agreement, B hereby grants to A.
a. an exclusive licence
to make in India the products by the use of any or all of Bs know-how.
b. b. a
non-exclusive licenses to use and sell the said PRODUCTS throughout the world.
c. 1.
2. 3.
c.
1.
d.
2.
e.
3.
1.
2.
3.
4.
a. in 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.
i.
Upon
effective date.
ii.
Upon
delivery by B of the complete design and engineering documents.
iii.
Within.............months
after tender or certificate of Discharge of guarantees.
..........................
Total
..........................
a. In 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..........each without
any payment by B
b. A 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 Indian taxes.
c. 1.
2. 3. 4.
5.
1.
2.
3.
4.
a. A shall render to B
bi-annual/annual reports on or before the last day of...........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.
b. A 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 .
1.
1.
2.
2.
3.
3.
4.
4.
5.
5.
7.
1.
8.
2.
9.
3.
10.
4.
11.
5.
12.
6.
a. A 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.
b. A 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.
1.
1.
2.
2.
3.
3.
4.
4.
5.
5.
6.
6.
7.
7.
- This
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 thereto.
1.
2.
3.
4.
5.
6.
7.
8.
a. this 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 thereof.
b. Subject to the
approval of the Indian Government, this agreement may be renewed in whole or in
part for further period by mutual agreement.
c.
1.
d.
2.
e.
3.
f.
4.
g.
5.
h.
6.
i.
7.
j.
8.
k.
9.
1.
2.
3.
4.
5.
6.
7.
8.
9.
- This
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.
- This
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.
- Either
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.
1.
1.
2.
2.
3.
3.
4.
4.
5.
5.
6.
6.
7.
7.
8.
8.
9.
9.
10.
10.
11.
11.
12.
12.
- Neither
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.
- All
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.
- Notices
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.
- The
agreement should be construed in accordance with and be governed by the
laws of India.
IN WITNESS WHEREOF,
the parties hereto have executed this agreement as of the date first above
written.
For
B
............................
(Chairman
of the Board)
For
A
............................
(Director)
