Format
of Foreign Collaboration Agreement
Agreement executed
this …………..….…………. day of …………..….…………. between M/s …..….…………., a Foreign
Company incorporated in the United Kingdom and having its registered office at ….….………….
hereinafter called the U.K. Company of the ONE PART.
this …………..….…………. day of …………..….…………. between M/s …..….…………., a Foreign
Company incorporated in the United Kingdom and having its registered office at ….….………….
hereinafter called the U.K. Company of the ONE PART.
AND
M/s…………..….………….
a company incorporated in India and having its registered office at …..…………….….
hereinafter called the Indian company of the OTHER PART:
a company incorporated in India and having its registered office at …..…………….….
hereinafter called the Indian company of the OTHER PART:
WHEREAS the
Indian company has been incorporated having for its object the manufacture and
production of …………………………… ;
Indian company has been incorporated having for its object the manufacture and
production of …………………………… ;
WHEREAS the Indian company
has already constructed factory buildings, installed plant and machinery and
commenced manufacture and production of …………………………… ,;
has already constructed factory buildings, installed plant and machinery and
commenced manufacture and production of …………………………… ,;
WHEREAS the Indian company with a view to improve, still further, the quality
of the commodities manufactured, and to increase production, is desirous of
procuring the latest technique and know-how relating to the manufacture of the
above said commodities;
of the commodities manufactured, and to increase production, is desirous of
procuring the latest technique and know-how relating to the manufacture of the
above said commodities;
WHEREAS the Indian company, therefore, approached the
U.K. company that has considerable experience in the line of manufacture
engaged in by the Indian company, and requested the U.K. company to extend to
the Indian company necessary technical assistance in that behalf; AND
U.K. company that has considerable experience in the line of manufacture
engaged in by the Indian company, and requested the U.K. company to extend to
the Indian company necessary technical assistance in that behalf; AND
WHEREAS
the U.K. company has agreed to extend technical assistance and to furnish to
the Indian company for improvement of their business the requisite know-how in
the form of designs, plans, engineering drawings, technical advice and also to
supply technicians to advice for improvement of the existing factories,
machineries and plant and also to provide to the Indian personnel necessary
technical training to enable them to successfully handle and exploit the technical
know-how to be imparted to the Indian company subject to the terms and
conditions set out hereunder:
the U.K. company has agreed to extend technical assistance and to furnish to
the Indian company for improvement of their business the requisite know-how in
the form of designs, plans, engineering drawings, technical advice and also to
supply technicians to advice for improvement of the existing factories,
machineries and plant and also to provide to the Indian personnel necessary
technical training to enable them to successfully handle and exploit the technical
know-how to be imparted to the Indian company subject to the terms and
conditions set out hereunder:
NOW THIS AGREEMENT WITNESSES AS FOLLOWS:
(1) In consideration of the remuneration paid by
the Indian company to the U.K. company as described hereinafter, the U.K.
company shall supply to the Indian company:
the Indian company to the U.K. company as described hereinafter, the U.K.
company shall supply to the Indian company:
(a) technical advice and know-how for the purpose
of improving or adding to the existing factories and installing additional
plant and machineries, if necessary, for the manufacture of…………..….………….;
of improving or adding to the existing factories and installing additional
plant and machineries, if necessary, for the manufacture of…………..….………….;
(b) further the necessary plans, factory-design and
layouts, charts and drawings, documentation and other forms of technical
know-how for the said purpose;
layouts, charts and drawings, documentation and other forms of technical
know-how for the said purpose;
(c) render advice in the matter of purchase of the
further plant and machinery suitable and necessary for the factory;
further plant and machinery suitable and necessary for the factory;
(d) lend the services of their technicians to
assist the Indian company in carrying out the improvement to the factories and
for installing additional plants and machinery;
assist the Indian company in carrying out the improvement to the factories and
for installing additional plants and machinery;
(e) provide technicians from their own staff to
attend at the Indian company’s factory in India whenever necessary;
attend at the Indian company’s factory in India whenever necessary;
(f) impart technical training to selected Indian
personnel at their works in England or in their associated companies, to enable
them to operate the machinery and plant to be installed and to exploit the
imported technical know-how to the best advantage;
personnel at their works in England or in their associated companies, to enable
them to operate the machinery and plant to be installed and to exploit the
imported technical know-how to the best advantage;
(g) advise the Indian company, promptly and to the
best of their ability, in connection with any technical or manufacturing
problems or difficulties which may be referred to it by the Indian company
during the continuance of this agreement.
best of their ability, in connection with any technical or manufacturing
problems or difficulties which may be referred to it by the Indian company
during the continuance of this agreement.
(2) For technical know-how and data supplied by
the U.K. company to the Indian company as above, the Indian company shall make
a lump sum payment of Rs…………..….…………. to the U.K. company phased as follows:
the U.K. company to the Indian company as above, the Indian company shall make
a lump sum payment of Rs…………..….…………. to the U.K. company phased as follows:
(a) one-third on approval of the agreement by the
Central Government;
Central Government;
(b) one-third, on the U.K. company supplying the
Indian company necessary charts, plans, engineering drawings, documentation and
other technical data and know-how, which shall be done within 15 days from the
date of approval, of this agreement by the Central Government;
Indian company necessary charts, plans, engineering drawings, documentation and
other technical data and know-how, which shall be done within 15 days from the
date of approval, of this agreement by the Central Government;
(c) the balance one-third in three equal annual
instalments thereafter after commencement of production.
instalments thereafter after commencement of production.
(3) This Agreement shall be in force for a period
of 5 years at the first instance, subject to extension for a further period of
5 years by mutual agreement and subject to approval by the Central Government.
of 5 years at the first instance, subject to extension for a further period of
5 years by mutual agreement and subject to approval by the Central Government.
(4) The Indian company may but not bound to use
foreign brand names on their products for internal sale or on products to be
exported.
foreign brand names on their products for internal sale or on products to be
exported.
(5) There shall be no restriction on the Indian
company exporting their products to foreign countries.
company exporting their products to foreign countries.
(6) The Indian company shall not have the right
to pledge, mortgage or assign or to sub-licence the technical know-how, data,
engineering designs, layouts etc. to other parties, without the consent in
writing of the U.K. company.
to pledge, mortgage or assign or to sub-licence the technical know-how, data,
engineering designs, layouts etc. to other parties, without the consent in
writing of the U.K. company.
(7) There shall be no restraint on the Indian
company having their own arrangements for procurement of raw materials,
purchase of spares and components and for pricing their products and the sale
thereof.
company having their own arrangements for procurement of raw materials,
purchase of spares and components and for pricing their products and the sale
thereof.
(8) Technicians who may be deputed by the U.K.
company to the Indian company to advise and assist the Indian company under this
agreement shall be paid their salary, travelling expenses and boarding and
lodging by the Indian company.
company to the Indian company to advise and assist the Indian company under this
agreement shall be paid their salary, travelling expenses and boarding and
lodging by the Indian company.
(9) The Indian company shall likewise bear all
the expenses of the persons sent by them to the U.K. company for training in
their works under clause 1(f) supra.
the expenses of the persons sent by them to the U.K. company for training in
their works under clause 1(f) supra.
(10)
The parties hereto mutually agree that
they will each inform the other of any new development in design or methods of
manufacture which they respectively may discover during the continuance of this
Agreement in so far as such new developments are applicable to the products
manufactured by the Indian company.
The parties hereto mutually agree that
they will each inform the other of any new development in design or methods of
manufacture which they respectively may discover during the continuance of this
Agreement in so far as such new developments are applicable to the products
manufactured by the Indian company.
(11) The Indian company shall maintain the
utmost secrecy in connection with any technical data supplied by the U.K.
company under this Agreement, and in particular shall keep all data concerned
with the manufacturing processes under lock and key.
utmost secrecy in connection with any technical data supplied by the U.K.
company under this Agreement, and in particular shall keep all data concerned
with the manufacturing processes under lock and key.
(12) It is agreed that the payment made to the U.K. company shall include the
compensation for use of the patent rights for the period of its duration, and
that the Indian company shall have the right for the period of its duration the
right to manufacture their products even after the expiry of this Agreement.
compensation for use of the patent rights for the period of its duration, and
that the Indian company shall have the right for the period of its duration the
right to manufacture their products even after the expiry of this Agreement.
(13)
The Indian company shall not, during the
continuance of the Agreement refer any technical or manufacturing problems or
difficulties to any one other than the U.K. company but shall regard and use
the U.K. company as its sole technical consultant.
The Indian company shall not, during the
continuance of the Agreement refer any technical or manufacturing problems or
difficulties to any one other than the U.K. company but shall regard and use
the U.K. company as its sole technical consultant.
(14) On the expiry of the period prescribed
herein or of extended period provided in clause 3 (supra) or upon the
termination of this agreement for any reason the Indian company shall return to
the U.K. company all copies of information data or material sent to it by the
U.K. company under this Agreement and then in its possession, and shall
expressly refrain from communicating any such information, technical data or
material received by it hereunder to any person, firm or company whatsoever.
herein or of extended period provided in clause 3 (supra) or upon the
termination of this agreement for any reason the Indian company shall return to
the U.K. company all copies of information data or material sent to it by the
U.K. company under this Agreement and then in its possession, and shall
expressly refrain from communicating any such information, technical data or
material received by it hereunder to any person, firm or company whatsoever.
IN WITNESS WHEREOF the
parties hereto have signed this Agreement this…………..….……………………..….. day of…………..….………….
2020 in the presence of the following:
parties hereto have signed this Agreement this…………..….……………………..….. day of…………..….………….
2020 in the presence of the following:
WITNESSES:
1.
2.
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