Clauses for Giving Technical Advice 1.     “ABC shall undertake through its staff all the duties normally undertaken by technical advisers to a mining company with regard to the technical advice in respect of the operation of the said undertaking and in particular but without detracting from the general nature of the above provisions ABC shall- a.     give to the company all such technical advice including mechanical and electrical, engineering matters incidental thereto as may from time to time be requested by the company for the proper working of the said undertaking. b.    once in every year cause a member of its staff who shall be a mining or mechanical or electrical engineering or metallurgist as agreed between the company and ABC to visit the said property for the purpose of conferring with the general manager or other proper officials of the company and inspecting the said property where after ABC shall report to the company on such visits provides always that if in addition of such annual visits provided always that if in addition to such annual visits ABC shall at the request of the company send out to the said property for any purposes either a member of its technical staff or an independent consultant the company shall pay to ABC (in addition to the remuneration payable under clause 6 hereof and any sums payable under clause 8 hereof) such sum as shall be agreed between Gold Fields and the company ; c.     give to the company’s general manager or other proper officials such advice and assistance as may be reasonable or advisable for the purpose of implementing any recommendations made by ABC and approved by the company………………..” Download Word Document In English. (Rs.15/-) Download Word Document In Marathi. (Rs.15/-)

Agreement for Use of Trade Mark AGREEMENT made at __________this ___________day of ___________between Mr. _______________ carrying on business at _____________Hereinafter referred to as ` the Licensor' of the One Part  and Mr. _____________carrying on business at ____________  Hereinafter referred to as the Licensee of the Other Part . WHEREAS 1.     The Licensor is the registered owner of a trade mark in connection with the goods known as ____________ and which trade mark is registered under the  Trade and Merchandise Marks Act, 1999,  and particulars thereof are given in the Schedule hereunder written. 2.     The Licensor is suspending his business for some time in the area of ____________and, therefore at the request of the Licensee proposes to allow the Licensees to use the said Trade Mark for some time in the said area for sale of similar goods manufactured and sold by him on the following terms and conditions: NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS 1.     The Licensor hereby gives license or permission to the Licensee to use the said trade mark particulars whereof is given in the Schedule hereunder written for sale of similar goods (as that manufactured by the Licensor) now being manufactured and sold by the Licensee provided that, the said goods are wholly manufactured by the Licensee alone. 2.     The Licensee undertakes that the said goods will be sold by him under the said trade mark in the said area only. 3.     The Licensee will not be entitled to assign the said trade mark to or allow it to be used by any other person. 4.     The duration of this agreement will be for a period of two years from the date hereof. 5.     The Licensee will not do any act whereby the registration of the said trademark will be jeopardized. 6.     The Licensee guarantees that the quality of the said goods to be manufactured and sold by him will be the same as that of the goods manufactured and sold by the Licensor. 7.     The Licensee shall, in consideration of the grant of this License, pay to the Licensor a sum of Rs___________ per month as royalty, and such payment will be made on or before the 5th day of each month in advance for that month. The amount for the current month has been made on the execution of these presents and each subsequent payment will be made on or before the 5th day of each succeeding month. 8.     The Licensor will be entitled to inspect and to inquire as to whether the said trademark is being properly used and the quality of the goods is as per the standard laid down by the Licensor. 9.     If any person is found to infringe the said Trade Mark the Licensee shall immediately inform the Licensor to enable the Licensor to take suitable action in the matter. 10.    The Licensor will have no objection to the Licensee applying to the Registrar of Trade Marks for his being registered as a registered user of the trademark in the said area under the said Act. 11.    The Licensor agrees and undertakes that while selling the goods, in the said area, the Licensee will, indicate that the trade mark is being used only by way of permitted use. 12.    If the Licensee commits breach of any of the terms hereof the Licensor shall be entitled to cancel this agreement by giving fifteen days prior notice to the Licensee to that effect. 13.    On the termination of the Licensee hereby granted by efflux of time or otherwise the Licensee shall stop using the said trade mark for sale of his goods and if he does not do so he will be liable to pay compensation to the Licensor at the rate of Rs._____________ per day of such user. IN WITNESS WHEREOF THE PARTIES hereto have put their respective hands the day and year first hereinabove written. THE SCHEDULE ABOVE REFERRED TO Signed and delivered by the within named Licensor Mr......................... In the presence of........................ Signed and delivered by the within named Licensee Mr....................... In the presence of............................ Download Word Document In English. (Rs.20/-) Download PDF Document In Marathi. (Rs.20/-)

Agreement to Help an Indian Industry for Putting Up Plant and Machinery Download Word Document In English. (Rs.40/-) Download PDF Document In Marathi. (Rs.40/) This Agreement is made at ………..... this ... day of …………….. between M/s. ABC Co. Ltd., a Company registered under the Indian Companies Act, 1956, and having its registered office at ………………………... hereinafter referred to as 'the Indian Company' of the One Part and M/s. XYZ Co. Ltd., a Company incorporated under the laws in force in ... and having Its office at …………………... hereinafter referred to as the 'Foreign Company' of the Other Part. Whereas the Indian Company has established a factory at ... by purchasing a highly technical machinery and equipment from the Foreign Company. And Whereas at the treaty of the purchase of the said machinery and equipment It was agreed that the Foreign Company shall render all assistance In the maintenance and repairs of the said machinery and equipment on the terms and conditions agreed upon between the parties and to he subsequently recorded In writing. And Whereas it is now proposed to execute these presents recording the said terms and conditions. And Whereas this agreement is subject to the approval by the Reserve Bank of India or the Government of India. Now It Is Agreed Between The Parties Hereto As Follows: - 1.     The Foreign Company agrees and undertakes that whenever required by the Indian Company. the Foreign Company will send to India one of its technician who would be expert in the matter for which his help is required and he will attend to the matter of repairs or maintenance of any part of the said machinery and equipment and will have the work involved carried out. 2.     The travelling expenses of such expert deputed as well as expenses of such expert incurred during his stay In India for travelling, boarding and lodging will be paid by the Indian Company. 3.     If any expert sent by the Foreign Company fails to do the job of repairs or maintenance satisfactorily the Foreign Company will at its own expense, send one or more other experts to do the job involved. 4.     The Foreign Company agrees to supply at the market rates such spare parts tools and other items or parts of the said machinery and equipment as will be required to carry out repairs and to keep the said machinery and equipment In working condition. The Indian Company will obtain necessary import license for such spare parts. tools etc. and the price thereof will be paid against Letters of Credit drawn in favour of the Foreign Company. 5.     For the services to be rendered by the Foreign Company as herein provided the Indian Company will pay to the Foreign Company lump sum royalty of .....………….. 6.     The lump sum royalty payable as aforesaid shall be paid to the Foreign Company In three Instalments unless otherwise stipulated In the approved latter of the Reserve Bank of India namely;                i        one third of the said amount will be paid on the approval of this agreement by the Reserve Bank and on this agreement being filed with the authorised dealer in foreign exchange.               ii        The second instalment of one-third amount will be paid on the supply of the know how.              iii        The third instalment of the balance will be paid after four years of the approval of the Reserve Bank and the agreement is filed with the authorised dealer in foreign exchange. 7.     All remittances of money to be made to the Foreign Company under this agreement will be made as per the exchange rates prevailing on the date of remittance. 8.     The payment to be made to the Foreign Company will be subject to payment of cess. if any payable under the Research and Development cess Act, of 1986. 9.     The Indian Company will also be entitled to deduct from such payment income tax, if any payable under the Income Tax Act 1961. 10.    Copy of this agreement signed by both the Parties will be filed with' the several other authorities as required by law. 11.    The Foreign Company will supply to the Indian Company the knows how or technical information necessary for the running of the said machinery and any improvements made therein from time to time. The Indian Company undertakes to maintain such know-how a secret and shall not disclose the same to any other person. The Indian Company will secure agreements from its employees who all acquire knowledge of the know-how to keep the same secret. 12.    The duration of this agreement shall be years from the date the Govt. approves this agreement but subject to the other provisions contained in the agreement. The said period may, however, be extended as may be mutually agreed. 13.    All payments to be made by one party to the other under this agreement shall be made as per the directions and in the manner approved by the Reserve Bank of India. 14.    The approval letter of the Government of India in the Department of Industrial Development shall be deemed to form part of this agreement. Any term of this agreement which is inconsistent with or contrary to any term or condition mentioned in the said letter of approval shall be treated as void and of no effect. 15.    This agreement will be treated as terminated on the happening of any of the events below mentioned :                        i        If any party hereto commits breach of any provisions of this agreement and the party who is alleged to have committed breach is served with a notice by the other party. three months prior to the intended date of termination by the other party and the former party has failed to amend the breach within the said period.                       ii        If any event happens which will make the performance of this agreement impossible including any force majeure event.                      iii        If either the Indian Company or the Foreign Company goes into either voluntary or compulsory liquidation according to or under the law by which it is, governed.                      iv        If the parties hereto mutually agree to terminate this agreement. 16.    All the sanctions, approvals, permissions, licences and other requirements of the Government of India and of any statutory authorities required for giving effect to all the terms and conditions, of this agreement shall be obtained by the Indian Company. 17.    In the event of any dispute or difference arising between the parties hereto or as to the rights and obligations under this agreement or as to any claim. monetary or otherwise of one party against the other or as to the interpretation and effect of any terms and conditions of this agreement, such dispute or difference shall be referred to Arbitration of a common Arbitrator if agreed upon otherwise to two Arbitrators, one to be appointed by each of the parties to this agreement and such Arbitration shall be governed by the Indian Arbitration & Conciliation Act, 1996. The venue for such Arbitration shall be ………….. in India. 18.    The validity of this agreement and the effect or meaning of the terms hereof will be decided according to the Indian Law. 19.    Any communication by one party to the other shall be made by registered post through airmail. with acknowledgement due or by telex or fax or cable. In case the communication is made by telex or fax or cable, the same will be subsequently but immediately thereafter confirmed by written communication sent by registered post as aforesaid. Any evidence showing the communication was posted or telex, fax or cable communication was made will be sufficient to prove the posting or sending the communication. 20.    In this agreement the expression 'know-how' shall include technical information such as inventories formulae, processes, engineering and manufacturing skill, scientific data, calculations, specifications. drawings, standards, sketches and all other relevant information and knowledge. 21.    The Foreign Company will, as a part of the know how render the following services namely - a.     to make a study of the market survey profitability and project report. b.    to provide latest manufacturing and engineering technology in the manner of production methods. c.     to advise the Indian Company in the manufacture of the said products so as to maintain required standard and technology. d.    to advise the Indian Company in the work of research and quality control of the said products e.     to advise the Indian Company in the matter of purchasing suitable raw materials and other accessories. f.     to assist the Indian Company in buying further suitable machinery spare parts, tools required in the manufacture. g.    to advise the Indian Company in the matter of marketing of the products selling and exporting the same. h.     to advise and assist the Indian Company in increasing the production in adopting proper and efficient system of production and efficiently maintaining the plant. i.      to advise the Indian Company for adopting matters for economising the costs of production without sacrificing efficiency j.      to advise the Indian Company generally in the best interest of the manufacture of the said products and the sale thereof 22.    None of parties hereto consenting the rights and benefits under this agreement to any other party without the consent writing of the other. 23.    Each of the parties hereto shall be deemed to include its successors or permitted assigns. In Witness Whereof the parties have put their respective seals the day and year first hereinabove written. The common seal of M/s. ABC Co. Ltd., is hereunto affixed pursuant to the resolution of the Board of Directors dated ………….... in the presence of Mr…………………...,a Director duly authorised in that behalf The common seal of M/s. XYZ & Co. Ltd., is hereunto affixed pursuant to the resolution of the Board of Directors dated…………….. in the presence of Mr. ……………... a Director, duly authorised In that behalf. Witnesses; 1. 2

Clauses Where Know-How is Required for Construction of Factory, Etc. 1.     ABC 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. 2.     The 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 agreement.” 3.     Bharat 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. 4.     ABC 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. 5.     Bharat 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. 6.     It 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 infringement. 7.     In 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. 8.     This agreement shall become effective in the date first above set forth and shall continue in force for a period of twenty five (25) years. 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Application for Bail before High Court under section 439, Cr PC In the High Court at MUMBAI (Criminal Miscellaneous Jurisdiction) In the matter of……………….. An application for bail under section 439, CrPC And In the matter of: AB Petitioner (in Jail Custody) versus The State of Maharashtra Respondent To The Hon'ble Mr. Chief Justice and his companion Justices of the said Hon'ble Court The humble petition of AB the petitioner above-named MOST RESPECTFULLY SHEWETH: 1. The petitioner is a respectable person having his own business. He is an income-tax payer. 2. Shri CM being the de facto complainant in order to harass and humiliate the petitioner has engineered a false case against the petitioner because of business rivalry and got him arrested by the police. 3. The evidence collected during investigation so far against the petitioner is very meagre. 4. The petitioner applied for bail before the Sub-divisional Judicial Magistrate………..on 2nd May 2010 but his bail was refused. 5. That the petitioner then applied for bail before the Sessions Judge, Alipore in Criminal Misc. Case No……….of………on…………but the Sessions Judge has also refused bail. 6. The petitioner is in custody over a month and the police duly interrogated him during the police custody and his further detention in custody is not necessary for the purpose of investigation of the case  7. That the petitioner has his permanent residence at…………, and carries on business and he has no chance of absconding. 8. The petitioner undertakes to abide by the terms and conditions that may be imposed upon him by the Hon'ble High Court and shall attend the Court of the Learned Magistrate as and when required. 9. That the petition is bona fide and made in the interest of justice. In the circumstances the petitioner humbly prays Your Lordships may be graciously pleased to direct the release of the petitioner on bail or pass such other order as Your Lordships may deem fit and proper. And your petitioner as in duty bound shall ever pray. Advocate of AB………….Sd. AB Verification I, AB, son of MN, by occupation business, resident of……..at preset in Alipore Jail custody do hereby solemnly affirm and say as follows: 1. I am the petitioner above-named and I know the facts and circumstances of this case. 2. The statements in paragraphs 1 to 9 of the foregoing petition are true to my knowledge and belief. 3. I sign this verification on Solemnly affirmed by the said AB on…………….at the Court House in Before me Commissioner Download Word Document In English. (Rs.20/-) Download PDF Document In Hindi. (Rs.20/-)

Form of Foreign Collaboration Agreement (Formation of a New Company) Download Word Document In English. (Rs.50/-) This Agreement is made the ... day of ………….... 2000, between M/s. ABC & Co. Ltd., a company Incorporated in India and having its business address at ………………......... (hereinafter called 'the Local Company' of the One Part And M/s. XYZ and Co. Ltd., a company Incorporated in .………………… and having its registered office at ………………………………….. (hereinafter called the Foreign Company') of the Other Part. Whereas the Local Company is carrying on the business. inter alia of manufacturing ... for export. And Whereas the foreign company Is carrying on the business inter alia in the manufacture of .……………………. And Whereas the parties hereto have, after several consultations with each other shown the intention to co-operate with each other and enter into a joint venture relationship for the manufacture of ... (hereinafter referred to as 'the Product') for the consideration and upon the terms and conditions herein contained. And Whereas pursuant to the aforesaid intention of the parties hereto they propose to procure the formation of a Limited Company in India known as .………………..under the Indian Companies Act, 1956, (hereinafter called 'the Company') which would have an authorised share capital of Rs. …………... (Rupees …………………... ) divided into ……... ordinary or equity shares of Rs...………..each and an issued share capital of Rs. ………………. Now It Is Hereby Agreed between the parties as follows: - 1.     Forthwith upon the execution of this agreement the parties hereto shall get registered a Company in the name of M/s. …………….. Ltd., (and which name is approved by the Registrar of Companies at ………………….. ) with the said Registrar under the Indian Companies Act. 1956, In terms of the Memorandum and Articles of Association in the form of the drafts which have been approved by the parties and shall comply with the other requirements of such registration. 2.     The rights attaching to the shares of the Company have been set out in the draft Articles of Association referred to in Clause 1 hereof. 3.     Each of the parties hereto undertakes to the other – 1.     To perform and observe and (so far as it is able by the exercise of voting rights or otherwise so to do) to procure that the Company will perform and observe all the provisions of this Agreement. 2.     To take all necessary steps on its part to give full effect to the provisions of this agreement, and 3.     without prejudice to the generality of the foregoing, to exercise and procure that every person for the time being representing it will exercise or refrain from exercising any rights of voting at any meeting of the members or of the Directors of the Company so as to ensure the passing of any and every resolution necessary or desirable to procure that the affairs of the Company are conducted In accordance with this agreement and otherwise to give full effect to the provisions of this agreement and likewise so as to ensure that no resolution is passed which does not accord with such provisions. 4.     The registered office of the Company shall be at ... ………… 5.     The parties hereto agree that the share equity In the Company shall be in the following proportion: a.     The Foreign Company shall hold ... per cent, and b.    The Local Company shall hold percent of the total issued share capital of the company at any one time throughout the period of this joint venture. 6.     All shares issued shall be paid in full in cash and/or in kind to the Company but no additional shares shall be issued without the prior mutual agreement of the parties hereto. However. the parties hereto shall have pre-emptive rights in proportion to the number of shares held by each of them with respect to any new issuance of shares of the Company, subject to approval of SEBI, if required. 7.     Neither of the parties hereto shall pledge, sell, transfer or otherwise encumber or dispose of all or any of the shares of the Company without the written consent of the other party. 8.     As provided in the draft Articles of Association referred to in Clause 1 hereof the number of Directors of the Company shall be ........... of whom ………….... will be nominated by the Foreign Company and ... by the Local Company respectively hereto. Before the commencement of each financial year of the Company the Directors shall appoint one of their members to be the Chairman of the Board throughout such financial year and the person so elected shall be nominated in respect of alternate years by the parties hereto. The chairman shall have a casting vote at meetings of directors or at general meetings of the Company. The first Chairman of the Company shall be nominated from the Local Company. No director so appointed as herein provided shall be entitled to remuneration whatsoever unless otherwise agreed by the parties hereto. 9.     In the event that a director vacates his position at any time for whatsoever reason the vacancy shall be filled by the nomination of the party whose nominated director as aforesaid has vacated his/her position. 10.    The Board of Directors shall decide the time and venue for convening all meetings of the Company, provided that they will be held always in India. 11.    All general meetings of the Company shall be conducted in the language understood by the parties hereto and/or the shareholders of the Company but all the minutes of such meetings shall he written in the English language. 12.    The quorum for meetings of Directors of the Company and the procedure for transacting business at meetings of Directors of the Company shall be as prescribed in the draft Articles of Association referred to in clause 1. 13.    The Local Company will arrange for the necessary accounting and other essential services and facilities to be provided for the Company on terms to be approved by the Directors of the Company. 14.      a.     the accounts of the Company shall be made upto the 3lst day of March in each year. b.    The annual statement of account of the company shall be audited by an independent Chartered Accountant to be appointed on the mutual agreement of the parties hereto. The Company shall issue to the shareholders on a semi-annual basis and within sixty (60) days of the end of the relevant month the financial statements together with the report on operations for the period covered by the financial statements and which shall be submitted In the English language at the expense of the Company. 15.    The Company shall open a bank account with the Bank of.... and such account shall be operated by any two (2) Directors of the Company or otherwise as may be determined by the Directors of the Company from time to time. 16.    The Directors shall appoint two (2) Joint Representative Directors for the Company, one of whom shall be nominated by the Local Company and the other by the Foreign Company, who shall be responsible for the operation and administration of the Company in accordance with the decisions of the Directors. The Joint Representative Director nominated by the Foreign Company shall be designated the President of the Company and the Joint Representative Director nominated by the Local Company shall be designated the Vice-President of the Company. 17.    The Directors of the Company may appoint a manager for the day to day management of the affairs of the Company and/or a manager for direction of manufacturing and sale of the product. 18.    Except with the approval of the Directors of the Company – a.     The Company shall not engage in any other business than the manufacture of the Product. b.    The company shall not make or incur any commitment for capital expenditure. and c.     The Company shall not enter into any contract or engagement of a material nature outside the normal course of business. 19.    This Agreement shall continue to be in effect so long as both parties remain the shareholders of the Company in the manner aforesaid unless the same is earlier terminated as provided here in below by written notice of one party to the other of its intention to terminate this agreement : a.     In the event that the necessary approvals by the Government authorities for this joint venture and/or the necessary approvals for the manufacture of the Product and such other related matters are not obtained within three (3) months from the date of this agreement or such other period the parties hereto may agree to. or b.    In the event that either party commits a breach of any of the terms of this agreement, provided that. the other party in writing requires the former to remedy such breach within ninety (90) days from the date of the notice and the party receiving such notice has failed to remedy the breach, or c.     In the event of any acts by force majeure which either of the parties are unable to remedy within ninety (90) days of its happening, or d.    In the event that either party hereto goes into liquidation voluntarily or compulsorily or enters into composition with its creditors or restructures Itself or does anything whereby its corporate entity Is so materially changed so as to adversely affect this joint venture and/or this agreement ; or e.     In the event that there be intervention by the local authorities thereby making the joint venture not viable to continue ; or f.     In the event that the parties hereto mutually agree to the termination of this agreement. 20.    If either party hereto gives notice of termination of this agreement as aforesaid the party giving the said notice shall offer in writing the sale of its shares in the Company to the other party at the fair market value then prevailing and if the party receiving the said offer does not accept the offer itself or by Its nominee or nominees within ninety (90) days from the date of the said notice then the Company shall be deemed to go Into voluntary liquidation in which event a liquidator will be appointed for the eventual dissolution of the Company. For the purpose of this Clause the phrase 'fair market value' shall mean the price per share as agreed upon by the parties hereto or in the event the parties are unable to agree within the said period of ninety (90) days the price per share shall be determined by the Independent Chartered Accountant of the Company and such determination shall be final and binding on the parties hereto. 21.    The failure of either party to insist on the strict and punctual performance of the provisions of this agreement shall not constitute a waiver of or estoppel against asserting the right to require such performance nor should a waiver or estoppel in one Instance constitute a waiver or estoppel with respect to a later breach whether of similar nature or otherwise. Nothing in this provision shall prevent a party hereto from enforcing Its rights by such remedies as may be available in lieu of termination of this agreement as specified in Clause 18 hereto. 22.    In the event that there be any term or provision of this agreement becoming invalid, illegal or unenforceable in any respect after execution hereof such invalidity or unenforecability shall not affect any other term or provision of this agreement and this agreement shall be interpreted and construed as if such Invalidity illegality or unenforecability had never existed and/or contained in this agreement. 23.    The failure or delay of either party hereto to perform any obligation under this agreement solely by reason of acts of God, acts of Governmental policies (otherwise than provided herein) riots. wars, strikes, lockouts. accidents in transportation and/or such other causes beyond the party's control shall not be deemed to he a breach of this Agreement. Provided Always, if the party is so prevented from performing as herein stated it shall continue to take all expedient steps and/or actions within its ability to rectify the situation. 24.    Except where the nature of the happening is such as to prevent the party from doing so the party suffering from the acts by force majeure shall notify the other party in writing within seven (7) days after the occurrence of such happening. 25.    This agreement shall not be construed by either party hereto as constituting each of them the agent of the other nor the Company as the agent for either of them. 26.    This Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective successors and assigns but any assignment of this agreement by one party shall not be effective without the written consent of the other party being first had and obtained. 27.    The costs and expenses incidental to this Agreement shall be paid by the parties hereto but such payments shall be reimbursed by the Company after the execution hereof. 28.    The terms and conditions, apart from those contained herein, on which the Foreign Company has agreed to collaborate and to render necessary help in the manufacture of the said product by the Company by supplying the know-how and transferring its patents and trade marks, have been recorded in a draft of the agreement to be entered into between the Company and the parties hereto and such draft which is approved by both the parties hereto and is annexed hereto as Annexure A shall be deemed to form part of this agreement. On the registration of the said Company the said draft agreement will be got adopted by the Board of Directors of the Company and shall be thereafter executed by and on behalf of the Company and the parties hereto so as to be binding on the Company. 29.    The parties hereto shall get the Articles of Association of the Company amended, if required, to make them consistent with the terms of this agreement. 30.    The parties hereto covenant with each other as follows a.     that it will carry out the provisions of this agreement in good faith and in the spirit it is executed. b.    that it warrants and represents to the other party that it has no outstanding commitments or obligations which would impede its ability and right to enter into this agreement and/or fulfill its obligations hereunder except for those disclosed in writing at the time of the execution hereof. c.     That it will indemnify the other party if the aforesaid warranty and/or representation is found to be false or untrue and save it harmless from all damages, fines, costs and such other expenses in consequence thereof. d.    That it will not engage or participate in any manner with any other party in any venture within India which may compete and/or be detrimental to the Company's manufacture and sale of the Product or the goodwill and wellbeing of the Company generally, and e.     that it will do such acts and/or deeds as are necessary and beneficial to the Company upon the request by the other party hereto. 31.    All disputes and/or differences arising between the parties hereto with regard to this agreement including Annexure A hereto or the duties, powers or liabilities or either party hereunder or with regard to the construction of any clause hereof or any act or thing to be done in pursuance thereof or arising out of anything herein contained whether during the continuance of this agreement or upon or after its termination by any act of either party hereto or otherwise shall be referred to a single Arbitrator In accordance with the provisions of the Indian Arbitration & Conciliation Act, 1996. 32.    Any notice required or permitted to be given hereunder shall be in writing and may be given by the personal service or prepaid mall or by electronic transmissions to the parties hereto at their addresses specified below : To the Local Company: ... To the Foreign Company: ... and any such notice given shall be deemed to have been received by either of the parties hereto within fourteen (14) days after it has been posted and if it is sent by electronic transmission it shall be deemed to have been received within forty eight hours after it has been transmitted. For the purpose of showing proof of posting and/or transmitting it shall be sufficient to produce a letter. a telex, a cable and/or a telefax message containing the notice and properly addressed, posted and/or transmitted to the party intended there for. 33.    This agreement shall be construed and shall take effect in accordance with the law in India. As Witness the Common Seal of the parties hereto have been hereunto affixed, the day and year first hereinabove written The common seal of M/s. ABC Co. Ltd., is hereunto affixed pursuant to the resolution of the Board of Directors dated ………….... in the presence of Mr…………………...,a Director duly authorised in that behalf The common seal of M/s. XYZ & Co. Ltd., is hereunto affixed pursuant to the resolution of the Board of Directors dated…………….. in the presence of Mr. ……………... a Director, duly authorised In that behalf. Witnesses; 1. 2.

Written statement of the defendant-tenant in an eviction suit IN THE COURT OF THE SMALL CAUSES JUDGE,                                          Civil Suit No./----------------- 200_ Shri __L N D        _       Plaintiff                                                 Versus Shri   T N T _        Defendant A WRITTEN STATEMENT OF THE DEFENDANT The defendant above-named submits this statement, praying to state as follows: That the contents of para 1 of the plaint are true and correct, and hence, admitted by this defendant. That the contents of para 2 of the plaint are likewise true and correct, and hence, call for no comments. That the contents of para 3 of the plaint are partially true and partially false, and the defendant submits that the said amount of rent is Rs, 150/- is inclusive of all other charges and taxes. That the contents of para 4 of the plaint are baseless, false and frivolous, and while denying the same, this defendant submits that the defendant time and again offered the amounts of rent to the plaintiff, but it was the plaintiff alone who refused to accept the same. That with respect to the remaining contents of the said para 4 of the plaint, this defendant also submits for the kind consideration of this Hon'ble Court that the defendant has so far sent to the plaintiff as many as six money orders which were refused by the plaintiff, and hence, the defendant committed no default on that count. That the contents of para 5 of the plaint are denied by this defendant, and this defendant submits that the plaintiff be put to the strict proof of the same. That the contents of para 6 of the plaint amount to a sheer piece of fabrication on the part of the plaintiff, and this defendant brings to the kind notice of this Hon'ble Court that it is the plaintiff alone, and not this defendant, who has constructed a big bungalow at Kothrud, and since he himself shifted his own residence there for the last more than three years, he has never turned up even to collect the rent of the suit property or to pay a visit to the premises in his own possession there,   and,  thus,  the plaintiff does not require any premises, much the less the suit premises. That the contents of para 7 of the plaint are misleading, and the particulars of money claim are wrongly calculated.  That the contents of para 8 of the plaint to the effect that the suit premises were taken for the purpose of running dispensary but subsequently, the defendant changed the user thereof by converting the same for residence of his family are wrong and misleading, and this defendant submits that the said premises were taken only for the purpose of residence and no other use. That the defendant furthermore submits that there was no cause of action for the plaintiff to file the present suit against the defendant. That the defendant also submits for the kind and sympathetic consideration of this Hon'ble Court the very fact that the plaintiff has malicious plans and designs to make money by disposing of the suit property, and hence, he has been trying to make out a false case. That the defendant, therefore, prays that - (A)The suit of the plaintiff be kindly dismissed with costs; (B)The costs of this defendant, be awarded from the plaintiff; and (C)Any other orders in the interest of justice be kindly passed. Mumbai,                                                                                           Sd/- TNT Dated: ..                                                                                DEFENDANT Sd/- xXx      ADVOCATE FOR DEFENDANT VERIFICATION I, Shri TNT, the present opponent, do hereby state on solemn affirmation that the contents of this statement in paras 1 to 11 are true and correct to the best of my knowledge and belief, so I have signed hereunder. Sd/- TNT DEFENDANT Download Word Document In English. (Rs.15/-) Download PDF Document In Hindi. (Rs.15/-)

Form of Foreign Collaboration Agreement An Agreement executed this ……………. day of…………………. Between ………………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 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………………….; And Whereas the Indian Company 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 are desirous of procuring the latest technique and know-how related to the manufacture of the above-said commodities ; Whereas the Indian Company thereof approached the U.K. Company who have considerable experience in the line of manufacture engaged in by the Indian Company and requested them to extend to them 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 to requisite know-how in the form of designs , plans, engineering drawings, technical advice and also to supply technicians to advise for improvement of the existing factories, machinery, and plant and also 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- 2.       a.     technical advice and know-how for the purpose of improving or adding to the existing factories and installing additional plant and machinery if necessary for the manufacturer of……………………. b.    further the necessary plans, factory-designs and 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 ; d.    lend the services of their technicians to assist the Indian Company in carrying out the improvement to the factories and for installing additional plant and machinery: e.     provide technicians from their own staff to 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. g.    Advice 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. 3.     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 : a.     One-third on approval of the agreement by the Central Government; b.    One-third, on the U.K. Company supplying the Indian company necessary charts, plans, engineering drawings, documentation and other technical date as know-how which shall be done within 15 days from the date of approval of this agreement by the Central Government. c.     The balance 1/3 in three equal annual installments thereafter commencement of production. 4.     This agreement shall be in force for a period of 5 years at the first instance, subject to extension for a further period of 3 years by mutual agreement and subject to approval by the Central Government. 5.     The Indian Company may put not bound to use foreign brand names on their products for internal sale or on products to be exported. 6.     There shall be no restriction on the Indian Company exporting their products to foreign countries. 7.     The Indian Company shall not have the right to pledge, mortgage or assign to sub-licensee the technical know-how, data, engineering designs, lay-out, etc. to other parties, without the consent in writing of the U.K. Company. 8.     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. 9.     Technicians who may be deputed by the U.K. Company to the Indian Company to advice and assist the Indian Company under this agreement shall be paid their salary, travelling expenses and boarding and lodging by the Indian Company. 10.  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 CI. 1(f) (supra). 11.  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. 12.  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 connected with the manufacturing processes under lock any key. 13.  It is agreed that the payment made to the U.K. Company shall include the compensation to use of the patent rights for the period of its duration and that the Indian Company shall have the rights to manufacture their products even after the expiry of this agreement. 14.  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 as its sole technical consultant. 15.  On the expiry of the period prescribed herein or of extended period provided in CI. 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……………,2000 in the presence of the following : WITNESSES 1. 2. Download Word Document In English. (Rs.30/-) Download PDF Document In Marathi. (Rs.20/-)

Joint Venture Agreement – Specimen Clauses Download Word Document In English. (Rs.40/-) Download PDF Document In Marathi. (Rs.40/-) 1.       Information of Joint venture Company 1.     Local and foreign (or else Local along) shall take all necessary steps for the incorporation of a (type of corporation to be formed) corporation under the laws of (jurisdiction of incorporation), which said corporation shall be hereinafter referred to as the “Joint Company’ 2.     Local and foreign (or else Local alone) shall cause the Joint Company to be duly organized in accordance with the terms of this Agreement, with (name for the documents of incorporation, under the law of the jurisdiction of incorporation, such as “Statutes” “Letters Patent of Incorporation”, “Memorandum and Articles of Association” etc.), which in the English translation shall read in substantially the form schedule attached hereto. 3.     The costs of incorporating the Joint Company shall be borne equally (or accordingly to some other formula) by foreign and Local. 4.     If any of the provisions contained in the said Schedule should not be approved by the appropriate authority for inclusion in the documents of incorporation of the Joint Company, then the parties agree to make such amendments thereto as shall be acceptable to the said appropriate authority without altering their purpose or intention, or failing such amendment, to take all such other steps and do such other things, including the execution of any other agreements as may be necessary, to achieve the interest and purpose of such of the provisions as may not have been found acceptable by the said appropriate authority. 2.       Payment for equity participation In payment for the shares of the Joint Company to be acquired by Foreign (Local ) at the time of incorporation of the Joint Company (or, within-days after the incorporation of the Joint Company), Foreign (Local) shall assign and transfer to the Joint Company), Foreign (Local) shall assign and transfer to the Joint company. 1.     Cash : (amount ) in cash. 2.     Machinery and Equipment : All the machinery and equipment set forth in Schedule-annexed hereto, which said machinery shall become the sole property of the Joint company, free and clear of all liens, charges and claims of any king whatsoever. 3.     Land : The absolute title, free and clear of all liens, charges and claims of any kind whatsoever, to the real property and all buildings and other structures thereon, including all fixtures, equipment and machinery located therein situated at (municipal address) which said real property, buildings structures, fixtures, equipment and machinery are more specifically described in the schedule annexed hereto. 4.     Industrial Property : a.       Assignment                                i        Patents : Foreign’s entire right, title and interest in and to all unexpired patents and patent applications theretofore issued or assigned to or filed by Foreign anywhere in the world to the Licensed Products or to the production, manufacture or use thereof (a list of such patents and patent applications heretofore issued or assigned to or filed by Foreign being set out in the attached Schedule), together with all rights which Foreign then has to apply for patents in the territory on inventions relating to the Licensed Products or to their production, manufacture or use, and including all of Foreign’s rights with respect to patents which may thereafter issue anywhere in the territory or any such patent applications and with respect of divisions, patents of addition, continuations, renewals, reissues and extensions of all such patents, patent applications and patents which may issue on such patent applications ;                                       ii        Trade Mark and Trade Name : Foreign’s entire right, title and interest in and to all rights in the territory which it then has to all of the following trade marks and trade names, namely : (to all the trade marks and trade names set out in the attached Schedule); b.      Licenses : Foreign shall enter into a Licence Agreement with the Joint company in the form as set out in Schedule-hereto annexed, under which said Licence Agreement the Joint Company shall become the exclusive licensee for the world for all unexpired patents and patent applications of foreign for the Licensed Products or to the production, manufacture or use thereof, together with all rights which Foreign then has to apply for patents in the territory on inventions relating to the Licensed Products or to their production, manufacture or use, and including all of Foreign’s rights with respect to patents which may thereafter issue anywhere in the territory or any such patent applications and with respect to divisions, patents to addition, continuations, renewals, re-issue and extensions of all such patents, patent applications and patents which may issue on such patent applications ; c.       Sub-licenses : Foreign’s entire right , title and interest in and to all rights in the territory which it then has under patents owned by others relating to the Licensed products or to their production manufacture or use , a list of Foreign’s present right under such patents being set out in the attached Schedule. 5.      Technical Date : Foreign’s entire right, title and interest in and to the sue in the territory of all Technical Date which Foreign is then entitled to use anywhere in the world ; and thereafter during the term of this Agreement, Foreign shall assign and transfer promptly to the Joint company any and all rights in the territory with respect to Technical Date relating to the Licensed Products and all other products being manufactured by the Joint Company, which Foreign shall acquire during such term incidental or relating to such products; foreign shall take all such action and shall execute all such documents as the Joint Company referred to above, including, without limitation, the full and complete disclosure to the Joint Company of Foreign’s Technical Data, and lists of Foreign’s distributors and customers for all of the Licensed products and other products produced or sold by foreign which may be similar to the products manufactured or sold from time to time by the Joint Company. In the above Section, the term “Technical Data” shall mean formula, inventions, whether or not patentable, secret processes and technical information relating to the products and to the production, manufacturing, engineering and test data, specifications, application, instructions, information, regarding uses, raw materials and methods for controlling and analysing quality and sample copies of advertising and publicity materials, except that information received in confidence from others or information forbidden to be disclosed by virtue of any law or governmental regulation restricting the dissemination of such information shall not be included. Note:  Indian government does not normally allow adjustment of share Capital against equipment or know-how fee transferred by the foreign party to Indian Joint Venture Company. 3.       Decision by Board of Directors A. Simple majority  : All decisions of the Board of Directors shall require an affirmative vote of at least (number-it should be half of the total number of directorship plus one ) directors. OR B. Special majority  : All decisions of the Board of Directors shall require an affirmative vote of at least (number it should be half of the total number of nominees of the partner with the largest number of nominees on the Board, plus one for each of the other partners) directors. AND/OR C. No casting vote :  The chairman shall not have a casing or second vote in the event of a deadlock. 4.       Distribution of profits A.    The parties hereto recognize that their own and the best interest of the joint Company will be best served by taking all reasonable steps to ensure the expansion of the production facilities of the Joint Company as rapidly as market conditions permit, and to this end, agree to retain sufficient earnings in the Joint Company before distributing profits to the shareholders, as shall be reasonably required in the circumstances to provide for such expansion and for the other requirements of conducting the affairs of the Joint Company according to sound business practices. OR B.    Before any profits of the Joint Company shall be distributed as dividends to the shareholders thereof…………per cent of each year’s net profits after tax shall be set aside to meet the capital and other requirements of the Joint Company. 5.       Grant of Licence 1.     The licensor shall make available to the Licensee without charge and as required by the Licensee all such technical data and information as shall be necessary for the Licensee to manufacture, sell and service the licensed products and all products related thereto. 2.     If the Licensee shall desire technical assistance in connection with the manufacture, sale, application or servicing of the licensed products and all products related thereto, the Licensor shall make available to the Licensee the services of trained personnel for and during such period as the Licensee shall reasonable require. 3.     Representative of the Licensor and the Licensee shall from time to time consult with each other regarding research, production, sales, servicing, advertising and promotion pertaining to the manufacture of the licensed products, and including all developments and improvements in respect thereof, and the Licensor shall do all such things as shall be necessary to supply all the technical data and information and technical assistance in respect thereof as the Licensee shall request in accordance with the terms of the two preceding paragraphs. 6.       Grant of sub-licence a.     The Joint Company shall have the right to assign the benefits to this Agreement, and to sub-licence the rights to the trade names and trade marks, to such other parties and upon such terms and conditions as it shall in its absolute discretion determine, provided, however, that it remains responsible to Foreign for its obligations hereunder and provided that such assignment or sub-licence shall apply only to the designated territory. 7.       Trade mark d.    Foreign hereby grants to the Joint Company the right during the continuance and subject to the provisions of this Agreement to use each and every of the trade arks and trade names upon or in connection with the authorised products manufactured and/or assembled by or on behalf of the Joint Company within the territory and which comply with the relative standards, and the Joint Company agrees that it will use the trade marks and trade names upon or in connection with al authorised products so manufactured and/or assembled. e.     The right of the Joint Company to use the trademarks and trade names as aforesaid is an exclusive right for the whole of the territory. 8.       Grant of Technical Assistance 1.     Foreign shall furnish to the Joint Company detailed plans, specifications, blueprints and other date and information sufficient to enable a qualified contractor or contractors to construct production facilities at (address of site in host country) capable of producing (quantity) per year of ( list products), which said production facilities shall be capable to being altered, added to or expended in an economical fashion so as to increase the production of the above said products or to adopt the facilities for the production of other related or similar products as the business exigencies of the Joint Company may from time to time require, and shall be of the latest, most modern and most economical design, and shall be capable of producing the said products in the most efficient and economical fashion. 2.     Foreign hereby warrants and guarantees that the said production facilities shall satisfy all the above requirements. 9.       Installation of Plant & Machinery Foreign shall furnish to the Joint Company all the necessary technical assistance to assemble and install the equipment and machinery in the plant so that it will function in the matter required in the specifications. 10.    Maintenance Facilities Foreign shall furnish to the Joint Company all the technical data, information and assistance necessary to ensure the effective operation and maintenance of the machinery and equipment, including : a.     A list of recommended plant spares; b.    Lubrication and maintenance manuals’; c.     Detailed operating instructions ; d.    Detailed manuals indicating the construction and assembly of each model and typed of machinery and equipment ; 11.    Operation of Facilities Foreign shall furnish to the joint Company technical assistance and advice on all aspects of plant operation including, but without limiting, the generality of the foregoing : a.     Scheduling, material specifications and ordering, and production techniques relating to the manufacture of the products. b.    Quality control and production planning; c.     Methods, studies and other industrials engineering activities in connection with the organizing, planning , training or personnel, and development of operating practices and procedures to obtain the most efficient use of the production facilities; d.    Recommended safety procedures. 12.    Testing Facilities 1.     The Joint Company shall not be required to accept the plant or production facilities until, such time as it shall be wholly satisfied that the said production facilities are capable of producing the required products in the required quantities. 2.     Accordingly, before such acceptance, representative samples of each type of product to be produced by the Joint Company shall be sent to (name of independent testing agency or firm ; or to Foreign’s main production plant) for testing to ensure their compliance with the required standards and specifications and that they have been constructed in a good and workmanlike manner, and the Joint Company shall have been furnished with a guarantee and warranty of the satisfaction of such conditions. 13.    Research and Development Foreign shall during the term of this Agreement, provide to the Joint Company all technical information and assistance as shall be necessary to keep the Joint Company aware of, current with, and able effectively to use, the latest developments in technology applicable or relating to the manufacture, sale or use of the products to be produced by the Joint Company. 14.    Training Foreign hereby undertakes to provide training and technical assistance to the Joint Company upon the following terms and conditions : 1.       a.     Prior to the start-up of production, Foreign agrees to accept for training up to (maximum number) operating employees of the Joint Company as its plant located (site of Foreign’s plant) for periods of at least-months each. b.    It is understood that the maximum number of such employees to be trained by Foreign at any one time shall be and that they shall be made familiar with all operational and technical aspects of production as relate to or are similar to the production operation to be undertaken by the Joint Company. c.     The Joint Company shall have no obligation to pay for the costs of such training, other than to pay for their travelling expenses to and from (Foreign’s Country) and their salaries, if any. d.    Foreign will use its best efforts to assist in arranging for immigration visas for such trainees and in finding suitable living accommodation at reasonable prices for such trainees while they shall be in (Foreign’s Country). 2.     For a period prior to the start-up of production and during the initial operating period, which initial operating period shall not last longer than-days, Foreign agrees to provide to the Joint Company : a.     One qualified production supervisor, and –assistants, all of whom shall be graduate engineers, who, besides their responsibilities in respect of readying the plant and operating facilities for the start-up of production and the initial operating period, shall assume responsibility for training all the operating employees of the Joint Company in their operating functions. b.    One qualified individual who will assist in the recruitment and hiring of the necessary employees and in the development of personnel and labour relations skills in the Joint Company. c.     The Joint Company agrees to reimburse to Foreign all expenses in respect of such individuals, including their salaries, travel expenses and living expenses while in (host country), provided that such expenses inclusive of all taxes but exclusive or travel to and from (host country), shall not exceed-per man per month. d.    Local agrees to use its best efforts to arrange for their immigration visas into (host county) and suitable accommodation while they should be in (host country). 3.     . a.     The Joint Company shall be entitled, from time to time and as it shall consider necessary, to require Foreign to send to (host country) such personnel or individuals as it shall consider necessary to assist the Joint Company in finding solutions to any of its problems and in training employees of the joint Company to cope with such problems. b.    The Joint Company shall reimburse to Foreign the expenses of such employees for the period during which they shall be absent from their regular business duties with Foreign, including their travel to and from the (host country) by economy fare air passage, their salaries and their living expenses, provided that the total of such expenses including all taxes but excluding the said air passage, shall not exceed-per man per month. 4.     During such time as said personnel supplied by Foreign shall be rendering technical assistance and training to the Joint Company, they shall not be regarded as employees of the Joint Company, for any purposes nor shall Foreign make any claim on behalf as such personnel arising from accident or any other cause. 15.    Restriction on sale of shares Foreign and Local agree that neither will sell, transfer, assign, mortgage, pledge or otherwise encumber or deal with any or all shares of the capital stock of the Joint Company without the prior written consent of the other except as is hereinafter provided and provided that this provision shall not apply to transfer of directors’ qualification share so long as the beneficial ownership of such shares is retained by Foreign or Local as the case may be. 16.    Buy-sell arrangement A. Complex agreement 1.     Either Foreign or Local (hereinafter in this clause called the “offer-or”) shall have the right at any time-after years from the execution of this Agreement by notice in written (hereinafter called the “original notice”) to the other to offer to sell to the other (hereinafter in this clause called the “offeree”) all but not less than all of the outstanding shares of the Joint Company then owned by the offeror at a price and terms to be specified in the original notice, provided, however, that the price shall be payable on the “closing date”, as hereinafter defined, and the balance shall be payable in not more than (number) annual installments and provided further that the original notice shall provide that the offeree shall have the right to elect to sell to the offeror all of the shares of the Joint Company then owned by the offeree at the price and then on the terms set forth in the original notice. 2.     Within 90 days after receipt of the original notice the offeree shall advice the offeror by “notice in writing (hereinafter called the “notice of election”) whether the offeree accepts the offer of the offeror to sell all but not less than all of the outstanding shares of the Joint Company owned by the offeror or elects to sell to the offeror all of the outstanding shares of the Joint Company owned by the offeree. 3.     If the offeree does not advice the offeror by notice in writing within the said period of 90 days as hereinbefore provided then the offeree shall be deemed to have accepted the offer of the offeror to sell all but not less than all of the shares of the Joint Company owned by the offeror in accordance with the terms of the original notice. 4.     The purchase and sale of the shares of the Joint Company any resulting from acceptance or deemed acceptance by the offeree of the offer of the offeror to sell contained in the original notice as aforesaid or the election by the offeree to sell to the offeror all but not less than all of the shares of the Joint Company owned by the offeree or the offeror, as the case may be as aforesaid, shall be completed on a date (hereinafter called the “closing date”) not later than ………days after receipt by the offeror of the notice of election, or if the offeree does not deliver a notice of election as aforesaid …………..days after receipt of the original notice by the offeree, at which time the nominees of the party whose shares are to be sold (hereinafter called the “vendor”) shall resign as directors, officers and employees of the Company and the other party who is purchasing the vendor’s shares (hereinafter called the “purchaser”) shall and will pay to the vendor the price or the portion thereof set forth in the original notice by cash or certified cheque. If, on the closing date, the vendor shall fail or refuse to complete the transaction, the purchaser shall have the right on payment of the purchase price (or the portion thereof then due) to credit of the vendor in any chartered bank in the city of (name of city) and on giving notice thereof to the vendor to execute and deliver all such transfers, resignations and other documents and instruments which may be necessary or advisable in order to complete the transaction and the purchaser is hereby irrevocably appointed attorney of the vendor for and in the name of and on behalf of the vendor to execute and do any deeds, transfers, conveyances, assignments, assurances and things which the vendor ought to execute and do under the covenants herein contained. If, on the closing date, the purchaser shall fail or refuse to complete the transaction, the vendor shall have the right to purchase the purchaser’s shares and on payment to the purchaser of an amount equal to 75 per cent of the purchase price, to execute and deliver all such transfers, resignations and other documents and instruments which may be necessary or advisable in order to complete the transaction and the vendor is hereby irrevocably appointed the attorney of the purchaser for and in the name of and on behalf of the purchaser to execute and do any deeds, transfers, conveyances, assignments, assurances and things which the purchaser ought to execute and do under the covenants herein contained. It is understood and agreed that neither party hereto shall make or assist in making any application to wind up the Joint Company after an original notice shall have been delivered pursuant to the provisions of this section.

Agreement to Supply Technical Know-How Download Word Document In English. (Rs.50/-) Download PDF Document In Marathi. (Rs.50/-) This Agreement is made at ……….... this... day of…………….. between M/s. XYZ Co. Ltd., a Company incorporated under the laws of……….... and having its registered office at …………….... hereinafter referred to as the 'Foreign Company, of the One Part and M/s. ABC Co. Ltd., a Company registered under the Indian Companies Act, 1956, and having its registered office at ... hereinafter referred to as the 'Indian Company' of the Other Part. Whereas the Foreign Company is carrying on business of manufacturing/fabricating the Items of machinery/the products, the particulars of which are set out in the Schedule hereunder written, at ... And Whereas the Foreign Company has the exclusive expertise or know-how in respect of the said items of machinery/product. And Whereas the Indian Company proposes to set up a factory at ... with intent to manufacture similar machinery/product and requested the Foreign Company to make available the know-how to the Indian Company. And Whereas after the negotiations the Foreign Company has agreed to make available to the Indian Company know-how on the following terms and conditions and which are set out and now proposed to reduce to writing. And Whereas approval of the Government of India will be obtained to enter into this agreement and this agreement will be subject to such approval. Now It Is Agreed By And Between The Parties Hereto As Follows: 1.     The Foreign Company shall make available to the Indian Company all the expertise or know-how in relation to the manufacture of the said items of machinery/product mentioned in the Schedule hereunder written within a period of .…… days from the date hereof. 2.     The Foreign Company shall supply to the Indian Company all the materials regarding such know-how, such as the formulae, charts. drawings, process sheets, calculation sheets, standards and other Information as Is necessary to understand and utilise the said know-how and to implement the same In the manufacture of the said items of machinery/ products. 3.     All such material referred to above shall be in the English language and shall be supplied to the Indian Company by the Foreign Company within ... days from the date hereof and as and when required subsequently by the Indian Company. 4.     If the Foreign Company effects any improvement or makes any additions or alterations in the technology for the manufacture of the said items of machinery/product, the same will be intimated to the Indian Company forthwith and all the literature, new formulate, drawings and other information in respect of such new technology or improvement, additions or alterations shall also be supplied to the Indian Company forthwith. 5.     All the know-how and other Information supplied to the Indian Company shall be kept secret by the Indian Company and shall not he directly or indirectly passed on to any other person In or outside India. The Indian Company will secure from its employees who become acquainted with such know-how, proper agreements for maintaining the secrecy of the know-how and supply copy thereof to the Foreign Company. 6.     The Foreign Company will assist the Indian Company in selecting and buying the modern and up to date machinery and equipment in India or abroad, suitable for the manufacture the type of machinery /product aforementioned and supply the necessary Information with the Foreign Company in connection with such machinery product. 7.     The material relating to the know how mentioned above shall be in English language or If the original is any other language it will be accompanied by English translation thereof and measurement and weight figures will be as for metric system. 8.     The know-how material will be handed over by the Foreign Company in .... at the registered office of the Foreign Company to the authorised representative of the Indian Company with utmost secrecy 9.     The Foreign Company shall not enter into any agreement with any party for the use of the said know how by such party in India. 10.    The Indian Company may not grant a sub-licence or permission any party for manufacturing their machinery /product with the help of the said know how except with written consent of the Foreign Company and which consent maybe given on such terms and conditions as may be agreed upon. 11.    The said machinery /product will be according to the specification quality and standard envisaged by the know-how. The Indian Company shall have the first production tested by the Foreign company and if any deficiency is found the same will be rectified by the Indian Company. 12.    On the termination of this agreement by efflux of time (but not otherwise) Indian Company will be entitled to use the know-how free of charge. But if the agreement is terminated earlier as herein in after provided that the Indian Company shall-hot be entitled to make use of the know how and shall forthwith return all the technical material relating to the know how to the Foreign Company. 13.    If and whenever required by the Indian Company, the Foreign Company shall depute one or more representatives who are specialised in the application of the said know-how with a view to teach any one or more employees of the Indian Company for the application of the said know-how and/or supervise the application of the know-how in the factory of the Indian Company. 14.    The Indian Company will bear and pay all the travelling charges to and from India of such representatives of the Foreign Company 'as aforesaid and shall also bear and pay the expenses incurred for their stay in India and other incidental charges. 15.    If so desired by the Indian Company it may send one or more representatives to the factory of the Foreign Company to get themselves acquainted with the Implementation of the know how and with the process of manufacture of the said items of machinery/product and in that case the Foreign Company shall render them all facilities and assistance to achieve the said object. The Foreign Company will make all arrangements for the stay of such representatives or representative of the Indian Company. All the expenses on account of travelling from and to India and of the stay of the said representative or representatives of the Indian Company at the place where the factory of the Foreign Company is situate will be borne and paid by the Indian Company. 16.    If any special tools, Instruments and material are required in the application of the said know-how and which are not available in the Indian market. the same will be supplied by the Foreign Company. The Indian Company will obtain the necessary Import License for the same and the price thereof will be paid by the Foreign Company opening a Letter of Credit on any Indian Bank through Foreign Bank in favour of the Foreign Company. Such goods will be sent F.O.B. to some port In India. 17.    The Indian Company shall not make any innovations or additions or alterations in the said know-how and the process of manufacture. without the written consent of the Foreign Company and the Indian Company "I take care to see that the said items of machinery/products will be In strict compliance with the specifications of quality and standards laid down by the Foreign Company. 18.    The Indian Company in all advertisements wherever made and other literature mention the fact that the item of machinery/products are manufactured in collaboration with the Foreign Company. 19.    The Foreign Company will have the right to send its one or more representatives on its own but at its own costs to India and to visit the factory of the Indian Company. to supervise and cheek that the said know- how or expertise Is being utilised properly and according to the requirements and the items of machinery/product are according to the standards maintained by the Foreign Company. 20.    The items of machinery/products manufactured by the Indian Company will be sold only in the Indian market and not outside India except with the written consent of the Foreign Company. 21.    The Indian Company will furnish to the Foreign Company a statement every six months of the total production of the said Items of machinery/products, and the total sale effected to enable the Foreign Company to ascertain the response to the said items of machinery/ products from the Indian market. 22.    Indian Company may sell the said items of machinery/products, under Its own trade mark or trade name In India but shall not use the trade mark or trade name of the Foreign Company without a separate written agreement to that effect between the Foreign Company and the Indian Company. 23.    In consideration of the Foreign Company making available to the Indian Company the said know-how. the Indian Company shall pay to the Foreign Company as follows :- a.     A lump sum payment of ...... American Dollars in the manner hereinafter mentioned and b.    a royalty at the rate of Rs .... on the ex-factory price of the each of the said items of manufacture/product at the end of every three months as hereinafter stated. The lump sum legally payable as aforesaid shall be paid to the foreign company in three instalments unless otherwise stipulated in the letter of the Reserve Bank of India namely-                        i        One third of the said amount will be paid on the approval of this agreement by the Reserve Bank of India and on this agreement being pledged with the authorised dealer in foreign exchange.                       ii        The second instalment of one-third amount will be paid on the supply of the know-how.                      iii        The third instalment of the balance will be paid after four years or on the approval of the Reserve Bank and the agreement is filed with the authorised dealer in foreign exchange whichever is earlier.                      iv        All remittances of money to be made to the Foreign Company under this agreement will be forwarded as per the exchange rates prevailing on the date of remittance. 24.    The Indian Company will submit to the foreign company every three months from the date the first item of machinery/product is produced and the statement of the total production during the previous months duly certified by a Chartered Accountant and after the same is verified and accepted by the Foreign Company. The India Company will pay the amount of royalty at the rate aforesaid on such three months production within one month from the date of such acceptance. 25.    The payment to be made by the foreign company will be subject to payment of cess. if any payable under the Research and Development Cess Act of 1986. 26.    The Indian Company will also, be entitled to deduct from such payment the income tax, if any payable under the Income Tax Act. 1961. 27.    Copy of this agreement signed by both the parties will be filed with the several authorities as required by law. 28.    The Indian company will submit to the Foreign Company every three months from the date the first item of machinery /product is produced , a statement of the total production during the previous months duly certified by a Chartered Accountant and after the same is verified and accepted by the Foreign Company, the Indian Company will pay the amount of royalty at the rate aforesaid on such three months production within one months from the date of such acceptance. 29.    The payment to be made to the Foreign Company will be subject to payment of cess, if any payable under the Research and Development Cess Act of 1986. 30.    The Indian Company will also be entitled to deduct from such payment the income tax, if any payable under the Income Tax Act, 1961. 31.    A copy of this agreement signed by both the Parties will be filed with the several other authorities as required by law. 32.    All payments to be made by one party hereto to the other in Indian or foreign currency under this agreement will be made subject to the approval of the Reserve Bank of India and In the manner stipulated by the said Bank. 33.    The Letter of approval of the Government of India hereinbefore recited shall be deemed to be a part of this agreement and any term herein contained which is contrary to or inconsistent with any term or condition contained In the said letter, shall be treated as void and of no effect. 34.    This agreement will remain in force for a period of... years from the date hereof subject to the other terms hereof. The parties may extend the said period by mutual consent. 35.    This agreement will be treated as terminated on the happening-of any of the events below mentioned.                i        If any party hereto commits breach of any provisions of this agreement and the party who is alleged to have committed breach is served with a notice by the other party. three months prior to the intended date of termination by the other party and the former party has failed to amend the breach within the said period.               ii        If any event happens which will make the performance of this agreement Impossible including any force majeure event.              iii        If either the Indian Company or the Foreign Company goes into either voluntary or compulsory liquidation according to or under the law by which it is governed.              iv        If the parties hereto mutually agree to terminate this agreement. 36.    All the sanctions, approvals, permissions, licenses and other requirements of the Government of India and of any statutory authorities required for giving effect to all the terms and conditions, of this agreement shall be obtained by the Indian Company. 37.    In the event of any dispute or difference arising between the parties hereto or as to the rights and obligations under this agreement or as to any claim, monetary or otherwise of one party against the other or as to the interpretation and effect of any terms and conditions of this agreement, such dispute or difference shall be referred to Arbitration of a common Arbitrator if agreed upon otherwise to two or more Arbitrators, one to be appointed by each of the parties to this agreement and such Arbitration shall be governed by the Indian Arbitration & Conciliation Act, 1996. The venue for such Arbitration shall he in India. 38.    The validity of this agreement and the effect or meaning of the terms hereof will be decided according to the Indian Law. 39.    Any communication by one party to the other shall be made by registered post through airmail. with acknowledgement due or by telex or fax or cable. In case the communication is made by telex or fax or cable, the same will be subsequently but immediately thereafter confirmed by written communication sent by registered post as aforesaid. Any evidence showing the communication was posted or telex, fax or cable communication was made will be sufficient to prove the posting of sending the communication. 40.    In this agreement the expression 'know-how' shall include technical information such as Inventories formulae process, engineering and manufacturing skill, scientific data. calculations. specifications, drawings, standards. sketches and all other relevant information and knowledge. 41.    Each of the parties hereto shall be deemed to include its successors or permitted assigns.. The Schedule above Referred to in Witness Whereof the parties have put their respective seals the day and year first hereinabove written. The common seal of M/s. ABC Co. Ltd., is hereunto affixed pursuant to the resolution of the Board of Directors dated ………….... in the presence of Mr…………………...,a Director duly authorised in that behalf The common seal of M/s. XYZ & Co. Ltd., is hereunto affixed pursuant to the resolution of the Board of Directors dated…………….. in the presence of Mr. ……………... a Director, duly authorised In that behalf. Witnesses; 1. 2.

Guidelines for Foreign Collaboration Proposals The Central Government has issued the following guidelines in connection with the formulation of proposals and agreements of foreign collaboration:        i        Alternative sources.-The collaborator should explore, to fullest extent possible, alternative sources of technology, evaluate them from a techno-economic point of view and furnish reasons for preferring a particular technology and the source of import.                 iii) Other arrangement.-There should not be any restriction on the Indian Company in the matter of procurement of capital goods, components, spares, raw materials, pricing policy, selling arrangement, etc.       ii        Sub-licensing.-The Government expects that the technical collaboration agreement should generally not prohibit sub-licensing of the know-how, product-design or engineering design under agreement, to other Indian parties. Such sub-licensing, when it becomes necessary, is subject to terms to be mutually agreed by all parties concerned, including the foreign collaborator, and is subject to the approval of the Government. The collaboration agreements should not place any export restrictions to countries except where the collaborator has a sub-licensing agreement.      iii        Minimum royalty.-There should be no requirement for the payment of a minimum guaranteed royalty regardless of the quantum and value of production.      iv        Exports.-To the fullest extent possible, there should be no restriction on free exports to all countries.       v        Brand names.-There should be no provision for the use of the foreign brand names on the products for internal sale, although there is no objection to their use on products to be exported.      vi        Training-Research and development.-Adequate and suitable provisions should be made for the training of Indians in the fields of production and management. There should be adequate arrangement for research and development, engineering design, training of technological personnel, and other measures for the absorption and adoption and development of the imported technology. Such measures can be undertaken through in house facilities of the entrepreneur or in collaboration with recognised engineering design consultancy, research and development organisations in the public or private sectors, and recognised scientific and educational institutions where the necessary facilities exist.     vii        Consultancy service.-In case any consultancy is required to execute the project, it should be obtained from an Indian engineering consultancy firm. If a foreign consultancy firm is also considered necessary, an Indian consultancy firm should, nevertheless, be the prime consultant.    viii        Patent laws.-If the proposed item of manufacture is to be covered by a patent in India, it should be ensured that the collaboration agreement includes a clause to the effect that the payment of royalty for the use of the patent rights till the expiry of the life of the patent, and that the Indian party would have the freedom to produce the item even after the expiry of the collaboration agreement without any additional payment.      ix        Indian laws.-Collaboration agreements will be subject to Indian laws.       x        Extensions.-Government does not favour requests for extensions of the duration of collaboration proposals. All efforts should, therefore, be made to assimilate the technology within the initial duration of the agreement. Guidelines for Foreign Collaboration Proposals Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)

Collaboration Agreement Between an Indian Company and Foreign Company (.Principal to Principal) Download Word Document In English. (Rs.40/-) Download PDF Document In Marathi. (Rs.40/) This Agreement is made at …………..... this ….. day of ………..... between M/s. ABC Co. Ltd., a Company incorporated under the Laws of …………... and having its registered office at ……………………..... hereinafter referred to as 'the Foreign Company' of the One Part and M/s. XYZ & Co. Ltd………………. a Company registered under the Indian Companies Act, 1956, and having its registered office at …………………………..... hereinafter referred to as 'Indian Company' of the Other Part. Whereas the Foreign Company Is carrying on the business of manufacturing certain machinery of a technical nature for producing or manufacturing the products viz... The particulars of such machinery are mentioned in the First Schedule hereto and which are hereinafter referred to as the said Machinery. And Whereas the Foreign Company desires to have a market for the said machinery in India and the Indian Company has offered to act as the agent of the Foreign Company for the sale of the said machinery in India. And Whereas after holding negotiations between the parties the Foreign Company has agreed to appoint the Indian Company as its Agent in India and the Indian Company has agreed to act as such agent on the terms and conditions hereinafter recorded. And Whereas approvals or permissions of the Government of India and other concerned authorities will be obtained by the parties entering into this Agreement. Now It Is Agreed Between The Parties Hereto As Follows:- 1.     The Foreign Company hereby appoints the Indian Company as its Sole Agent for the sale or supply of the said machinery mentioned in the First Schedule hereunder written on the terms and conditions herein recorded. 2.     The Foreign Company will export to the Indian Company at the Indian Port or Ports Indicated by the Indian Company the said machinery in such quantities as will be required by the Indian Company from time to time, but subject to availability thereof with the Foreign Company. The Machinery will be exported by the Foreign Company by opening Letters of Credit on some Bank in India, through the former's foreign Bankers in the name of the Indian Company for the price of the machinery agreed upon between the parties as hereinafter mentioned. The Foreign Company will give credit facility to the Indian Company for payment of the price of the said machinery as and when exported to India, on such terms and conditions as may be agreed upon from time to time and subject to approval by the Govt. of India and/or Reserve Bank of India, if necessary. 3.     The price at which the said Machinery will be sold and exported to the Indian Company will be as per particulars mentioned in the Second Schedule hereunder written. The ratio of the price in terms of the Foreign currency with that of Indian currency will change according to the fluctuation In the International values thereof. 4.     The License for importing the said machinery will be obtained by the Indian Company from time to time and the import duty, custom duty and other charges required to be paid for clearing the goods will be paid by the Indian Company. The machinery will be exported by the Foreign Company on F.O.B. terms to the ports In India as may be agreed upon from time to time. 5.     The machinery when received by the Indian Company can be sold, by the Indian Company or given on hire or hire-purchase basis at such price as may be agreed upon between the parties hereto from time to time and on such other terms and conditions as the Indian Company may think fit. In any case the price at which it will be sold or give non-hire or hire purchase basis shall be competitive in the Indian market. 6.     The machinery will be sold as the machinery manufactured by the Foreign Company and the name, address and trade mark or patent marks will be properly exhibited on the packaging of the machinery sold. The machinery will not be passed off as the machinery manufactured by the Indian Company or any other person. 7.     The Foreign Company will furnish to the Indian Company all the know-how. including any literature, drawings as to the Installation and working of the said machinery. 8.     The Foreign Company will give full training to the technicians (not more than ..... ) deputed by the Indian Company to the factory of the Foreign Company as to the Installation mechanism and working of the said machinery. The costs of such persons deputed by the Indian Company by way of their salaries. boarding and lodging and travelling will be borne and paid by the Indian Company separately or by adding it to the cost of the machinery supplied to the Indian Company. 9.     If required by the Indian Company the Foreign Company will depute their one or more technicians as will be required. to India for equipping the technicians of the Indian Company with full knowledge about the installation and working of the machinery as well as to help the technicians of the Indian Company in Installing and putting In working order the machinery supplied to any customers of the Indian Company. The expenses incurred on account of such technicians of the Foreign Company will be borne and paid by the Indian Company and the recovered from the buyer thereof. If the machinery supplied to any customer fails to work and requires repairs which the technicians of the Indian Company are unable to carry out, the Foreign Company will depute their technicians as and when required to carry out such repairs and their travelling and other expenses in India will be borne and paid by the Foreign Company. 10.  The Indian Company will be entitled to sell such machinery to any customer in India at such additional price (over and above the price paid by the Indian Company to the Foreign Company) as it thinks fit but consistent with the demand and market position. 11.  The Indian Company can enter in to contracts for sale of the machinery to be supplied by the Foreign Company on such terms as a thinks fit but not as the agent of the Foreign Company and the Foreign Company will not be responsible for the consequences of any breach of any term thereof by the Indian Company provided that if the breach occurs due to the failure of the Foreign Company to supply the machinery agreed to be sold by the Indian Company to the buyer. the Foreign Company will be liable to reimburse the Indian Company for the loss suffered by the latter due to such failure. Indian Company will keep the Foreign Company informed of such agreements entered into or orders for the supply of the machinery from time to time. 12.  The said machinery will not be sold by the Indian Company anywhere outside India. 13.  The Foreign Company warrants the quality and utility of-the machinery for which it Is intended and if any item of machinery is found to be defective In the manufacture thereof or in manufacturing the products which it is intended to produce, the Foreign Company will make good the defect at its own costs by deputing its technicians to India at their own costs. The Foreign Company will not however be responsible for any damage done to the machinery in transit from the Indian Port to any other place in India. 14.  All technical information, drawings, and other material to be supplied by the Foreign Company will be in English language. 15.  If after the machinery is supplied to the Indian Company any improvements, additions or alterations are made by the Foreign Company, the same will be immediately conveyed to the Indian Company so that necessary improvements alterations or additions can be made by the Indian Company. If necessary the Foreign Company will depute its technicians to carry out such improvements additions or alterations. The machinery to be supplied from time to time by the Foreign Company will be up to date in all respects as to new inventions and improvements made therein. 16.  The Foreign Company will also sell and supply to the Indian Company such spare parts, Instruments and tools as may be required by the Indian Company from time to time. 17.  The Indian Company will not make any changes or alterations or additions to the machinery supplied without the express consent of the Foreign Company and In the latter case the Indian Company will furnish all information and technical know-how of the proposed changes, alterations or additions. if required by the Foreign Company. 18.  The said machinery will be sold under the trade mark or merchandise mark or patent mark of the Foreign Company and for that purpose the Foreign Company shall grant users license to the Indian Company as may be required by Law by a separate agreement. 19.  The Indian Company will be entitled to appoint distributors and selling agents or sub agents at different places in India on such terms and conditions as the Indian Company may think fit but such appointments will be subject to the terms and conditions of this Agreement. 20.  The Indian Company will not attempt to manufacture the said machinery in India and disclose the know how and any other technical information regarding the said machinery to any other person in India. 21.  The Indian Company will not accept the agency of any other manufacturer manufacturing similar machinery. 22.  It Is expected that the Indian Company will be able to sell at least ... Items of such machinery every year. In case the Indian Company fails to do so. without any reasonable cause acceptable to the Foreign Company, the latter will have the option to cancel this agreement by giving three months' prior notice in that behalf. 23.  All payments to be made by the Indian Company to the Foreign Company and vice versa will be subject to the approval of the Reserve Bank of India and will be subject to such terms and conditions as the said Bank will stipulate. 24.  This agreement "I remain in force for a period of... years from the date hereof subject to the other terms hereof. The parties may extend the said period by mutual consent. 25.  The approval to be granted to this agreement shall be deemed to form part of this agreement. Any term of this agreement which is inconsistent with or contrary to any term or condition mentioned in the letter of approval shall be treated as void and of no effect. 26.  This agreement will be treated as terminated on the happening of any of the events below mentioned :                        i        If any party hereto commits breach of any provisions of this agreement and the party who is alleged to have committed breach is served with a notice by the other party, three months prior to the intended date of termination by the other party and the former party has failed to amend the breach within the said period.                       ii        If any event happens which will make the performance of this agreement impossible including any force majeure event.                      iii        If either the Indian Company or the Foreign Company goes in either voluntary or compulsory liquidation according to or under the law by which it is governed.                      iv        If the parties hereto mutually agree to terminate this agreement. 27.  All the sanctions, approvals, permissions, licenses and other requirements of the Government of India and of any statutory authorities required for giving effect to all the terms and conditions of this agreement shall be obtained by the Indian Company. 28.  In the event of any dispute or difference arising between the parties hereto or as to the rights and obligations under this agreement or as to any claim. monetary or otherwise of one party against the other or as to the Interpretation and effect of any terms and conditions of this agreement, such dispute or difference shall be referred to arbitration of a common Arbitrator if agreed upon or otherwise to two Arbitrators, one to be appointed by each of the parties to this agreement and such Arbitration shall be governed by the Indian Arbitration & Conciliation Act, 1996. The venue for such Arbitration shall be ………….... in India. 29.  The validity of this agreement and effect or meaning of the terms hereof will be decided according to the Indian Law. 30.  Any communication by one party to the other shall be made by registered post through airmail, with acknowledgement due or by telex or fax or cable. In case the communication is made by telex or fax or cable the same will be subsequently but immediately thereafter confirmed by written communication sent by registered post as aforesaid. Any evidence showing the communication was posted or telex, fax or cable communication was made will be sufficient to prove the posting or sending the communication. 31.  In this agreement the expression 'know-how' shall include technical Information such as inventories formulae processes, engineering and manufacturing skill, scientific data, calculations, specifications, drawings, standards, sketches and all other relevant information and knowledge. 32.  Each of the parties hereto shall be deemed to include its successors or permitted assigns. The First Schedule Above Referred To The Second Schedule Above Referred To In Witness Whereof the parties have put their respective seals the day and year first hereinabove. The common seal of M/s. XYZ Co. Ltd., is hereunto affixed pursuant to the resolution of the Board of Directors dated ………….... in the presence of Mr…………………...,a Director duly authorised in that behalf The common seal of M/s. ABC & Co. Ltd., is hereunto affixed pursuant to the resolution of the Board of Directors dated…………….. in the presence of Mr. ……………... a Director, duly authorised In that behalf. Witnesses; 1. 2.