FORM OF TECHNICAL COLLABORATION AGREEMENT
THIS AGREEMENT made on this..day ofBETWEEN an
Indian company having its egisteed office at.!heeinafte efeed to as "A#$ of the one
pat AN%a foeign fim having its pincipa& p&ace of '(siness at..!heeinafte ca&&ed
"B#$ of the othe pat.
WHEREAS "A# is engaged in the man(fact(ing and ma)eting [Link] has
considea'&e engineeing )no*+ho* and technica& infomation and e,(ipment egading
said..and thei method of man(fact(e.
AN% WHEREAS "A# is desio(s of man(fact(ing in India and ma)eting in India and othe
co(nties of vaio(s types of items *hich ae set o(t in Sched(&e "A# heeto anne-ed !heeinafte efeed
to as .R/%01TS$ on the tems and conditions heein contained.
N/W THERE2/RE IT IS AGREE% 'et*een the paties that 3
4. 5no* ho*# means and inc&(des a&& inventions6 pocesses6 patents6 engineeing and man(fact(ing
s)i&& and othe technica& infomation *hethe patent o patenta'&e o not *hich ae pesent&y o*ned 'y "B#
o *hich may 'e so o*ned6 d(ing the tem of this ageement inc&(ding *itho(t &imitation 3
+ Technica& and engineeing data6 ca&c(&ations and infomation.
+ %esign data6 ca&c(&ations and infomation.
+ %etai&s of &ayo(t of *o)s6 inc&(ding detai&s and specification of machiney
+ A&& othe foms of ecoveed infomation6 techni,(e and design in ma)ing of 7igs6 too&s6 dies6
pattens and mo(&ds.
8!a$ "B# sha&& f(&&y and pompt&y f(nish "A# *ith s(ch ")no*+ho*# as "A# may e,(ie fom time
to time d(ing the tem of this ageement in connection *ith the man(fact(e of the pod(cts.
!'$ "B# *i&& dep(te technicians at the e-pense of "A# to he&d to esta'&ish and opeate the
p&ant [Link] to tain..Indian technicians in its *o) [Link] e-pense
of "A#.
9 "A# at thei e-pense6 sha&& poc(e and maintain patents in India on s(ch inventions and
impovements made 'y "A# 3 as "A# in thei so&e discetion sha&& choose. "B# sha&& a&so have the
ight to (se the invention and impovements in a&& co(nties o(tside Indian and sha&& ta)e f(&&
tit&e to s(ch poc(ed 'y "B# o(tside India. Ho*eve6 "B# sha&& not6 *itho(t the consent of "A#6
&icence any thid paty (nde said patents e-cept its s('sidiaies6 its paent company o othe
s('sidiaies of the paent company.
!d$ "A# sha&& man(fact(e the .R/%01TS in stict accodance *ith the said )no*+ho*6 the
STAN%AR% of ,(a&ity em'odied theein o as may 'e set fom time to time 'y "B#. To ens(e
the pefomance of this povision6 "B# sha&& have the ight to inspect at easona'&e inteva&s and
d(ing '(siness ho(s the faci&ities of "A# to the man(fact(e of the said .R/%01TS.
:. S('7ect to othe povisions of this ageement6 "B# hee'y gants to "A#.
!a$ an e-c&(sive &icence to ma)e in India the pod(cts 'y the (se of any o a&&
of "Bs# )no*+ho*.
!'$ a non+e-c&(sive &icenses to (se and se&& the said .R/%01TS tho(gho(t
the *o&d.
;!a$ in consideation of "B# having ageed to disc&ose to "A# the &atest method of man(fact(e of
.R/%01TS and othe pocesses and having f(the ageed to s(pp&y technica& advice and date6
"A# agees to pay "B# a s(m of ..*hich d(e and paya'&e in insta&&ments as fo&&o*s.
i$ (pon effective date.
ii$ (pon de&ivey 'y "B# of the comp&ete design and engineeing doc(ments.
iii$ *[Link] afte tende o cetificate of %ischage of g(aantees.
..
Tota& ..
In consideation of "B# fo having ageed to disc&ose to "A# the &atest method of
man(fact(e of pod(cts and othe pocess6 and having f(the ageed to s(pp&y technica& advice
and date6 "A# *i&& aange to a&&ot "B#shaes [Link] *itho(t any payment 'y
"B#
!'$ "A# f(the agees to pay to "B# a oya&ty of..pe cent of the net se&&ing pice of the
pod(cts coveed 'y the ageement fo a peiod [Link] fom the date of e-ec(tion of the
ageement. The net se&&ing pice *o(&d means the e-+*o)s pice of the pod(cts coveed !&ess
the &anded cost of a&& impoted components$ inc&(ding ocean feight6 ins(ance6 c(stoms d(ties
paya'&e theeon6 etc.6 iespective of the so(ce of impot. S(ch oya&ty payments ae s('7ect to
Indian ta-es.
<!a$ "A# sha&& ende to "B# 'i+ann(a&=ann(a& epots on o 'efoe the &ast day of..fo&&o*ing
each ca&enda yea *ith espect to *hich oya&ties ae paya'&e (nde this ageement6 stating the
amo(nt of .R/%01T man(fact(ed in the p&ant d(ing the peceding yea the amo(nt of oya&ty
d(e and paya'&e *ith espect theeto. At the time of endeing s(ch epots A sha&& pay to B the
amo(nt of oya&ty stated theein to 'e d(e and paya'&e.
!'$ A agees to )eep comp&ete ecods of the acco(nt concening the pod(cts *hich ae the s('7ect+
matte of this ageement6 *hich ecods sha&& 'e open to inspection of B >its appointed
epesentative ageea'&e to 'oth paties6 d(ing eg(&a '(siness ho(s fo veifying the payments
d(e to B (nde this ageement .
?. A&& payments d(e 'y A to B (nde the ageement ae to 'e made in .. to B@s
acco(nt in any 'an) hit designates.
A!a$ "A# sha&& maintain sececy at a&& time d(ing this ageement of a&& the )no* ho*6 da*ings and the
&i)e disc&osed 'y "B# to "A# and=o p(s(ant to the tems heein o a'o(t *hich "A# &eans
d(ing the pefomance of this ageement.
!'$ "A# *i&&6 ho*eve6 'e fee to s('+&icense the technica& )no*+ho*6 pod(ct design=engineeing
design (nde the ageement to anothe Indian paty=paties6 sho(&d it 'ecome necessay. The tems
of s(ch s('+&icence *i&&6 ho*eve6 'e as m(t(a&&y ageed to 'y a&& paties concened inc&(ding "B#
and *i&& 'e s('7ect to the appova& of the Govenment.
B. This ageement sha&& 'ecome effective afte it has 'een d(&y appoved and signed 'y "A# and
"B# and the appova& of the Govenment of India has 'een o'tained theeto.
C!a$ This ageement sha&& emain effective fo a peiod of.. yeas fom the date of signing the
ageement. 0pon the e-piation of this ageement6 the 5N/W H/W THERE2/RE de&iveed to
"A# sha&& emain its popety fo its f(&& and fee (se theeof.
!'$ S('7ect to the appova& of the Indian Govenment6 this ageement may 'e ene*ed in *ho&e o
in pat fo f(the peiod 'y m(t(a& ageement.
4D. This ageement sha&& 'e 'inding (pon and ens(e to the 'enefit of the s(ccessos and assigns of
the espective paties heeto6 and the o'&igations hee(nde sha&& not 'e assigna'&e 'y eithe paty
*itho(t *itten consent 'eing fist o'tained fom the othe.
44. This ageement em'odies entie (ndestanding of the paties as to its s('7ect matte6 and it sha&&
not 'e amended e-cept in *iting e-ec(ted 'y 'oth paties to the ageement.
48. Eithe paty may 'y notice in *iting to the othe teminate this ageement in the event of 3
!a$ Any defa(&t 'y s(ch othe paty in the pefomance o o'sevation of any of its o'&igations (nde
this ageement *hich is not emedied to the satisfaction of the paty giving s(ch notice *ithin
ninety !CD$ days fo&&o*ing de&ivey of s(ch notice6 s(ch notice to contain easona'&e patic(&as
of s(ch defa(&t and to state the intention to teminate the ageement (nde this c&a(se (n&ess s(ch
defa(&t is made good o emedied.
!'$ E(dicia& poceedings fo 'an)(ptcy6 composition *ith ceditos6 se,(estation of assets fo
ceditos6 o eceiveship instit(ted 'y o against s(ch othe paty6 inso&vency of s(ch othe
paty o its fai&(e to meet its o'&igations as they mat(e fo any mateia& peiod of time.
9 Fi,(idation 6 comp(&soy o vo&(ntay of s(ch othe paty e-cept in connection *ith an
ama&gamation6 econst(ction6 mege6 conso&idation6 e+oganisation o disposition of assets as a
going concen vo&(ntai&y (ndeta)en and *ith a vie* to the contin(ance of the '(siness 'y the
tansfeee theeof6 povided6 ho*eve6 that (pon s(ch event the '(siness entity contin(ing the
'(siness fome&y caied on 'y s(ch othe paty sha&&6 in an appopiate inst(ment de&iveed to
the othe paty to this ageement6 (ndeta)e to pefom a&& of the o'&igations of s(ch othe paty
hee(nde.
4:. Neithe paty sha&& 'e in defa(&t (nde this ageement 'y eason of its fai&(e o de&ay in the
pefomance of its o'&igations is s(ch fai&(e o de&ay is ca(sed 'y acts of God6 Govenment &a*s
and eg(&ations6 sti)es6 &oc)+o(ts6 *a o any othe ca(se 'eyond its conto& and *itho(t its fa(&t
o neg&igence.
4;. A&& disp(tes6 ,(estions6 o diffeences6 etc.6 aising in connection *ith this ageement sha&& 'e
efeed to a sing&e a'itato in India in case paties agee (pon one6 othe*ise t*o a'itatos in
India ae to 'e appointed 'y each paty in accodance *ith and s('7ect to the povision of the
A'itation G 1onci&iation Act6 4CC?6 o any othe enactment o stat(toy modification theeof fo
the time 'eing in foce.
4<. Notices and othe comm(nications (nde the ageement sha&& 'e in *iting6 o 'y esta'&ished
ca'&e6 adio o facsimi&e sevice6 addessed as indicated in the desciption of paties a'ove o as
eithe paty may e,(est in *iting6 and the effective date of each is the date of its epaid deposit in
the mai& fo dispatch 'y ai o s(ch sevice pope&y addessed.
4?. The ageement sho(&d 'e const(ed in accodance *ith and 'e govened
'y the &a*s of India.
IN WITNESS WHERE/26 the paties heeto have e-ec(ted this ageement as of the date fist
a'ove *itten.
2o "B#
.
!1haiman of the Boad$
2o "A#
.
!%iecto$
