Agreement to Supply Technical Know-How
THIS AGREEMENT is made on this __________ day of ______________, between M/s. Pioneer Innovations Pvt. Ltd., a Company incorporated under the laws of Switzerland and having its registered office at Zurich, hereinafter referred to as the ‘Foreign Company, of the One Part and M/s. Innovative Solutions India Pvt. Ltd., a Company registered under the Companies Act, 2013, and having its registered office at Mumbai, hereinafter referred to as the ‘Indian Company’ of the Other Part.
WHEREAS, the Foreign Company is engaged in the business of manufacturing cutting-edge machinery, the details of which are set out in the Schedule hereunder written, at its state-of-the-art facility in Switzerland.
AND WHEREAS, the Foreign Company possesses exclusive expertise and know-how in the manufacturing process of the aforementioned machinery.
AND WHEREAS, the Indian Company intends to establish a manufacturing facility in Bangalore, India, with the objective of producing similar machinery and has sought the assistance of the Foreign Company in obtaining the necessary know-how.
AND WHEREAS, after thorough negotiations, the Foreign Company has agreed to provide the Indian Company with the required know-how under the terms and conditions set forth herein, subject to the approval of the Government of India.
NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
Transfer of Know-How: The Foreign Company shall, within a period of 90 days from the effective date of this agreement, transfer all expertise and know-how related to the manufacturing of the specified machinery as detailed in the Schedule hereto.
Supply of Materials: The Foreign Company shall provide the Indian Company with all relevant materials related to the know-how, including formulae, charts, drawings, process sheets, calculations, standards, and other necessary information. All documentation shall be in the English language and delivered within 30 days from the effective date and promptly whenever required thereafter.
Notifications of Changes: In case of any improvements or alterations in the manufacturing technology, the Foreign Company shall promptly notify the Indian Company, providing all related literature, formulas, drawings, and information pertaining to such changes.
Confidentiality Agreement: The Indian Company agrees to maintain strict confidentiality regarding the know-how and refrain from disclosing it directly or indirectly to any third party. The Indian Company shall ensure its employees sign agreements to uphold the secrecy of the know-how.
Assistance in Machinery Procurement: The Foreign Company will assist the Indian Company in selecting and procuring modern machinery and equipment, offering guidance and information to ensure optimal manufacturing capabilities.
Secrecy in Handover: All material related to the know-how shall be handed over in Zurich at the registered office of the Foreign Company with utmost secrecy.
No Third-Party Agreements: The Foreign Company shall refrain from entering into any agreements with third parties in India for the use of the provided know-how.
No Sub-Licensing Without Consent: The Indian Company may not grant sub-licenses or permissions for manufacturing using the know-how without the written consent of the Foreign Company.
Compliance Testing: The manufactured machinery must adhere to the specifications, quality, and standards outlined by the know-how. Initial production shall be tested by the Foreign Company, and any deficiencies found must be rectified by the Indian Company.
Right to Send Representatives: The Foreign Company may, upon request, send representatives to India to train Indian Company employees in the application of the know-how.
Supply of Special Tools and Materials: If any special tools or materials are needed, the Foreign Company will supply them, and the Indian Company will arrange necessary import licenses and cover associated costs.
Alterations Only with Consent: The Indian Company shall not make any alterations to the know-how without written consent from the Foreign Company.
Acknowledgment in Advertisements: The Indian Company shall acknowledge the collaboration with the Foreign Company in all advertisements and literature related to the manufactured machinery.
Supervision by Foreign Company: The Foreign Company has the right to send representatives to India to supervise the application of the know-how and ensure compliance with standards.
Sales Restricted to Indian Market: The manufactured machinery/products shall be sold only in the Indian market unless otherwise agreed upon in writing.
Reporting of Production and Sales: The Indian Company shall provide a statement of total production and sales every six months.
Payment Terms: Payment to the Foreign Company includes a lump sum payment and a royalty based on the ex-factory price of each item manufactured.
Approval of Government and Regulatory Authorities: All 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.
Dispute Resolution: In the event of any dispute or difference arising between the parties, it shall be settled through arbitration under the Indian Arbitration & Conciliation Act, 1996. The venue for such arbitration shall be in India.
Governing Law: The validity of this agreement and the effect or meaning of the terms hereof will be decided according to the Indian Law.
Communication: Any communication by one party to the other shall be made by registered post through airmail, with acknowledgment 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.
Definition of Know-How: In this agreement, the expression ‘know-how’ shall include technical information such as inventories, formulae, processes, engineering and manufacturing skills, scientific data, calculations, specifications, drawings, standards, sketches, and all other relevant information and knowledge.
Successors or Assigns: 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 executed this Agreement on the day and year first above written.
For Pioneer Innovations Pvt. Ltd.