Agreement
to Act as Technical or Management Adviser

This
Agreement is made at …………… this … day of ……………. between M/s. ABC Co.
Ltd., a Company registered under the Indian Companies Act, 1956, 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… having its registered office at ………………… hereinafter referred to as
the Foreign Company of the Other Part.

Whereas
the Indian Company is carrying on the business of manufacturing …………….. and
owns a large factory (or factories) at … ………….

And
Whereas as the manufacturing process In the Indian Company’s factories is
highly technical and complicated and the production turnover of the Indian
Company is very large and requires also administrative skill, the Indian
Company approached the Foreign Company, who Is carrying on business at… as
technical and management advisers to different companies carrying on more or
less similar business all over the world. for collaboration to act as technical
and management adviser.

And
Whereas after some negotiations the Foreign Company has agreed to act as the
technical and management advisers of the Indian Company on the following terms
and conditions and it is proposed to record the same in a formal agreement.

And
Where as this agreement has been approved by the Government of India and the
Reserve Bank of India on the terms and conditions a copy of which is hereto
annexed.

Now
It Is Agreed Between The Parties Hereto As Follows. –

1.    
The
Indian Company hereby appoints the Foreign Company as the technical and
management adviser of the Indian Company.

2.    
The
Foreign Company agrees to depute Its technical and management experts not
exceeding … in number fully qualified as regards the business carried on by
the Company to advise the India Company as to the technical matters relating to
the machinery installed by the Indian Company in its factories at … and
relating to -the quality of production as well as regarding the management of
the factories.

3.    
The
Office of the said experts will be at the registered office of the Indian
Company at … and the experts will attend to the office work during the
Company’s working hours except when they are on a visit to the factories.

4.    
The
Indian Company will arrange for spacious residential accommodation of the
experts befitting their position and in a good locality of the city where the
registered office of the Indian Company Is situate at the cost of the Indian
Company.

5.    
The
said experts will visit the factories of the Indian Company as and when they
think necessary or required but at least once in a week and the Indian Company
shall make arrangements for their overnight stays at such place or places.

6.    
The
said experts will also visit the factory or factories for giving advice and
assistance whenever required by the Indian Company or by the local manager of
the factory.

7.    
The
experts will use and make available all their expertise in carrying on the
production in the said factories in an efficient manner and also make all
suggestions for the efficient management of the factories.

8.    
The
Foreign Company will make available all the know-how including all literature,
formulae, drawings, and other material to the said experts to enable them to
advise the Indian Company and to use their expert knowledge in solving any
problem as to the running of the machinery and plant and as to the manufacture
of the products.

9.    
Apart
from the expenses required to be incurred for the residence and household
purposes of the said experts and their family members namely wives and children
and their travelling expenses, the Indian Company shall pay to the Foreign
Company for the services to be rendered by the Company and Its experts as
follows

X X
X X X

The
personal expenses of the experts and their families for food and other normal
amenities shall not, however, exceed Rs. … per month per expert. All payments
to be made by the Indian Company to the Foreign Company and its experts will be
subject to the approval of the Government of India and/or Reserved Bank of
India and will he made as stipulated by the said authorities.

10.  If
the Indian Company feel that the services rendered by the Foreign Company and
Its experts are not satisfactory or necessary, the Indian Company will have the
right to cancel this agreement by giving to the Foreign Company three months’
prior notice to that effect.

11.  During
the period of this agreement the experts deputed by the Foreign Company will
not give any advice or other help or guidance to any other Company or person in
India.

12.  The
experts deputed by the Foreign Company will not be treated as the employees of
the Indian Company and will not be entitled to any of the benefits given to the
regular employees of the Indian Company. However the experts will be given
off-time or casual leave for such days and at such times as may be agreed upon
between the expert and the Managing Director of the Indian Company from time to
time.

13.  The
Letter of Approval issued by the Govt. of India herein recited and hereto
annexed shall be deemed to form part of this Agreement and if any term of this
agreement is found inconsistent with or contrary to any term and/or condition
contained in the said letter, the same will be treated as null and void.

14.  The
duration of this agreement will be… months, subject to what Is herein
otherwise provided. The said period may be extended by mutual consent.

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
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 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 Arbitrator shall be governed by the Indian Arbitration &
Conciliation Act, 1940. The venue for such Arbitration shall be …………….. in
India.

18.  The
validity of this agreement and the effect or meaning of the term, hereof will
be decided according to the Indian Law.

19.  Any
communication by one party to the other shall he made by registered post
through airmail, with acknowledgement due or by telex o fax or cable. In case
the communication is made by telex or fax or cable the same will be
subsequently but immediately thereafter confirmed b, 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.

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.

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