Collaboration Agreement Between an Indian Company and Foreign Company in Marathi

    COLLABORATION AGREEMENT BETWEEN AN INDIAN COMPANY AND FOREIGN COMPANY                                                                                

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.

                                                                       (Formation of a new Company)

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:

 

1. The Foreign Company shall hold ... per cent, and
2. 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.