Joint Venture Agreement ¿C Specimen Clauses in Marathi

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 brone 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