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MANUFACTURING LICENCE AGREEMENT
(To be stamped as an agreement as per
rules of the State where executed)
THIS AGREEMENT made effective as of the _____ day of ______________, 20___,
BETWEEN:
__________________________________ [insert name of owner of the technology,
products,
etc.],
a
company
incorporated
under
the
laws
of
__________________________________ and having its Registered Office at
______________________________
[insert
address],
______________
[city],
___________________ [country] hereinafter referred to as “Licensor” (which
expression shall, unless repugnant to the context include Licensor’s successors and
permitted assigns)
and
__________________________________ [insert name of Manufacturer], a company
registered in India under the Companies Act, 1956 and having its registered office
at
______________________________________________[insert
address],
______________ [city], ________________ [state/province], hereinafter referred to as
“Licensee” (which expression shall unless repugnant to the context include
Licensee’s successors and permitted assigns)
The Licensor and the licencee are hereinafter referred to individually as a “Party” and collectively as
the “Parties”.
WHEREAS:
A.
Licensor designs, develops, manufactures, markets and sells _____________________________
(the “Products”) in various countries throughout the world;
B.
Licensee manufactures and supplies ______________________ and wishes to manufacture and
distribute the Products in India;
C.
Licensee wishes to obtain from Licensor, and Licensor is willing to license to Licensee, the
right to manufacture the Products in India for sale in India;
D.
The Parties intend that for the purposes of manufacturing the Products, Licensee will require
to obtain components and materials from local sources and other direct sources wherever
possible.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the
parties hereby agree as follows:
1.
Definitions
Unless the context otherwise requires, the following words and phrases shall have the following
respective meanings, and terms defined in the text of this Agreement shall have the meanings
respectively indicated:
(a)
“Agreement” shall mean this Manufacturing Licence Agreement between Licensee and
Licensor, including all schedules, appendices and attachments hereto.
(b)
“Effective Date” shall mean the later of:
(i)
the date of this Agreement, and
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(ii)
(c)
the date on which all consents, licenses, permits and approvals of any relevant
governmental or non-governmental agency or body required to consummate the
transactions contemplated in this Agreement have been obtained, released or issued,
as the case may be.
“Improvements” means:
(i)
all information of a similar nature to the Technical Information that Licensor acquires
or puts into use during the term of this Agreement for purposes of manufacturing the
Products (“Licensor Improvements”); and
(ii)
all information of a nature similar to the Technical Information that Licensee devises
or develops in connection with or for purposes of manufacturing the Products
(“Licensee Improvements”).
(d)
“Products” means the items listed and more fully described in Exhibit “A”.
(e)
“Technical Information” means such designs, drawings, specifications and other information
that Licensor uses for the purposes of manufacturing the Products, including know-how and
written documentation used by Licensor in the assembly, manufacture, testing, sale, use and
maintenance of the Products, as more fully described in Exhibit “B”.
(f)
“Territory” shall mean _______________________________.
2.
Technical Information
2.1
Licensor shall, on a time scale mutually agreed by the Parties and commensurate with the
reasonable requirements of Licensee in that regard, within ______ days of executing this
Agreement, begin to supply to Licensee such Technical Information as is reasonably
necessary in the opinion of Licensor to enable Licensee to assemble the Products at Licensee’s
plant(s) in the Territory. The Parties agree to work together to complete the transfer of
Technical Information in a timely manner.
2.2
Licensor shall not be obliged to make any alterations to any document, extract or copy which
it supplies hereunder as part of the Technical Information or in relation to any Licensor
Improvement.
2.3
Licensee shall use the Technical Information, know-how and Licensor Improvements only for
the manufacture of the Products, at the manufacturing plant of Licensee in the Territory and
shall not use any Technical Information, know-how or Licensor Improvements in any manner
or for any other purpose not expressly authorised by this Agreement. Licensee shall not part
with or dispose of, whether by sale, transfer, gift or other disposition, any Technical
Information, know-how or Licensor Improvements except as expressly and previously
permitted by Licensor in writing.
2.4
In the event that any deficiency, inaccuracy, error or other defect shall become apparent in
any Technical Information supplied by Licensor hereunder, Licensor shall, upon receiving a
written request from Licensee, promptly use all reasonable endeavours to make and supply
the appropriate corrections.
2.5
If, within _________ days of executing this Agreement, Licensee does not commence the
manufacturing of the Products, Licensor shall have the right to deem this Agreement
terminated, effective upon Licensor giving written notice to Licensee. Upon receiving such
notice, Licensee shall, in addition to its obligations and liabilities under Paragraphs 12.3, 12.4
and 12.6 of this Agreement and its obligation to pay the technology license fee in accordance
with the terms of this Agreement, cease using and shall have no further right to use any of the
Technical Information, know-how and Licensor Improvements.
2.6
Notwithstanding Paragraph 2.5, Licensor may in its absolute discretion allow Licensee a
reasonable extension to commence manufacturing the Products of up to
_________________________ if the failure to start manufacturing the Products arises from a
force majeure or is substantially caused by Licensor’s failure to provide the Technical
Information in a timely manner, unless such failure on the part of Licensor is attributable to
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an act or omission of Licensee or is caused by any reason beyond the reasonable control of
Licensor.
2.7
The Parties acknowledge that, except as specifically licensed to Licensee under this
Agreement, Licensor owns or holds licences to (to the exclusion of Licensee) all rights, title
and interest in the Technical Information, Licensor Improvements and the Products, as they
exist now and as they may exist in the future, and in all related know-how and all software
that may be provided by Licensor as part of or in connection with the Technical Information,
know-how or Licensor Improvements for the manufacture of the Products. Licensee warrants
that its use of any of the Technical Information, know-how or Licensor Improvements for
manufacture of the Products shall not directly or indirectly create in or for Licensee any right,
title or interest in such Technical Information, know-how or Licensor Improvements, except
as expressly specified in this Agreement.
3.
Improvements
3.1
For a period ______________________ after the Effective Date, subject to grant of appropriate
export licenses in ________________________ [name of country], Licensor shall supply Licensee
with Technical Information relating to Licensor Improvements that are incorporated by
Licensor into the Products. Upon request by Licensee and at Licensee’s sole expense, Licensor
agrees to furnish engineering personnel to provide the know-how to allow Licensee to obtain
the benefits of the Licensor Improvements, upon terms and conditions to be mutually agreed
to in writing. All information contained in the Licensor Improvements, including the related
know-how, when provided pursuant to such mutual agreement, shall become a part of the
Technical Information.
3.2
Paragraph 3.1 does not apply to ___________________________________. [list any products or
modifications that do not apply].
4.
Technical Assistance; Quality Control
4.1
Licensor shall, at Licensee’s request and prepayment of all applicable charges and expenses
and subject to the availability of appropriate personnel, take all reasonable steps to arrange
for Licensor engineers and technicians, as appropriate, to work at Licensee’s manufacturing
plant in India where the Products will be manufactured, to establish and commence
operations of the manufacturing processes of the Products and to train Licensee’s personnel,
as may be required by Licensee. Licensor shall determine in its sole discretion the number,
identity and level of expertise of the personnel required to provide technical assistance to
Licensee, and Licensee shall obtain all necessary prior approvals, including all immigration
permits and authorisations, from the Government of India for Licensor’s engineers and
technicians to visit the plant and shall pay Licensor in accordance with Licensor’s standard
charges then in effect for such services.
4.2
For the purpose of familiarising Licensee’s staff with the methods used by Licensor in relation
to the manufacture of the Products, Licensee shall be entitled during the first
___________________ of this Agreement, upon request, but in each case at a time reasonably
convenient to Licensor, and subject to payment of Licensor’s standard charges then in effect
for such services, to send suitably qualified employees of Licensee, not exceeding _______ in
number, to Licensor’s facility in ___________________________ for visits not exceeding in the
aggregate 30 man days per annum. Licensee shall be responsible for all such employees in
connection therewith. Licensee shall indemnify Licensor from all damages, losses, claims and
expenses of any nature whatsoever arising from any deliberate act or omission of Licensee’s
personnel while onsite at Licensor’s facility for the purpose of such training. Additionally,
Licensee shall cause all such personnel to execute and abide by any and all confidentiality
agreements and other requirements that Licensor may reasonably request.
4.3
All information communicated by Licensor to Licensee pursuant to Paragraphs 4.1 and 4.2
shall constitute Technical Information of Licensor and Licensee shall keep all such
information confidential as is required by Article 5, whether or not elsewhere described and
whether or not summarised in writing and given by Licensor to Licensee.
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THIS IS A 14-PAGE DOCUMENT, including all schedules & attachments.
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