Agreement to supply technical know-how

Updated atMarch 2010

THIS AGREEMENT is made at ............. this... day of................. between M/s. XYZ 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. ABC Co. Ltd., a Company registered under the Indian Companies Act, 1956, and having its registered office at... hereinafter referred to as the 'Indian Company' of the Other Part.

WHEREAS the Foreign Company is carrying on business of manufacturing/fabricating the Items of machinery/the products, the particulars of which are set out in the Schedule hereunder written, at...

AND WHEREAS the Foreign Company has the exclusive expertise or know-how in respect of the said items of machinery/product.

AND WHEREAS the Indian Company proposes to set up a factory at... with intent to manufacture similar machinery/product and requested the Foreign Company to make available the know-how to the Indian Company.

AND WHEREAS after the negotiations the Foreign Company has agreed to make available to the Indian Company know-how on the following terms and conditions and which are set out and now proposed to reduce to writing.

AND WHEREAS approval of the Government of India will be obtained to enter into this agreement and this agreement will be subject to such approval.


  1. The Foreign Company shall make available to the Indian Company all the expertise or know-how in relation to the manufacture of the said items of machinery/product mentioned in the Schedule hereunder written within a period of....... days from the date hereof.

  2. The Foreign Company shall supply to the Indian Company all the materials regarding such know-how, such as the formulae, charts. drawings, process sheets, calculation sheets, standards and other Information as Is necessary to understand and utilise the said know-how and to implement the same In the manufacture of the said items of machinery/ products.

  3. All such material referred to above shall be in the English language and shall be supplied to the Indian Company by the Foreign Company within... days from the date hereof and as and when required subsequently by the Indian Company.

  4. If the Foreign Company effects any improvement or makes any additions or alterations in the technology for the manufacture of the said items of machinery/product, the same will be intimated to the Indian Company forthwith and all the literature, new formulate, drawings and other information in respect of such new technology or improvement, additions or alterations shall also be supplied to the Indian Company forthwith.

  5. All the know-how and other Information supplied to the Indian Company shall be kept secret by the Indian Company and shall not he directly or indirectly passed on to any other person In or outside India. The Indian Company will secure from its employees who become acquainted with such know-how, proper agreements for maintaining the secrecy of the know-how and supply copy thereof to the Foreign Company.

  6. The Foreign Company will assist the Indian Company in selecting and buying the modern and up to date machinery and equipment in India or abroad, suitable for the manufacture the type of machinery /product aforementioned and supply the necessary Information with the Foreign Company in connection with such machinery product.

  7. The material relating to the know how mentioned above shall be in English language or If the original is any other language it will be...

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