Technical Foreign Collaboration

This agreement is made at Mumbai this ………………………… day of …………………… 2000 between TESCO Inc., incorporated under the appropriate laws of the United Kingdom having its office at 3 Baker Street, London (hereinafter referred to as TESCO) of the one part and GALCO Ltd., a company registered under the Companies Act 1956 and carrying on business at 100 D.N Road, Mumbai 400 001 (hereinafter referred to as GALCO) of the other part.

WHEREAS TESCO is the manufacturer, dealer and exporter of Computers Hardwares, Softwares and accessories (hereinafter referred to as the products) and has highly developed technical know-how, secret techniques, technical information and skilled technical personnel concerning the manufacture and marketing of Computers, Hardwares and Softwares and accessories (hereinafter referred to as the technology).

AND WHEREAS TESCO has agreed at the request of GALCO to provide and render technical assistance and advice for setting up at the factory of GALCO a manufacturing unit for manufacturing, distribution, sale and export of the said productsand to allow the use of TESCO’s Trade Marks, Patents, Licences and other rights in relation to the said productsand GALCO has agreed to accept the same.

Now this agreement witnesseth and the parties hereby agree as follows:

1. TESCO will provide, furnish and make available to GALCO latest technology including engineering and manufacturing information, designs, production methods, plant, future innovations, improvements relating to designs, production methods, manufacture, testing, processes of the said products and engineering blue-prints, plant lay-out, drawings, information and documents relating to manufacturing processes of the said products and all other related information and particulars for successful installation, running of and production in the said unit.

2. TESCO shall provide and depute technical personnel for the preparation of the factory site, installation of plant and machinery supplied or selected by TESCO, start up operation and selection and procurement of raw materials either from TESCO or from other sources till the commercial production of the unit is commenced.

3. TESCO will train at the factory of GALCO its personnel so that they may be able to run the unit smoothly and be abreast with all the technical know-how.

4. TESCO will ensure production of quality products at the GALCO’s unit with full capacity, marketing and export of the products.

5. TESCO will allow the use of its...