Call No. : +91 70452 82751 / Mail Address : support@landmarq.in

Landmarq

Talk To Lawyer

AGREEMENT TO PUT UP PLANT AND MACHINERY

THIS AGREEMENT is made at Mumbai, this 15th day of April, 2025,
BY AND BETWEEN:

M/s. Auriga Engineering Pvt. Ltd., a company incorporated under the Indian Companies Act, 1956, having its registered office at 101 Techno Park, Andheri East, Mumbai – 400059, hereinafter referred to as the “Indian Company” (which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns) of the First Part,

AND

M/s. Orion Global Systems Inc., a company incorporated under the laws of the State of Delaware, United States of America, having its principal office at 725 Beacon Street, Boston, MA 02115, USA, hereinafter referred to as the “Foreign Company” (which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns) of the Second Part.

WHEREAS the Indian Company has established a manufacturing facility at Chakan Industrial Estate, Pune, and has procured sophisticated machinery and equipment from the Foreign Company;

AND WHEREAS at the time of purchase of such machinery and equipment, it was agreed between the parties that the Foreign Company shall provide necessary assistance in the operation, maintenance, and repair of the said machinery and equipment, upon terms and conditions mutually agreed upon and to be recorded in writing;

AND WHEREAS both parties now wish to formally execute this agreement recording the said terms and conditions;

AND WHEREAS this agreement is subject to the approval of the Reserve Bank of India and/or the Government of India;

NOW, THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

  1. The Foreign Company shall, upon request of the Indian Company, depute a qualified technician or expert to India to assist in the repair or maintenance of the machinery and equipment supplied.
  2. All travel, accommodation, boarding, and incidental expenses of such expert(s) during their stay in India shall be borne by the Indian Company.
  3. Should the expert initially deputed fail to complete the required maintenance or repair satisfactorily, the Foreign Company shall, at its own cost, send another qualified expert to complete the task.
  4. The Foreign Company shall supply spare parts, tools, and equipment as required for the upkeep and repair of the machinery, at prevailing market prices. The Indian Company shall obtain the necessary import licenses and effect payment through irrevocable Letters of Credit in favour of the Foreign Company.
  5. In consideration of the services to be provided, the Indian Company shall pay a lump sum royalty of USD 150,000 to the Foreign Company in the following manner:
    i. One-third (USD 50,000) upon receipt of approval from the Reserve Bank of India and registration of this agreement with an authorised dealer in foreign exchange.
    ii. One-third (USD 50,000) upon supply and commissioning of the technical know-how.
    iii. Final one-third (USD 50,000) after a period of four years from the date of RBI approval.
  6. All remittances shall be made at the prevailing exchange rates on the date of remittance.
  7. All payments under this agreement shall be subject to applicable taxes and levies, including cess under the Research and Development Cess Act, 1986, and income tax under the Income Tax Act, 1961, as may be applicable.
  8. Copies of this agreement, duly executed by both parties, shall be submitted to all regulatory and statutory authorities as required under Indian law.
  9. The Foreign Company shall also provide to the Indian Company the requisite know-how, technical information, and updates or improvements thereto, from time to time. The Indian Company undertakes to maintain the confidentiality of such know-how and shall ensure that its employees also comply with this obligation.
  10. The term of this agreement shall be ten (10) years from the date of approval by the Government of India, unless otherwise extended by mutual written consent of both parties.
  11. All payments to be made under this agreement shall comply with the directions of the Reserve Bank of India.
  12. The approval letter issued by the Department for Promotion of Industry and Internal Trade (DPIIT), Government of India, shall form an integral part of this agreement. Any clause herein inconsistent with the said approval shall be deemed void.
  13. This agreement shall terminate upon the occurrence of any of the following events:
    i. Breach by either party, provided written notice is given and the breach is not rectified within three months.
    ii. Occurrence of a force majeure event that renders performance impossible.
    iii. Voluntary or involuntary liquidation of either party.
    iv. Mutual written agreement of both parties.
  14. The Indian Company shall be responsible for obtaining all necessary permissions, clearances, and licenses from the appropriate governmental and statutory authorities for the execution of this agreement.
  15. Any dispute or difference arising out of or in connection with this agreement shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually appointed, or in default thereof, by two arbitrators (one appointed by each party). The venue of arbitration shall be Mumbai, India.
  16. This agreement shall be governed and interpreted in accordance with the laws of India.
  17. Any communication under this agreement shall be made by registered airmail, courier with acknowledgment due, or by electronic means (e.g., email, fax), followed by written confirmation sent by post. Evidence of dispatch shall be sufficient proof of service.
  18. For the purpose of this agreement, “know-how” shall include technical information such as inventions, formulas, processes, engineering skills, scientific data, specifications, calculations, drawings, designs, and any other information relevant to manufacturing operations.
  19. The Foreign Company shall provide the following services as part of the technical assistance:
    a. Conduct market studies and profitability analysis;
    b. Provide up-to-date engineering and production technology;
    c. Advise on manufacturing practices and quality control;
    d. Assist in procurement of raw materials and production tools;
    e. Guide on marketing, sales, and export strategies;
    f. Suggest systems for improving production efficiency and cost reduction;
    g. Offer general advisory support for maximizing operational excellence.
  20. Neither party shall assign or transfer their rights or obligations under this agreement without prior written consent of the other party.
  21. This agreement shall be binding upon the respective successors and permitted assigns of the parties.

IN WITNESS WHEREOF, the parties hereto have executed this agreement through their authorised representatives on the day and year first above written.

For M/s. Auriga Engineering Pvt. Ltd.
(Indian Company)

Seal affixed pursuant to Board Resolution dated 5th April, 2025
Signed by: Mr. Rajiv Mehta, Director

For M/s. Orion Global Systems Inc.
(Foreign Company)

Seal affixed pursuant to Board Resolution dated 25th March, 2025
Signed by: Ms. Amanda Clarke, Director

Witnesses:

  1. Mr. RAJIV MEHTA, resident of 789, Lakeview Road, Aligarh
  2. Ms. ANITA SRIVASTAVA, resident of 321, Lotus Enclave, Kurnool