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Contract Technical Assistance

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This Contract for Technical Assistance is an international contract necessary for companies that conduct business in other countries. This contract has been proven effective in Europe, Mexico and the United States. It contains both standard clauses as well as opportunities for customization to ensure that the understandings of the parties are properly set forth. This form is most useful to individuals who conduct business operations in other countries, especially in Europe, Mexico and the United States.

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									This Contract for Technical Assistance is an international contract necessary for
companies that conduct business in other countries. This contract has been proven
effective in Europe, Mexico and the United States. It contains both standard clauses as
well as opportunities for customization to ensure that the understandings of the parties
are properly set forth. This form is most useful to individuals who conduct business
operations in other countries, especially in Europe, Mexico and the United States.
                  TECHNICAL ASSISTANCE AGREEMENT
This agreement (the “Agreement”) is entered into as of _______________, by and between
__________________ a corporation organized and existing under the laws of the
____________(hereinafter referred to as “Subsidiary”), and_____________, a corporation
organized and existing under the laws of _______(hereinafter referred to as “Company”).

RECITALS

WHEREAS, Company has a broad experience and a well established reputation in the field of
the manufacture of products for the __________ industry, such as ________________
products,_______________ products, ______________ products, _____________ products, and
____________products (such products hereinafter collectively referred to as the “Products”),
and has the financial and technical capability to perform its obligations herein;

WHEREAS, in order to improve and optimize its manufacturing processes and use the
technical information required for manufacturing the Products, Subsidiary requires the
technical assistance of Company in the terms and conditions set out herein;

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein
contained, the parties hereto execute this Agreement subject to the following:

CLAUSES

Section 1. Definitions. As used in this Agreement, the following terms shall have the meanings
set forth below:

“Technical Information” shall mean information comprising know-how, secret processes,
formulae and other technical information and methods of carrying on business, including
business and marketing strategies related to the design, manufacturing, marketing and/or
distribution of the Products, including updates, revisions and improvements thereto.

Section 2. Services. Subject to the terms and conditions of this Agreement, Company hereby
agrees to provide to Subsidiary technical assistance for the non-exclusive manufacture and sale
of the Products. Such technical assistance shall be rendered in the following manner (i) telephone
facsimile or e-mail consultation, and (ii) visits to Subsidiary’s facilities to provide Subsidiary
with training of its personnel.

Section 3. Non-Exclusive Rights. Nothing herein shall limit the rights of Subsidiary to hire or
contract another individual or entity for the rendering of the services hereunder.

Section 4. Obligations of Company. Company hereby covenants and agrees to:

A. Personnel. Company shall comply with its obligations hereunder through qualified personnel
of Company with the training required to render the services hereunder.




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B. Reports. Company shall provide to Subsidiary quarterly written reports on its activities
hereunder, which reports shall include a daily breakdown of the services rendered setting out
the time spent in each different service (the “Quarterly Reports”). The Quarterly Reports
shall be submitted to Subsidiary within the first 3 (three) days of each quarter through the
duration of this Agreement and shall cover the services rendered during the previous quarter.

C. Expenses. Bear all expenses related with the services hereunder, except for expenses previously
approved by Subsidiary, which shall be advanced or reimbursed to Company by Subsidiary.

D. Compliance with Laws. Comply with all legal requirements within the Territory that apply to
this Agreement.

Section 5. Obligations of Subsidiary. Subsidiary hereby covenants and agrees to:

A. Information and Assistance. Provide Company with reasonable information and assistance
to permit Company to perform its obligations hereunder.

B. Facilities. Upon request, and in order to comply with its obligations hereunder, Subsidiary shall
provide to Company reasonable office space, equipment and secretarial support at no charge.

Section 6. Representation and Warranties of Company. Company hereby represents and
warrants:

A. Due Incorporation. Company is a corporation duly organized and existing under the laws of
_______________, and has the corporate power to execute, deliver and perform this Agreement.

B. Authorization, No Default, Legal Effect. The execution, delivery and performance by
Company of this Agreement (i) has been duly authorized by all necessary corporate action,
and does not violate any provision of any applicable legal requirements, or of its by-laws; (ii)
does not and shall not result in the breach of, or constitute a default under, or require any
consent under, any indenture, Agreement, mortgage or any other instrument to which
Company is a party or by which it or any of its properties may be bound or affected; and (iii) shall
constitute, valid, binding and enforceable obligations in accordance with its terms.

C. Technical and Financial Capacity. Company has all of the technical and financial capabilities
and the personnel necessary for the efficient rendering of the services under this Agreement.

D. Appropriateness of Technical Information. Company represents and warrants that the
Technical Information to be provided by Company pursuant to this Agreement shall be
complete and shall comprise all of the Technical Information that has been used by Company
for the development and manufacture of the Products. In the event that the Technical
Information provided is not complete and correct, Company shall make its best efforts to correct
and complete any such Technical Information.

E. Outcome. Company makes no representation or warranty whatsoever with respect to the
ability of Subsidiary to use the Technical Information or to manufacture the Products or with
respect to the quality of the Products to be manufactured by Subsidiary.


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Section 7. Representation and Warranties of Subsidiary. Subsidiary hereby represents and
warrants:

A. Due Incorporation. Subsidiary is a stock corporation duly organized and existing under the
laws of the ____________________, and has the corporate power to execute, deliver and perform
this Agreement.

B. Authorization, No Default, Legal Effect. The execution, delivery and performance by
Subsidiary of this Agreement (i) has been duly authorized by all necessary corporate action, and
does not violate any provision of any applicable legal requirements or of its by-laws; (ii) does not
and shall not result in the breach of, or constitute a default under, or require any consent
under, any indenture, Agreement, mortgage or any other instrument to which Subsidiary is a
party or by which it or any of its properties may be bound or affected, and (iii) shall constitute,
valid, binding and enforceable obligations in accordance with its terms.

Section 8. Confidential Information and Proprietary Rights. Subsidiary shall maintain
strict confidentiality and shall refrain from disclosing any Confidential Information (as this
term is defined below) to which it may have access as a consequence of the services rendered by
Company. Upon written request of Company, Subsidiary shall cause any of its employees who
may have access to Confidential Information to sign a separate confidentiality in the terms
hereof. Furthermore, upon written request of Company, Subsidiary shall return to Company
all materials containing or including Confidential Information and copies thereof. Upon
termination of this Agreement for any reason, Subsidiary shall immediately cease to use
any Technical Information received from Company and shall promptly return to Company any
and all such Technical Information in its possession.

For purposes of this Agreement, Confidential Information shall mean such written, oral,
graphic or electromagnetic information which is clearly identified by Company as confidential,
including but not limited to technical, financial and business information about names of
potential customers or partners, proposed business deals, reports, plans market projections,
data or any other confidential and proprietary information. The term “Confidential
Information” shall not include information which: (i) becomes generally available to the
public other than as a result of an unauthorized disclosure by Subsidiary, its employees,
representatives, or its agents; (ii) was made available to Subsidiary on a non-confidential basis
prior to its disclosure hereunder; (iii) is or has been independently developed or acquired
by Subsidiary without violation of this Agreement; (d) becomes available on a non-confidential
basis from a third party source; (iv) is explicitly approved for release by written authorization of
Company, or (v) oral information which is not otherwise reduced to writing and identified
specifically in writing as confidential by Company within seven days after initial disclosure.

The obligations under this Section 7 shall survive the termination of this Agreement for any
reason whatsoever for a term of _____ years.

Section 9. Fees and Terms and Conditions of Payment. In consideration of the services
hereunder, Subsidiary shall pay Company a fee of _______of Subsidiary’s gross Product sales in



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US Dollars. All payments to Company hereunder shall be made quarterly, within 30 (thirty)
days following the end of the relevant fiscal quarter through the life of this Agreement. Fees to
Company under this Agreement shall be made by depositing the amounts due in the banking
account designated in writing by Company to Subsidiary for such purposes.

Notwithstanding the above, Subsidiary may make payments under this Agreement at any
time, provided Subsidiary gives notice in writing to Company 10 (ten) days in advance to the
payment date.

In the event that Subsidiary shall be prevented by exchange regulations or restraints from taking
payment of any amounts due to Company in the terms set forth in this Section, then Subsidiary
shall make payments in such other currency and in such manner as may be selected by
Company and permitted under the applicable governmental and exchange regulations.

Section 10. Taxes and Tax and Labor Indemnity.

A. Taxes. Company shall be responsible for any US or taxes relating to the income of Company
derived from payments hereunder. Subsidiary shall be responsible for any other _________ taxes
in connection with the transactions herein. If payments hereunder are subject to withholding
income taxes, then Subsidiary; (i) will be required to withhold the corresponding amount, (ii)
deliver such withholding taxes to tax authorities within the term provided in applicable laws,
and (iii) provide Company with copies of the official receipts evidencing payment of the
withholding taxes within a term of 15 (fifteen) days after the due date thereof.

B. Labor Indemnity. Company will comply with its obligations hereunder through its own
personnel paid and subordinated to Company. Subsidiary shall have no liability of any nature
whatsoever, including any tax or tax withholding on salaries and any employee insurance or
social security payments with respect to the personnel of Company referred to above. Company
warrants that any and all taxes, payments or compensation that Company shall pay or deliver to
its personnel or to the competent authorities in connection with its personnel shall be fully
paid. Furthermore, Company shall hold harmless, defend and indemnify Subsidiary from
any demand or claim made by Company personnel and/or competent authorities and reimburse
Subsidiary for any amounts disbursed by Subsidiary with respect thereto.

Section 11. Term. This Agreement shall remain in full force and effect until Company or any
subsidiary or affiliate thereof ceases to be a shareholder of Subsidiary; however, this Agreement
may be terminated by either of the parties with a cause (e.g., breach of the other's party
obligations) or without cause at any moment by written notice to the other given 30 (thirty)
calendar days prior to the date of termination. During said 30 (thirty) day period, Company
shall continue its performance hereunder to the extent requested by Subsidiary and shall be
paid accordingly.

Section 12. Notices. Any notice or request hereunder shall be given in writing and delivered by
hand, by confirmed facsimile, or through international courier overnight express delivery
service. Any such notice shall be given to each of the parties to their following addresses:




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Subsidiary:




Attention: [_________________________]


Company:

                   [_____________________]
                   [_____________________]
                   [_____________________]

Attention: [__________________________]



or to such other address as such party may indicate by a notice delivered to the other party hereto
pursuant to the terms hereof.

Section 13. Entire Agreement. This Agreement and all other documents to be delivered in
connection herewith set forth the entire Agreement and understanding between the parties as to
the subject matter hereof and supersedes all prior discussions, agreements and
understandings of every kind and nature between them.

Section 14. Governing Law and Arbitration. This Agreement shall be governed by and interpreted
in accordance with the applicable laws of ______________. Any controversy, claim,
difference or dispute arising from, related to or associated with this Agreement or a breach
hereof, shall be settled in a final manner through binding arbitration proceedings conducted
in _________________, in accordance with the Rules of Arbitration of the International
Chamber of Commerce by one or more arbitrators appointed in accordance with such Rules.

Section 15. No Agency. This Agreement shall not constitute any party hereto as the legal
representative or agent of the other, nor shall any party have the right or authority to assume,
create or incur any liability or any obligation of any kind, express or implied, against or in the
name or on behalf of the other party.

Section 16. Headings. The headings of this Agreement are inserted for convenience only and
shall not be deemed to constitute a part thereof.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, on the
date first above written.




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Company                                                                    Subsidiary



__________________________                                                 ____________________________
By:                                                                        By:



Position:                                                                  Position:




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