tech_market[format]

DATED 2019

(1) ABC PLASTIC LIMITED
(2) XYZCONSOLIDATED LIMITED

TECHNOLOGY AND MARKETING COLLABORATION
AGREEMENT

CONTENTS Page
Clause

1 DEFINITIONS .............................................................................................................3
2 GRANT OF RIGHTS.....................................................................................................8
3 KNOW-HOW .............................................................................................................9
4 SERVICES..................................................................................................................9
6 TRADE MARKS.........................................................................................................13
7 IMPROVEMENTS .....................................................................................................14
8 CONFIDENTIALITY ..................................................................................................15
9 PAYMENTS AND ROYALTIES ....................................................................................16
10 RECORDS ................................................................................................................19
11 LICENSEE’S OBLIGATIONS........................................................................................19
12 INFRINGEMENT OR MISUSE ....................................................................................21
13 TERM AND TERMINATION.......................................................................................21
14 CONSEQUENCES OF TERMINATION.........................................................................22
15 PRODUCT LIABILITY.................................................................................................23
16 RESTRICTIONS ........................................................................................................23
17 FORCE MAJEURE .....................................................................................................24
18 ASSIGNMENT ..........................................................................................................24
19 RELATIONSHIP OF THE PARTIES...............................................................................24
20 SEVERABILITY..........................................................................................................24
21 ENTIRE AGREEMENT/RELIANCE ON REPRESENTATIONS ..........................................24
22 VARIATIONS ............................................................................................................25
23 WAIVER ..................................................................................................................25
24 DISPUTE RESOLUTION .............................................................................................25
25 GOVERNING LAW AND JURISDICTION .....................................................................25
26 NOTICES..................................................................................................................25
27 COSTS AND EXPENSES.............................................................................................26
29 COUNTERPARTS ......................................................................................................27
Schedules
1 KNOW-HOW ...........................................................................................................28
2 TRADE MARKS.........................................................................................................29
3 ARTICLES TO BE PURCHASED FROM ABC............ ERROR! BOOKMARK NOT DEFINED.
4 PROJECT PLAN ........................................................................................................32
5 FEES AND COSTS .....................................................................................................33
6 SPECIFICATION........................................................................................................33
7 ASSISTANCE PLAN ...................................................................................................34

THIS AGREEMENT is made on 2019
BETWEEN

(1) ABC PLASTIC LIMITED (registered number 995976) whose registered office is at
________ (“ABC”)

(2) XYZ CONSOLIDATED LIMITED (registered under the Indian Companies Act, 1956
whose registered office is at ____ India (the “Licensee”)

BACKGROUND

(A) ABC is possessed of Know-How relating to the Products and has certain skills and
the ability to provide consultancy services and technical assistance in the design,
marketing, manufacture and sale of the Products.

(B) The Licensee wishes to design windows, doors and partition systems that
incorporate the Profiles and to make, extrude, fabricate, sell and install the
Products in the Territory.

(C) ABC is willing to provide consultancy services and technical assistance to the
Licensee and to license the Licensee to use the Know-How to design windows, doors
and partition systems that incorporate the Profiles and to make, extrude, fabricate,
sell and install the Products in the Territory on the terms of this Agreement.

1. DEFINITIONS

1.1 In this Agreement and the Background the following expressions have the following
meanings unless inconsistent with the context:

“Approved Trade Mark” the trade marks set out in Part 1 of Schedule 2

“Assistance Plan” the plan set out in Schedule 7 (JB to provide)

“Associated Company” any company which is, in relation to another
company, its holding company or its subsidiary
or a subsidiary of its holding company

“Background Information” all technical know-how and information known
to the Parties at the Commencement Date of a
confidential nature and not in the public domain,
together with all intellectual property rights
owned by or licensed to the Parties at the
Commencement Date

“Business Day” any day other than a Saturday or Sunday or a
bank or public holiday in England

“Commencement Date” the date of this Agreement

“Confidential Information” all information in relation to a party which is
commercially sensitive or of a secret nature (in
the case of ABC including Know-How), or
information which is marked confidential, or
which is orally stated to be confidential, relating
to any and all aspects of the business and
financing of either party. Such information may
be expressed in any form including orally, as an
idea, as price lists, plans, customer lists or
details, computer software, or information
concerning either party’s relationships with
actual or potential clients or customers and the
needs and requirements of such persons

“Control” direct or indirect ownership of more than 50% of
the share capital or similar right of ownership

“Costs” the costs incurred by ABC specified in Schedule 5

“Dry Blend” a dry powder mixture of Vinyl resin, pigments
and various additives which is used as a raw
material in the manufacture Profiles

“Exclusive” a right granted under this Agreement which the
grantor will not itself exercise and will not
authorise other persons to exercise

“Government Approval” written approval from the Ministry of Industry,
Government of India, Department of Industrial
Policy and Promotion, New Delhi or such other
authority or government department from
whom approval is required for foreign
technology agreements and/or the purposes of
this Agreement

“Horizontal Sliding Window a multi-element assembly incorporating an outer
System” frame and a number of Sashes depending on the
specification which can either be fixed in position
or can slide horizontally

“ABC’s Bank” Lloyds TSB Bank plc,
City Office
PO Box 17328
11-15 Monument Street
London
EC3V 9JA
(Sort Code 30-00-02, Account No: 1608849)
or such other bank as ABC shall substitute by
written notice

“Improvements” any improvement, modification or adaptation to
“Know-How” the Know-How which (whether or not
patentable) might reasonably be of commercial
“Local Requirements” interest in the marketing, design, manufacture,
“Man Day” quality, presentation or supply of any of the
“Minimum Sales Value” Products and which may be made or acquired by
“Net Sales Value” either party during the term of this Agreement

all knowledge, experience, data, marketing
expertise, technical or commercial information,
inventions and all other intellectual property
rights which might reasonably be of commercial
interest to either party in the design,
manufacture or supply of the Products. This
includes (without limitation) descriptions of
manufacturing processes, formulae, and
drawings relating to the design, development,
manufacture, assembly, repair, testing and use
of the Products brief particulars of which are set
out in Schedule 1

all relevant statutes, statutory rules or orders or
other instruments having the force of law in the
country of manufacture or sale (or other
disposal) by ABC or the Licensee of the Products
(including any such requirements as to applicable
health and safety standards, design,
manufacture or packaging)

8 working hours in any day during which a
member of ABC’s staff is made available to the
Licensee

the minimum aggregate Net Sales Value
calculated in sterling. Conversion into sterling
shall be on the basis set out in clause 9.7.1.1 at
the rate ruling on the last day of the relevant
year

the invoiced sales price of the Products (after
deduction of normal trade discounts actually
granted; any rebates; discounts or credits
actually given by the Licensee for returned or
defective goods; any costs of packing, insurance,
carriage, freight, export/import duties and value
added tax or any other applicable sales tax or
government levies) or such other price which is

“Non-exclusive” deemed to be the Net Sales Value pursuant to
“Outer Frame” clause 9.3

“Outer Frame Profile” a right granted under this Agreement which the
grantor may itself exercise and may authorise
“Parties” and assist any third party to exercise
“Person”
“Phase” an assembly which is generally rectangular or
“Products” square, is manufactured from Outer Frame
Profile and incorporates other secondary
“Profile(s)” Profiles, locking devices and accessories
“Project Plan”
“Quarter” a Profile specifically designed to form the
perimeter of the outermost frame assembly of a
“Records” sliding Sash window that will also accept sliding
Sashes

the parties to this Agreement

[BM to insert ]

a phase of the project as set out in the Project
Plan

Profiles, any Windows, including the Horizontal
Sliding Window System, doors and partition
systems that incorporate Profiles and any
associated accessories and any other product
using the Know-How

longitudinal elements, extruded from Dry Blend
to a set form, which are subsequently used in the
manufacture of windows, doors and partitions

the plan set out in Schedule 4 JB to provide

the period of 3 months commencing on the date
of this Agreement and each consecutive period
of 3 months thereafter, or any shorter period
commencing on a day immediately following the
end of a Quarter and ending on the termination
of this Agreement, and “Quarterly” shall be
construed accordingly

all files, records, documents, notebooks, books
and accounts, statistics, surveys, blueprints,
designs, drawings and specifications, relating to
the business of the Licensee including any such
information recorded or stored in writing or

“Sash” upon magnetic tape or disc or otherwise
“Sash Profile” recorded or stored for reproduction, whether by
mechanical or electronic means and whether or
“Services” not such reproduction will result in a permanent
record being made and all other data necessary
“Sole” for the determination of royalties payable under
“Specification” clause 9.2

“Supply” a rectangular or square assembly incorporating
“Territory” rollers, locking mechanisms and accessories and
“Trade Marks” panes of glass
“Vinyl”
“Windows” a Profile specifically designed to form the
“Year” perimeter of a sliding Sash which retains the
pane(s) of glass with the Sash. Depending on the
specification required the Sash Profile may or
may not be strengthened with additional metal
reinforcing located within an internal hollow
chamber

the consultancy services and technical assistance
to be provided by ABC under this Agreement as
more particularly described in the Assistance
Plan at Schedule 7

a right granted under this Agreement which the
grantor may itself exercise but will not authorise
other persons to exercise

as described at Schedule 6 and as shall be more
particularly described by ABC from time to time
to reflect the on-going design process within the
Services

give, sell, lend, let out on hire, lease or otherwise
dispose of

India, Nepal, Bangladesh and Bhutan

the trade marks set out in Part 2 of Schedule 2

polyvinyl chloride

Vinyl windows incorporating Profiles

a period of 365 days from the Commencement
Date (or where that period includes a 29th
February, 366 days)

1.2 Any reference in this Agreement to a clause or Schedule is a reference to a clause or
Schedule of this Agreement and references in any Schedule to paragraphs relate to
the paragraphs in that Schedule.

1.3 Any reference to a “party” shall mean ABC or the Licensee or both of them as the
context requires and “parties” shall be construed accordingly.

1.4 The headings in this Agreement are for convenience only and shall not affect its
construction or interpretation.

2. GRANT OF RIGHTS

2.1 ABC grants to the Licensee with effect from the Commencement Date the Exclusive
right and licence subject to clause 9.6 under the Know-How for the duration of this
Agreement, to:

2.1.1 design windows, doors and partition systems that incorporate Profiles; and

2.1.2 extrude Profiles and make, fabricate and install Products in the Territory;
and

2.1.3 use and Supply Products in the Territory.

2.2 For the duration of this Agreement ABC shall have no right subject to clause 9.6 to:

2.2.1 make, use, or Supply Products other than to the Licensee or make any
other use of the Know-How in any country within the Territory; or

2.2.2 grant to any other person a licence to do so within the Territory.

2.3 The Licensee shall have no right to manufacture, use or Supply any of the Products,
or make any use of the Know-How, for any purpose except for the purpose and
under the terms of this Agreement and without first obtaining all Governmental
Approvals required for the purposes of this Agreement.

2.4 The Licensee shall not grant or purport to grant to any person any sub-licence or
sub-contract of its rights or obligations under this Agreement, save in relation to the
fabrication or installation of Products provided that:

2.4.1 the sub-licence is in writing and contains the like obligations and
undertakings by the sub-licensee as are contained in this Agreement
including in particular (but not limited to) clause 8 (confidentiality), and the
Licensee ensures that all sub-licensees duly observe and perform the same;
and

2.4.2 the Licensee shall remain responsible for all acts and omissions of such
sub-licensees and sub-contractors as though they were made by the
Licensee and shall indemnify and keep indemnified the Licensor against all
or any losses, costs, claims, damages and expenses incurred by the Licensor

or for which the Licensor may become liable as a result of the default or
negligence of any sub-licensee or sub-contractor.

(Jim Brown to confirm exactly what else the Licensee can sub-contract (if
anything) - whether we want further controls or whether to specify a list of
approved sub-contractors).

3. KNOW-HOW

3.1 Subject to the receipt by ABC of evidence of all written Government Approvals in
relation to this Agreement, ABC will at appropriate stages in accordance with the
Project Plan supply to the Licensee the relevant parts of the Know-How in its
possession (which ABC is lawfully permitted to disclose) and which in the opinion of
ABC is necessary for the manufacture and use of the Windows in accordance with
this Agreement.

3.2 Such Know-How supplied by ABC shall be subject to the provisions of clause 8
(confidentiality) and shall be used by the Licensee only for the purposes of and
subject to the terms of this Agreement.

4. SERVICES

4.1 On such dates or at such stages of Phase One as more particularly described in the
Project Plan, the Project Director and or other qualified staff or sub-contractors of
ABC will provide the services, covering:

4.1.1 assisting in the transfer of Know-How relating to Windows to the Licensee;

4.1.2 assisting and training the Licensee with the development of a marketing
strategy and marketing techniques for the Products in the Territory as
follows:

4.1.2.1 ABC shall use its own knowledge and experience to assist the
Licensee to formulate a five year marketing strategy to address
issues such as market analysis, segmentation, opportunities,
threats and growth potential; routes to market, market
creation and barriers to entry; competition evaluation, Product
specification and pricing, advertising strategy; location of
mixing/blending extrusion and window fabrication facilities;
and secondary and or complimentary product ranges;

4.1.2.2 the assistance and/or training outlined at clause 4.1.2.1 shall

initially be given to the Licensee at ABC’s site at [ ]

and thereafter shall be given by ABC at the Licensee’s site in

India at such times and for such duration as detailed in the

Assistance Plan;

4.1.2.3 for the avoidance of doubt the Licensee shall be responsible for
meeting its and ABC’s travel, accommodation and subsistence

costs and expenses incurred in connection with the marketing
strategy development and training.

4.1.3 provision of design services whereby ABC shall:

4.1.3.1 undertake the initial design of Vinyl Profiles, reinforcing
profiles, system specific injection moulded components, and
locking mechanisms and ancillary products required for the
Horizontal Sliding Window System;

4.1.3.2 conduct a design review by post and telephone with the
Licensee of the designs produced pursuant to clause 4.1.3.1;

4.1.3.3 following the design review, undertake required modification
to the initial designs;

4.1.3.4 visit the Licensee at it’s premises to undertake an on-site design
review;

4.1.3.5 implement the results of the design review to finalise the
designs which shall be sent by post to the Licensee to be
signed-off as agreed by the Licensee. In the event that the
designs are not signed-off as agreed by the Licensee, ABC
reserves the right to terminate this Agreement;

4.1.3.6 following sign-off of the designs and undertake testing of the
designs;

4.1.3.7 supply to the Licensee stocks of Profiles required in the
manufacture of the Horizontal Sliding Window System
manufactured by ABC at its own premises to be purchased by
the Licensee, such purchase to be subject to ABC’s standard
terms and conditions of sale and prevailing price rates;

4.1.3.8 provide at ABC’s premises the first set of necessary tooling
which the Licensee is obliged to purchase from ABC at a price
to be agreed between the Parties but which shall be
competitive with the prices of tooling of similar quality,
specification, material and output quoted in writing by other
tooling manufacturer(s), and such purchase shall be subject to
ABC’s standard terms and conditions of sale which shall be to
the exclusion of any terms and conditions of purchase
submitted at any time by the Licensee whether printed or sent
with any order form or otherwise which shall be transported by
the Licensee to its own premises at its own risk and expense.
The Licensee shall be responsible for collection and/or
transportation of the tooling to its own premises which shall be
at its own risk and expense;

4.1.4 developing a Dry Blend for white profiles for use within the Territory and
supplying the Licensee with details of components, relative quantities
used, sources and proposals as to the blending and mixing process and
methodology for such Dry Blend;

4.1.5 making available to the Licensee technical manuals to assist the Licensee to
design and manufacture and install Windows to the ABC specification;

4.1.6 advising the Licensee and providing specifications as more particularly
described at Schedule 3 in connection with infrastructure to enable the
Licensee to build and equip:

4.1.6.1 a blending / mixing plant in which to manufacture Dry Blend in
the Territory;

4.1.6.2 an extrusion factory in which to manufacture Vinyl Profiles;

4.1.6.3 a Window fabrication factory.

4.1.7 liaising with architects as necessary in India in connection with clause 4.1.6
(JB to confirm);

4.1.8 assisting with the fitting out of the extrusion factory and the Window
fabrication factory;

4.1.9 providing training in India to the Licensee’s employees who shall be
involved in quality systems, blending, extrusion, fabrication and installation
of the Products;

4.1.10 providing training at ABC’s site at Macclesfield for an appropriate number
of the Licensee’s personnel involved in the blending, extrusion and
fabrication of the Products and quality systems and engineering support.

4.2 On such dates and stages of Phase Two as more particularly described in the Project
Plan, the Project Director and or other qualified staff or sub-contractors of ABC will:

4.2.1 at such times as ABC shall in its own discretion deem appropriate advise
the Licensee as to new or improved technologies relating to any new
products that use the Know-How;

4.2.2 if any additional Vinyl Profiles are required by the Licensee, and at the
Licensee’s reasonable written request to do so, endeavour to design such
Vinyl Profiles for the Licensee, and the Licensee shall be charged
accordingly by ABC for its provision of those designs by ABC at its
application standard rate.

4.3 The assistance outlined at clauses 4.1 and 4.2 shall be provided in accordance with
the Assistance Plan and will continue for no longer than is reasonably necessary
having regard to all the circumstances and in any event will not continue for longer
than [number] Man Days in total.

4.4 If the Licensee requires additional assistance to that in the Assistance Plan ABC will
use its reasonable endeavours to provide it (for which the Licensee shall be charged
at ABC’s application standard rate) but accepts no further obligation in this respect.

4.5 The Licensee acknowledges to ABC that ABC’s staff or sub-contractors will attend
upon the Licensee merely in an advisory capacity. In particular the Licensee shall be
responsible for ensuring that Profiles, Windows and Products are suitable for its
purposes. Neither ABC nor such of its staff or sub-contractors shall be liable in any
manner whatsoever for any loss (including but not limited to consequential loss,
pecuniary loss and loss of profits), damage or injury resulting from any actual or
alleged advice or assistance of such staff or sub-contractors and the Licensee shall
indemnify and keep indemnified (whether such advice or assistance was negligent
or otherwise) ABC against all or any costs claims and expenses or other liability
arising in connection with it.

4.6 ABC will be under no liability (whether in negligence or otherwise) under this
Agreement for any personal injury, death, loss or damage of any kind whatsoever,
whether direct or indirect (including but not limited to, loss of profits, loss of
business, depletion of goodwill or otherwise).

4.7 ABC excludes, to the fullest extent permissible in law, all conditions, warranties and
stipulations, express (other than those set out in this Agreement) or implied,
statutory, customary or otherwise, which, but for such exclusion, would or might
subsist in favour of the Licensee.

4.8 ABC shall not be obliged to fulfil its duties and obligations under this Agreement if
at any time ABC is prevented from fulfilling its duties by any acts or omissions of the
Licensee or the Licensee’s personnel including in particular a failure to provide
anything to ABC or do anything which the Licensee is obliged to do under this
Agreement to enable ABC to be able to perform the Services.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 For the avoidance of doubt, all Background Information and know-how used shall
remain the property of the Party introducing the same.

5.2 Subject to clauses 5.3 and 5.4 all and any intellectual property rights and know-how
including, without limitation, copyright, database rights, confidential information,
patents, inventions, design rights (whether registered or unregistered) and trade
marks developed, created, discovered, invented, designed, written or prepared by
in the provision of the Services or otherwise under this Agreement that relate to the
Products, shall belong to and vest in the Licensee. ABC agrees at the expense of the
Licensee to execute and to procure that its Personnel execute all such documents
and do all such things as may be necessary to secure the vesting in the Licensee of
all such intellectual property rights and know-how.

5.3 All copyright in the technical manuals supplied to the Licensee by ABC pursuant to
clause 4.1.5 shall remain vested in ABC and ABC reserves the Exclusive right to use
the Dry Blend formulations provided by it to the Licensee pursuant to clause 4.1.4.

5.4 The Licensee shall have the right to use the designs of the Vinyl Profiles which form
the Horizontal Sliding Window System and any other components designed by ABC
for the Horizontal Sliding Window System pursuant to clause 4.1.3 in the Territory.

6. TRADE MARKS

6.1 ABC grants to the Licensee an Exclusive licence to use the Approved Trade Mark in
the Territory in relation to the Products solely for the purposes of this Agreement.

6.2 ABC agrees that all Products manufactured by the Licensee must be marketed
under and by reference to the Approved Trade Mark.

6.3 The Licensee shall not adopt or use any trade mark, symbol or device which
incorporates or is confusingly similar to, or is a simulation or colourable imitation of
any of the Trade Marks or the Approved Trade Mark or unfairly competes with any
of the Trade Marks or the Approved Trade Mark. The Licensee shall not during the
period of this Agreement, apply anywhere in the world to register any trade marks
identical to or so nearly resembling any of the Trade Marks or the Approved Trade
Mark as to be likely to deceive or cause confusion.

6.4 The Licensee shall use the Approved Trade Mark only in connection with Products
which conform with the relevant Specification and samples approved by ABC and
the other requirements of this Agreement.

6.5 The Licensee warrants that all Products shall comply with:

6.5.1 all applicable Local Requirements; and

6.5.2 the Specifications.

6.6 The Licensee shall inform ABC as soon as practicable if it becomes aware that any
Products cease to conform with the requirements of this Agreement and shall
destroy or correct to meet ABC’s requirements all Products which do not conform
with the relevant Specification. The Licensee shall observe all directions given by
ABC from time to time as to colour and size and the manner and disposition of the
Approved Trade Mark on Products and packaging for the Products as set out in the
Specification.

6.7 Unless ABC otherwise agrees in writing, all packaging, advertising and publicity
material relating to the Products shall bear the trade mark notices or symbols
specified in Part 3 of Schedule 2.

6.8 The Licensee shall not use the Approved Trade Mark in any way which would tend
to allow it to become generic, lose their distinct likeness or become liable to
mislead the public, nor use the Approved Trade Mark in any way which is materially
detrimental to or inconsistent with the good name, goodwill, reputation and image
of ABC.

6.9 ABC may by itself or by its authorised agent apply to the appropriate authorities to
record or register this Agreement in the registers of the trade marks of the
countries in the Territory in order to record the Licensee as the registered user of
the Approved Trade Marks and the Licensee shall assist ABC as is necessary for that
purpose.

6.10 Upon termination of this Agreement either party shall be entitled to notify the
appropriate authorities in the Territory and require cancellation of any entry in any
register relating to the Licensee being recorded as a registered user of the Approved
Trade Marks.

7. IMPROVEMENTS

7.1 Each party shall disclose to the other in confidence and in such detail as the other
may reasonably require all Improvements that it may develop or acquire except
insofar as is prohibited by law or by obligation to any other person.

7.2 ABC shall have a Sole, irrevocable, worldwide, royalty-free licence (without limit of
time and with the right to assign and to grant sub-licences thereunder) to use all
Improvements the Licensee is due to disclose to ABC under clause 7.1 of this
Agreement, and to use and exploit all intellectual property rights in respect thereof
owned by the Licensee or any assignee or successor in title of the Licensee.

7.3 Subject to agreement in writing between the Parties as to relevant terms, ABC shall
license the Licensee to use all Improvements that ABC is due to disclose to the
Licensee under clause 7.1 for the purpose of the licence granted to the Licensee
under clause 2.1.

7.4 Save as otherwise provided in this Agreement, Improvements arising from work
carried out by ABC alone shall subject to clause 5.4 remain the exclusive property of
ABC and Improvements arising from work carried out by the Licensee alone shall
remain the exclusive property of the Licensee.

7.5 Subject to clause 7.7, Improvements arising from work carried out jointly shall
belong to the parties equally unless they shall otherwise agree. Each party shall
have the irrevocable right to use such joint Improvements independently of the
other and to the extent necessary for such use each shall grant to the other a non-
exclusive, irrevocable, worldwide, royalty-free licence (without limit of time and
with the right to assign and to grant sub-licences) in respect of such jointly held
intellectual property rights. Each party undertakes that on request it will confirm to
any prospective licensee of the other the right of that other to grant such a licence
pursuant to this clause 7.5.

7.6 Without prejudice to the confidentiality obligations in clause 8, where one of the
parties develops or acquires an Improvement to which clause 7.1 applies, it shall
not publish the same or do anything that might prejudice the validity of any patent
that might subsequently be granted on it until the other party has had at least 45
Business Days from disclosure in writing of all information relating to it to consider

whether patent or other protection should be applied for. The first party will on
request notify the other whether it intends to seek any relevant protection.

7.7 Either party may at any time elect not to pursue further an application for patent
protection of any Improvement either jointly or on its own behalf, or to maintain
any such patent protection as it may have obtained, and the party so electing shall
notify the other party and shall, if so requested, assign all rights it may have therein,
including, but not limited to, the right to apply for, prosecute and obtain patent and
similar protection throughout the world for the Improvement in question and the
right to claim priority from the application for patent protection (including under
the Paris Convention when making application in countries or territories outside the
UK), for nominal consideration to that other party, provided that the party electing
not to pursue the application or the resulting patent shall be entitled to a full non-
exclusive, irrevocable, worldwide, royalty-free licence (without limit of time and
with the right to assign and to grant sub-licences thereunder) under all relevant
rights.

7.8 Subject to the foregoing, each party shall be free to apply for patent protection for
any invention not made in whole or in part by an employee of the other, provided
however that the specification in support thereof does not disclose any Know-How
and/or other Confidential Information.

7.9 Subject to the provisions of clause 7.7, ABC and the Licensee shall share equally the
costs of filing and prosecuting any future joint patent applications.

8. CONFIDENTIALITY

8.1 Each party agrees during the term of this Agreement and after expiry or termination
of this Agreement howsoever arising to keep secret and confidential all Confidential
Information obtained from the other. Each party further agrees to use such
Confidential Information exclusively for the purposes of this Agreement, and only to
disclose the same as follows:

8.1.1 (in the case of ABC) to its licensees who in such event shall enter into a
confidentiality undertaking direct with the party whose Confidential
Information is being disclosed in terms satisfactory to that party;

8.1.2 (in the case of the Licensee) on a need to know basis to its directors or
employees concerned in the manufacture, use or sale of the Products
(“Representatives”) provided that before any such disclosure takes place
the Licensee procures that each of the Representatives concerned shall
execute a confidentiality undertaking with ABC and the Licensee. The
Licensee warrants that any and all Representatives will comply with the
terms of this Agreement; and

8.1.3 in the case of both parties in relation to communications with and from
regulatory authorities in the Territory relating to the Products.

8.2 The provisions of clause 8.1 shall not apply to Confidential Information or other
information which ABC or the Licensee (as the case may be):

8.2.1 can prove to have been in its possession (other than under any obligation
of confidence) at the date of receipt; or

8.2.2 which becomes public knowledge otherwise than through a breach of any
obligation of confidentiality owed to the party communicating such
information to the other; or

8.3 If either party is required to disclose pursuant to an obligation under statute or to a
statutory or governmental body it may disclose for that purpose only provided that
prior to such required disclosure by the Licensee, the Licensee shall be required to
notify ABC of such requirement in writing. Confidential Information disclosed for
the purposes of this clause 8.3 must be subsequently and/or otherwise maintained
secret and confidential.

8.4 The provisions of this clause 8 shall remain in force following termination of this
Agreement.

9. PAYMENTS AND ROYALTIES

9.1 In consideration of ABC performing its obligations under this Agreement the
Licensee shall pay to ABC the fees specified in Schedule 5 as follows:

9.1.1 the Licensee will pay the fee attributable to Phase One of this Agreement
in three equal instalments within the period of Phase One, subject to The
Government of India rules. The first payment is due seven (7) days after
the signing of this Agreement, with the subsequent payments being due as
follows [to be agreed];

9.1.2 in Phase Two and all subsequent years until this Agreement is terminated
or expires the Licensee will pay the annual fee in three equal instalments
within that year subject to The Government of India rules. The first
payment for each year is due within 7 days of the commencement of the
first month of that year. In the second and all subsequent years the
Licensee will pay the royalty within three months of the end of each
Licensee financial year.

NB. Phasing and number of payments will be clarified by JB once the length
of Phase One and Phase Two has been confirmed.

9.2 In consideration of the rights granted under clauses 2.1 and 3, the Licensee shall
during Phase Two of this Agreement pay to ABC a royalty of 4% of the Net Sales
Value of all Products supplied and/or installed by the Licensee.

9.3 If the Products are:

9.3.1 rented, leased, let out or hired or otherwise disposed of to a customer by
the Licensee; or

9.3.2 used by the Licensee for its own commercial purposes; or

9.3.3 sold to an Associated Company of the Licensee;

the Net Sales Value of each such Product shall be deemed to be equivalent to the
Net Sales Value which would have been applicable under this Agreement had such
Product been transferred to an independent arm’s length customer.

9.4 Payments due under clause 9.2 shall be made within 30 days of the end of each
Quarter in respect of all Products Supplied to the Licensee’s customer or (if earlier)
Supplied to site in readiness for installation in that Quarter.

9.5 If the Licensee does not in any Year specified in column 1 of this clause 9.5 achieve
the Minimum Sales Value corresponding to that Year specified in column 2 of this
clause, ABC may give notice in writing to the Licensee terminating this Agreement.

(1) (2) (3)
£
Year £
1

2
3

4

5]

9.6 If the Licensee does not in any Year set out in column 1 of clause 9.5 achieve the
Net Sales Value to maintain exclusivity corresponding to that Year specified in
column 3 of clause 9.5 then ABC may license any other person to, or itself,
manufacture, use and Supply the Products in the Territory and in such event:

9.6.1 ABC shall notify the Licensee in writing of such licensing; and

9.6.2 clause 2.1 shall be deemed amended and clause 2.2 deleted accordingly.

9.7 All sums due under this Agreement:

9.7.1 shall be made in sterling to the credit of ABC’s Bank or such other account
as may be designated in writing by ABC. Conversion into sterling shall be
calculated:

9.7.1.1 in the case of each royalty payment at the middle spot rate
ruling in London on the last Business Day of the Quarter
concerned, unless payment is made after the due date, in
which case conversions shall be at the rate ruling at the date
payment was made if this is more favourable to ABC; and

9.7.1.2 in the case of all other payments at the rate of exchange ruling
on the day payment is made or due, whichever is earlier;

provided always that, where any payment is made after the date required
in this Agreement, conversion shall be at the rate ruling at the date of
payment if this is more favourable to ABC;

9.7.2 are exclusive of any value added tax which shall be payable in addition by
the Licensee on the rendering by ABC of any appropriate value added tax
invoice. The Licensee shall pay any costs, interest and penalties due by
reason of late payment of any such value added tax; and

9.7.3 shall be made in full without deduction of taxes, charges and other duties
(including any withholding or other income taxes) that may be imposed,
except where the Licensee is required by law to make such deduction or
withholding, in which event the Licensee shall:

9.7.3.1 ensure that the deduction or withholding does not exceed the
minimum amount legally required;

9.7.3.2 pay to ABC such additional amount as shall result in the net
amount received by ABC being equal to the amount which
would have been received by ABC had no such deduction or
withholding been made;

9.7.3.3 pay to the applicable taxation or other authorities within the
period for payment permitted by law the full amount of the
deduction or withholding (including, but without prejudice to
the generality of the foregoing, the full amount of any
deduction or withholding from any additional amount paid
pursuant to this clause 9.7.3.3);

9.7.3.4 furnish to ABC, within the period for payment permitted by
law, either an official receipt of the applicable taxation or other
authorities for all amounts deducted or withheld as aforesaid
or, if such receipts are not issued by the taxation or other
authorities concerned on payment to them of amounts so
deducted or withheld, a certificate of deduction or equivalent
evidence of the relevant deduction or withholding; and

9.7.3.5 co-operate in all respects necessary to permit ABC to take
advantage of such double taxation agreements as may be
available.

9.7.4 are exclusive of the Costs which will be chargeable to the Licensee at cost
plus a 10% handling charge. All ABC’s invoices to the Licensee in respect of
Costs shall be accompanied by a copy of the original supplier’s invoice for
such Cost, and shall be payable by the Licensee within 30 days of the ABC
invoice date.

9.8 If any stamp taxes, registration taxes, turnover taxes, or other taxes, duties or
governmental charges are levied on this Agreement by reason of its execution or
performance, other than those identified in clause 9.7.3, it shall be the
responsibility of the Licensee to pay all such taxes when due. Such taxes shall be in
addition to other amounts payable by the Licensee and shall not be set off against
any of the amounts due to ABC under this Agreement.

9.9 The Licensee agrees to release and indemnify ABC from and against all liability of
whatever nature arising out of the Licensee’s failure duly and timely to pay and
discharge any of the above-mentioned taxes.

9.10 ABC shall be entitled to charge the Licensee interest on all overdue undisputed
payments under this Agreement at an annual rate of 4 per cent above ABC’s Bank
base rate from time to time prevailing. Such interest shall accrue daily and be
calculated on a daily basis on all overdue accounts from the date when the payment
first became due until the date that payment is made in full.

10. RECORDS

10.1 The Licensee agrees to keep true and accurate Records. The Records shall upon
reasonable notice by ABC be open at all reasonable times during business hours for
inspection or the taking of copies of Records by ABC or its duly authorised agent or
an independent accountant selected by ABC for the purpose of verifying the
accuracy of the Licensee’s reports. ABC shall be solely responsible for the costs of
the accountant unless the accountant certifies that any reports are inaccurate or
that the royalty paid to ABC for any relevant period under clause 9 was 5% or more
below the royalty to which ABC was entitled during that period in which event the
Licensee shall reimburse ABC for all the accountant’s costs.

10.2 The Licensee shall submit to ABC within 30 days of the end of each Quarter a
statement indicating the quantity of Products made, used and or Supplied and the
Net Sales Value of Products during that period.

10.3 ABC agrees to maintain confidential all financial information received with respect
to the Licensee’s operations pursuant to clauses 10.1 and 10.2 except as is
reasonably required to recover royalties.

11. LICENSEE’S OBLIGATIONS

11.1 During the continuance of this Agreement the Licensee shall:

11.1.1 without prejudice to any obligation on the Licensee pursuant to clause 9.6
use its best endeavours to promote the distribution and Supply of

Windows in the Territory providing such advertising and publicity (in a form
to be approved by ABC) as may reasonably be expected to bring Windows
to the attention of as many customers as possible and in order to maximise
demand for Windows in the Territory. The Licensee further agrees to make
available all necessary distribution and manufacturing facilities to meet
demands for Windows throughout the Territory;

11.1.2 ensure that all Products Supplied by the Licensee meet the relevant
Specification, and to satisfy in performance, quality, construction and use
the reasonable requirements of ABC. The Licensee shall upon reasonable
notice from ABC give ABC free access at any reasonable time to its
premises for the purpose of enabling ABC to assure itself that the Licensee
is observing its obligations under this Agreement;

11.1.3 Supply Products to any suitable customers independently of any other
products of the Licensee if so required;

11.1.4 ensure that all literature prepared by the Licensee and relating to Products
bears an acknowledgement (approved by ABC) to the effect that they are
subject to a licence from ABC and attach to the outer packaging of all
Products a label stating that such Products are made under licence from
ABC;

11.1.5 [include in the terms and conditions of sale or other supply of the Products
a guarantee to the effect that the Licensee will, during at least the period
of 12 months from the date of such sale or Supply, replace at its own
expense and free of charge any Products [Supplied] and/or installed by it
that are defective by reason of faulty manufacture or through inadequate
workmanship or materials;]

11.1.6 provide adequate servicing facilities for any Products manufactured and/or
fabricated and/or Supplied and/or installed by the Licensee;

11.1.7 not act as agent of ABC, and specifically not give any indication that it is
acting otherwise than as principal, and in advertising or Supplying or
installing Products not make any representations or give any warranty on
behalf of ABC;

11.1.8 collaborate as necessary with ABC to enable it to provide the Services and
for fulfilment of the Project Plan, such collaboration to include without
limitation the following:

11.1.8.1 subject to clause 8 (confidentiality), the Licensee will provide
ABC with such information and data as it may require
concerning the Licensee’s operations and answers to queries,
decisions and approvals which may be necessary for ABC to
undertake the Project;

11.1.8.2 the Licensee will provide free of charge to ABC such access to
any of its sites, the Licensee’s employees and any of the
Company’s facilities that ABC may require access to for the
purposes of this Agreement;

11.1.8.3 the Licensee shall comply with and fulfil all requirements and
obligations upon it in this Agreement and shall not interfere
with the provision of the Services by ABC.

12. INFRINGEMENT OR MISUSE

12.1 If the Licensee becomes aware of any infringement of the Approved Trade Marks or
Trade Marks or misuse of the Know-How it shall promptly notify ABC and provide all
details within its knowledge. The Licensee shall also provide ABC with all assistance
requested by ABC for the purposes of any infringement action or action for misuse
ABC may bring.

12.2 ABC shall be under no obligation to take any action regarding any infringements,
whether through the institution of legal proceedings or otherwise, but should ABC
in its absolute discretion decide to take any such action, it shall do so at its own cost
and the Licensee shall have no claim to any sums recovered by ABC.

13. TERM AND TERMINATION

13.1 This Agreement comes into effect on the Commencement Date and unless
terminated earlier under the provisions of this clause shall remain in full force and
effect until the expiry of five years from the Commencement Date.

13.2 ABC may terminate this Agreement by notice in writing if the Licensee is in breach
of this Agreement and shall have failed (where the breach is capable of remedy) to
remedy the breach within 30 days of the receipt of a request in writing from ABC to
remedy the breach, such request setting out the breach and indicating that failure
to remedy the breach may result in termination of this Agreement.

13.3 In addition to the powers of termination contained elsewhere in this Agreement
ABC may by written notice served on the Licensee terminate this Agreement
immediately if the Licensee:

13.3.1 becomes insolvent or goes into liquidation, either compulsory or voluntary
(save for the purpose of reconstruction or amalgamation), or if an
administrator, administrative receiver or receiver is appointed in respect of
the whole or any part of its assets, or if the Licensee makes an assignment
for the benefit of, or in composition with, its creditors generally;

13.3.2 has any distraint, execution or other process levied or enforced on any of
its property;

13.3.3 ceases, or appears in the reasonable opinion of ABC likely or is threatening
to cease to trade;

13.3.4 the equivalent of any of the above occurs to that party in the Territory
under the jurisdiction to which that party is subject;

13.3.5 challenges in any way any of the proprietary rights of ABC in the Know-
How, the Trade Marks and the Approved Trade Marks.

13.4 The Licensee shall notify ABC of any change in Control of the Licensee (such
disclosure being kept confidential by ABC until it becomes a matter of public
knowledge) whereupon ABC may terminate this Agreement by serving not less than
six months’ notice on the Licensee.

14. CONSEQUENCES OF TERMINATION

14.1 All rights and obligations of the parties shall cease to have effect immediately upon
termination of this Agreement except that termination shall not affect:

14.1.1 the accrued rights and obligations of the parties at the date of termination;
and

14.1.2 the continued existence and validity of the rights and obligations of the
parties under those clauses which are expressed to survive termination and
any provisions of this Agreement necessary for the interpretation or
enforcement of this Agreement.

14.2 Upon termination of this Agreement howsoever occasioned:

14.2.1 the Licensee’s rights to use the Know-How under this Agreement shall
forthwith cease;

14.2.2 the Licensee shall return promptly to ABC:

14.2.2.1 all technical and promotional material in its possession relating
to the Products and all copies of such material, and deliver up
to ABC (or to whomsoever ABC shall direct) free of charge all
licences and authorities, if any, held by the Licensee in relation
to the Products and all or any other industrial property relating
specifically to the Products and/or otherwise to this
Agreement, whether or not the same shall have been issued in
the name of the Licensee by virtue of its functions to be
performed under this Agreement. The Licensee undertakes to
give all such assistance as may be necessary for the transfer to
ABC (or to whomsoever ABC shall direct) of all such licences
and authorities and properly to execute any documents which
may become necessary to effect any such transfers;

14.2.2.2 any and all Confidential Information (including any copies of
the Confidential Information made by or in the possession of
the Licensee;

14.2.3 [ABC shall at its discretion either grant the Licensee sufficient time to sell
existing stocks of the Products, including stocks on order and in transit at
that time which period shall not exceed 3 months, and/or purchase from
the Licensee all residual stocks in store which are in good and suitable
condition, the price for the sale of such stocks being the lower of the cost
to the Licensee of such stocks or their market value;]

OR

14.2.4 [the Licensee shall continue to have the right for a period of [NUMBER]
months from the date of termination to complete deliveries on contracts in
force at that date and to dispose of Products already manufactured subject
to payment to the Licensee of royalties thereon in accordance with
clause 9]

14.2.5 if either party shall have a claim against the other there shall (in the
absence of express written agreement between the parties) be no right of
set-off against any money due from the other party. (JB to consider these
alternatives)

14.3 The following clauses shall survive the expiry or termination of this Agreement
howsoever arising: clause 4.7, clause 4.8, clause 8 (confidentiality) and this clause
14.

15. PRODUCT LIABILITY

15.1 The Licensee shall at all times indemnify and keep indemnified ABC against all costs,
claims, damages or expenses incurred by ABC or for which ABC may become liable
with respect to any product liability claim relating to Products Supplied or put into
use by the Licensee pursuant to this Agreement. The Licensee shall maintain
adequate product liability insurance [coverage of £[AMOUNT], increasing in
accordance with the UK Retail Price Index] (we need to check with the Indian
lawyers the equivalent of this) and shall ensure that ABC’s interest is noted on the
policy. The Licensee shall supply ABC with a copy of such insurance policy on
request and shall not terminate such policy without prior written notice to ABC.

15.2 The Licensee shall be exclusively responsible for all Products manufactured and/or
fabricated and/or installed and/or Supplied by or on behalf of the Licensee and
accordingly the Licensee shall indemnify ABC in respect of all costs, claims and
expenses or other liabilities incurred as a result of any claims by third parties in tort
or otherwise against ABC arising in any way out of the use of any of the Know-How
or Products by the Licensee.

16. RESTRICTIONS

16.1 The Licensee shall not during the continuance of this Agreement and for a period of
3 years following termination of this Agreement either by itself or in conjunction
with any other person, firm or company directly or indirectly manufacture and/or
Supply any goods which are similar to or competitive with the Products.

17. FORCE MAJEURE

Neither party will be liable to the other for any failure or delay or for the
consequences of any failure or delay in performance of this Agreement if it is due to
any event beyond the reasonable control or contemplation of a party to this
Agreement including, without limitation, acts of God, war, acts of terrorism,
industrial disputes, protests, fire, flood, storm, tempest, explosion and national
emergencies and the party so delayed will be entitled to a reasonable extension of
time for performing such obligations.

18. ASSIGNMENT

18.1 ABC may at any time assign the benefit (including any present, future or contingent
interest or right to any sums or damages payable by the Licensee under or in
connection with this Agreement) or delegate the burden of this Agreement or
otherwise sub-contract, mortgage, charge or otherwise transfer or hold on trust any
or all of its rights and obligations under this Agreement.

18.2 The Licensee may not assign the benefit (including any present, future or contingent
interest or right to any sums or damages payable by either party under or in
connection with this Agreement) or delegate the burden of this Agreement or hold
this Agreement on trust for any other person.

19. RELATIONSHIP OF THE PARTIES

Nothing contained in this Agreement, and no action taken by the parties pursuant
to this Agreement, will be deemed to constitute a relationship between the parties
of partnership, joint venture, principal and agent or employer and employee.
Neither party has, nor may it represent that it has, any authority to act or make any
commitments on the other party’s behalf.

20. SEVERABILITY

If any clause or part of this Agreement is found by any court, tribunal,
administrative body or authority of competent jurisdiction to be illegal, invalid or
unenforceable then that provision will, to the extent required, be severed from this
Agreement and will be ineffective without, as far as is possible, modifying any other
clause or part of this Agreement and this will not affect any other provisions of this
Agreement which will remain in full force and effect unless the substantive purpose
of this Agreement is then frustrated, in which case either party may terminate this
Agreement on written notice to the other.

21. ENTIRE AGREEMENT/RELIANCE ON REPRESENTATIONS

This Agreement and other documents referred to in the Schedules contain all the
terms which the parties have agreed in relation to the subject matter of this
Agreement and those documents, and supersedes any prior written or oral
agreements, representations (excluding any fraudulent misrepresentation) or
understandings between the parties in relation to such subject matter.

22. VARIATIONS

No variation of this Agreement shall be valid unless it is in writing and signed by or
on behalf of each of the parties by a director or other duly authorised officer of
each of the parties.

23. WAIVER

No failure or delay by any party to exercise any right, power or remedy will operate
as a waiver of it nor will any partial exercise preclude any further exercise of the
same, or of some other right, power or remedy.

24. DISPUTE RESOLUTION

24.1 Subject to clause 24.2 any dispute arising in connection with this Agreement shall
be finally settled under the Rules of Conciliation and Arbitration of the International
Chamber of Commerce by one arbitrator appointed in accordance with such rules.
The Arbitrators shall be appointed by agreement between the Parties hereto or
failing agreement by the President for the time being of the International Chamber
of Commerce and the arbitration shall take place in London in English.

24.2 This clause 24 shall not prevent either party from obtaining injunctive, or other
similar relief from the court, if so required and pursuant to clause 25.

25. GOVERNING LAW AND JURISDICTION

Governing Law

25.1 The formation, existence, construction, performance, validity and all aspects
whatsoever of this Agreement or of any term of this Agreement will be governed by
the law of India.

Jurisdiction

25.2 Subject to clause 25.3, the courts of India will have non-exclusive jurisdiction to
settle any disputes that may arise out of or in connection with this Agreement. The
parties irrevocably agree to submit to that jurisdiction.

25.3 The agreement contained in clause 25.2 is included for the benefit of ABC.
Accordingly ABC retains the right to bring proceedings in any other court of
competent jurisdiction. The Licensee irrevocably waives any objection to, and
agrees to submit to, the jurisdiction of such other courts.

25.4 The Licensee irrevocably agrees that a judgement or order of any court referred to
in this clause is conclusive and binding upon it and may be enforced against it in the
courts of any other jurisdiction.

26. NOTICES

26.1 Any notice, demand or communication in connection with this Agreement will be in
writing and may be delivered by hand, first class or air-mail pre-paid post or
facsimile [(but not by e-mail)], addressed to the recipient at its registered office or
its address or facsimile number as the case may be stated in clause 26.4 and will be
marked for the attention of [NAME OF POSITION] (or such other address or
facsimile number or person which the recipient has notified in writing to the sender
in accordance with this clause 26, to be received by the sender not less than seven
Business Days before the notice is despatched).

26.2 The notice, demand or communication will be deemed to have been duly served:

26.2.1 if delivered by hand, at the time of delivery;

26.2.2 if delivered overseas by airmail, 7 Business Days after the date of being
posted;

26.2.3 if delivered by facsimile, at the time of transmission;

provided that, where in the case of delivery by hand or transmission by facsimile,
such delivery or transmission occurs either after 4.00 pm local time on a Business
Day, or on a day other than a Business Day, service will be deemed to occur at 9.00
am local time on the next following Business Day.

26.3 Service by facsimile is a valid means of service only where service of the original
notice, demand or communication is not required.

26.4 The addresses and facsimile numbers for the parties are as follows:

ABC [THE LICENSEE]

FAX: + [ADDRESS]
[FAX NO.]

27. COSTS AND EXPENSES

Except where otherwise expressly provided in this Agreement, each party will pay
its own costs and expenses in relation to the preparation, execution, completion
and implementation of this Agreement, provided that if ABC lawfully exercises any
right to terminate or rescind this Agreement, then, in addition to any other right or
remedy which it may have against the Licensee, the Licensee will pay to ABC on
demand an amount equal to all such costs and expenses incurred by ABC as
aforesaid and incurred in connection with the termination or rescission of this
Agreement.

28. LANGUAGE

This Agreement is made only in the English language. If there is any conflict in the
meaning between the English language version of this Agreement and any version
or translation of this Agreement in any other language the English version shall
prevail.

29. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which so
executed will be an original, but together will constitute one and the same
instrument.

SCHEDULE 1
Know-How

SCHEDULE 2 Mark Number Class
Trade Marks

Part 1

Approved Trade Mark

Territory

Bangladesh
India
Nepal
Bhutan

Part 2

Trade Marks

Part 3
Trade Mark Notices

“__ is a trade mark of ABC PLASTIC Limited”
“All trade marks acknowledged”

SCHEDULE 3

Infrastructure

ABC will prepare for XYZ such specifications, information and advice required to enable XYZ
to build and equip a blending plant capable of manufacturing [ ] tonnes of Dry Blend per
day at an extrusion factory capable of ultimately manufacturing [ ] tonnes of Vinyl Profiles
per annum and a window fabrication factory capable of producing approximately [ ]
windows per day. This information will encompass:

Factory Design:

Floor space required
Machine layout and configuration
Electricity supply specification
Water supply and treatment specification
Mechanical Handling

Blending/Mixing Plant:

Raw material handling and storage
Mixing/blending equipment
Control systems
Blended material handling and storage
Sources of equipment required

Extruders and Downstream Equipment:

Specification and number of extruders
Sources of equipment required
Evaluation of second hand extruders
Vinyl Profile test equipment

Profile Storage/Warehousing:

Warehouse layout
Racking systems
Mechanical handling

Window Manufacturing:

Floor space required
Manufacturing equipment requirements
Equipment layout and configuration
Electricity supply and requirements and specification
Air supply and specification

Mechanical handling requirements
Labour/headcount requirements
Fabrication test equipment

SCHEDULE 4
Project Plan

JB to insert updated plan

SCHEDULE 5
Fees and Costs

Fees

The fees payable will be:

Phase One: £[ ] (pounds sterling) (to be advised)

Phase Two: £50,000 (pounds sterling) per annum (to be confirmed)

Costs:

The following costs which may be incurred by ABC shall be payable by the Licensee in
addition to fees:

Pre-Agreement costs - all travel, accommodation and subsistence costs and expenses
incurred by ABC, for the purpose of this Agreement incurred prior to the signing of this
Agreement.

Marketing costs - the costs of acquisition of market data from any third party or the costs of
provision of any marketing material.

Development/R&D costs - the costs of any materials used by ABC in the preparation of trial
and experimental batches of Dry Blend for the Territory.

The costs of any Dry Blend used by ABC in commissioning of any extruders on behalf of the
Licensee

Equipment costs - any cost incurred by ABC in purchasing or commissioning or repairing any
plant or equipment on behalf of the Licensee.

Testing costs - the costs of any testing of Windows and/or Profiles and/or Products carried
out by third parties.

Travel, accommodation and subsistence costs and expenses - incurred by ABC personnel or
ABC appointed third party or parties in travelling to, or travelling within, India for the
purposes of this Agreement.

Local living expenses incurred in India by ABC personnel or ABC appointed third party or
parties for the purposes of this Agreement.

SCHEDULE 6

Specification

SCHEDULE 7
Assistance Plan

SIGNED by )
duly authorised to sign )
for and on behalf of )
ABC PLASTIC LIMITED )

SIGNED by )
duly authorised to sign )
for and on behalf of )
XYZ )
CONSOLIDATED LIMITED