AGREEMENT AMONGST SHAREHOLDERS OF SPECIAL

PURPOSE VEHICLE (SPV) COMPANY

THIS AGREEMENT BY AND BETWEEN SHAREHOLDERS made at

_____________ this _________________ day of ___________ in the Christian

Year 20______ (1) _____________________________ and (2)

______________________________, both of ____________,

____________________________, having their common address at

______________________________________________________, hereinafter

collectively referred to as “THE ABC GROUP” (which expression shall

unless it be repugnant to the context or meaning thereof be deemed to

mean and include their respective legal heirs ,executors and

administrators) of the FIRST PART; AND _____________________________, a

Company incorporated under the provision of the laws of ____________

and registered in __________________________________________ under

registration number ___________________________________ and having its

registered office at __________________________________________________,

represented by it’s Chairman _______________, hereinafter referred to as

“THE PQR GROUP” (which expression shall unless it be repugnant to

the context or meaning thereof be deemed to mean and include its

subsidiary and holding Companies and their respective successors and

assigns) of the SECOND PART; AND ABC AND PQR COATINGS PVT.

LTD., a Private Limited Company incorporated under the provisions of

the Companies Act, 1956 having its registered address at

________________________________________________________________________

________________________, represented by its Authorized Directors

____________________________ and ___________________________, hereinafter

referred to as “THE COMPANY”, (which expression shall unless it be

1
repugnant to the context or meaning thereof be deemed to mean and

include its subsidiaries, holding companies, successors and assigns) of

the THIRD PART;

IT IS HEREBY AGREED, RECORDED AND CONFIRMED BY AND

AMONG THE PARTIES HERETO AS UNDER:-

1. RECITALS AND OBJECTIVES:

(a) The ABC Group has more than _______ years of business

experience and reputation in India interalia in the area of

sales and organization in the field of

______________________________________________________ and

other related activities.

(b) The PQR Group offers a wide and comprehensive range of

_______________________ products under their various

registered trade marks including mark “PQR” and is a global

supplier of the said products in which the said ABC Group is

currently carrying out its said activities.

(c) The ABC Group in recognition of the need to complement its

present activities and to further re-enforce its position in

respect of its current activities and the PQR Group being

desirous of globalizing and expanding its already established

business, both the Groups have decided to establish

business relations for business in India with a view to jointly

develop and penetrate the global markets to a higher level.

(d) Both the groups having recognized the interest of

implementing a synergetic approach to their markets and

customers in India executed a Memorandum of

2
 Understanding dated ________________ recording the

tentative terms and conditions between them.

(e) In furtherance of such Memorandum of Understanding both

the Groups have, as their Special Purpose Vehicle (SPV)

incorporated “ABC AND PQR COATINGS PVT. LTD.”, the

Company herein. The Company is incorporated in India

under the provisions of the Companies Act, 1956 vide

Certificate of Incorporation dated _______________ by the

Registrar of the Companies (ROC) with corporate identity

number ____________________________. The copies of

Memorandum and Articles of Association of the Company

are annexed as Annexure “1” to this agreement.

(f) The Company shall be a Special Purpose Vehicle (SPV)

between both the Groups. The reference to the Company

hereinafter shall include SPV and vice versa. The object of

the Company shall be to develop marketing and sales as well

as, if required, and to meet local demands, manufacturing

activities in India of products based mainly on specific “PQR”

technologies and in addition thereto of other possible

segments.

(g) The authorized share capital of the Company is Rs.

_______________/- (Rupees _________________________ only)

divided into ____________________ (_____________________only)

Equity Shares of Rs. 10/- (Rupees ten only) each, which the

Company may increase from time to time.

(h) The issued and paid up capital of the company is Rs.

___________________ /- (Rupees __________________ only).

3
(i) The initial subscribers to the Memorandum of Association

are:-

(j) The shareholding pattern of the Company is as follows:-

(i) The ABC Group - 50%

(_____ Equity shares of Rs. 10/- each)

(ii) The PQR Group - 50%

(_____ Equity shares of Rs. 10/- each)

-----------
Total 100%
========

(k) The Third Party as a third group can be invited to participate

in the Company after joint and written agreement between

both the groups.

(l) The Company shall promote the marketing and sales of the

products of the PQR (by importing PQR Products to India

and/or by manufacturing the same in India) and advertise

and generate a market of prospective clientele under the

brand/trade name of the Company as the sole representative

of the PQR and it’s subsidiaries in India. The Company in

the best interest of the Company at the appropriate time may

also commence manufacturing activities of such

_________________________ products, as per the decision

which may be arrived at by its Board of Directors.

(m) The Company will also act as the import partner of PQR’s

products.

(n) The area of the operational activities of the Company shall be

initially restricted only to India, and thereafter the same may

be extended to such other countries as may be decided by

the Board of Directors of the Company.

4
 (o) The parties to this agreement are hereby recording the terms

and conditions amongst themselves for functioning of the

Company.

2. DURATION:

(a) The initial term of the Company shall be for a transitory

period of ____ years from the date hereof. In this period of

_____ years the Company shall use its best efforts and

endeavor for promotion of the products of the said PQR with

protection of all the Intellectual Property Rights of the said

PQR. At the end of this initial period of __________ years, the

assessment of the work done by the Company will be made

by both the groups and if any disagreement arises between

the parties, the Company will be dissolved or wound up or

taken over by any one group and all the rights and

obligations of the parties shall come to an end as set out

hereinafter.

(b) The said initial period of ________ years can be extended for

such further period/periods as may be mutually agreed by

the parties.

3. TRADE MARKS AND OTHER NAMES:-

(a) The Company shall be entitled to use the brand or trade

name/word “PQR” as a part of it’s corporate name as long as

PQR is associated with the Company. This consent and

permission will not imply any right in favour of the ABC

Group in respect of name “PQR” and its registered trade

marks.

(b) In consideration of the Company undertaking the above

referred activities, the PQR Group permits the Company to

5
 use its technology, know-how, patents, trademark, processes

and all other intellectual properties and all its diverse

methods, processes and aspects of manufacturing and

designing and marketing of such products.

(c) If the Company is wound up, goes into liquidation, is taken

over by the ABC Group or any third party or if PQR for any

reason withdraws from the Company, in that event the

Company as also the ABC Group or such Third Party shall

cease to use the trademarks of PQR Group and the name

PQR as part of the Corporate name of the Company within a

reasonable time.

(d) If the Company is wound up, goes into liquidation, is taken

over by the PQR Group or any third party or if ABC for any

reason withdraws from the Company, in that event the

Company as also the PQR Group or such Third Party shall

cease to use the trademarks of ABC Group and the name

ABC as part of the Corporate name of the Company within a

reasonable time.

(e) The ABC Group shall not have any right to use trade marks

of PQR in any other fields and fields where the Company is

not concerned. Similarly, the PQR Group shall not have any

right to use trademarks/name of ABC.

4. MANAGEMENT OF THE COMPANY:-

(a) The Company shall be managed by its Board of Directors

which shall presently consist of four Directors, two

appointed from the ABC Group and two from the PQR

Group. The names of the present Directors are as under:-

6
 (i) )

(ii) ) The ABC Group

(iii) )

(iv) ) The PQR Group

The maximum number of Directors of the Company shall not

exceed six. The above referred four Directors shall be the

permanent Directors of the Company. They shall select, from

amongst the ABC Group, one Director who shall be the

Chairman and Managing Director and one Director from the

PQR Group who shall be the Vice Chairman and the

Executive Director. There will be equal number of Directors

from both the Groups. In the event of a tie in any Board

meeting the Chairman shall have a casting vote. The

decision of the majority shall be binding on the company.

(b) (i) The Board of Directors’ meeting of Company shall be held in

accordance with the provisions of Companies Act, 1956 with

at least fifteen day’s notice (in English language with

sufficient details/agenda) to each Director. In case of special

and emergency meetings the notice period can be reduced or

waived with the Written Consent of a majority of the

members of the Board of Directors, which majority shall

include at least one Director from each Group.

(ii) A majority of the Directors shall be necessary to form a

quorum for a valid Board of Directors meeting. If no quorum

is present, the meeting shall be adjourned to the same day,

place and time in the next succeeding week (it being

understood that the agenda for such adjourned meeting

7
 shall remain unchanged). The Board of Directors shall

supply each Director with a copy of the minutes of such

meeting reflecting any resolutions passed at such meeting

for approval as soon as practical (but in no event later than

10 Business days following such meeting).

(iii) Subject to applicable Law, the Directors shall be permitted to

participate in Board meetings by teleconference or

videoconference. Notwithstanding the foregoing, the Board

may act by written resolution on any matter, except matters

that by Law may only be decided at a meeting. Subject to

applicable Law, no written resolution shall be deemed to

have been duly adopted by the Board unless such written

resolution shall have been circulated to each member of the

Board and approved by the requisite number of Directors as

provided in various clauses in this Agreement. A Director

that does not convey his or her acceptance or rejection of a

proposed resolution within ten (10) Business days following

receipt of such resolution shall be deemed to have consented

to such Resolution.

(iv) Subject to the provisions of this Agreement and applicable

Law, the Board of Directors shall have full authority with

respect to the management of the Company.

(c) The parties shall exercise their voting rights at Board

Meetings and General Body Meetings and to uphold and

effectuate the provisions of this Agreement.

(d) The Company has its present Bank Account with _______

Bank, which bank account, shall be operated by the

Directors of the ABC Group as they are based in India. The

8
 new bank accounts can be opened and operated as may be

decided by the Board of Directors of the Company.

5. SHAREHOLDERS MEETINGS:

All Shareholders Meetings shall be held in accordance with the

following procedures:

(a) Regular Shareholders Meetings shall be held once annually

on at least 21 days notice to each shareholder of the

Company unless all the shareholders consent to a shorter

notice period. Special Shareholders Meetings may be called

by the Board on 21 days notice to each shareholder unless

all the shareholders consent to a shorter notice period.

(b) Notices of Shareholders Meetings shall specify the place,

date and time of the meeting and set forth in full and

sufficient detail the business to be transacted thereat and

draft resolutions therefore, and no business shall be

transacted at such meeting unless the same has been stated

in the notice convening the meeting.

(c) The quorum for the Shareholders Meeting shall consist of at

least two shareholders (i.e. one each from each Group), such

shareholders attending a validly convened meeting proper

notice of which has been served on each of the shareholders

of the Company in accordance with this Agreement

alongwith the Charter of Documents and the requirements of

Law. If no quorum is present the meeting shall be adjourned

to the same day, place and time in the next succeeding week

(it being understood that the agenda for such adjourned

meeting shall remain unchanged) until such time as a

9
 quorum is present. Actions, decisions and resolutions of the

shareholders shall be taken (i) upon the affirmative vote of a

majority of the shareholders present and voting at a validly

convened Shareholder Meeting or (ii) the unanimous written

consent of shareholders. The Chairman of the Board of

Directors shall also be the chairman for all general

Shareholders Meetings.

(d) The Shareholders shall be permitted to participate in the

Shareholders Meetings by proxy, teleconference or

videoconference (but only to the extent permitted by Law).

Any person possessing a proxy or power of attorney or other

such written authority with respect to any Equity Shares

shall be able to vote such Equity Shares and participate in

meetings as if such person was a Shareholder of the

Company.

(e) In the event of proxy voting, the Shareholder shall inform the

Company at least ________ days prior to the date of the

meeting, the name, address and contact details of such

party.

6. MAINTENANCE OF BOOKS AND RECORDS:

(a) The Company shall keep true and accurate books of account

and records in English in accordance with generally accepted

accounting principles in force from time to time in India and

in a manner necessary for compliance with any requirements

of Law that are applicable to the Company. The relevant

financial statements and information including profit and

10
 loss account, Cash Flow Statement, Summery Performance

etc. shall be furnished to both Groups.

7. OBLIGATIONS OF THE PARTIES:

(a) The obligations of the Company (as accepted by both the

Groups) are as under:-

(i) To promote the sales of the wide and comprehensive

range of ______________________ products presently

manufactured by the said PQR and/or its subsidiaries

in India and other countries as may be decided by the

Board of Directors. If any opportunities in Countries

other than India shall arise, in such cases the same

will be mutually evaluated by ABC Group and PQR on

a case to case basis.

(ii) To advertise, market and generate new clientele for the

purpose of the SPV.

(iii) To use the technology, know-how, patent, trademark,

process and other intellectual properties and

diversified methods and aspects of processing and

manufacturing assigned by PQR Group to the

Company in the best possible manner and extent.

(iv) To make full efforts and to use its best endeavour for

generating sales, promotion and prospective clientele

including but not limited to the following area of

operations namely:-

11
 *

(v) If mutually agreed by the parties, to further extend the

operations of the SPV in various other countries and to

undertake manufacturing of such products on the

basis of the technology, know how etc. of the PQR

Group.

(vi) To plan, set up, and establish the Company for all its

operational purposes including but not limited to

obtaining premises to set up the registered office,

marketing premises, factory premises, acquisition and

installation of equipment, plant and machinery,

consultancy and other operative arrangements and

expenses related thereto.

(vii) To recruit, qualified and expert persons for carrying on

the activities of promotion, sales, manufacturing,

supervision, Marketing, Finance, and Support Staff

etc. as may be required by the Company for its day to

day functioning.

(viii) To apply for and obtain various licenses, permissions

and other statutory compliances as may be required

for commencing and running the activities of the

Company from any statutory body or authority.

(ix) To defray all the operating expenses from the

Company’s bank account such as salary, wages, rent,

electricity charges, repairs, maintenance, Property

12
 Taxes etc. and all other general expenses which are

necessary for the purpose of running and conducting

business including but not limited to VAT, Service Tax

and other Mandatory charges etc.

(x) To keep confidential all or any commercial, scientific or

technical information brought into the Company and

to promote, market and sell all the products under the

company’s brand/trade name and to raise invoices in

the name of the Company irrespective whether the

products are imported, manufactured or finished in

India by the Company.

(xi) To expand the business of the Company by all lawful

methods and processes.

(xii) To appoint Auditors, Chartered Accountants, Lawyers,

Company Secretary and other professionals to run and

manage the affairs of the company.

(xiii) To meet with all the expenses of the Company.

(xiv) Not to enter in any investment, business and/or to

create any debt save and except in the normal course

of the Company’s business without the consent of both

the Groups.

(xv) To provide to PQR and it’s subsidiaries all necessary

guarantees concerning the use of name “PQR” and all

its trademarks strictly in accordance with provisions of

this agreement.

(xvi) The Company shall indemnify each Director

(collectively the “Indemnified Persons”) against any

losses, claims, damages, liabilities, judgments, fines,

13
 obligations, expenses and liabilities of any kind or

nature whatsoever (including any investigative, legal

and other expenses incurred in connection with, and

any amounts paid in settlement of any pending or

threatened legal action or proceeding) that such

Indemnified Person may at any time become subject to

or liable for directly in connection with their status as

a Director or Officer of the Company or any of their

services to or on behalf of the Company except where

such claims arise out of the gross negligence, willful

misconduct or fraud of such Indemnified Person.

(xvii) It shall not issue any additional Equity Shares or right

issue or convertible instruments after the date hereof

without the written consent of 100% Shareholders of

the Company and this restriction is with a view to

ensure that the agreed ratio of shareholding of the

ABC Group and PQR Group in the Company is not

reduced.

(b) The obligations of the PQR Group are as under:-

(i) From time to time bring its financial contribution for

investment as also to meet all running cost of the

Company in proportion of its share holding in the

Company.

(ii) To permit and make available its technology, know-

how, patent, name, trademarks, processes, intellectual

property and diversified methods and aspects of

manufacturing and marketing and to make available

appropriate technical support and technology transfer

14
 system to the Company in accordance with the terms

and conditions of this Agreement and such user and

permission shall be without any remuneration/fee.

(iii) To share the profits and loss of the Company to the

extent of its share holding in the Company.

(iv) To provide assistance and co-operation to the

Company to raise loans from private parties, banks or

financial institutions either jointly with the ABC Group

or individually.

(v) To assign its existing clientele in India in favour of the

Company so that the Company can operate as its sole

representative for the said region.

(vi) To devote sufficient time, efforts and resources for

ensuring success of the SPV.

(vii) During the validity period of this agreement not to

enter into any agreement for establishment of similar

business relations as those presently established with

the ABC Group under this Agreement with any other

third party in India in respect of the same products

and in the same area of operations.

(viii) Not to commercialize the market or sell its product

within the restricted area of activities and operations

viz. in India during the initial period of three years

through any other persons other than the Company

and/or thereafter if SPV shall be continued.

(ix) To keep confidential all/any scientific commercial or

technical information brought into the company

including the list of clients or prospective clients of the

15
 company. This obligation will cease as soon as such

information becomes public.

(x) Not to enter in any investment process and/or to

create any debt in the name of the Company (save and

except in the normal course of the business) without

the consent of ABC Group.

(c) The obligations of the ABC Group are as under:-

(i) To comply with all formalities with the ROC, the RBI

and all other statutory authorities in India, PQR Group

being a foreign Company.

(ii) From time to time bring its financial contribution in

proportion of its share holding for investment as also

to meet all running cost of the Company.

(iii) To promote the sales of the wide and comprehensive

range of __________ products presently manufactured

by the PQR Group and/or its subsidiaries in India for

the initial period of ____ years and also to bring in

their commercial and networking contacts and

experience.

(iv) To advertise, market and generate new clientele for the

purpose of the SPV.

(v) To share the profits and loss of the Company to the

extent of its share holding in the Company.

(vi) To provide assistance and co-operation to the

Company to raise loans from private parties, banks or

financial institutions either jointly with the PQR Group

or individually.

16
 (vii) To devote sufficient time, efforts and resources for

ensuring success of the SPV.

(viii) During the validity of this agreement not to enter into

any agreement for establishment of similar business

relations as those presently established with the PQR

Group with any other third party in respect of the

same products and/or in the same area of operations

i.e in India.

(ix) To keep confidential all/any scientific commercial or

technical information brought into the company

including the list of clients or prospective clients of the

company. This obligation will cease as soon as such

information becomes public.

(x) Not to enter in any investment process and/or to

create any debt in the name of the Company (save and

except in the normal course of the Company’s

business) without the consent of PQR Group.

7. BREACH, TERMINATION AND CONSEQUENCES OF

TERMINATION:

(a) In the event of any breach by either party, of any of the

terms and conditions recorded herein, the aggrieved party

shall give a notice in writing to the party in breach to remedy

the breach within a period of thirty days from the date of

receipt of the notice. If the defaulting party fails to remedy

the breach within the aforesaid period, this Agreement at the

option of the party complaining of such breach, shall stand

terminated without any further notice. Such termination

17
 shall be without prejudice to the other rights and remedies

available to the parties in law.

(b) Upon termination of this Agreement in terms of (a) above:

(i) Neither the ABC Group nor the said PQR shall carry

on business of promotion, marketing, sales,

manufacturing etc of the products in India under the

Company’s name (or otherwise) or utilize its

brand/trade name technology, know how etc. or solicit

or attempt to solicit the client’s of the Company.

(ii) In the above circumstances, the shares of the parties

and assets of the Company shall be valued by any

reputed firm of Chartered Accountants to ascertain the

fair market value of the said shares and assets.

(iii) Both the Groups shall have first right of refusal of

purchasing the shares of each other at the valued

price arrived by the Valuers/Chartered Accountants.

(iv) If the ABC Group refuses to Purchase the said shares

of the said PQR Group within sixty (60) days of the

written notice sent by the PQR Group and the ABC

Group not offering to sell their shares at the valued

price, in that event the said PQR Group shall be

entitled to sell the said shares to any third

party/outside party at the price as may be deemed fit

and proper by the PQR Group.

(v) If the PQR Group refuses to Purchase the said shares

of the ABC Group within sixty (60) days of the written

notice sent by the said ABC Group and the said PQR

Group not offering to sell their shares at the valued

18
 price in that event the ABC Group shall be entitled to

sell the said shares to any third party/outside party at

the price as may be deem fit and proper by ABC

Group.

(vi) If ABC Group successfully purchases the shares of

PQR Group in that event it shall alter the name of the

Company by deleting the word “PQR”. If PQR Group

successfully purchases the shares of ABC Group in

that event it shall alter the name of the Company by

deleting the word “ABC”.

(c) In the event that either the ABC Group or the PQR Group is

desirous of voluntarily withdrawing itself from the Company,

the provisions as to sale of its shares and right of first

refusal stated in sub-clause (b) above shall apply mutatis

mutandis.

8. VOLUNTARY WINDING UP OF THE COMPANY:

(a) Both the parties agree to dissolve, liquidate and wind up the

Company, by following the due process of law, in the

following cases:-

(i) Acquisition or Merger of any Group with any

competing Company in any part of the World in the

same area of activities.

(ii) Co-option by any one of the Group with a competitive

entity within the markets to which this agreement

extends.

(iii) Voluntary unanimous decision by the Board of

Directors to wind up the company.

19
 (iv) In case of any penal sentence against any of the Groups

for any breach of fiscal or legal obligations in the

designated area of operation and its activities.

9. RELATIONSHIP OF THE PARTIES:

This Agreement and Understanding between the parties is on a

principal-to- principal basis for the purpose of operating the

Company and this Agreement shall not create a partnership,

agency or any other fiduciary relationship among themselves.

10. BENEFIT OF THE AGREEMENT:

This Agreement is solely for the benefit of the parties hereto. For

avoidance of doubt, this agreement does not and shall not confer

rights upon a person who is not a party to this Agreement.

11. EXCLUSIVITY AND RESTRICTIONS:

(a) The parties shall not be directly and/or indirectly entitled to

assign their interest under this Agreement to any third

party/outside party without the written consent of the other

party and any attempt to do so will be void and not binding

on the other party.

(b) The Company will be the sole vehicle for conducting the

business within the specified Region as recorded in this

Agreement. Both the Groups covenant with each other and

agree that they shall not, so long as they are connected with

the Company, engage in any existing or proposed activities

which are or could directly or indirectly be competitive with

20
 the Business of the Company including providing business

process outsourcing, soliciting any customer or prospective

customer of the Company to acquire services provided by the

Company from any person other than the Company,

investing in any company engaged in the same or a similar

business as the Company and assist any person in any way

directly or indirectly in any activities which are competitive

with the Business of the Company. This restriction is

applicable to only specified businesses of the company and

for specified region (territories) only.

12. AGREEMENT, ARRANGEMENT AND MODIFICATION:

(a) This Agreement shall constitute the entire agreement

between the parties hereto in relation to the subject matter

hereof and supersedes all prior understandings, letters of

intent, contracts, correspondence, e-mails, etc., whether oral

or written, between the parties hereto.

(b) This Agreement shall inure for the benefit of and be binding

upon the parties and their respective successors, assigns

and subsidiaries (if any) and nothing in this Agreement,

expressed or implied, is intended to confer on any person

other than the parties and their successors, assigns and

subsidiaries any rights, remedies, obligations or liabilities

under or by reason of this Agreement.

(c) This Agreement may be modified, varied or amended only by

a written instrument duly executed by each of the parties

hereto.

21
13. ADDITIONAL DOCUMENTS:

The parties shall from time to time execute and deliver such

further documents as may be reasonably required to give proper

and true effect of and to this agreement.

14. INVALIDITY:

If any term or provision in this Agreement is held to be illegal or

unenforceable, in whole or in part, under any enactment or rule of

law, such term or provision or part to that extent will be deemed

not to form part of this Agreement but the enforceability of the

remainder of this agreement will not be affected.

15. WAIVER:

Any term or condition of this Agreement may be waived at any

time by the party that is entitled to the benefit thereof, but no

such waiver shall be effective unless set forth in a written

instrument duly executed by or on behalf of the party waiving

such term or condition. No waiver by any party of any term

or condition of this Agreement, in any one or more instances,

shall be deemed to be or construed as a waiver of the same or

any other term or condition of this Agreement on any future

occasion. All remedies either under this Agreement or by law

or otherwise afforded, will be cumulative and not alternative.

16. OUT OF POCKET EXPENSES:

22
 All out of pocket expenses by way of legal expenses, formation of

the Company, Stamp duty charges, cost of preparation of this

agreement etc. shall be to the account of the Company.

17. NOTICES AND CORRESPONDANCE:

All notices, demands or requests required or permitted under this

Agreement must be in writing, and shall be made by hand delivery,

certified mail, Federal Express or a similarly internationally

recognized courier service or facsimile, as follows:

(i) If to the Company at:

(ii) If to the ABC Group at:

(iii) If to the PQR Group at:

18. APPLICABILITY OF LAWS, DISPUTES, ARBITRATION AND

JURISDICTION OF COURTS:

(a) The parties shall at all times and from time to time comply

with all statutory laws, the rules, regulations, notifications of

Indian laws including the Reserve Bank of India (RBI), The

Securities and Exchange Board of India (SEBI) and/or any

other statutory body or authority and to comply with

provisions of the Foreign Exchange Management Act, 1999

(FEMA), Companies Act, 1956 and other statutory laws.

(b) This Agreement and any disputes, claims or controversies

arising from, related to or in connection with this Agreement

23
 shall be constructed in accordance with the Laws of the

Republic of India without regard to principles of conflict of

laws.

(c) In the event that any dispute, difference, claims, questions

or controversies arise relating to this agreement or

interpretation thereof or as to any non-compliance, non-

payment, breach or termination or any other matters

incidental or consequential thereto, the parties shall at first

endeavor to resolve the same mutually and amicably, failing

which the same shall be referred to Arbitration in

accordance with the provisions of the Arbitration and

Reconciliation Act, 1996 (India) or any other Arbitral law in

force in India for the time being. The Arbitration proceedings

shall be held in the City of _____, India and conducted in

English language. Each party shall have the right to be

represented by Advocate, Attorney and Counsel of their

choice. All the documents submitted as evidence in such

proceedings shall be submitted in their original language

with an English Translation.

(d) The Arbitrators shall have no power to add to, modify or

change any provision of this Agreement.

(e) Notwithstanding the foregoing, each Party hereby

acknowledges that the remedies at law of the other Party for

a breach or an apprehended breach of this Agreement would

be inadequate and, in recognition of this fact, either Party, in

addition to all other remedies that may be available, shall be

entitled to seek equitable relief in the form of specific

24
 performance, injunction or any other equitable remedy from

the Court of competent jurisdiction at ________.

(f) Unless otherwise terminated in accordance with the terms

hereof, this Agreement and the rights and obligations of the

Parties hereunder shall remain in full force and effect for as

long as any proceeding pursuant to Arbitration are pending.

(g) Subject to the above, the Courts at _________, India, shall

have exclusive jurisdiction to try and entertain all disputes

arising between the parties hereto.

19. The Company has joined in the execution of this agreement

in recognition of the terms of this Agreement mutually arrived at between

the two Groups and of the respective rights and obligations of each of the

Group hereunder.

IN WITNESS WHEREOF the parties have hereunto set and

subscribed their respective hands and common seals the day and year

first hereinabove written.

SIGNED AND DELIVERED BY the )

withinnamed _____________________ and )

_______________________________, )

The ABC GROUP abovenamed, )

in the presence of :- )

THE COMMON SEAL of the withinnamed )

THE PQR GROUP abovenamed, is hereunto )

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Affixed by the hands of its Chairman )

__________________ pursuant to the Resolution )

of its Board of Directors dated _______ 200___ )

in the presence of (1) _______________________ )

Managing Director (2) ______________________ )

Director, in the presence of :- )

THE COMMON SEAL of the )

Withinnamed ABC AND PQR )

COATINGS PVT. LTD, THE COMPANY )

abovenamed, is hereunto affixed )

pursuant to the Resolution of its Board )

of Directors dated _____-200___ in the )

presence of (1) _________________________)

Managing Director and )

(2) ____________________________, Director)

in the presence of:- )

/conversion/tmp/activity_task_scratch/761769578.doc

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