SPECIMEN FORMAT OF TECHNOLOGY TRANSFER AGREEMENT

(On stamp paper value Rs. 100)

Agreement of Technology Transfer between Technology Licensee and Licensor On Conversion of Waste to Energy
THE AGREEMENT THIS Agreement made and entered into on this Xth day of Name of Month and Year between Name of the Technology Licensor , a company/organisation/institution established under a law (hereinafter called Licensor) having its principle office at . And Name of the Technology Licensee registered in India under the Companys Act, 1956 (hereinafter called Licensee) and having its registered office at _________ ___. Witnesseth that 1. Whereas, Licensor is the authorized agency for the technology transfer and commercialization of the process the developed by M/s. XYZ for conversion of waste into energy; and 2. Whereas Licensee is desirous of the technology for conversion of waste into energy (hereinafter called the Project) as per the terms and conditions hereinafter set forth: Now therefore in consideration of the premises and mutual covenants hereinafter contained the parties hereto agree as follows: Article I Definitions This section shall define various terminologies that shall be used in the project. Some illustrative example are given below: For the purpose of this agreement, the following definitions shall apply: 1. Product(s): Shall mean any materials including techniques, devices, methods or inventions relating to or based on the Technology developed on the date of this agreement or in the future. 2. Know-how: Shall mean any and all technical data, information, materials, trade secrets, technology, processes, and ideas, including any improvements thereto, in any form in which the foregoing may exist, now owned or co-owned by or exclusively, semi-exclusively or nonexclusively licensed to any party prior to the date of this Agreement or hereafter acquired by any party during the term of this agreement. 3. Confidential Proprietary Information: Shall mean with respect to any Party all scientific, business or financial information relating to such Party, its subsidiaries or affiliates or their respective businesses, except when such information:

a. Becomes known to the other Party prior to receipt from such first Party; b. Becomes publicly known through sources other than such first Party; c. Is lawfully received by such other Party from a party other than the first Party; or d. Is approved for release by written authorization from such first Party. 4. Intellectual Property Rights: Shall mean any and all inventions, materials, Know-how, trade secrets, technology, processes, ideas or other discoveries conceived or reduced to practices, whether patentable or not. Article II - Scope of the Agreement The agreement details the terms and conditions, financial arrangement, modalities of collaboration, intellectual property rights, responsibility and obligations of the Licensee and Licensor pertaining to the Project. Article III - Financial Arrangements Licensee shall pay to Licensor an amount of Rs.______ lakhs (Rupees ____ Lakhs only) Licensee will pay Rs. (Rupees in words) while signing this agreement and the balance within XX days after obtaining financial sanctions from any of the financial institutions for executing the project. Article IV - Modalities of Technology Transfer 1. The respective responsibilities of Licensor and the Licensee and schedule of fulfillment thereof shall be as per Article V and VI. 2. There will be a joint Monitoring group for the project. The Monitoring Group shall consist of Two persons each from the Licensor and Licensee. The Monitoring Group will identify the work to be done by the Licensor and the Licensee the targets/milestone and criteria for completion of the Project. It shall also review the progress of the Project after every two months. Article V - Responsibilities of Licensor 1. Licensor shall undertake the Project as a technology provider for conversion of waste in to energy. 2. Licensor shall complete the work as per schedule mutually agreed by Licensee and Licensor. This period of completion of work could however be extended to such further periods as may be mutually agreed to between the parties. Article VI - Responsibilities of Licensee 1. Licensee shall supply the necessary inputs against the time frame as mutually agreed between the Licensor and the Licensee as and when required within the period of the agreement. 2. Licensee shall be responsible for all procedural, legal and operational matters pertaining to the Project and the commercialization of the results of the Project as may be licensed by Licensor. 3. Licensee shall own the results of Project "know-how" and the conversion of waste in to energy only. Licensee shall not transfer the know-how to a third party.

Article VII - Results of Project 1. Any intellectual property rights/patents/design/trademark/copyrights obtained by Licensor hereto pertaining to the scaled up Project shall remain the property of Licensor only. 2. The intellectual property that is know-how generated in the scaled up Project shall be owned by Licensor only. Article VIII Confidentiality During the tenure of the agreement and ________ years thereafter Licensee undertake on their behalf and on behalf of their subcontractors/employees/representatives/associates to maintain strict confidentiality and prevent disclosure there of all the information and date exchanged/generated pertaining to scope of work under this agreement for any purposes other than in accordance with this agreement. Licensor, however, retains the right to use results generated during the scaled up Project for its own R&D programmes without any obligation to Licensee. Article IX - Force Majeure Neither party shall be held responsible for non-fulfillment of their respective obligation under this agreement. Due to the exigency of one or more of the force majeure events such as but not limited to acts of god, war, flood, earthquakes, strikes, lockouts, epidemics, riots, civil commotion etc. provided on the occurrence and cessation of any such events, the part effected hereby shall give a notice in writing to the other party within one month such occurrence or cessation. If the force-majeure conditions continue beyond duration to be specified, the party shall then mutually decide future course of action. Article X - Effective Date, Duration and Termination of the Agreement 1. The agreement shall be effective from the date of signing and shall remain in force for a period of duration should be specified (generally it could be two years) from the said date. 2. The agreement shall terminate on the expiry of the period, as in Article X, clause 1, unless extended by both the parties. 3. During the tenure of the agreement, parties hereto can terminate the agreement either for breach of any of the terms and conditions of this agreement or otherwise by giving a specify the duration in months notice in writing to the defaulting party. Failure of either party to terminate the agreement on account of breach or default by the other shall not constitute a waiver of that partys right to terminate this agreement. 4. In the event of termination of the agreement vide Article X, clause 3 the rights and obligations of the parties thereto shall be settled by mutual discussion the financial settlement shall take into consideration not only the expenditure incurred but also the expenditure omitted by the parties hereto. 5. The agreement arrived at between the parties hereto for the utilization of the intellectual property shall survive until termination of the agreement. Article XI Notices All notices and other communications required to be served on Licensee under the terms of this agreement, shall be considered to be duly served if the same shall have been delivered to, left with or posted by registered mail to Licensee at its last known address of business. Similarly, any notice to be given to Licensor shall be considered as duly served if the same shall have been delivered to, left

with or posted by registered mail to Licensor at its registered address. Article XII - Amendments to the Agreement No amendment or modification of this agreement shall be valid unless the same is made in writing by both the parties or their authorized representatives and specifically stating the same to be an amendment of this agreement. The modifications changes shall be effective from the date on which they are made/executed, unless otherwise agreed to. Article XIII - Assignment of the Agreement The rights or/and liabilities arising to any party of this agreement shall not be assigned except with the written consent of the other party and subject to such terms and condition as may be mutually agreed upon. Article XIV - Arbitration and Jurisdiction 1. If any dispute or difference arises between Licensor and Licensee hereto as to the construction, interpretation, effect and implication of any provision of this Agreement including the rights or liabilities or any claim or demand of any Party against other or in regard to any matter under these presents, but excluding any matters, decisions of determination of which is expressly provided for in this Agreement, such disputes or differences shall be referred to the sole arbitration of the third person, whom shall be mutually identified by the parties. A reference to the arbitration under this clause shall be deemed to be submission within the meaning of the Arbitration Act, as amended, and the rules framed thereunder for the time being in force. The venue of the Arbitration shall be decided mutually between the parties and the Sole Arbitrator. The Parties hereby agree to consent to the extension of time for making the award by the Sole Arbitrator, if the sole arbitrator so requires. Each Party shall bear and pay its own cost of the arbitration proceedings unless the arbitrator otherwise decides on the awards. The provision of this clause shall not be frustrated, abrogated or become in-operative notwithstanding this Agreement, expires or ceases to exist or its terminated or revoked or declared unlawful. The Courts at (mention the place of the Office of the Sole Arbitrator) shall have exclusive jurisdiction in all matters concerning this Agreement, including any matter arising out of the arbitrators proceedings or any award made therein. Article XV - Seal of Parties In witness thereof the parties hereto have signed this agreement on the day, month, and year mentioned herein before. Parties For and on behalf of Licensor For and on behalf of Licensee Signature Name Designation Seal Signature Name Designation Seal

Witnesses 1. Signature Name Address 2. Signature Name Address

1.

Signature Name Address Signature Name Address

2.

Signature/Seal Licensor

Signature/Seal Licensee