DRAFT AGREEMENT Foreign Collaboration. Simple Structure

Transcription

1 DRAFT AGREEMENT Foreign Collaboration Simple Structure ABCDEF Russian Group Indian Group ABC Russian Company XYZ Indian Company Cyprus Company FIPB Approval ABC Sub Indian Company Equity % Equity % ABC - XYZ JV Company in India 1. Terms of Reference. 2. MOU 3. Umbrella Agreement. 4. Collaboration Agreement amongst share holding companies. 5. Technology Transfer. Royalty. Fees for Technical Services. 6. Memorandum & Articles of Association of the JV company. 7. Definitive Agreements.

2 DRAFT AGREEMENT Page No: 1 Umbrella Agreement Between M/s. ABC, Russia AND M/s. XYZ India Executed at Mumbai, India On Date: 23 rd July, 2011 Two Originals executed on stamp papers of Rs. 100/- each.

3 DRAFT AGREEMENT Page No: 2 Contents The Umbrella Agreement Between M/s. ABC, Russia AND M/s. XYZ India Draft Dated..23 rd July, 2011 This is a draft for consideration. It does not create any rights or obligations for any party whatsoever. There is no effect to this Draft unless & until executed by all the parties to the Agreement. I. Parties to the Agreement. This Agreement has been executed between the parties to the Agreement as stated below. The Agreement has been executed at (place) on (date). I.1. ABC ABC is a company incorporated under the Russian Companies Act in Russia under the registration number Dated It has its registered office situated at..moscow, Russia. ABC is, for the sake of brevity referred to in this Agreement as ABC. This abbreviation, unless otherwise required by the reference or context in the Agreement, shall mean, bind & include ABC, its shareholders, directors and managers for the time being; its agents, nominees, delegates, assigns, substitutes, transferees, successors, liquidators and any person or persons claiming through it. For this AGREEMENT, it is represented by Director - Mr.... I.2. XYZ XYZ is a company incorporated under the Indian Companies Act in India under the registration number Dated... It has its registered office situated at Mumbai, Maharashtra, India. XYZ is, for the sake of brevity referred to in this Agreement as XYZ. This abbreviation, unless otherwise required by the reference or context in the AGREEMENT, shall mean, bind & include XYZ., its shareholders, directors and managers for the time being; its agents, nominees, delegates, assigns, substitutes, transferees, successors, liquidators and any person or persons claiming through it. For this AGREEMENT, it is represented by Director - Mr. WXYZ.

4 DRAFT AGREEMENT Page No: 3 ABC and XYZ are referred to individually as a Party and collectively as the Parties.II. Preface: II.1 II.2 Both the parties to this Agreement (AGREEMENT) are doing their independent businesses for several years from their respective countries. ABC is a subsidiary of ABCD within the group of ABCDEF. ABC has several subsidiaries, partners and associates around the world. ABC is a Global company having facilities in Russia, USA, Hungary, Germany and France. It is engaged in manufacturing of highly technological equipment and rendering services for industry..projects in Russia and Globally. ABC has a strategic vision, sound governance, and expertise in Setup, manufacture, servicing, repairs, supply of spare parts in conventional and modern industry. ABC is interested in building long term strategic partnership with companies in the Indian market for manufacturing and supply of equipment, rendering services, repair works and modernization for conventional industrial projects. ABC will incorporate a subsidiary in India after taking such statutory approvals as may be necessary under the Foreign Exchange Management Act, Foreign Direct Investment Policy and other relevant laws applicable to the sector. This Indian company will enter into the final collaboration agreement with DM. This Indian subsidiary of ABC is hereinafter referred to as ABCSub. ABC s main director who will look after this Collaboration Agreement is Mr... II.3 XYZ has expertise in conceptualising, providing and maintaining the infrastructure necessary for developing industrial projects in India. It also has substantial, networking, marketing, management, manufacture and administrative experience. It desires to seek a partner who can provide globally competitive and high quality components in supply of conventional and modern projects. XYZ is having three main directors: Mr. X, Mr. Y and Mr. Z. XYZ has several businesses & is expanding its scope of business. XYZ has specialised in establishing new businesses in India and has excellent relations with several business houses in India. II.4 II.5 Both the parties have considered a joint venture for a specific business as described below. ABCSub & XYZ will form in India a joint venture limited liability Company to do joint business. The JV Company will be known as ABC XYZ. Their cooperation in specified business will be over & above ABC-XYZ. ABCSub & XYZ will be free to do their own businesses whether individually or jointly with the parties to this agreement.

5 DRAFT AGREEMENT Page No: 4 II.6 II.7 II.7 Parties to this Agreement have executed a MOU dated This MOU has been considered by all concerned and discussed for last few months. All necessary internal approvals have been obtained. Now this Agreement is the final and complete document. On execution of this Agreement, all other documents in this respect are now null and void. In case, there is any difference between this Agreement and any earlier document, this Agreement shall prevail over all prior documents. The parties agree and acknowledge that the purpose of this Agreement is to record the current understanding reached amongst XYZ and ABC for organization of cooperation to carry on the business for manufacture and supply of equipment for conventional and modern projects, and to establish a hub which can be a base for global markets. The parties to the Agreement further agree and undertake that the immediate objective is to organize a co-operation between the parties for attainment of the proposed objects. ( the Project ). Each Party undertakes to make necessary and reasonable efforts to promote the Project : to contribute the required information, actively participate in negotiations, attend meetings, allocate the required resources, and to respect planning schedules and deadlines. For this purpose, both the parties have agreed upon certain terms & conditions as stated below. III. Terms & Conditions: Both the parties to this agreement have decided to record the terms and conditions of this agreement that they have discussed and agreed. Now this agreement records and declares the terms and conditions as agreed amongst them: 1. Definitions: In this Agreement, unless the context clearly indicates a contrary intention, the words and phrases listed below and their cognates shall bear the following meanings: 1.1 Act means the Indian Companies Act, 1956, as now enacted or as the same may, from time to time be amended, re-enacted or replaced; 1.1 Agreement Date means the date of execution of this Agreement. If different parties have executed the agreement on different dates, then the last date on which a party to the agreement has executed shall be considered to be the Agreement Date. 1.2 Agreement means this Document executed by both the parties to this Agreement in presence of witnesses. 1.4 Confidential Information shall have the meaning given to such expression in Clause:

6 DRAFT AGREEMENT Page No: Effective date means the date on which this Agreement comes into effect. The Agreement will come into effect immediately on its execution by all the parties to the Agreement. If different parties have executed the agreement on different dates, then the last date on which a party to the agreement has executed shall be considered to be the Effective Date. Agreement Date & Effective Date shall be same. 1.4 Law(s) shall mean all applicable laws, rules, regulations, statutory orders, ordinances, directions, judgements, or other requirements or official directive of any Governmental Authority or Person acting under the authority of any Governmental in the Republics of India and Russia. 1.6 Person(s) means any individual, sole proprietorship, incorporated or unincorporated association, body corporate, corporation, company, partnership, limited liability partnership, Governmental Authority or trust or any other entity or organisation; 1.7 Third Party means any Person who is not a signatory to this Agreement; 1.8 Relative of any person shall mean that person s spouse, parent child, brother and sister. 1.9 Shareholding means and refers to the shares held by a Shareholder in ABCXYZ; 2 Terms of Interpretation: (i) (ii) any reference to the singular shall include the plural and vice-versa; any references to the masculine, the feminine and the neuter shall include each other; (iii) any references to a company shall include a body corporate; (iv) (v) the preface forms integral part of this Agreement and shall have the same force and effect as this Agreement. references to a person (or to a word importing a person) shall be construed so as to include: (a) that person s successors in title and assigns or transferees permitted in accordance with the terms of this AGREEMENT; and (b) references to a person s representatives shall be to its officers, employees, legal or other professional advisers, sub-contractors, agents, attorneys and other duly authorised representatives; 3. Commitment: Whenever there is any issue on a subject covered by this Agreement, both parties to this Agreement commit themselves to act in compliance with this Agreement. The

7 DRAFT AGREEMENT Page No: 6 compliance will be in substance and in spirit. In all meetings of ABC-XYZ whether Directors meetings or, Shareholders meetings, - they will vote and act in compliance with this Agreement. 4. Independent Businesses: Both the parties hereto have agreed & declare that they are already doing their own independent businesses. The independent businesses will continue even after the joint venture. However, the specific business described below in paragraph III.5 shall be conducted in the manner agreed and described below. 5. Business Back ground: III.3: PROPOSED ACTIVITIES 1.1 The Parties propose to collaborate through the organization of co-operation in an agreed form, including, but without limiting, by forming a joint company (joint companies) (hereinafter referred to as - ABCXYZ) to carry on activities in manufacturing and supply of power equipment for conventional and modern projects, gas and petrochemical objects and establish a hub which can be a base for global markets. The city of Mumbai, India has been initially selected by the Parties as a principal place for future joint activities. The Place of business can be at any place as mutually agreed by both the parties to this agreement. 1.2 XYZ and ABC shall organize a long term strategic co-operation to facilitate the following activities in India and throughout the world: 1. Supply of equipment and services for plant construction. 2. Renewable Generation Systems. 3. Cooling towers and heat exchangers. 4. Safety systems and equipments. 5. Generation sets 6. Noise reduction and vibration controls. 7. Electrical control and instrumental systems. 1.3 XYZ and ABC both agree and undertake to: 1. Setup joint commercial activities in India. 2. Identify list of equipment and services within the framework of the project, for which they envisage the possibilities of technology transfer to organize manufacturing in India on agreed terms, including, but not limiting, within the framework of the JV. 3. Render consultation services on procurements of necessary technological equipment for organization of manufacturing, supply and services of equipment. 4. Assign and confirm techno-commercial offers and selection of companiessuppliers for projects.

8 DRAFT AGREEMENT Page No: 7 5. Assess the appropriateness of investment and other parameters of opportunities and jointly manufacture equipment and components for projects in India. 6. Undertake supervision and quality control work in executing the projects. 7. Ensure smooth manufacturing activities and co-ordination with Russian and Indian manufacturers/suppliers and/or Government agencies. 8. Carry out financial, judicial, technological and other conditions (due diligence) of equipment manufacturing companies. 9. To do all acts and deeds necessary for the attainment of the above objects. III.4. ROLE OF XYZ 2.1 XYZ will Provide means for ABC to expand their global reach in general, and expansion of ABC in Indian market. 2.2 XYZ shall extend cooperation to ABC to expand their resources and equipment supply list to organize supplies to projects in India by providing access to the local and Indian market. 2.3 XYZ shall provide infra-structure and a platform to: - Organize supplies of equipment and services to projects and component manufacturing facilities. - Liaison with various Central Government, State Government and Statutory Regulatory Authorities, to promote and support the projects. - Set up of material-technical logistic infrastructure and installation activities. - Stimulate and help establish industrial contacts and promote joint ventures between ABC and Indian enterprises in setting up and development of projects. III.5 ROLE OF ABC 3.1 ABC shall provide the technical expertise, experience and other agreed resources in setting up of, a. Projects. b. equipment and component manufacturing. c. Supply of Conventional and Modern projects. d. Renewable Energy systems. e. Cooling and heat towers. f. plant construction. g. Safety systems and equipment. h. Servicing and repair works and modernization of equipments. i. Supply of spare parts of equipments. III.6 PROJECT AGREEMENT 4.1 The Project shall be governed by a Definitive Agreement to be negotiated between the Parties. All provisions of this Agreement shall be replaced by

9 DRAFT AGREEMENT Page No: 8 the provisions of the Definitive agreement, upon signature by Parties of that Agreement. 4.2 In case of any ambiguity or conflict of terms between the terms and conditions of this Agreement and those of the Definitive Agreement as mentioned above, the terms and conditions of the Definitive agreement shall prevail. III.7. FINANCIAL AGREEMENTS This Agreement does not create any financial commitment on either of the Parties to this Agreement. SECTION 8: CONFIDENTIALITY 25.1 Both the parties to this agreement shall maintain confidentiality of all the confidential information about ABCXYZ and about each other that they may learn through their association in this business An information shall be considered to be Confidential Information when the following conditions are fulfilled: (i) (ii) (iii) it is not available in the public domain; and the disclosure of the information can affect the goodwill of ABCXYZ or any of the shareholders or their affiliates; or the disclosure of the information can affect the business of ABCXYZ or any of the shareholders or any of their affiliates The confidential information shall not be divulged to any party whatsoever except to the extent: (i) reasonably necessary for carrying on the business of the company; or (ii) directed by a competent court of law or statutory authority Parties to this Agreement shall restrict the dissemination of confidential information to their trusted employees, agents and representatives who have a direct need to know such information. Such employees, agents or representatives shall in turn be bound to maintain confidentiality of the confidential information that they shall receive from the Parties to this agreement This agreement on confidentiality shall be valid and binding on all the parties as long as they continue to be shareholders of ABCXYZ and for a further period of five years from the date of their ceasing to be shareholders of the company.

10 DRAFT AGREEMENT Page No: Directors appointed by the share holders shall be bound by this clause on Confidentiality during their term as directors of ABCXYZ and for a further period of five years from the date of termination of their directorship In case of breach of the condition of confidentiality, the person responsible for such breach shall be liable to fully compensate and indemnify the person who has suffered any loss because of such breach. In case of continuing violation of this condition, other shareholders of ABCXYZ shall be entitled to remove the habitual defaulter from the shareholding of the company as well as from the directorship or any other position in the company. SECTION 14: MISCELLANEOUS 14.1 This AGREEMENT may be amended only by an instrument in writing signed by each Party to this Agreement in presence of two witnesses. 4.3 Management Decisions: Following decisions by the company shall be taken only by following the procedure prescribed below: These decisions shall be taken in the board meeting of the company. Board meeting can decide upon these matters only if approved by and in accordance with a special resolution passed in the share holders meeting. Prescribed Decisions requiring special resolution of Share holders general meeting: (i) (ii) Further issue of equity shares. Further issue of any securities by the company which can be converted into equity shares of the company. (iii) Giving of any guarantees by ABCXYZ to any person whatsoever other than normal business guarantees to clients & to company s bank. (iv) Taking any decision for fixed asset investment where the commitment for investment exceeds Rs. 1,00,00,000 (rupees one crore only). By mutual consent to be recorded in writing, the Parties to this agreement may add any other matters of business which may require share holders approval by special resolution. III.7 Non-Compete Clause: It is specifically clarified that under this Agreement there is no clause restricting the business of any Party to this Agreement. Each party is free to conduct such business as it considers appropriate, including a business which may be competing with ABCXYZor with any party to this Agreement, its share holders & affiliates.

11 DRAFT AGREEMENT Page No: 10 III.9 Right of First Refusal: Whenever a Party to this Agreement wants to sell his shares in ABCXYZ (Selling Party); the Other Party shall have a Right of First Refusal as provided herein. In case of a public issue, this right shall not be available to the public investors. The Right of First Refusal is for the parties to this agreement and their successors in case of private placements. 9.1 Any shareholder in ABCXYZ shall be free to transfer, bequeath or convey all or any of its Shares to a third party subject to the conditions provided herewith. In the event that a Shareholder desires to transfer or convey all or any of his Shares to a third party, he (Selling Party) shall first make a Bona Fide Offer in writing to sell such Shares ( Shares on Offer ). This offer shall be made to all the persons who may be having this Right Of First Refusal on the date of offer (Offerees). This offer shall be made in the proportion of the shares already held by the Offerees. If the Selling Party has received any Purchase Offers from third parties, he shall deliver a certified true copy of each and every offer which the Selling Party proposes to accept; to the other Shareholders. 9.2 The Shareholder to whom the offer of sale is made (Offeree) shall individually have the right to purchase his pro rata portion of the Shares so offered, in accordance with the proportion of Shares he owns to the total remaining outstanding with all the Offerees. If the Offeree decides to purchase all or any part of the shares offered to him, he shall convey his decision in writing to the Offeror and to ABCXYZ within fortyfive (45) days from the date on which the offer of sale is received by him. 9.3 The purchase price of any shares purchased under the terms of this Clause shall be the lower of the prices offered by different bona fide prospective third parties. The method of payment shall be as provided in Clause Offeror shall transfer his shares on Offer to all the Offerees who have agreed to purchase the shares as per the terms of offer within a period of seven business days from the date of receipt of confirmed acceptance for his offer. 9.5 In the event that all the Offerees together do not purchase all the Shares on Offer within the forty-five (45) days period; the Offeror shall be free to sell the remaining shares to a third party at a price not lower than the price at which the shares were offered to the Offerees and on terms not more favourable than the terms offered to the Offerees. 9.6 Terms of Purchase and Payment. Full payment of the purchase price of the Shares shall be made immediately on transfer of the Shares on Offer. Upon tender of the purchase price as provided herein, the Offeror will deliver to the purchasing Shareholder the certificates representing all Shares being purchased; accompanied by duly executed share transfer forms. Stamp duty on transfer of shares shall be payable by the Purchasers.

12 DRAFT AGREEMENT Page No: This condition under clause III.9 shall remain valid and binding on the Parties to this Agreement even after ABCXYZ has made a public issue. III.10 Tag Along Provisions: 10.1 If any Party to this Agreement decides to sell or otherwise transfer its shares in ABCXYZ to a third party (Selling Party); such sale shall be subject to Tag Along rights of Other Party to this Agreement Any person purchasing any or all shares in ABCXYZ (purchaser) held by any Party shall have to first make an Offer to purchase all the shares and debentures held by the Other Party to this Agreement. Such Offer to Purchase shall be made in writing and shall state full details of terms and conditions of the offer including the price offered for such purchase. Price per security and terms offered to the Other Party shall not be less favourable than the price offered to the Selling Party Other Party shall have a right to accept the offer partially or wholly or to reject the offer. They may offer all or any of their shares and debentures in ABCXYZ to the Purchaser. If the Other Party accepts to sell any or all of their securities held in ABCXYZ ; Purchaser shall have to first purchase all the securities so offered by the Other Party ; and make full payment to the Other Party before he can purchase any shares from the Selling Party This condition under clause III. 10 shall remain valid and binding between the Two Parties to this Agreement even after ABCXYZ has made a public issue. However, Tag Along rights will not be available to any share holder other than the Parties to this Agreement. III.11 Public Issue: Sale by mutual Consent: ABCXYZ may consider a public issue of its shares. All the terms of the public issue shall be finalised by mutual consent of both the parties to this agreement. At any time, if the shares held by any of the parties to this agreement are to be sold to the investors in a public issue; or a sale on the stock exchange; the proportion of the shares that a party may sell in the market shall also be arrived at by mutual consent. This condition under clause III. 11 shall remain valid and binding even after ABCXYZ has made a public issue. It shall apply to further issues or direct sale in the market. III.12 Term of Agreement: This agreement shall be effective from the date of execution of this agreement and shall remain valid and binding until both the Parties hold any shares and/or debentures in ABCXYZ This Agreement shall be terminated on the occurrence of any of the following events (a to d):

13 DRAFT AGREEMENT Page No: 12 (a) (b) This Agreement may be terminated by the unanimous written consent of both the parties to this agreement. Material Breach. This Agreement can be terminated in the manner provided herein by any Shareholder, if the other Shareholder commits a material breach of this Agreement. The share holder who has not committed the breach (Non-Breaching Shareholder) may serve a notice to the breaching share holder. The notice shall specify the material breach allegedly committed by the other share holder; and shall ask for cessation of the breach; and the remedial action to be taken by the Breaching Share holder. If the breach is not cured to the satisfaction of the Non-Breaching share holder within a period of forty-five (45) days following the written notice; the Non-Breaching Shareholder shall be entitled to seek any appropriate remedy for such breach at law or in equity including a termination of this Agreement. Consequences of a Material Breach are given in clause 12.2 below. (c) (d) Merger. The merger or consolidation of the ABCXYZ into or with another company or corporation where such other company or corporation shall be the surviving company or corporation. Dissolution. The dissolution of ABCXYZ Consequences for material breach and remedies: On breach of agreement: (i) the breaching shareholder shall be liable to pay to the non-breaching shareholder, the following: Losses incurred by the non-breaching shareholder directly because of the breach of this agreement. The non-breaching shareholder will give a notice to the breaching shareholder stating the extent of loss and reason why he considers the loss being caused by the breach. If the breaching shareholder agrees with the claims made by the non-breaching shareholder, he shall pay the loss amount within forty-five days to the non-breaching shareholder. (ii) The breaching shareholder cannot transfer his shares to third party unless the nonbreaching shareholder approves of the same in writing. (iii) In case of any differences of opinion or disputes, the matter shall be referred to Arbitrator Termination of this Agreement under this clause shall not affect the respective rights and obligations of the parties hereto that may have accrued prior to termination of this Agreement.

14 DRAFT AGREEMENT Page No: 13 Force Majeure: 1. Definition of Force Majeure Force Majeure means any of the events listed in clauses (i), (ii) & (iii) provided the conditions listed in clauses (a) to (d) below are satisfied: List of events which can be considered as Force Majeure: (i) fire, lightening, earthquake, storm, flood, landslide or other similar natural disaster; (ii) an act of sabotage, riot, an act of Terrorism, (iii) War between Governments, an order by a Competent Court of Law preventing the party from undertaking the specific action as per this agreement. Conditions necessary for considering the event as Force Majeure: (a) The event in each case is beyond reasonable control of the party claiming the benefit of Force Majeure; (b) The event is of such intensity and /or impact that it has practically prevented the concerned party from fulfilling its obligations under this agreement. (c) The party claiming the benefit of Force Majeure has exercised reasonable care and diligence to prevent the occurrence of that event; to fulfil its obligations and to minimise the losses if any due to non-fulfilment of its obligations; (d) The event has not been caused directly or indirectly by or at the instance of the party claiming the benefit of Force Majeure; No other event shall be considered to be Force Majeure. 2 Consequences of Force Majeure There will be no liability for non-performance or inadequate performance of any obligation under this Agreement during the time and to the extent that such performance is wholly or substantially prevented by a Force Majeure, provided the party claiming the benefit of Force Majeure complies with clause 3. 3 Notice of Force Majeure A party that wishes to claim the benefit of clause 2 must: a. as soon as practicable (but in any event within 48 hours), give notice and full details to the other party of: i. the occurrence of Force Majeure; and ii. the extent of its inability to perform any of its obligations under this Agreement and the likely duration of such non-performance; b. use all reasonable endeavours to limit the effects of the Force Majeure; c. give the other party reasonable opportunity and assistance to investigate the cause and effects of the Force Majeure; and d. subject to clause 4, resume performance of its obligations under this Agreement as soon as reasonably possible after the effects of the Force Majeure have ended.

15 DRAFT AGREEMENT Page No: 14 4 Termination If by reason of Force Majeure a party has been unable to perform any material obligation under this Agreement for a period of two months, the other party/parties shall be entitled to terminate this agreement after giving the first party one month's notice in writing; and claim such alternative relief as may be appropriate in the circumstances. III.13 Jurisdiction: The JV Company ABC -XYZ will be incorporated in Mumbai, Maharashtra, India. In case of any dispute or difference of opinion whatsoever arising out of this agreement or out of any matters in pursuance of this agreement; the jurisdiction for all legal matters shall be before the appropriate Court of Law in Maharashtra, India. All proceedings shall be conducted in Maharashtra according to the relevant Indian Law. III.14. Arbitration: 14.1 Scope of Arbitration: Disputes if any, amongst the parties hereto which cannot be resolved mutually, shall be referred to arbitration. Without prejudice to the generality of the above clause, all disputes arising out of interpretation or implementation of this agreement, out of enforcement of conditions of this agreement, shall be referred to arbitration Arbitrator: The arbitrator shall be one person, whose name may be agreed upon by the parties to the dispute. In case of disagreement in selecting an arbitrator, one arbitrator shall be appointed by each of the parties to this Agreement. The arbitrators so appointed shall appoint an additional arbitrator who shall be the chairman of the Board of Arbitrators The proceedings for such arbitration shall be conducted in Maharashtra under the Indian laws by Indian arbitrators The arbitration award shall be final and binding on all parties concerned No suit can be filed in any Court of Law; or referred to any other authority: (i) Without first referring the same for arbitration; (ii) and until the arbitration award is received The arbitrators costs and fees shall be paid by the party who appointed the arbitrator. Costs & fees of the chairman if any, or single arbitrator shall be paid by both the parties to the arbitration equally. III.15 Execution: Both the parties to this agreement confirm that they have studied this document; they agree to all the terms and conditions stated in this agreement; and they have the requisite authority to execute this document.

16 DRAFT AGREEMENT Page No: 15 In witness to the agreement by both the parties to this document and all the terms and conditions contained in this document; both the parties hereto have signed this Agreement on this , 2011 at Mumbai in the presence of two witnesses who have also signed this Agreement in the presence of the parties to this agreement. Parties Executing the Agreement SIGNED AND DELIVERED for ) M/s. ABC By Director Mr.. ) Signature SIGNED AND DELIVERED for M/s. D. M. Corporation Pvt. Ltd By Director Mr... Signature In the presence of Witnesses ) (1) Name :. ) Address: ) ) ) (2) Name :. ) Address: ) ) ) Signature Signature Note:This document has total.pages excluding the Cover page. All the pages have been initialled & the last two pages bear full signatures of the parties to this agreement. Cover page is not signed. This is a draft for consideration. It does not create any rights or obligations for any party whatsoever. There is no effect to this Draft unless & until executed by all the parties to the Agreement.