Technical Training

Example 8-1: Technical assistance by the licensor

During the period of twelve (12) months immediately following the Effective Date the Licensor shall, at the Licensee’s request, procure the attendance from time to time of a qualified representative of the Licensor or its consultant at the premises of the Licensee or at such other places as may be agreed between the parties to give assistance in the start-up and initial manufacture of Licensed Product pursuant to this Agreement. The Licensee shall reimburse the Licensor in respect of traveling (including business class air fare) and accommodation expenses of the representative or consultant for any such attendance, not later than one (1) month from the receipt of the invoice attached with proper documentation (such as receipts, etc evidencing such expenses) from the Licensor after completing such attendance.

Example 8-2: Technical training

1.Licensor agrees to train, at the request of Licensee, Licensee’s trainees (hereinafter referred to as “Trainees”) at Licensor’s plant to obtain with no additional charge such instructions, Information and data as may be necessary for the manufacture of Products by Licensee. The number of Trainees and the time when they shall be sent shall be arranged from time to time with the consent of Licensor.

2.The travelling and living expenses and the insurance of Trainees will be at the charge and under the responsibility of Licensee. This training will be provided by Licensor without additional fee.

Example 8-3: Technical advice and training

1.Licensor agrees to give Licensee technical advice and instruction on the manufacture of Licensed Product by correspondence or through Licensee’s engineers or other personnel dispatched to the Licensor.

2.Licensor agrees to allow Licensee’s personnel to visit the laboratories or other facilities of Licensor for the purpose of study or receiving technical advice or Instruction during the life of this Agreement. The entire costs of visits of Licensee’s personnel to Licensor, including salary, travel, and living expenses, shall be borne by Licensee. The date of such visits shall be mutually determined in due course. Licensee shall bear the direct costs of training by Licensor at the Licensor’s laboratories or other facilities.

3.Licensor agrees to send the Licensor’s technical expert to Licensee for a period not exceeding one (1) month in order to assist the start-up of the first manufacturing process of Licensed Product. Licensor agrees to send the Licensor’s technical expert or other proper personnel of Licensor to the designated place by Licensee during the life of this Agreement, upon request of Licensee and consent of Licensor, in order to assist Licensee pursuant to this Agreement. The entire costs of such visits, including salary, travel and living expenses, shall be borne by Licensee. The date of such visits shall be mutually determined In due course.

Example 8-4: Technical training by Licensor

1.Licensor agrees, upon the request of Licensee, to train Licensee’s technical employees for the manufacturing and formulation of the Licensed Product under the Patents and Know-How by Licensee hereunder at Licensors premises. The number of the technical employees for any one time shall not be more than (…) and the total number of training days shall not be more than (…) man days during the life of this Agreement.

2.In case Licensee dispatches its technical employees to Licensor for the purpose contemplated hereunder, Licensee shall bear any and all costs and expenses Incurred therefore and shall pay to Licensor the technical fees for the period from the arrival to Licensor’s premises to the departure therefrom, and In such case the rate of such training fees shall be agreed upon at the time of dispatch based upon the proposed technical training. In such case Licensee shall adequately insure such employees for all risks and shall hold harmless and Indemnify Licensor from and for any all events caused to or caused by such employees.

Example 8-5: TRAINING

Licensor covenants to provide Licensee training of certain of its personnel at the time the first installation trip by Licensor into the Territory is accomplished, at a fee to be negotiated at the time said installation trip is actually accomplished. In the alternative, Licensee may, upon reasonable notice, obtain training of (…) of its personnel at Licensor’s principal place of business. Travel, lodging, and all related expenses of such training shall be borne by Licensee.