Sample Business Contracts

Facilities Services Agreement - Wipro Ltd. and Wipro ePeripherals Ltd.

Sponsored Links

                         FACILITIES SERVICES AGREEMENT

                    BY AND BETWEEN:

                    (1)  WIPRO LIMITED

                    (2)  WIPRO EPERIPHERALS LIMITED

                             Dated August 30, 2000

                          FACILITIES SERVICES AGREEMENT

This FACILITIES SERVICES AGREEMENT is entered into on this 30th day of August
2000 by and between:

WIPRO LIMITED, a company incorporated in accordance with the laws of India,
having its registered office at Doddakannelli, Sarjapur Road, Bangalore 560 035
(hereinafter referred to as "WIPRO" which expression shall unless it be
repugnant to the context be deemed to include its successors in title and
permitted assigns) of the First Part; and

WIPRO EPERIPHERALS LIMITED, a company incorporated under the laws of India,
having its registered office at  40/1A Basappa Complex, Lavelle Road,Bangalore
560 001 (hereinafter referred to as "the Company " which expression shall unless
it be repugnant to the context be deemed to include its successors in title and
permitted assigns) of the Second Part.


A.      Wipro is a diversified company having a presence in a number of
        businesses. Wipro, has, inter alia, been carrying on the business of
        manufacture and marketing of computer peripherals through its
        Peripherals Systems Division (PSD).

B.      Wipro has decided to restructure PSD as a separate legal entity to allow
        entrepreneurial talent, to get strategic investment, to facilitate the
        growth of the volume driven product business in the new entity and to
        create value for its shareholders.

C.      Consequent to this, Wipro and the Company has entered into a Business
        Sale and Purchase Agreement dated August 30, 2000 in terms of which the
        PSD of the Company has sold by Wipro to the Company.

D.      In terms of the conditions contained in the Business Sale and Purchase
        Agreement, Wipro agrees to provide certain facilities and services (as
        hereinafter defined) subject to and on the terms and conditions
        contained in this Agreement.

E.      Therefore, the Parties hereto are now entering into this Facilities
        Services Agreement whereby

NOW THEREFORE this Agreement witnesseth as under:

1.      Definitions and Interpretation

1.1     Definitions

        When used in this Agreement (including the recitals), the following
        terms shall have the following meanings:

        "Agreement" shall mean this Facilities Services Agreement.

        "Party" and "Parties" shall refer to WIPRO and the Company individually
        and collectively respectively.

        "Facilities Services" shall mean the facilities and services to provided
        by WIPRO to the Company from time to time as set out in Schedule _1__.

1.2     Interpretation

        Unless otherwise stated or unless the context otherwise requires, in
        this Agreement:

        (a)  Headings are for convenience only and shall not affect its

        (b)  Where a word or phrase is defined, other parts of speech and
             grammatical forms of that word or phrase shall have corresponding

        (c)  References to the Recitals, Clauses, Schedules shall be references
             to the recitals, clauses and schedules of this Agreement.

        (d)  References to the Agreement shall mean and include an appropriate
             reference to the Schedules hereto.

        (e)  References to statutes shall be a reference to the statutory
             enactments, rules and regulations (as modified, amended or re-
             enacted as of the appropriate date) in force.

2.      Engagement:

        The Company hereby agrees to obtain the Facilities and Services from
        WIPRO, and WIPRO hereby agrees to render and provide the Facilities
        Services to the Company subject to and on the terms and conditions set
        forth in this Agreement.

3.      Requirement for Services:

        The parties may mutually agree to amend the scope of Facilities and
        Services to be provided under this Agreement from time to time.

4.      Payments

4.1     WIPRO will be paid by the Company as Fees of an amount which will be
        determined as below:

4.2     WIPRO shall also be paid by the Company all costs, expenses, liabilities
        or claims arising from or as a result of the provision of facilities and
        services by Wipro to the Company.

5.      Term

        This Agreement shall come into force on its execution and shall continue
        to be in force until__________.

6.      No Agency

        The Parties agree that the relationship between WIPRO and the Company
        under this Agreement is that of principal to principal and no agency
        shall be established as a result of this Agreement.

7.      Waiver

        The failure, with or without intent, of any Party to insist upon the
        performance (in strict conformity with the literal requirements) by the
        other Party of any term or stipulation of this Agreement, shall not be
        treated or deemed to constitute a modification of any terms or
        stipulations of this Agreement. Nor shall such failure or election be
        deemed to constitute a waiver of the right of such Party at any time
        whatsoever thereafter to insist upon performance by the other strictly
        in accordance with any terms or provisions hereof.

        All terms, conditions and obligations under this Agreement shall remain
        in full force and effect at all times during the subsistence of this
        Agreement except where otherwise amended or modified by them by mutual
        written agreement.

8.      Entire Agreement and Modifications

        The Parties confirm and acknowledge that this Agreement shall constitute
        the entire agreement between them and shall supersede and override all
        previous communications, either oral or written, between the Parties
        with respect to the subject matter of this Agreement, and no agreement
        or understanding varying or extending the same shall be binding upon any
        Party unless arising out of the specific provisions of this Agreement.

        No amendment, modification or addition to this Agreement shall be
        effective or binding on either of the Parties unless set forth in
        writing and executed by them through their duly authorised
        representatives; and subject to obtaining requisite approval, if any,
        following such execution.

9.      Notices

        All notices, communications and other correspondence required or
        permitted by this Agreement shall be in writing and shall be sent by (a)
        facsimile, with confirmation copy sent by registered first class
        airmail, (b) by personal delivery with acknowledgement of receipt or (c)
        by registered, first class air mail, return receipt requested and
        postage prepaid, to the following address:

        in the case of the Wipro to:   Corporate Vice President - Legal and
                                       Company Secretary
                                       WIPRO Limited
                                       Doddakannelli, Sarjapur Road
                                       Bangalore - 560 035

                              Fax:     91 (80) 844 0051

        in the case of Company to:     Chief Executive Officer
                                       Wipro ePeripherals Limited
                                       40/1A Basappa Complex

                                Fax    2270378

        All such notices, communications and correspondence shall be sent and
        deemed to have been received as follows: (i) if by facsimile, upon
        receipt of the confirmation copy; and (ii) if by personal delivery,
        courier or registered, first class airmail, upon receipt or refusal of
        delivery. A Party may change the address to which notices are to be sent
        by a notice complying herewith to that effect. All notices will be in

10.     Severability

        Should any part of this Agreement be declared illegal or unenforceable,
        the Parties will co-operate in all ways open to them to obtain
        substantially the same result or as much thereof as may be possible,
        including taking appropriate steps to amend, modify or alter this

        If any term or provision of this Agreement shall be hereafter declared
        by a final adjudication of any tribunal or court of competent
        jurisdiction to be illegal, such adjudication shall not alter the
        validity or enforceability of any other term or provision unless the
        terms and provisions declared (by either Party) shall be one expressly
        defined as a condition precedent or as of the essence of this Agreement,
        or comprising an integral part of, or inseparable from the remainder of
        this Agreement.

11.     Governing Law and Arbitration

11.1    This Agreement shall be governed by and construed and enforced in
        accordance with the laws of India.

11.2    Any dispute, controversy or claim arising out of or in relation to this
        Agreement or the breach, termination or invalidity thereof, if the same
        cannot be settled amicably among the Parties concerned, shall be settled
        by final and binding arbitration in accordance with the Rules of
        Conciliation and Arbitration of the International Chamber of Commerce.
        The arbitration proceedings, shall take place at Bangalore in India and
        the proceedings shall be exclusively in English.

11.3    No Party shall be entitled to commence or maintain any action in a court
        of law upon any matter in dispute until such matter shall have been
        submitted to arbitration and determined as provided above, and then only
        for the enforcement of the arbitral award.

11.4    Pending the resolution of a dispute by arbitration, the Parties shall,
        except in the event of termination, continue to perform all their
        obligations under this Agreement without prejudice to a final adjustment
        in accordance with the arbitral award.

11.5    Notwithstanding anything contained herein, the Parties shall have a
        right to institute legal proceedings to prevent any continuing breach of
        the provisions of this Agreement to seek an injunctive or any other
        specific relief.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by and
through their duly authorised representatives as of the date written herein.

SIGNED by Suresh C Senapaty
Corporate Executive VP-Finance                     )
for and on behalf of WIPRO                         )
in the presence of: Satish Menon                   )
Corporate Vice President-Legal & Company Secretary

SIGNED by Ram N Agarwal                            )
for and on behalf of THE COMPANY                   )
in the presence of: G Srinivasan                   )