Facilities Services Agreement - Wipro Ltd. and Wipro ePeripherals Ltd.
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FACILITIES SERVICES AGREEMENT
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BY AND BETWEEN:
(1) WIPRO LIMITED
(2) WIPRO EPERIPHERALS LIMITED
Dated August 30, 2000
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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.
WHEREAS
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.
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"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
interpretation.
(b) Where a word or phrase is defined, other parts of speech and
grammatical forms of that word or phrase shall have corresponding
meanings.
(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__________.
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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
Bangalore
Fax 2270378
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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
English.
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
Agreement.
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.
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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 )