This Contract for Technical Assistance is an international contract necessary for
companies that conduct business in other countries. This contract has been proven
effective in Europe, Mexico and the United States. It contains both standard clauses as
well as opportunities for customization to ensure that the understandings of the parties
are properly set forth. This form is most useful to individuals who conduct business
operations in other countries, especially in Europe, Mexico and the United States.
TECHNICAL ASSISTANCE AGREEMENT
This agreement (the “Agreement”) is entered into as of _______________, by and between
__________________ a corporation organized and existing under the laws of the
____________(hereinafter referred to as “Subsidiary”), and_____________, a corporation
organized and existing under the laws of _______(hereinafter referred to as “Company”).
WHEREAS, Company has a broad experience and a well established reputation in the field of
the manufacture of products for the __________ industry, such as ________________
products,_______________ products, ______________ products, _____________ products, and
____________products (such products hereinafter collectively referred to as the “Products”),
and has the financial and technical capability to perform its obligations herein;
WHEREAS, in order to improve and optimize its manufacturing processes and use the
technical information required for manufacturing the Products, Subsidiary requires the
technical assistance of Company in the terms and conditions set out herein;
NOW, THEREFORE, in consideration of the promises and the mutual covenants herein
contained, the parties hereto execute this Agreement subject to the following:
Section 1. Definitions. As used in this Agreement, the following terms shall have the meanings
set forth below:
“Technical Information” shall mean information comprising know-how, secret processes,
formulae and other technical information and methods of carrying on business, including
business and marketing strategies related to the design, manufacturing, marketing and/or
distribution of the Products, including updates, revisions and improvements thereto.
Section 2. Services. Subject to the terms and conditions of this Agreement, Company hereby
agrees to provide to Subsidiary technical assistance for the non-exclusive manufacture and sale
of the Products. Such technical assistance shall be rendered in the following manner (i) telephone
facsimile or e-mail consultation, and (ii) visits to Subsidiary’s facilities to provide Subsidiary
with training of its personnel.
Section 3. Non-Exclusive Rights. Nothing herein shall limit the rights of Subsidiary to hire or
contract another individual or entity for the rendering of the services hereunder.
Section 4. Obligations of Company. Company hereby covenants and agrees to:
A. Personnel. Company shall comply with its obligations hereunder through qualified personnel
of Company with the training required to render the services hereunder.
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B. Reports. Company shall provide to Subsidiary quarterly written reports on its activities
hereunder, which reports shall include a daily breakdown of the services rendered setting out
the time spent in each different service (the “Quarterly Reports”). The Quarterly Reports
shall be submitted to Subsidiary within the first 3 (three) days of each quarter through the
duration of this Agreement and shall cover the services rendered during the previous quarter.
C. Expenses. Bear all expenses related with the services hereunder, except for expenses previously
approved by Subsidiary, which shall be advanced or reimbursed to Company by Subsidiary.
D. Compliance with Laws. Comply with all legal requirements within the Territory that apply to
Section 5. Obligations of Subsidiary. Subsidiary hereby covenants and agrees to:
A. Information and Assistance. Provide Company with reasonable information and assistance
to permit Company to perform its obligations hereunder.
B. Facilities. Upon request, and in order to comply with its obligations hereunder, Subsidiary shall
provide to Company reasonable office space, equipment and secretarial support at no charge.
Section 6. Representation and Warranties of Company. Company hereby represents and
A. Due Incorporation. Company is a corporation duly organized and existing under the laws of
_______________, and has the corporate power to execute, deliver and perform this Agreement.
B. Authorization, No Default, Legal Effect. The execution, delivery and performance by
Company of this Agreement (i) has been duly authorized by all necessary corporate action,
and does not violate any provision of any applicable legal requirements, or of its by-laws; (ii)
does not and shall not result in the breach of, or constitute a default under, or require any
consent under, any indenture, Agreement, mortgage or any other instrument to which
Company is a party or by which it or any of its properties may be bound or affected; and (iii) shall
constitute, valid, binding and enforceable obligations in accordance with its terms.
C. Technical and Financial Capacity. Company has all of the technical and financial capabilities
and the personnel necessary for the efficient rendering of the services under this Agreement.
D. Appropriateness of Technical Information. Company represents and warrants that the
Technical Information to be provided by Com