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FsEqqqiC,€rtificate No. '
Certificate lssued Date
Account Reference
Unique Doc. Reference
Purchased by
Description ol Documenl
Property Description
Consideration Price (Rs.)
First Party
Second Party
Stamp Duty Paid By
Stamp Duty Amount(Rs.)
INDIA NON JUDICIAL
Government of Uttarakhand
e-Stamp
lN-UK0479,/$31 249223R
19-Feb-2019 04:27 PM
NONACC (SV)/ uk1226404/ ROORKEE/ UK-HD
suBf N-uKUK1 2264041 1 33335?5277 37R
Prof M Parida Dean SRIC llT Roorkee
Article 5 Agreement or Memorandum of an agreement
na
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Prof M Parida Dean SRIC llT Roorkee
NA
Prof M Parida Dean SRIC llT Boorkee
100(One Hundred only)
Please write ortype below this line" -" ---
This Agreement is made on 22nd February, 2019 AMONGST the President of lndia
acting through S6cretary, Department of Chemicals and Petrochemicals. Ministry of
Chemicals & Fertilizers Government of lndia. having its office at Shastri Bhawan, Dr.
Rajendra Prasad Road, New Delhi - 110 001 hereinafter called "DCPC" (which
expression shall wherever the context so admits include its successors and
assignees) of the First Part
AND
lndian lnstitute of Technology Roorkee, Roorkee 247667 Uttarakhand engaged
in research and developmenUcommercialization thereof hereinafter caStatutory Alort
ed oE"
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eitamt, clxn . Aly ciscrcPan{ry in the
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(which expression shall wherever the context so admits include its successors andpermitted assignees) of the Second part.
The CoE Project will have, rnter alia, the following basic elements.
a) To focus on a specific area as identified in the national policy and create a
competency centre for developmental activity in the identified areas.
b) To establish a sound new institutional base for executing theprogrammes/projects by strengthening the existing infrastructure.
c) To carryout R&D, Product & Process Development, process equipment
selection, testing facility, training for industry
d) To upgrade the Centre's technical capacity and information architecture.
e) To support creative and innovative proposals in terms of functions and
facilities.
f) To disseminate the results of the R&D and other activities through filling ofpatents, transforming the research proposal into a business proposal to pick,
invest and commercialize,
S) Create skilled manpower competent to provide technical consultancy and
facilitate sTART-uP entrepreneurs, keeping in view the larger interests of the
soctety.
h) To develop association between academia and ind ustry for the beneflt of the
Petrochemical sector.
WHEREAS DCPC operates a scheme entitled "setting up of centres of Excellence
in the field of Petrochemicals" (hereinafter called "coE") to support existing
educational and research institutions which are currently involved in research and
development activities in the field of polymers and are involved in providing service
to the industry. coE so set up must emerge as an internationally recognized coE forthe analysis and dissemination of existing global knowledge in the chosen field,
provide authoritative, strategic and timely information to organizations and
companies to use in the development and implementation of their projects /programmes, while engaging in future path-breaking R & D efforts, thereby attracting
excellent researchers and developers and earning a reputation as a significant
resource for the progress of science and technology and the spread of innovation in
the field of polymers. lnformation on the IPR should be in the public domain.
Mx--
OutcomeS
CoEs will help in development of new products, newer applications, innovation and
improvement of technology, process innovation, quality, environmentally sustainable
development, etc. The CoEs will also help in building brand image for lndia in
exports. lnstitutions through this project will interact and pass on their research
findings, expertise etc. to the industry for modernization of the petrochemical
industry, both upstream and downstream. The creation of CoEs will also serve the
purpose of having a "low-coslhigh-returns' intervention by the Government.
AND WHEREAS the lnstitute have conceived a project entitled "Process
Development and Wastewater Management in Petrochemical lndustries"
submitted .a proposal- under Scheme for setting up of Centres of Excellence for
financial assistance (hereinafter called "the Project") which has been scrutinized and
modified wherever necessary by the Expert Panel (EP) constituted by DCPC for the
specific purpose and all the parties to this Agreement have accepted the
modifications in the Project.
AND WHEREAS DCPC has approved the Project under CoE Scheme and
agreed to provide support in the form of financial assistance to the extent stated
below on the terms and conditions contained hereinafter in this Agreement.
The funding of CoE will be in the form of nonrecurring expenditure will be paid from
this scheme. The percentage of financial support required from the GOI out of the
total investmenucosts_of the project will be a maximum of 50%, subject to an upper
limit of Rs.S crore over a period of two years. The rest of the amount will have to be
met from the resources of the applicant institute and its Partners.
The support under the scheme may include the following areas with amounts as
earmarked to each under the CoE scheme:
. Laboratory Equipment
. PlanUMachinery
. Support to Research staffs (JRF, SRF, RA-till the projecUperiod)
. Research Literature and Consumables
. Organizing Workshops/Conferences/Seminars in the relevant area.
o Filling of patents
WHEREAS the above mentioned lnstitution/s have agreed to enter into a legal
agreement with DCPC for undertaking the Project on the terms and conditions
referred to above.
WHERERAS DCPC will disburse the fund and monitor the physical and financial
progress of the Project through the Expert Panel on quarterly basis
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Now, therefore, in consideration of DCPC agreeing to provide financial assistance for
the Project under the scheme of setting up of centres of Excellence the parties
hereto agree as follows:
1. (a) DEFINITIONS
That unless the context otherwise requires, for the purposes of this agreement the
following words shall mean as under.
l. "Agreement" means this agreement together with the annexure which form
part of this agreement.
ll " EP" means Expert Panel Constituted by DCPC.
lll. "Project" means the project as approved by DCpC for providing financral
assistance under COE Scheme. A copy of the Project document is annexed
at Annexure 1.
(b) Annexure to this Agreement shall be integral part of this Agreement and in
case of any conflict between the provisions of the Agreement and the Annexure 1,
the provisions of the Annexure 1 shall prevail being specific to the goals of the
Project.
2. RESPONSIBILITIES OF INSTITUTES
(a) That the lnstitution shall:
l. carry out the activities of the Project as outlined in the project document,
including the amendments effected thereto, and conform to the specified
outputs, milestones, minimum work programmes and targets,
ll. meet the expenditure on the Project activities to the extent as agreed to,
through own so_urces, as per details given in Annexure;
lll. submit statement(s) of accounts and utilization certificate(s) of the funds of the
Project for the after every quarter, in the format provided by DCpC for scrutiny
and onward submission and evaluation by EP on the progress of the project
and also submit an audited statement of accounts along with utilization
certificate for each financial year to DCPC within 6 months of closure of each
financial year:
lV. provide periodic inputs on technical and market intelligence as well as
comparative analysis of technologies to DCPC:
V. in case the Project is made of interlinked and interdependent activities. each
partner shall act in unison with the other partners, in a coordinated manner
,I$.{r-
and take necessary steps, to simplify the system for facilitating the project
completion;
Vl. permit the DCPC Expert Panel access to the premises, al all times, where
the Project activity is being/shall be carried out and provide all information and
produce or make available the concerned records for inspection and
monitoring of the Project activity, required by the DCPC I Ep;
Vll utilize the funds sanctioned by DCPC for the Project only for the purposes as
specified in the Project:
Vlll. abide by the dJcision of DCPC, based on assessment of the progress in the
Project by EP, to modify the objectives, outputs, milestones, targets, funding,
lntellectual Property Right (lPR) sharing, premia and/or royalty as also the
foreclosure of the Project or any of ats components;
lX ensure and warrant that the lnstitute(s) shall not enter into any agreement or
arrangement, without written approval of DCPC, on an identical prolect with
any other party, national or international for the project duration and one year
thereafter: and
X. acknowleilge the assistance of DCPC while publishing in any manner the
detarls of the project, its progress or its success, subject to provisions of sub
clause (v) of clause 5 below
Xl. assist wherever necessary, the other partners in the Project with the
requested technical inputs/ facilities to accomplish the objectives of the
Project:
Xll. in case the Project is made of interlinked and interdependent activities, each
institution shall endeavour, to simplify the system for facilitating the Project
completion;
Xlll. accord due recognition and credit to the project staff in their performance
evaluation/ assessments for the work done/ for the Project;
(b) The lnstitution, lndian lnstitute of Technology Roorkee, shall acknowledge and
agree that.
a. The duties, responsibilities and functions assigned or entrusted to a particular
lnstitute's as specified in the Project document shall be deemed to be the role.
duties and responsibilities assigned and entrusted under this Agreement and
any delay, failure or default in performance of any participating lnstitute's
regarding its/therr duties as specrfied in the Project document shall be
deemed to be a default under this Agreement.
)
b the lnstitute shall at all times indemnify and keep indemnified DCPC against
any. claims or _suites in respect of any losses, damages or compensation
payable in consequences of any accident, death or injury sustained by its/their
(lnstitutes') employees or by any other third Party resulting from or by any act,
omission or operation conducted by or on behalf of lnstitute/s;
the lnstitute shall at all times indemnify and keep indemnified DCPC against
all claims/damages etc. by any infringement of any lntellectual Property
Rights (lPR) while doing its responsibilities/work under the Project and this
Agreement;
the lnstitute shall notify DCPC of any material change in their status and/or
shareholding, in particular where such change would impact on performance
of obligations under the Project and this Agreement; and
the lnstitute agree and acknowledge that the time for completion of prolect. as
selforth in this Agreement, is the essence of the Contract and lnstitute/s shall
accordingly undertake the Performance of Work hereunder with the objective
of achieving the project implementation and completion within the time
schedule selforth in Project document at Annexure 1.
the institute shall furnish every six months detailed statement of physical &
frnancial progress inter-alia, Progress reports indicating inter-alia the date of
commencement of project, location, name of the team leader, list of
equipment's purchased and amount of their cost met out of Gol
granUlnstitute's grant, plant machinery purchased, names and number of
scholars engaged, research activities undertaken, number of patents filed/
registered. lncome derived to CoE from the patents, name and number of
research papers filed in which journal, number of consultancies involving
dissemination of knowledge to industries, earning from the consultancies.
Other dissemination activities. Other expenditure out of Gol grant item wise,
before each request for further grant along with UC for previous grants both in
physical copy and copy of upload in the PFMS.
After the implementation of the scheme, each centre shall continue to report
quarterly . to the Department of Chemicals and Petrochemicals the
achievements in respect of their centers to enable documenting the success
stories as well as its shortcomings for continued improvement and learning.
It will be ready to subject itself to midterm and post implementation
evaluation of the outcome of the project.
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3. FINANCIAL ARRANGEMENTS
That the financial arrangements under this Agreement shall provide:
l. That the total estimated cost of the Project as mutually agreed shall be Rs.
13.16 Croie.
ll. The detailed year wise and head wise breakup of the financial support by
DCPC and agreed contribution by institute (s) shall be as given in Annexure.
All financial assistance by DCPC will be made only after satisfying that the
matching contributions have also been made available. The first instalment of
financial assistance shall be released to the lnstitutes after signing of the
Agreement within three months. Further release of funds shall be subject to
utilization of the matching contribution made by the institute corresponding to
the earlier financial assistance provided by DCPC: completion of work
programmes and satisfactory progress against the milestones specified in the
Project as determined by DCPC, as per recommendation of EP and on
submission of statement of accounts/ audited statement of accounts and
utilization certificates as provided for in sub clause (a) (iv) of clause 2;
lll. The lnstitute/s shall ensure that the funds of the Project are actually utilized
only for the Project as expressly provided in this Agreement. Re-appropriation
of funds from one budget head to another shall not be effected by the
lnstitute/s without the specific written approval of DCPC, communicated
directly by DCPC. The institute will furnish a list of equipment's purchased,
details of fellowship/ salary distributed with full details and names of the
recipient.
a. Thg institute shall provide details to DCPC about the number of patehts
filed (if any), and also the income earned through transfer of
, technology.
lV. The lnstitute shall immediately refund any funds out of grant-in-aid disbursed
to them for the Project remaining unutilized with it on foreclosure / termination
/completion of the Project to DCPC along with detailed accounts of funds
received. utilized and unutilized balance returned. These provisions shall
apply, mutatis mutandis, to any component of the Project decided to be
foreclosed. ln case the termination of the Project is by any of the parties other
than DCPC. the same will be in terms of provision of sub clause (iii) & (iv) of
clause
V. After .oril"tion of the Project the capital assets acquired through the Project
by institution/s through their own contribution and the capital assets acq7
uired
r{-'4_
through financial assistance, if any, sanctioned by DCPC shall remain the
property of institute/s; and
Vl. The provision of loan andior financial assistance to lnstitute/s does not create
any liability, explicit or implicit, on DCPC in respect of the manpower engaged
in the Project.
Vll. The institute should make sure that the CoE ls keeps on continuing even after
the assistance from DCPC gets over and subsequently develops in a world
class centre. The institute should also ensure the CoE and the technology
developed should be made available to the public.
8
4. EXPERT PANEL
An Expert Panel (EP) will be appointed by DCPC to monitor achievements of
the defined objective(s) of the Project and shall act as an observer and facilitator.
The functions of the EP shall be.
a. To monitor the progress of the Project in conformity with the milestones,
targets and objectives as contained in the Agreement.
b. To keep track of funding from any other source to the implementing party/ies
for this particular pro1ect.
c. To assess the global developments impacting the domain of the Project
d. Basbd on the foregoing, to assess and suggest:
i. closing or dropping or modifying any of the components of the Project,
within the overall approved objectives, budget and timeframe
ii. inclusion of additional institutional partner(s), in the overall interest of
the Project, and
iii. revision of the funding support to any/or all implementing parties.
e To advise on issues related to publications and secunng of 1PR individually or
severally by the implementing parties: and
f. To advise'on any other matter as referred to it by DCPC and / or otherwrse
reasonably necessary for effective discharge of its duties and / or
achievement of aims and objectives of COE Scheme.
g. To assess the progress made in establishing the CoE and recommend the
quantum of Gol grants instalment to be released on request of CoE based on
progress achieved in accordance with the guidelines.
Note: The expenses related with the visit of the Expert Panel will be borne by
the institution from the project funds.
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9
5. RESULTS OF'THE PROJECT
L The deliverables from the Project are defined and included in the Project at
Annexure. lt isthe responsibility of the lnstitute/s individual parties to protect
any intellectual property rights that may result from the Project. The
concerned parties shall bear expenditure involved in prolecting such
intellectual property. The question of whether or not lPRs should be secured
and the territory where the lPRs are to be secured shall be decided by the
involved lnstitute(s) in consultation among themselves. Any disagreement in
this regard shall be resolved by DCPC in consultation with such involved
lnstitute(s) and the decision of DCPC shall be final. DCPC may facilitate in
fulfilling the procedural formalities for securing and maintaining the intellectual
property rights/patents.
ll. Parties who have contributed for generation of the intellectual property, if any,
generated in the Project shall own the intellectual property. The lnstitute(s)
shall utilize the intellectual property for commercial exploitation within one
year from the date of patent or two years from the dale of completion of the
Project, whichever is earlier. ln the event of its/their failure to do so, the IPR
shall be assigned to DCPC by the lnstitute's. DCPC, in turn, shall have the
right to license it to any other party/ies on terms and conditions as it deems fit
and lndustry/les (institute's) shall provide all necessary assistance in transfer
of the technology to the other party/les. The sharing of proceeds among
different parties shall be decided on mutually agreed terms and conditions.
Any dispute arising out in sharing of proceeds shall be sorted out amicably
through discussions facilitated by DCPC.
lll. No party can assign or transfer their IPR/ knowledge generated from the
Project to any third party directly or indirectly without specific written consent
from all the other parties and DCPC.
lV. Any publication in journals, presentation in seminars in respect of the Project
is prohibited until such publication/presentation is first reviewed from the point
of protection of IPR by EP and then cleared by EP/DCPC and a written
permission is issued by DCPC. These publications shall be in the name of the
concerned research workers and the fact that the work has been carried out
under the COE scheme with support from DCPC shall be duly acknowledged.
V. None of the p-arties here shall have any right to file any exclusive claim
independently, directly or indirectly through any party whosoever. for seeking
intellectual property rights in its own name or in the name of its associates
l.il_
6. PROJECT DURATION
The Project duration shall be 2 (Two) years up to 2019-20 (on part of DCpC)
which will 'be
effected only after signing of this Agreement by all the participating
parties. The grants-in-aid under the prolect will only be released/disbursed till March,
2020.The lnstitute (lndian lnstitute of Technology Roorkee) will be responsible of for
competition of the project within said duration of three years, as approved by the
Project Sanctioning Committee (PSC). lt shall be the endeavour of all parties to
complete the Project within the stipulated period, as provided by them in their
proposals.
7. COMPLETION
The Project envisaged shall be deemed to have been successfully
completed'as assessed by EP' DCPC. ln case, during the tenure of the Project. lt is
found that the Project or any Project component is not likely to lead to successful
completion, EP of DCPC may decide to foreclose the Project or the Project
component as warranted. The decision of DCPC shall be final in all respects for all
the parties. However, if the participating lnstitution's shall like to continue the project
at its/their own cost, iVthey shall be able to do so without restrictions from DCPC
after complying with the provisions of sub clause (iv) of clause 3.
8. CONFIDENTIALITY
l. During the tenure of the Agreement and during such extended period(s) lf
any, as agree upon, and for one year after the completion of the Project or
commercialization of the technology so developed, whichever is later. All the
parties, undertake to maintain strict confidentiality and refrain from disclosure
thereof, of all or any part of the information and data exchanged/generated
from the Project under this Agreement for any purpose other than in
accordance with this Agreement. lt shall be the responsibility of all the parties
to ensure maintenance of such confidentiality in respect of their behalf and on
behalf of their employees, representatives and associates involved in the
Project.
l0
upon the intellectual property generated in the Project unless it can be
demonstrated on the basis of acceptable documents that it has been outside
of the Project.
l,(^l-
ll. The parties shall nol have any obligation of confidentiality with respect to any
information that
a) is in the public domarn by use and/or publication at the time of itsdisclosure by the disclosing party: or
b) was already in possession of the recipient party prior to receipt from
the disclosing party: or
c) is properly obtained by the recipient from a third party with a valid right
to disclose such information and such third party is not under
confidentiality obligation to the disclosing party; or
d) was disclosed to any third party on a non-confidentia I basis prior to
commencement of the Project; or
e) was developed by the receiver, as disclosed by acceptable written
record with him, independently of the disclosure of information by the
disclosing party; or
f) is required by public authority by law or decree.
(iii) Any and all information document received by either party from the other
upon request shall be promptly returned, however. The parties involved in the
Project may retain one copy of such rnformation in their confidential files,
solely for record purposes.
9. EFFECTIVE OATE-TENURE AND TERMINATION OF THE AGREEMENT
(i) The Agreement shall be effective from the date of its signing by both the
Parties (if the Agreement is signed through circulation by Post. the date on
which DCPC signs the Agreement shall be considered as effective). The
Agreement shall be valid for 2 (two) years up to 2019-20 unless it attracted
the provisions of clause 7. lt can be extended if agreed to by all the parties.
The Letter of lntent to this effect shall be issued by DCPC
(ii) The Agreement duly signed by all the partners shall remain in the custody of
DCPC an( a copy of the Agreement duly authenticated by DCPC shall be
provided to each Party.
l. The lnstitutes may, before the completion of the Project, terminate this
Agreement by giving three months notice in writing to other Parties.
DCPC may also terminate the Agreement by written notice to any party
or all parties committing breach of any term of this Agreement and
either not rectifying it to the satisfaction of DCPC or not satisfying
DCPC about its inevitability within a specified periodlt
il ln the event of termination of the Agreement vide above subclause
(iii).of clause 9, no further disbursement shall be made by DCPC and
the lnstitutes shall be liable to return immediately the amount of
financial assistance already availed with simple interesl @ 12% per
annum within 30 days of termanation of this Agreement. ln case of
failure to repay, without prejudice to any other mode of recovery, the
total amount shall be recovered as arrears of land revenue.
(v) Provisions of clause 5 of this Agreement as also any other
agreement arrived at between the parties hereto for the utilization of
the intellectual property shall survive the termination of the Agreement.
Any failure or delay on the part of DCPC to exercise the right or power
under the Agreement shall not operate as waiver thereof.
ilt
IV
10. FORCE MAJEURE (Natural Disaster)
The Parties shall not be held responsible for non-fulfilment of their respective
obligations in successful completion of the Project under this Agreement due to the
exigency of one or more of the force majeure events such as but not limited to acts
of God, War, Flood, Earthquakes, Strikes not confined to the premises of the party,
Lockouts beyond the control of the party claiming force majeure, Epidemics, Riots,
Civil Commotions etc. lying beyond the reasonable control of and not brought about
at the instance of the Party claiming to be affected by such event and which has
caused the non-performance or delay in performance; provided on the occurrence
and cessation of any such event the party affected thereby shall give a notice in
writing to the other party within one month of such occurrence or cessation. lf the
force majeure conditiols continue beyond six months, the parties shall jointly decide
about the future course of action on the Project. The validity of the claim of force
majeure by the lndustry ties or lnstitutes shall be determined by DCPC after due
enquiry and the decision of DCPC in this regard shall be final.
1,I. AMENDMENTS TO THE AGREEMENT
No amendment or modification of this Agreement shall be valid unless the
same is made in writing by all the parties or their authorized representatives and
specifically stating the same to be an amendment of this Agreement. The
modifications I changes shall be effective from the date on which they are made /
executed unless otherwise agreed to. However, if any amendment I modification
need to be carried out between the parties and the said amendment / modifit2
c ton
does not in any way affect the rights 1 obligations of the other parties then such
document be signed between those parties to whom amendment / modification
applies
ln case the recommendations of the EP for inclusion of additional institutional
partners as per the sub clause (iv) (b) of clause 4 are approved by DCpC a separate
agreement shall be signed between DCPC and the new institutional partner along
with all other Parties. The said agreement after signing shall be appended to this
Agreement.
12. ASSIGNMENT OF THE AGREEMENT
The rights or/and liabilities arising to any party under this Agreement shall not
be assigned except with the written consent of all the other parties including DCpC
and subject to such terms and conditions as may be agreed upon between the
involved parties and approval by DCPC.
13. NOTICES AND JURISDICTION
All notices and other communications required to be served on a party
including for violation of the terms of this Agreement shall be considered to be duly
served if the same shall have been delivered by hand or posted by registered mail to
the party at its address as below.
Name, designation and complete address including PIN code of Head(s) of the
lnstitution(s)
Similarly, any notice to be given to DCPC shall be considered as duly served if the
same shall have been delivered to, left with or posted by registered mail to DCpC at
its address in New Delhi as below:
The Secretary
Department of Chemicals & Petrochemicals,
Shastri Bhawan,
Dean SRIC (Sponsored Research & lndustrial Consultancy)
lndian lnstitute of Technology Roorkee
Roorkee 247667 Uttarakhand
ti
Dr. Rajendra Prasad Road
New Delhi -110 001
(i) Subject to the provisions of clause 16 hereof, the Courts at New Delhi shall
have exclusive jurisdiction in all matters concerning this Agreement including
any matter arising out of the arbitration proceedings or any award made
therein.
14. NON COMPETITION
All the Parties agree not to compete with the other party by using any of the other
party's intellectual property and/or confidential information, whether the Agreement
exists or not.
15. NOJOINTVENTURE
Nothing contained in this Agreement will be construed as creating a joint venture,
agency, partnership or employment relationship between the parties hereto, nor will
either party have the right, power or authority to create any obligation or duty,
express or implied, on behalf of any other party/ies. The use of the word ,'partner,' is
made in a generic sense without intending any partnership or similar relation.
,I6. ARBITRATION
ln the event of any dispute or difference between the Parties hereto upon or in
relation to or in connection with this Agreement, such dispute or difference shall be
resolved amicably by mutual consultation or through the good offices of the
Secretary, DCPC. lf such resolution is not possible, then, the unresolved dispute or
difference shall be referred to arbitration by an arbitrator to be nominated by
Secretary, Department of Legal Affairs ("Law Secretary"). The Arbitration and
Conciliation Act, 1996 (No.26 of 1996) shall be applicable to the arbitration under
this clause_ The costs of arbitration shall be in the discretion of the arbitrator. The
venue of arbitration shall be in New Delhi.
The provision of this clause shall not become inoperative notwithstanding the
Agreement expiring or ceasing to exist or being terminated or revoked.
17. GOVERNING.LAW
This Agreement shall be governed and interpreted in accordance with the laws of
India.
\rLr
lN wlrNESS wHEREoF the parties hereto through its duly authorized
- representatives have signed this Agreement on the day, month and year mentioned
hereinbefore.
Parties
For and on behalf of
the Presi nt of ln a
a ignature \:, \q_
Name N. MoYrf, rr (*OA^*rrO,
'"";n"*,ffi,ffiffi^'" rroch,lnhtt
. r Odni
Wilnesses .\ ,/-.
r son"tu,$a'F{*'Name Souiln ftr-J.
For and on behalf of the lndian
lnstitute of Technology Roorkee
Signature
Name: Prof . Manoranja
Designation: Dear S
SealRooiGc'247 66?, t ttalakhil' -
qfraParida
Dean
Address Dc Pc-
2. Signature
Name NthR r)'t
'r 9"bl ..1*
Witnesses
'l . Signature
Name
2. Signature
Name
Address
7./ grcurf silntAddress Wt LUI'fu+tt fct^o,;"a
?#_, t.t.T. k,l;
"r/'Address Dcpc Qx,,t. v.c. E$-,,4-
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Government of Uttarakhand
e-Stamp
s.stsqqiCertificate No.
Certificate lssued Date
Account Reference _
Unique Doc. Reference
Purchased by
Description ol Documenl
Property Description
Consideration Price (Rs.)
lN-uK04794695188539R
19-Feb-2019 04:25 PM
NONACC (SV)/ uk1226404/ ROORKEE/ UK-HD
suBlN-uKUK1 2264041 1 3331 98794641 R
Pro, [,4 Parida Dean SRIC llT Roorkee
Article 5 Agreement or Memorandum of an agreement
na
0(Zeto)
Prof M Parida Dean SRIC llT Roorkee
NA
Prof M Parida Dean SRIC llT Roorkee
100(One Hundred only)
- -. - - - - -. Please write or type below this line" - - - - - - -' - "' - - - - "
TRUST AND RETENTION ACCOUNT AGREEMENT
TRUST AND RETENTION ACCOUNT AGREEMENT, dated this 22 Day of
February, 2019 executed at Roorkee by and among:
(1) lndian lnstitute of Technology Roorkee, an central government
institute referred to as the "lnstitute", whtch expression shall, unless
repugnant to the context, be deemed to include its successors and
Slatulo/y Aled.-r"r n-'.1 .r...f1' ''.'. , ''".LJsAL,' "' '" "' ' .t''l...- .DL,n' {a..\^ds.s:14,. J'1.u.d.
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INDIA NON JUDICIAL
First Party
Second Party
Stamp Duty Paid By
Stamp Duty Amount(Rs.)
Permitted"i,?Jf-
(2) State Bank of lndia, a body corporate constituted under the State
Bank of lndia Act 1955 having its Local Head Office at New Delhi and
inter Alia a branch office at Roorkee (hereinafter referred to as "Trust
and Retention Account Agent", wherever the context requires, which
expression shall unless it be repugnant to the subject or context
thereof, include its successors and assigns);
(The lnstitute and the Trust and Retention Account Agent are collectively
referred to as the "Parties" and severally referred to as the "Party").
WHEREAS:
(1) The lnstitute has undertaken to set up a Centre of Excellence at its
campus situated at the Department of Chemical Engineering.
The Centre of Excellence is being set up to attract excellent
researchers and developers. Earning a reputation as a significant
resource for the progress of science & technology and spread of
innovation in the field of polymers as proposed in the Centre of
Excellence scheme in accordance with Financing Plan detailed in
Schedule I (hereinafter referred to as the "Centre of Excellence" or
"CoE");
ln order to seek release of Grant sanctioned to the lnstitute by the
Department of Chemicals and Petrochemicals (DCPC) under the
'Scheme for Setting up of Centres of Excellence in the field of
Petrochemidals' and implement the Project, the lnstitute has to open a
Trust and Retention Account with the Trust and Retention Account
Agent. ln this connection State Bank of lndia has agreed to be
appointed and act as the "Trust and Retention Account Agent";
(2)
(3)
NOW, THEREFORE, in consideration of the premises contained and for other
good and valuable consideration, the receipt and adequacy of which is
acknowledged, the Parties hereto agree as follows.
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Sponsoled Research & IndustialColndiar lnstttute olTectlnoloE; ft!
Rootore247667 {tNOtA)
sEcTtoN I
DEFINITIONS AND INTERPRETATION
'1.1. Definitions
Unless the context otherwise requires, the following terms shall have the
following meanings.
"Agreement" means this agreement as modified or amended, from time to
time, in accordance with the terms set out herein.
"Agent" means the Trust and Retention Account Agent
"Applicable Law" means all laws, rules, regulations, statutes and treaties in
force and effect as of the date hereof and which may be promulgated or
brought into force and effect hereinafter in lndia, including judgments,
decrees, injunctions, writs or orders of any court of record, as may be in force
and effect during the subsistence of this Agreement which the Borrower is
required to comply with for the proper conduct of its business and
maintenance of its assets or properties, including implementation of the
Project.
"Approved Budget" means the budget for the relevant year starting on 1st
April and ending on 31st March of the succeeding year or part thereof
including the variations and or modifications duly approved by Board of the
lnstitute from time to time during that relevant year.
"Board" means the board of directors of the lnstitute as constituted from time
to time.
"Businbss Day" means a day on which banks are open for business in the
State where the Project is located.
"Effective Date" means the date on which this Agreement is executed.
"Equity Documents" means collectively the documents evidencing
subscription/commitment to subscribe to lnstitute's equity/preference capital
and includes documents relating to the funds in any other form committed by
Sponsors/Subscribers as per the Financing Plan
"Fees" means the fees/charges and deposits payable to the lnstitute by the
Sponsors/Su6scribers/Lessee/s, Licensee/s in accordance with the Lease
Deed or Leave and License Agreement, as the case may be.
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Soonsorcd Rescarch & lndustnal Consull
lndlan lnstltute of Technol0gl Ko0rhr
RmE!e247667 (NDlAl
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"Financial Officer" means either the Managing Director/Director of the
lnstitute or nominee of the lnstitute duly authorised in each case by the Board
of Directors of the lnstitute to provide instructions/certificates hereunder.
"Financial Close" means the date on which the Financing Documents,
Security Documents and the Equity Documents in respect of debt and equity
envisaged in the Financing Plan have been executed.
"Financing Documents" means collectively common loan agreemenUloan
agreements, the inter-se agreement, undertakings, the documents evidencing
Lenders' commitment to finance the debt component envisaged in the
Financing Plan and includes documents relating to any refinancing /restructuring of such debt entered into by the lnstitute with prior approval of
the Lenders
"Financing Plan" means the means of finance for the Project Cost as set out
in Schedule I of this Agreement.
"Grant" means grants received / receivable by the lnstitute from the
Government of lndia or State Government or any Government agency as
envisaged under tlie Financing Plan.
"lnsurance Contracts" mean the insurance contracts and policies required to
be entered into pursuant to the Project Documents.
"Lease Agreement" or "Lease Deed" means the agreement/deed to be
entered into between the lnstitute and the Subscriber by virtue of which the
Subscriber acquires the rights to use the out detailed in such agreement.
"Leave and License Agreement" means the agreement to be entered into
between the lnstitute and the Subscriber by virtue of which the Subscriber
acquires the license to use the outpuuoutcome of the research work.
"Monitoring Agent" means the monitoring agent to be appointed as such by
the Lenders underthe Financing Documents.
"Party" means a party to this Agreement. The word "Parties" shall be
construed accordingly.
"Period of Agreement" means Agreement shall commence on the date of its
execution by the parties and shall remain in force for a period of two years or
completion of the project whichever is later; thereafter the Agreement shall be
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tdeemed terminated by lapsing.
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"Person" means any individual, corporation, a partnership, association or
trust, a limited institute, a body corporate, bank or financial institution or any
other entity or organisation, including any government or political subdivision
or any agency or instrumentality thereof or any other body, whether
incorporated or not.
"CoE" or "Centre of Excellence" means the CoE to be developed by the
lnstitute at their campus situated at location Department of Chemical
Engineering. providing facilities to the development of CoE as per the
scheme guidelines.
"Project Cost" means the aggregate delivered cost for implementation of the
Project, which shall not exceed Rs. 1316 Lacs as per the Financing Plan.
"Rupees" or the abbreviation "Rs" means the laMul currency of the Republic
of lndia.
"Security Documents" means the indenture of mortgage, indenture of
pledge, guarantees, undertakings, deeds, writings, agreements and other
docum6nts, which create or confer a security interest over some or all of the
Project Assets
"Trust and Retention Account" means the trust and retention account / sub-
accounts to be opened by the lnstitute with the Trust and Retention Account
Agent in accordance with this Agreement into which the Fees levied by the
lnstitute under the Lease Agreement / Leave and License Agreement and
other revenues of the Project shall be deposited and includes all cash inflows
mentioned in clause 4.1 (iii).
"Trust and Retention Account Agent" or "Agent" shall mean State Bank of
lndia, or any replacement there for appointed by the lnstitute.
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"Half Year" means each 6 (six) month period commencing on April 1 or
October 1.
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SDonsorcd Research & lndusldalCor
lndian lnslitute o( Techn0loel' fl tRookee247667 (lNDlA)
'i.2. lnterpretation
ln this Agreement, unless the context otherwise requires:
(i) words in the singular shall include words in the plural and words in the
plural shall include the singular;
(ii) the headings and sub-headings used in this Agreement are inserted
only for reference to the provisions hereof and shall not affect the
construction of such provisions,
(iii) references to an Article, Section, Clause or Schedule herein shall be a
reference to an Article, Section, Clause or Schedule of this
Agreement;
(iv) references to word "includes" or "including" are to be construed without
limitatiirn;
(v) references to a "party" to this Agreement or a Person shall include their
respective -'successors, assigns or transferees (to the extent
assignment or transfer is permitted under this Agreement);
(vi) all capitalized terms used in this Agreement (including the Recitals
hereof) with reference to or in the context of any particular Transaction
Document but not defined herein shall bear the same meaning
assigned thereto in the relevant Transaction document;
(vii) all references to agreements, documents or other instruments shall
(subject to all relevant approvals) be a reference to that agreement,
docurnent or instrument as amended, supplemented, substituted,
novated or assigned from time to time;
(viii) reference to any law, statute or rules shall include references to such
law, statute or rules as the same may after the Agreement Date be
amended, supplemented or re-enacted from time to time;
(ix) a reference to a "party" is to a party to this Agreement and a reference
to the "parties" is, unless the context otheruise requires, a reference to
the parties to this Agreement.
(x) headings and the use of bold typeface are for ease of reference only
and shall not affect the meaning or interpretation of the provisions of
this Agreement;
6
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Sponsond Research & tndustrl.tColndia[ lnstitute of Techrclog]' R c
Rqokso-247667 lillDirr
(xi) the words "herein", "hereof', and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision; and
(xii) when any number of days is prescribed in any document, the same
shall be reckoned exclusive of the first and inclusive of the last day
unless the last day does not fall on a Business Day, in which case the
last day shall be the next succeeding day which is a Business Day.
SECTION II
APPOINTMENT OF TRUST AND RETENTION ACCOUNT AGENT ETC
2.1 . The lnstitute hereby appoints State Bank of lndia as the Trust and
Retention Account Agent.
2.2. The Trust and Retention Account Agent hereunder acknowledges,
agrees and accepts its appointment to act as the Trust and Retention
Accourit Agent on the terms and conditions stated under this
Agreement.
sEcTtoN ilt
QUALIFICATIONS OF SUCCESSOR TRUST ANO RETENTION ACCOUNT
AGENT
3.1 (i) Any successor agent for the Trust and Retention Account Agent
shall be a Schedule A bank with satisfactory capital adequacy
and shall be eligible to carry on the business of commercial
banking and maintain bank accounts such as the Trust and
Retention Accounts.
(ii) Such successor agent shall also be authorised under its
constitution and legal and statutory provisions relating to itsconstitution and authorities, to undertake the functions and
discharge its duties and obligations as such Agent and have the
necessary legal capacity in law.
3.2 Resignation of the Trust and Retention Account Agent
(i) The Trust and Retention Account Agent or any successor
thereof, hereinafter appointed in replacement of such an Agent,
may at any time resign by giving not less than two (2) months at+ $
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Rool@e247667 iu;r a r
prior written notice of resignation to the lnstitute. The Trust and
Retention Account Agent shall continue to act as such till asuccessor Agent is appointed by the lnstitute.
(ii) ln the event the Agent resigns in the middle of the year, such
resigning Agent shall be entitled only to pro-rata fees out of the
annual fees payable to it related to the actual period of itsservice as such Agent.
(iii) The lnstitute shall determine the successor Agent and the
resigning Agent shall be bound by such a decision taken by the
lnstitute.
(iv) The resigning Agent shall be bound to execute any and all such
documents, writings and instruments and do all other acts,
deeds, matters and things as may be necessary and/or
incidental in respect of the transfer of all its rights, duties,
obligations, privileges, benefits and obligations in favour of the
successor Agent including any agreement or any powers of
attorney in favour of the successor Agent.
(v) LJpon resignation by the Agent, such Agent shall thereafter not
enter into any transaction or take any further action in
pursuance of the authority granted under this Agreement but
shall be obliged to act in good faith and in trust on behalf of the
lnstitute pending the complete cessation of its authority to act as
such Agent and pending the transfer of the functions, property,
account or security held, if any, by such Agent in favour of the
successor Agent.
Removal of the Trust and Retention Account Agent
(i) The lnstitute shall be entitled to remove the Trust and Retention
Account Agent and appoint a successor Agent by giving two
months notice to such an Agent, without assigning reasons
therefor.
(ii) Any outstanding dues of such Agent proposed to be removed
shall be promptly settled by the lnstitute prior to the termination
becoming effective and prior to the appointment of the6
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successor Agent becoming effective in accordance with this
Agreement.
3.4 Effective Date of Removal, Resignation and new Appointment Any
resignation and/or removal of the Agent and appointment of a
successor Agent pursuant to any of the provisions of this Section shall
become effective upon the acceptance of the appointment by the
successor Agent and charge is duly handed over by such Agent by
executing any and all such documents, writings and instruments and
doing all other acts, deeds, matters and things as may be necessary
and/or incidental in respect of the transfer of all of the rights, duties,
obligations, privileges, benefits and obligations in favour of the
successor Agent including any agreement or any powers of attorney in
favour of the successor Agent.
3.5 SuccessorAgent
Any successor Agent appointed as provided in this Section lll shall
execute, acknowledge and deliver to the lnstitute such documents as
are required for the purpose.
3.6 Merger, Conversion or Consolidation of an Agent
Subject to the prior intimation in writing to the lnstitute, any corporation
into which the Agent may be merged or converted or with which it may
be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any
corporation succeeding to the Agent's rights or business or either, shall
be deemed to be the successor Agent with all identical rights, benefits,
obligations and duties as were originally available and provided to the
transferor Agent prior to such merger, conversion or consolidation
proceedings or process.
4.1
SECTION IV
THE TRUST AND RETENTION ACCOUNT AGENT'S DUTIES
Declaration of Trust Vesting and Control of Retention Account
The lnstitute hereby settles on trust with the Trust and Retention
Account Agent a sum of Rs.1 001. The lnstitute also hereby declares
that all rights, title and interests in and to the Trust and Retention
I
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Account, the documents relating to the Permitted lnvestments, funds in
the Trust and Retention Account and investments made with funds
from the Trust and Retention Account shall be vested in the Trust and
Retention Account Agent in trust for the benefit of the lnstitute and the
Pro.lect in pursuance of the terms of this Agreement.
(ii) The Trust and Retention Account Agent hereby accepts the above
amount in the trust hereby declared and provided for upon the terms
and conditions set forth in this Agreement. Amounts deposited in the
Trust and Retention Account from time to time shall be held in trust for
the lnstitute as provided for in this Agreement and shall be subject to
the obligations set forth herein. No Person (including without limitation,
any Person entitled to receive any payment hereunder) other than the
lnstitute shall have any rights hereunder, as the beneficiaries of or as
third party beneficiaries under this Agreement.
(iii) The lnstitute shall open a current account as Trust and Retention
Account (he "TRA) with Trust and Retention Account Agent and
deposit therein all cash inflows during the Period of Agreement
including bui not limited to:
(i) Grant received from the lndustry partner.
(ii) Any other funds received by the Borrower.
The amounts deposited in the Trust and Retention Account shall be utilized
for the following purposes and in the order set out herein: The TRA Agent
shall open such sub-accounts to facilitate the carrying out of the provisions of
this Agreement as may be required by DCPC and shall keep the DCPC
informed of the various sub-accounts, if any, belonging to the TRA from time
to time.
The withdrawals from the TRA shall commence only upon written
communication from DCPC to the Trust and Retention Account Agent and the
amounts deposited in the Trust and Retention Account shall be utilized for the
following purposes and in the order set out
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The lnstitute will maintain the following accounts under the TRA framework.
lqaLIrdianl stituteofiocllxdto: t
RookET247667 (tNDIA
1. Reqular curren t account: This account will be used for transactions
related to pre-operative expenses including petty expenses and any other
expenses such as salaries and administrative expenses during project
implementation period.
2. Sub Accounts:
a. TRA-I: This account shall be used for crediting Grant from the
Department of Chemicals and Petrochemicals (DCPC), Ministry of
Chemicals and Fertilizers, Government of lndia.
b. TRA{I; This account shall receive the Grant from institute and its
industry partne(s) no other funds.
The classificaiion of receipts and payments from the TRA sub-accounts shall
be as given below:
TRA-I: (TRAJ A/c No. 38289937463 (SBl))
l. The receipts of the Grant from the Department of Chemicals
and Petrochemicals (DCPC), Ministry of Chemicals and
Fertilizers, Government of lndia shall be credited in this account.
ll. All expenses proposed from the TRA I account should be'eligible under the DCPC Scheme Guidelines for Setting Up of
Centres of Excellence and will be paid as per the extent it is, eligibie under the Scheme Guidelines.
The funds in this Account will be used towards the following items of expenditure;
For purchase of laboratory equipment's, PlanUMachinery, Support to
Research staff (JRF, SRF, RA-till the projecUperiod), Research Literature
and Consumables, Organizing Workshops/ConferencesiSeminars in the
relevant area and filling of patents.
For above purchases, the payments would be made by demand drafts i pay
orders directly in favour of concerned parties.
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TRA ll: (TRA-ll A,/c No. 38289998777(58l))
The Grant from institute and its industry partne(s) will be deposited into this
account.
4.2. Operationalization of TRA
(i) The Bank shall ensure that TRA-I and TRA-ll shall not have cheque
book facility and cheques shall be issued only from the Regular
Current Account.
(ii) The Bank shall stipulate additional conditions for operation of the TRA,
being a lender to the institute, while maintaining the basic requirements
mentioned above
(iv) Nothing in this Agreement, expressed or implied, shall give or be
construed to give to any Person (including, without limitation, any
construction'or other contractor or any other Person entifled to receive
payments hereunder) other than the Parties hereto, any legal or
equitable right, remedy or claim under this Agreement, or under any
covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the Parties to this Agreement.
(v) No deviation shall be allowed from the project cost and component
cost agreed upon in this agreement for funds to be used through this
account. However, if any dovetailing of funds or cost escalation occurs,
the Trust Agent shall seek instructions from DCPC for concurrence on
the same-
4.3 Duty of the Trust and Retention Account Agent to notify Deposits
and Withdrawals
The Trust and Retention Account Agent on or before March 10 and
September 10 of each year, shall notify the lnstitute and DCPC of (i)
the amounts deposited in and withdrawn from the Trust and Retention
Accounts, and each of the sub-accounts thereof, (ii) the Permitted
lnvestments made and proceeds realised there from during the
preceding Half Year or during such other period, (iii) the aggreg
balances of the Trust and Retention Accounts, a
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(i)
(ii)
4.5
4.6
(i)
each sub-account thereof, and (iv) such other information as the
lnstitute may reasonably request.
Permitted lnvestments.
The Trust and Retention Account Agent shall hold all documents,
instruments or writings evidencing or in relation to the Permitted
lnvestment on behalf of the lnstitute. The lnstitute is obliged to deliver
all the documents, instruments or writings evidencing or in relation to
the Permitt-i:d lnvestment along with the requisite authorisations
executed in favour of the Trust and Retention Account Agent to realise
the Permitted lnvestments any time within 72 hours of the receipt of
the same by the lnstitute, if so required by the Trust and Retention
Account Agent.
Any action under Section 4.3 may be taken by the Trust and Retention
Account Agent only on specific instructions to that effect by the
lnstitute. The Trust and Retention Account Agent shall not be
respon'sible for the result of such action.
Froject Proceeds received by the lnstitute
Except as otherwise provided under this Agreement, the lnstitute shall
ensure that all Project Proceeds are paid directly by itself or the
Person, handling the same for and on behalf of the lnstitute to the
credit of the Trust and Retention Account during Period of Agreement
The Trust and Retention Account Agent
The Trust and Retention Account Agent shall, maintain each sub
account under the Trust and Retention Account maintained by it in
accordance with such Agent's usual practices and the terms of this
Agreement..Furthermore, it is understood and agreed that the Trust
and Retention Account Agent shall perform the following duties:
(a) maintain Trust and Retention Account as a separate and distinct
account;
(b) keep proper books of account relating to each sub account of
the Trust and Retention Account maintained by the Agent;
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(c) provide reports to the lnstitute at such frequencies and as per
the format which would be agreed to by consensus between the
lnstitute and the Trust and Retention Account Agent;
(d) not allow any syndication charges to be paid out of the Trust
and Retention Account for any equity funding provided by the
Sponsors.
(e) shall not allow any payment out of the Trust and Retention
Account in respect of the Restricted Payments
(0 shall act in accordance with this Agreement;
(S) shall irrevocably and absolutely waive all present and future
' rights to make or exercise any claims or demands, any rights of
counter claim, lien/ set-off and all other present or future rights
against the balance amount standing to the credit of the Trust
and Retention Account, to make any withholding or balancing of
any accounts or to effect any transfer between entries in the
account or the monies credited to the accounts;
(h) irrevocably and absolutely waive all present and future rights to
combine or consolidate any account at any office of the Trust
and Retention Account Agent with the Trust and Retention
Account;
(i) as promptly, as is reasonably practical, after receipt of any
reasonable written request from the lnstitute, provide such
Person with such information as such Person may request,
regarding all categories, amounts, maturities and issuers of
investments made pursuant to this Agreement and regarding
amounts available in the Trust and Retention Account and the
various accounting balances there under.
lf the Trust and Retention Account Agent resigns, or is replaced,
pursua_nt to this Agreement, such Agent shall transfer to the account in
the name of the lnstitute opened with the successor Trust and
Retention Account Agent any amount standing to the credit of the
Trust and Retention Account maintained by the Trust and Retention
Account Agent (together with all accrued interest and/or profit thereon)
(ii)
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(iii) lf the Trust and Retention Account Agent resigns or is removed,
pursuant to this Agreement, then the lnstitute shall appoint a successor
Trust and Retention Account Agent,
(iv) Any Trust and Retention Account Agent who ceases to maintain any
Trust and Retention Account shall cease to be a Trust and Retention
Account Agent under this Agreement, except that it shall continue to be
bound by all of its obligations and be entitled to all of its rights and
benefits under this Agreement arising with respect thereto, prior to the
date on which it ceases to be a Trust and Retention Account Agent
under this Agreement.
(v) The lnstitute shall appoint a firm acceptable to the DCPC as its special
auditors, if so required by DCPC, who shall submit reports on end use
of the funds to the DCPC on monthly basis. The Trust and Retention
Account Agent undertake/s to cooperate with and provide such
information or certificates as are required by the DCPC or special
auditors so appointed.
51
SECTION V
LIMITATION OF LIABILITY OF AGENT
The Agent shall not be liable with respect to and shall be fully
protected from the consequence of any action taken and/or omitted to
be taken by it in good faith in accordance with this Agreement, except
to the- extent of its own gross negligence or willful misconduct in
executing its duties under this Agreement.
o. I
SECTION VI
INSURANCE
Proceeds of lnsurance Policies
ln case of any moneys becoming due and payable under the lnsurance
Contracts the lnstitute shall execute all the requisite forms for the
claims under the lnsurance Contracts and for receipt of the proceeds
thereunder. The proceeds under the lnsurance Contracts shall be
remitted to the credit of Trust and Retention Account with the Trust andL +
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8.3
SECTION VII
REPRESENTATIONS AND WARRANTIES
Each of the Parties hereunder represents and warrants to each other
that: this Agreement (i) is within its powers and has been duly
authorised by it, (ii) constitutes its legal, valid and binding obligation,
and (iii) does not conflict in any material respect with any Applicable
Law or the documents pertaining to its creation, organisation or the
conducl of its corporate affairs; and it has obtained all necessary
consents for the performance of its obligations under this Agreement.
sEcTtoN vilr
MlSCELLANEOUS
Notices
Except as may othenarise be expressly provided herein, all notices and
other Communications provided for hereunder, shall be provided in
writing and shall be sent to the respective addresses and delivered or
deemed to be delivered as provided herein below:
l) Address of the lnstitute. lndian lnstitute of Technology
Roorkee, Roorkee 247 667 Uttarakhand
ll) Address of the Trust & Retention Account Agent: State Bank of
lndia, llT Roorkee Branch, Roorkee 247667 Uttarakhand
Severability
lf any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Governing Law: Dispute Resolution
(i) This Agreement shall for all purposes be governed by and
construed in accordance with the laws of lndia.
(ii) Any dispute or difference arising out of or in connection with or
otherwise with respect to this Agreement, if it is not resolved by
mutual consultation, shall be settled by arbitration in accordance
with the provisions of the Arbitration and Conciliation Act, 1996
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(the '-Act") as amended from time to time and as at present in
force.
(iii) Arbitration proceedings pursuant to this subparagraph (ii) shall
be held in Mumbai.
(iv) The language of any such arbitration shall be English.
(v) The Parties agree that the decision of the Arbitral Panel or
"Award" resulting from arbitration shall be _final and binding
upon the Parties and shall be enforceable in accordance with
the provisions of the Arbitration Act subject to the rights of the
aggrieved Parties to secure relief from any Court within the
, jurisdiction of this Agreement.
(vi) Pending the submission of and / or decision on a Dispute and
until the Arbitral Award is published; the Parties shall continue to
perform their respective obligations under this Agreement,
without prejudice to its rights, interest and entitlements, till the
_final decision / Award.
Effective Date and Benefits of Agreement
This Agreement will come into force from the Effective Date.
Nothing in this Agreement shall give to any other Person (other than
the Parties hereto and their successors and permitted assigns) any
benefit or any legal or equitable right or remedy under this Agreement.
This Agreement shall be binding upon the parties hereto and their
respective successors, assigns or transferees.
ln case the Financing Plan envisages availment of external borrowings
for financing the Project, the financing documents to be executed in
relation to trust and retention account may supersede this agreement
in consultation with Trust and Retention Account Agent.
Execution in Counterparts
This Agreement may be executed in two counterparts, each of which,
when so executed and delivered, shall be deemed to be an original,
but all the counterparts shall together constitute one and the same
84
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instrument
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Sponso,?d Rese3rch & lndustdal Consut!anlndian lnstitirte oI Tech$lor"1 ilc o rkce
lN WITNESS WHEREOF the lnstitute has caused its Common Seal to be
affixed hereto and other parties have affixed the respective signatures of their
authorised officials and/or constituted Attorney on the day, month and year
first here-in above written:
The Common Seal (if any) or under signature of the Authorized Signatory ofthe lnstitute pursuant to the resolutions passed in the Meeting of Board held
on (22.02 2019)
By://4
Name. Manoranian Parida
Designation Dean SRIC
SIGNED AND DELIVERED by
BANK
(as Trust and Retention Account Agent)
Name :
Designation :
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Particulars Amount
(Rs. in Lakhs)
DCPC grant 440
lnstitute 301
lndustry granl 575
Total 1316
l9
SCHEDULE I
APPROVED FINANCING PLAN
