2. The unido proforma licence agreement Article 1 Some Definitions

1. "The Process" shall mean the latest commercially proven process de­veloped or acquired and owned by Licensor at the Effective Date which is the subject of this Agreement.

2. "The Know-how" shall mean all the latest technical data, information, drawings and designs and instructions relevant to the Process in the possession of Licensor, which are sufficient to enable the Contractor to undertake the detailed engineering and construct the Plant and to enable the Licensee's personnel to operate the Plant so as to produce product(s) in accordance with the Performance Guarantees.

3. "Effective Date" shall mean the date on which this Agreement shall come into effect.

Article 3 Obligations of the Licensor

Grant Patent Rights and Licence

3.1 The Licensor warrants that it has the right to grant licences for the use of the Know-how and the Patents in (country) for the production of Product and that Product produced may be sold in (country) or to all countries of the world (except ... countries). The Licensor hereby

grants to the Licensee with effect from the Effective Date of the Con­tract, a non-exclusive, non-transferable right and licence under the Know-how and the Applicable Patents:

1. to employ the Process and Know-how in the design, engineering and construction of the Plant and in its operation during the life time of the Plant;

2. to sell, use or otherwise dispose of the Product manufactured by the Licensed Plant in ... or in any other country of the world, ex­cept ...;

3. to purchase, acquire, make or have made any equipment, appara­tus or other material or chemicals necessary for the construction and operation of the Plant.

Improvements in the Process

3.2 The Licensor undertakes to make available to the Licensee all Improve­ ments in the Process developed or acquired by the Licensor for the duration of the Agreement and specifically:

1. to make available, free of charge, all developments and im­provements in operating techniques, preventive maintenance, safety measures, and process developments;

2. to grant to the Licensee, on payment of a reasonable fee and on agreed terms, the rights to use proprietary process developments implemented, or acquired by the Licensor, including patented de­velopments, which could result in significant improvement(s) in the capacity, reliability and efficiency of the Plant, and quality of the products.

Supply of Technical Documentation and Related Services

3.3 The Licensor shall supply to the Licensee sufficient technical informa­ tion and Know-how related to the Process to enable the Licensee to undertake through his Contractor the detailed engineering of the Plant, to construct the Plant, to commission the Plant and to operate the Plant.

Penalties

3.6 The Licensor shall be subject to a penalty to be paid to Licensee

(1) for delay in supplying the Basic Engineering Design Package and other documents required by the Licensee and the Contractor for

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