The unido Proforma licence Agreement

Article 1

Some Definitions

1.1 "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.

1.2 "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.

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

Article 3

Obligations of the Licensor

Grant Patent Rights and License

3.1The Licensor warrants that it has the right to grant licenses 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:

(a) to employ the Process and Know-how in the design, engineering and construction of the Plant and in its operation during the lifetime of the Plant;

(b) to sell, use or otherwise dispose of the Product manufactured by the Licensed Plant in _ or in any other country of the world, ex­cept __

(c) 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 Improvements in the Process developed or acquired by the Licensor for the duration of the Agreement and specifically:

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

(b) 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 information 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 detailed engineering of the Plant... thousand US Dollars for each week of delay;

(2) if the Plant fails todemonstrate the Performance Guarantees in the last Performance Guarantee Test the Licensor shall pay the Licensee compensation in the form of penalties.

Article 4

Obligations of the Licensee

Provisions of Basic Design Data for the Plant

4.1 The Licensee shall provide and be responsible for the accuracy of Basic Design Data on which the design of the Plant is to be based. The
Basic Design Data shall be transmitted to the Licensor and discussed
at the First Basic Engineering Meeting.

Secrecy and Confidentiality

4.2 The Licensee shall treat all process and technical information, proprietary Know-how, patented processes, documents, data and drawings
supplied by the Licensor as "Confidential Information" and shall not
divulge such Confidential Information to a third party.

Article 6