[HIC] Message to the Netherlands

[Alex]

Message to the Netherlands
Private & Encrypted

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To: Milan Bos, Minister of Defence
From: Lord Julian Harcourt, Minister of Defence and War

Your Excellency,

We at the Honourable Company hope that the tidings in the Kingdom of the Netherlands are well.

I have been tasked with contacting you to work out the possibility of acquiring a further ten Rotterdam-class landing platform docks to bolster our current fleet of this ship class. If this is an open possibility, we would be looking towards acquiring a limited production license to build these ships within our shipyards here in India.

Please let me know as soon as you are able, so that we may work towards an agreement that works best for both our nations.

Thank you.

Sincerely,
Lord Julian Harcourt
Minister of Defence and War
Honourable Indian Company

JamieA

 

[JamieA]

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Message to India
PRivate & Encrypted

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To: Lord Julian Harcourt, Minister of Defence and War
From: Milan Bos, Minister of Defence
Subject: Rotterdam Class

Dear Lord Harcourt,

Thank you for reaching out, firstly I'd like to apologize on the lateness of this message. After careful consideration, the Ministry of Defence would be more than happy to issue a Limited Production License for the Rotterdam Class. The legal team have drafted up an agreement, which I have attached to this message. If you are happy with the terms, pleease forward the amount stated within the agreement and the LPDs will be automatically be issued once the funds have been verified.

Regards,
Milan Bos
Minister of Defence
Kingdom of the Netherlands

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attachment

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LIMITED PRODUCTION LICENCE AGREEMENT​

ROTTERDAM-CLASS LANDING PLATFORM DOCK (LPD)​

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BETWEEN​

The Kingdom of the Netherlands, acting through its duly authorised representatives, hereinafter referred to as the "Licensor",
AND
The Honourable Indian Company, acting through its duly authorised representatives, hereinafter referred to as the "Licensee".

Effective Date: May 2009

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1. PURPOSE

1.1 This Limited Production Licence Agreement ("Agreement") establishes the terms under which the Kingdom of the Netherlands grants The Honourable Indian Company a limited licence to manufacture and assemble Rotterdam-Class Landing Platform Dock (LPD) vessels.

1.2 The purpose of this Agreement is to permit controlled production of a limited number of Rotterdam-Class LPD vessels while protecting the intellectual property, technical standards and strategic interests of the Kingdom of the Netherlands.

1.3 This Agreement authorises the production of no more than ten (10) Rotterdam-Class LPD vessels.

1.4 For the purposes of this Agreement, "The Honourable Indian Company" shall be the sole designation used for the Licensee. References to the Government of India, Indian governmental authorities, ministries, agencies, departments or other Indian state entities shall not be used as alternative designations for the Licensee.

1.5 Where an authorised representative, department, organisation, contractor or other entity acts specifically on behalf of the Licensee in relation to this Agreement, such party shall be deemed to be acting on behalf of The Honourable Indian Company and shall not acquire independent rights under this Agreement.

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2. DEFINITIONS

2.1 "Licensor" means the Kingdom of the Netherlands and its duly authorised representatives.

2.2 "Licensee" means exclusively The Honourable Indian Company and its duly authorised representatives acting on its behalf.

2.3 "Vessel" means a Rotterdam-Class Landing Platform Dock authorised for production under this Agreement.

2.4 "Licensed Design" means the authorised Rotterdam-Class LPD design, technical documentation, drawings, specifications and associated intellectual property made available under this Agreement.

2.5 "Authorised Vessel" means one of the ten (10) Rotterdam-Class LPD vessels expressly authorised under this Agreement.

2.6 "Third Party" means any country, government, company, organisation, corporation, authority, individual or other entity other than the Kingdom of the Netherlands and The Honourable Indian Company.

2.7 "Disposal" means any sale, transfer, lease, gift, assignment, donation, exchange or other permanent or temporary disposition of an Authorised Vessel.

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3. GRANT OF LICENCE

3.1 The Licensor grants the Licensee a limited, non-exclusive and non-transferable licence to manufacture, assemble and complete Rotterdam-Class LPD vessels at facilities approved under this Agreement.

3.2 The licence is strictly limited to the production of ten (10) vessels.

3.3 This Agreement does not constitute a general or unrestricted licence to manufacture the Rotterdam-Class design.

3.4 The Licensee shall not manufacture, assemble, complete or authorise the manufacture of an eleventh (11th) Rotterdam-Class LPD under this Agreement.

3.5 The licence granted under this Agreement is personal to The Honourable Indian Company and may not be assigned, transferred or sublicensed.

3.6 No other Indian entity shall acquire production rights under this Agreement merely by virtue of being associated with, controlled by or acting alongside The Honourable Indian Company.

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4. PRODUCTION QUANTITY

4.1 The maximum number of Rotterdam-Class LPD vessels authorised under this Agreement is:

TEN (10) VESSELS​

4.2 The ten-vessel limitation is absolute unless amended by a subsequent written agreement signed by duly authorised representatives of both Parties.

4.3 Each vessel shall be assigned an individual hull number and recorded against the production authorisation.

4.4 Once ten (10) vessels have been completed and accepted, the production authority granted by this Agreement shall automatically expire.

4.5 No eleventh vessel may be laid down, assembled or otherwise substantially constructed under this Agreement.

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5. PRODUCTION LOCATION

5.1 Licensed production shall take place exclusively at an approved shipbuilding facility designated by the Licensee and accepted by the Licensor.

Approved Facility:

Location: India

5.2 The Licensee shall not relocate licensed production to another facility without the prior written approval of the Licensor.

5.3 Subcontractors may be used where reasonably necessary for construction, provided that such subcontractors comply with the confidentiality, security and intellectual-property requirements of this Agreement.

5.4 The use of a subcontractor shall not transfer any rights granted to the Licensee under this Agreement.

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6. TECHNICAL DOCUMENTATION

6.1 The Licensor shall provide the Licensee with technical documentation reasonably required for the authorised production of the ten (10) vessels.

6.2 Such documentation may include:

• General arrangement documentation;
• Ship construction drawings;
• Structural drawings;
• Engineering specifications;
• Equipment specifications;
• Systems documentation;
• Maintenance documentation;
• Quality-control requirements; and
• Other documentation specifically authorised by the Licensor.

6.3 Technical documentation shall remain the property of the Licensor or its respective rights holders unless expressly agreed otherwise.

6.4 The Licensee shall take appropriate measures to prevent unauthorised access, copying, disclosure or distribution of such documentation.

6.5 Technical documentation shall only be used for the purposes authorised under this Agreement.

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7. INTELLECTUAL PROPERTY

7.1 Nothing in this Agreement transfers ownership of any intellectual property associated with the Rotterdam-Class LPD design.

7.2 All designs, drawings, specifications, technical information, trademarks and proprietary material supplied by the Licensor shall remain the property of their respective owners.

7.3 The Licensee receives only the limited rights expressly granted by this Agreement.

7.4 The Licensee shall not commercially exploit, licence, sell or otherwise provide the Licensed Design or associated intellectual property to a Third Party without prior written authorisation from the Licensor.

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8. MODIFICATIONS AND DERIVATIVE DESIGNS

8.1 The Licensee shall not make substantial modifications to the Rotterdam-Class LPD design without prior written approval from the Licensor.

8.2 Modifications necessary to accommodate locally sourced components, applicable regulations or manufacturing requirements may be proposed to the Licensor for approval.

8.3 Any modification affecting the fundamental design, structural configuration, propulsion arrangement, major systems or operational characteristics of a vessel shall require prior written approval.

8.4 Any derivative vessel or design developed using the Licensed Design or licensed technical information shall require a separate written agreement.

8.5 Approval of a modification shall not increase the maximum production entitlement beyond ten (10) vessels.

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9. QUALITY ASSURANCE AND INSPECTION

9.1 All vessels shall be constructed in accordance with the technical specifications and quality standards agreed between the Parties.

9.2 The Licensor shall have the right, upon reasonable notice, to inspect relevant production facilities and documentation to verify compliance with this Agreement.

9.3 The Licensee shall maintain appropriate production, inspection, testing and quality-control records for each vessel.

9.4 Where a vessel or component fails to comply with agreed requirements, the Licensee shall take appropriate corrective action.

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10. ACCEPTANCE OF VESSELS

10.1 Each Rotterdam-Class LPD produced under this Agreement shall undergo an agreed programme of inspections and trials prior to final acceptance.

10.2 Acceptance procedures shall be agreed between the Parties before construction of the first vessel.

10.3 Each accepted vessel shall be recorded against the ten-vessel production limit.

10.4 Completion and acceptance of the tenth vessel shall constitute fulfilment of the maximum production entitlement under this Agreement.

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11. COMPONENTS AND SUBSYSTEMS

11.1 The Licensee may source components domestically where those components satisfy the agreed technical and quality requirements.

11.2 The Licensor may designate certain systems or components as requiring approved sourcing.

11.3 Replacement, modification or local manufacture of designated controlled components shall require prior approval where specified by the Licensor.

11.4 Nothing in this Section permits the Licensee to exceed the ten-vessel production limit.

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12. SALE, TRANSFER AND DISPOSAL OF VESSELS

12.1 The Licensee shall not sell, transfer, lease, gift, licence, assign or otherwise dispose of any Rotterdam-Class LPD produced under this Agreement to any Third Party.

12.2 For the avoidance of doubt, no Authorised Vessel may be sold or transferred to:

• A Third-Party country;
• A Third-Party government;
• A Third-Party company;
• A Third-Party organisation;
• A private entity; or
• Any other Third Party.

12.3 The restrictions contained in this Section apply individually to each of the ten (10) Authorised Vessels.

12.4 If the Licensee determines that an Authorised Vessel is surplus to requirements, retired, decommissioned or otherwise intended for Disposal, the Licensee shall first offer the vessel to the Kingdom of the Netherlands.

12.5 The Kingdom of the Netherlands shall have a right of first refusal over any Authorised Vessel proposed for Disposal.

12.6 The purchase price offered to the Kingdom of the Netherlands shall be calculated at fifty percent (50%) of the mutually agreed fair market value of the individual vessel at the time of Disposal.

12.7 The fair market value shall be determined by mutual agreement between the Parties, taking into consideration:

• Age;
• Condition;
• Remaining service life;
• Maintenance history;
• Configuration;
• Equipment;
• Modifications;
• Operational history; and
• Comparable market value where appropriate.

12.8 The resulting offer shall therefore represent a 50% discount from the agreed fair market value.

12.9 The Netherlands shall have [90] days from receipt of a formal Disposal offer to notify the Licensee whether it intends to exercise its right of first refusal.

12.10 If the Netherlands accepts the offer, the Parties shall negotiate and execute the necessary transfer documentation.

12.11 If the Netherlands declines the offer, or fails to exercise its right within the applicable period, the Authorised Vessel shall not automatically become available for sale to a Third Party.

12.12 Any subsequent Disposal, transfer or sale to a Third Party shall require the prior written consent of the Kingdom of the Netherlands, regardless of whether the Netherlands has previously declined to purchase the vessel.

12.13 The Licensee shall not structure, transfer or otherwise dispose of a vessel through an intermediary, subsidiary, affiliated company or other arrangement for the purpose of circumventing this Section.

12.14 The obligations contained in this Section shall survive expiration or termination of the production authority and shall remain applicable to each Authorised Vessel for the duration of its service life, unless expressly amended in writing by both Parties.

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13. EXPORT AND THIRD-PARTY TRANSFER

13.1 No Authorised Vessel produced under this Agreement may be exported or transferred to a Third Party without prior written approval from the Kingdom of the Netherlands.

13.2 The Licensee shall not grant a sub-licence for the production of Rotterdam-Class LPD vessels.

13.3 The Licensee shall not transfer the rights granted by this Agreement to another company, government, organisation or other entity.

13.4 Any proposal for transfer of an Authorised Vessel to a Third Party shall be submitted to the Licensor in writing before any sale, transfer agreement or other binding commitment is made.

13.5 The restrictions in this Section shall be read together with the right of first refusal and Disposal provisions contained in Section 12.

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14. SECURITY AND CONFIDENTIALITY

14.1 Both Parties shall protect confidential technical, commercial and governmental information exchanged under this Agreement.

14.2 Confidential information shall not be disclosed to an unauthorised Third Party.

14.3 Disclosure to an approved contractor or subcontractor shall only occur where necessary for authorised work and where appropriate confidentiality obligations are in place.

14.4 The Licensee shall maintain appropriate safeguards for all technical documentation supplied by the Licensor.

14.5 These obligations shall survive expiration or termination of this Agreement.

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15. LICENCE FEE

15.1 In consideration for the rights granted under this Agreement, the Licensee shall pay the Licensor a base licence fee of:

1,155,313,328.00​

15.2 A 20% VAT shall be applied to the base licence fee.

15.3 The VAT amount shall be:

231,062,665.60​

15.4 The total amount payable, inclusive of 20% VAT, shall therefore be:

1,386,375,993.60​

15.5 The licence fee covers the limited production rights granted under this Agreement for the authorised ten (10) Rotterdam-Class LPD vessels.

15.6 Payment of the licence fee shall not provide the Licensee with any right to manufacture, assemble or otherwise produce vessels beyond the ten (10) vessels expressly authorised.

15.7 Any additional production shall require a new written agreement and separately negotiated licence fee.

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16. TRAINING AND TECHNICAL ASSISTANCE

16.1 The Licensor may provide technical assistance and training to designated personnel of the Licensee.

16.2 Assistance may include:

• Shipbuilding familiarisation;
• Engineering support;
• Quality-control procedures;
• Technical documentation interpretation;
• Maintenance familiarisation; and
• Production support.

16.3 The scope, duration and cost of technical assistance shall be agreed separately between the Parties.

16.4 Technical assistance shall not constitute an extension of the production licence beyond ten (10) vessels.

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17. TERM AND PRODUCTION LIMIT

17.1 This Agreement shall remain valid solely for the construction, assembly and completion of ten (10) Rotterdam-Class Landing Platform Dock vessels.

17.2 The production authority granted under this Agreement shall automatically expire upon completion and acceptance of the tenth (10th) Authorised Vessel, regardless of the calendar date on which such completion occurs.

17.3 The Licensee shall not commence construction, assembly or production of an eleventh (11th) Rotterdam-Class LPD under this Agreement.

17.4 Any proposal to construct additional Rotterdam-Class LPD vessels beyond the ten (10) vessels authorised herein shall require a new written agreement between the Kingdom of the Netherlands and The Honourable Indian Company.

17.5 The ten-vessel limitation shall apply irrespective of whether production is undertaken consecutively, simultaneously or in separate production batches.

17.6 Expiration of the production authority shall not terminate obligations which, by their nature, are intended to survive expiration, including intellectual property, confidentiality, technical documentation, export restrictions, vessel Disposal restrictions and unauthorised disclosure obligations.

17.7 For the avoidance of doubt, the maximum production entitlement under this Agreement is:

TEN (10) ROTTERDAM-CLASS LPD VESSELS AND NO MORE.​

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18. TERMINATION

18.1 Either Party may terminate this Agreement following a material breach by the other Party where that breach has not been remedied within [90] days following written notice.

18.2 The Licensor may suspend or terminate the production licence where there is evidence of:

• Unauthorised production;
• Unauthorised transfer of technical information;
• Unauthorised export or transfer of a vessel;
• Serious breach of confidentiality;
• Unauthorised use of intellectual property;
• Circumvention of the Disposal restrictions; or
• Any other material violation of this Agreement.

18.3 Upon termination, the Licensee shall cease commencing new licensed production unless otherwise agreed in writing.

18.4 The Parties shall agree the disposition of partially completed vessels, components and technical documentation following termination.

18.5 Termination shall not grant the Licensee any right to manufacture additional vessels.

18.6 The provisions relating to vessel transfer, Disposal, intellectual property, confidentiality and Third-Party restrictions shall survive termination to the extent necessary to give them effect.

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19. EFFECT OF EXPIRATION OR TERMINATION

19.1 Upon expiration or termination, all rights to commence new production under this Agreement shall cease.

19.2 The Licensee shall cease using licensed technical documentation except where continued use is necessary for the operation, maintenance or support of vessels lawfully produced under this Agreement and such use has been authorised.

19.3 The Licensee shall return or securely destroy confidential technical documentation where requested by the Licensor, subject to legally required record-retention obligations.

19.4 Vessels lawfully completed and accepted before expiration or termination shall not become unauthorised solely because this Agreement subsequently expires or terminates.

19.5 The restrictions governing the sale, transfer and Disposal of the ten Authorised Vessels shall remain in effect following expiration of the production authority.

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20. DISPUTE RESOLUTION

20.1 The Parties shall seek to resolve disputes arising from this Agreement through consultation and diplomatic or contractual negotiations.

20.2 Neither Party shall commence formal proceedings until reasonable efforts have been made to resolve the dispute through consultation.

20.3 Any formal dispute-resolution mechanism shall be agreed by the Parties in writing.

20.4 Nothing in this Agreement shall be interpreted as limiting the sovereign rights of either Party.

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21. AMENDMENTS

21.1 No amendment to this Agreement shall be valid unless made in writing and signed by duly authorised representatives of both Parties.

21.2 Any amendment increasing the production entitlement above ten (10) vessels shall constitute a material amendment and shall require explicit written approval from both Parties.

21.3 No verbal agreement or informal correspondence shall constitute an extension of the ten-vessel production limit.

21.4 Any amendment to the Disposal, right of first refusal or Third-Party transfer provisions shall likewise require written approval from both Parties.

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22. ENTIRE AGREEMENT

22.1 This Agreement, together with its schedules and written amendments, constitutes the entire agreement between the Parties concerning the limited production of Rotterdam-Class LPD vessels.

22.2 This Agreement supersedes any previous understanding relating specifically to the licensed production of the Rotterdam-Class LPD, except where expressly incorporated herein.

22.3 In the event of a conflict between this Agreement and an associated schedule, the provisions of this Agreement shall prevail unless the schedule expressly states otherwise.

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END OF AGREEMENT​

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Alex