INDORE INSTITUTE OF LAW
AFFILIATED WITH DAVV & BCI
MASTER DRAFTSMAN 2020, INTERNATIONAL NEGOTIATION & DRAFTING
COMPETITION, 7-9 August 2020
Confidential information/Client’s instruction:
Name of the party
Background
Description of work
Interest in the transaction
Resources involved
: Star Innovative is a limited through its owner & Chairman
Mr. Raj Kootharapali
: Mr. Raj Kootharapali was born and grew up at Kollam,
Kerala. Growing up in a coastal city has brought him nearer
to the sea and the aquatic ecosystem. He has first-hand
witnessed the cruelty of the battle between the marine life
form and plastic waste mercilessly dumped by the human in
oceans. This has motivated him to work for the
environmental concerns and he has waged a war against
injudicious disposal of garbage.
: Star Innovative is a limited is a one-person company
registered under Companies Act, 2013. It is an innovative
company involved in various activities including
manufacturing of biodegradable products. It has a dedicated
R&D wing of plastic waste processing.
Under its flagship project “See for Change” it is working for
reducing the plastic waste dumped in the ocean.
He was speaking at Ted Talk at London where he met Irene
Adler the CEO of M/s Morgan & Morgan Co. Morgan &
Morgan is a leading manufacturing & retail outlet company
of London. She proposed to start a venture.
: This will help Star Innovative to expand its business by
establishing a manufacturing unit and also get easy entry in
the European market
: Patent No. 20164005435 is a method of sustainable recycle
and reuse of plastic bottle for manufacturing of breathable
clothing material.
Possession of 600 acres of processing plant at rural Kollam,
Kerala where plastic waste dumped in the ocean is
segregated and processed into yarn.
He has the capacity to invest INR 70 crore in this project
and on the basis of his current assets and market
performance he can secure a non-concessional loan of about
INR 100 crore
Disadvantage : They are new in the textile industry. They do not have a
brand value in this market.
Terms already agreed : The joint venture will be in the name & style of “Morgan Star”. It
upon will be an LLP registered at and operating from India.
Terms to be negotiated

Tenure : Indefinite
Collection Name : Aqua Warriors
Share : Minimum 65% shares with sole rights of management &
staffing.
Maximum 70% Share with shared rights in management.

Note: staffing must be in favor of the client

Capital Investment : 50 crores at present but the capacity of investment is upto

70 crore

Morgan should invest at least 80 crore

Exchange of technology : Patent No. 20164005435 will be made available at the

payment of Rs. 80 lakh as one time payment and yearly 25
lakh to 50 lakh rupees as royalty. In no case the patent will
be transferred.

The yarn manufacturing unit at Kollam can used for staff

training & development.

If the other party wants then they can buy yarn from Kollam
factory for the initial production at the standard market rate

Acquisition of : The party do not have any problem in dealing with the
immovable property national & local laws for this purpose but it will be
& obtaining the permits favorable if the other party also gets involved.
and NOC etc
In any case the cost of obtaining the permits, land and NOC
shall be borne by both the parties.

Product : T-Shirts – Men, Women & kids (range will include graphic
prints, Basic t-shirt, polo shirts)
Bandanas – Unisex
Women centric product – Tank Top, scarf, wrap around
skirts.

Market expansion : The other party must give market space for at least 70-75%
of the total product manufactured in India.

The pricing and discounts will be decided by the team on

the basis of the prevailing trend.
 Indian market will be targeted by partnership with multi-
brand outlet and company/franchise outlets.

Online market will be developed on international level in

phase wise plans.
Confidentiality : The technical know-how shall be treated as property of the
party and thus the other party shall not disclose the
information.

The information pertaining to the market study, business

strategies, accounts, promotion plans, Trade secrets etc shall
be kept confidential. The party will be sole judge for
deciding the definition of these terms.

Managerial personnel hired by the other party shall enter

into separate NDA to ensure the confidentiality of the trade
secrets.

Any breach shall be considered as material breach of the JV

agreement

Intellectual property : IP rights will be created in favour of Morgan Star.

Patent No. 20164005435 will be sole property of the party
and the other party will only have the access in exchange of
the royalty. Any development in the said patent will also be
their own property.
Any other patent or IP created by the R&D wing of Morgan
Star will be the property of the LLP firm.
In case of dissolution of LLP the IPR will be negotiated

Non-Compete : In case the business relation is terminated, for 8 years other

party will not start a rival business in the market. By rival
business we mean production and selling of the products
made with the same manufacturing technology.

During the tenure of the agreement and even after the

termination the other party shall not copy the technology.
Severance Clause : Standard
Force majeure : Standard. Tenure should be 9 months of continue force
majeure.

Termination : On ground of material breach of the contract

Mere disputes between the parties or reference to arbitration
tribunal will not amount to termination
Advance intimation of termination shall be on 1 year to 6
months.
Upon termination the division of assets shall be decided by
official appointed for this purpose.
 Enquiry & Accounts : Managerial enquiry can be called by either party
Accounts available to both of them.
Separate accounts for Morgan Star will be opened in India.
Party has no problem if additional accounts are being setup
at any other location.
No charge shall be created without passing a board
resolution with special majority.
Yearly audit shall be mandatory.

Governing laws : Indian

Dispute resolution : Arbitration before the Swiss Chambers of Arbitration
institution,
Language: English

Note:
NDA = Non-disclosure Agreement
JV = Joint venture