TOOLING AGREEMENT

This TOOLING AGREEMENT (hereinafter referred to as an “Agreement") is made on

_____day of ______ 2022 at Cheyyar in Tamil Nadu

BY AND BETWEEN

XUZHOU CONSTRUCTION MACHINERY MANUFACTURING (INDIA) PRIVATE

LIMITED ., a Company registered under the Companies Act, 1956 and having its factory at
A-8, Phase II, SIPCOT Industrial Complex, Kunnavakkam Village, Cheyyar Taluk,
Tiruvannamalai District, Tamilnadu - 631701, India, represented by its Authorised Signatory
__________, (hereinafter referred as the “Buyer”, which expression shall unless repugnant
to the context or meaning thereof, mean and include its successors, affiliates, nominees and
permitted assigns) of the FIRST PART;

AND

HYCOM ENGINEERING INDIA PRIVATE LIMITED a Company registered under the

Companies Act, 1956 and under the provisions of the applicable Indian laws and having its
registered office at No. 40, 4th Main Peenya Industrial Area, Phase Iii Bangalore-560058.
represented by its Authorised Signatory __________, (hereinafter referred as the ‘Supplier’,
which expression shall unless repugnant to the context or meaning thereof, mean and include
its successors, affiliates, nominees and permitted assigns) of the OTHER PART.

The terms ‘Buyer’ and ‘Supplier’, wherever the context so requires, shall also be individually
referred to as “Party” and collectively as “Parties”.

WHEREAS:
A. The Buyer is engaged in the business of manufacturing and servicing of construction
machinery products and related spare parts;

B. The Supplier is engaged in the business of ____________________;

C. The Buyer and the Supplier have entered into a Master Purchase Agreement dated
_________ or the Long Term Association Agreement dated ___________ pursuant to
which the Supplier will manufacture and sell to the Buyer certain products as per
Purchase Order(as defined under Master Purchase Agreement) which will be issued
from time to time as and when require by the Buyer;

D. The supplier is instructed to build or create certain tooling, jigs, fixture and
manipulators, equipment(s) and other items in order to assist the Supplier in
manufacturing such products for the Buyer, and Supplier will own and retain the title to
such items.
E. On the basis of the above, in recognition of the mutual promises, and other good and
valuable consideration, the receipt of which is hereby acknowledged, the Buyer agrees
to build or create Tooling, on such terms and conditions as agreed between the Parties.
The Parties now agree to enter into this Agreement to capture in writing such terms and
conditions.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES AS FOLLOWS :

1. All Capitalized terms used, but not defined in this Agreement shall have the meaning
ascribed to such terms in the Master Purchase Agreement or the Long-Term Association
Supplier.

2. The term of this Agreement shall be co-existing and coterminous with the term of the
Master Purchase Agreement/ Long Term Association Master Purchase.

3. Supplier will have the possession of tooling, jigs, fixture and manipulators and other
items, which are more elaborately described in Schedule-I to this Agreement (hereinafter
collectively referred as the "Tooling").

4. Supplier will have possession of the Tooling, at the Supplier’s manufacturing facility
located in No. 40, 4th Main Peenya Industrial Area, Phase III Bangalore-560058 and
No.18, 5th Main, Peenya Industrial Area, Phase III Bangalore-560058(‘the Facilities’), for
the sole purpose of manufacturing such Products/Goods, which are to be sold to the Buyer.
In the event the Tooling needs to be shifted from the Facility, then the prior written
permission from the Buyer is required. In the event the Supplier shifts the Tooling from
the Facility to any other location, then the same shall be considered as a breach of this
Agreement and the Supplier shall be responsible for any damage or loss that occurs to the
Tooling.

5. The Buyer agrees that all Tooling is owned by and will at all times remain, the sole and
exclusive property of the Supplier. The Buyer further agrees that the Supplier is the sole
owner of any Tooling, including the Tooling design and related technology, which is
fabricated and constructed by the Supplier under any Purchase Orders issued by the Buyer
to the Supplier.

6. The value of the Tooling is mentioned under Schedule –I of this Agreement.

7. Depreciation with respect to the Tooling will be claimed by the Supplier in its books of
account. Tooling amortization cost, per Tooling will be determined at the time of
finalization of the prices, and will be added to the cost only from the point of view of
calculation of statutory levies in force from time to time.

8. The Tooling shall be removed and destroyed by the Supplier, on expiry of this Agreement
or its earlier termination or any other time as mutually agreed and discussed between the
Parties.

9. The Supplier shall use the Tooling only for the purpose of manufacturing of component as
per the Buyer’s design or any other product of the Buyer as desired by the Buyer. The
 Supplier's use shall comply with all applicable laws and regulations, and with applicable
requirements and instructions so long as those applicable requirements and/or instructions
are provided in writing by the Buyer to the Supplier.

10. This Agreement shall stand automatically terminated upon the expiration/termination of
the Master Purchase Agreement / Long Term Association Master Purchase Agreement
unless this Agreement is extended by the Buyer at its sole discretion.

11. Neither party shall assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of the other party.

12. This Agreement is not intended by the Parties to constitute or create a joint venture,
pooling arrangement, partnership, or formal business organization of any kind, and the
rights and obligations of the parties shall be only those expressly set forth herein. Neither
Party shall have the authority to bind the other except to the extent authorized herein.

13. This Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered, will be deemed to be an original, but all of which together will
constitute one and the same instrument, and it will not be necessary in making proof of
this Agreement to produce or account for more than one counterpart.

14. Any dispute arising out of and/or in connection with this Agreement shall be governed and
construed in accordance with the laws of India and those of the state of Karnataka. The
Parties shall be subject to exclusive jurisdiction of the courts at Benagaluru, Karnataka.

15. In the event of any dispute or difference of any kind whatsoever shall arise between the
parties in connection with or arising out of this Agreement (whether before or after the
termination or breach of this Agreement), the Authorized representatives of both the
parties shall promptly and in good faith negotiate with a view to reach an amicable
resolution and settle the dispute.

16. In the event no amicable resolution or settlement is reached within a period of thirty (30)
days, each party shall appoint one arbitrator each and the two appointed arbitrators shall
appoint the third arbitrator who shall act as the presiding arbitrator under the provisions of
the Indian Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be
held at Benagluru, Karnataka. The Arbitration proceedings shall be conducted in English
Language.

SCHEDULE I

Details of Tooling as per Agreement Dated:

S. Tool Name & No of Asset Sl Value at Agreed Tool

No Asset Code Tools no the Time Tool Life Photograph
 of
agreement
(In Rs)
1
2
3

For and on behalf of For and on behalf of

XCMM IINDIA PVT LTD HYCOM ENGINEERING INDIA
PRIVATE LIMITED
Sign: Sign:

Name: Name:

Title: Title:
In the Presence of: In the Presence of:

Name: __________________ Name: __________________