Dipak Kumar Sen, J. - (1.) It is not in dispute in these proceedings that a formal agreement was entered into by and between the Miscoperi S. P. A., the petitioner, a company incorporated in Italy and Sansouci Private Ltd., the respondent, an Indian Company, on the 7th July, 1980, whereby the petitioner appointed the respondent as its representative and consultant for the following works:- (a) To assist and advise the petitioner in connection with proposals or bids to the Oil & Natural Gas Commission of India and Mazagaon Dock Ltd. both statutory Corporation's in respect of designs, engineering, procurement of materials, fabrications, transportation and installations including structures, pipelines and other facilities proposed to be fabricated and/or installed by the said Corporations on the off shore continental shelf of India for winning petroleum products. (b) To advise the petitioner on law, rules, regulations and revenue in the preparation of such proposals and bids. (c) To assist and advise the petitioner in the negotiations with the said statutory Corporations concerning the aforesaid as also in respect of contracts relating thereto. (d) To assist and advise the petitioner in matters of permits, licences and other Government approvals required for operating in the territorial waters of India and bringing constructions, equipments and spare parts into India. (e) To assist and advise the petitioner in negotiations with the Government authorities relating to performance of the obligations of the petitioner under any contract including import and export clearance for vessels, construction equipments and spare parts as also visas, work permits, exchange guarantee, radio and other licences required for construction and operation. (f) To assist the personnel of the petitioner through customs and provide them transportation. (g) To provide the petitioner suitable office space and arrange for telephone, telex and duplicating facilities therein and also arrange for free storage for spare parts and materials required for performance of contracts. (h) Arrange for medical services for the personnel of the petitioner. (i) Render liason service with the said statutory Corporations. (j) Assist and advise the petitioner in the selection of and negotiations with sub-contractors, vendors and suppliers in connection with the performance of contracts. (k) Assist and advise the petitioner in obtaining local labour, negotiating labour contracts and handling labour claims and also in maintaining good labour relationship. (1) Assist and advice the petitioner in its dealings with the said statutory Corporations and in respect of fulfilling all contracts and on claims thereunder including negotiations for additional and extra work.
(2.) It was further agreed that during the currency of the agreement the respondent would represent the petitioner and exclusively act in the sole interest of the petitioner exercising reasonable skill, care and diligence in discharge of its duties under the agreement.
(3.) It was agreed that the petitioner would pay to the respondent a fee being 4% of all payments excluding those for cost of reimbursable items actually received by the petitioner under any contract for installation of S. I. and S. E. platform, pipelines and raisers and between 5% and 6% in respect of any other contract which may be entered into between the petitioner and the said statutory Corporations payable pro rata on payments actually received from the said Corporations within 15 working days from the date of receipt of such payments.;