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- CONSULTANCY AGREEMENT
CONSULTANCY AGREEMENT Download Word Document In English. (Rs.40/-) This Consultancy Agreement (the “Agreement”) is made and entered into this [insert date] (the “Effective Date”) by and between [insert name] with its principal place of business located at [insert address] (the “Company”) and [insert name] with its principal place of business located at [insert address] (the “Consultant”) (hereinafter referred to individually as a “Party” and collectively as “the Parties”). WHEREAS, the Company is in the business of [insert description of business]; WHEREAS, the Consultant has expertise in the area of [insert description of area of expertise]; WHEREAS, the Company desires to engage the Consultant to provide certain services in the area of Consultant’s expertise and the Consultant is willing to provide such services to the Company; NOW, THEREFORE, the Parties hereby agree as follows: 1. Engagement and Services (a) Engagement . The Company hereby engages the Consultant to provide and perform the services set forth in Exhibit A attached hereto (the “Services”), and the Consultant hereby accepts the engagement. (b) Standard of Services . All Services to be provided by Consultant shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of a consultant with the background and experience that Consultant has represented it has. The Company shall provide such access to its information, property and personnel as may be reasonably required in order to permit the Consultant to perform the Services. (c) Tools, Instruments and Equipment . Consultant shall provide Consultant’s own tools, instruments and equipment and place of performing the Services, unless otherwise agreed between the Parties. (d) Representation and Warranty . Consultant represents and warrants to the Company that it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement or which will interfere with the performance of the Services. 2. Consultancy Period (a) Commencement . This Agreement shall commence on the Effective Date and shall remain in effect until the completion of the Services or the earlier termination of this Agreement as provided in Article 2 (b) (the “Consultancy Period”). (b) Termination . This Agreement may be terminated by the Company, without cause and without liability, by giving [insert number in words] ([insert number]) calendar days written notice of such termination to the Consultant. This Agreement may be terminated by either Party by giving [insert number in words] ([insert number]) calendar days written notice of such termination to the other Party in the event of a material breach by the other Party. “Material breach” shall include: (i) any violation of the terms of Articles 1 (d), 3, 4, 5, 6, 8, 10 and 11, (ii) any other breach that a Party has failed to cure within [insert number in words] ([insert number]) calendar days after receipt of written notice by the other Party, (iii) the death or physical or mental incapacity of Consultant or any key person performing the Services on its behalf as a result of which the Consultant or such key person becomes unable to continue the proper performance of the Services, (iv) an act of gross negligence or wilful misconduct of a Party, and (v) the insolvency, liquidation or bankruptcy of a Party. (c) Effect of Termination . Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement. 3. Consultancy Fee and Expenses (a) Consultancy Fee . In consideration of the Services to be rendered hereunder, the Company shall pay Consultant a Consultancy fee [alternative 1: of [insert number in words] ([insert number]) [insert currency] for each hour of Services provided to the Company] [alternative 2: at the rates and payable at the time and pursuant to the procedures set forth in Exhibit A] (the “Consultancy Fee"). (b) Expenses . Consultant shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then regular procedures of the Company. (c) Payment . The Consultant shall submit to the Company a monthly invoice detailing the Services performed during the preceding month and the amount due. All such invoices shall be due and payable within [insert number in words] ([insert number]) calendar days after receipt thereof by the Company. 4. Work Product and License (a) Defined . In this Agreement the term "Work Product" shall mean all work product generated by Consultant solely or jointly with others in the performance of the Services, including, but not limited to, any and all information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets. (b) Ownership . Consultant agrees to assign and does hereby assign to Company all right, title and interest in and to the Work Product. All Work Product shall be the sole and exclusive property of the Company and Consultant will not have any rights of any kind whatsoever in such Work Product. Consultant agrees, at the request and cost of Company, to promptly sign, execute, make and do all such deeds, documents, acts and things as Company may reasonably require or desire to perfect Company's entire right, title, and interest in and to any Work Product. Consultant will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent. All Work Product shall be promptly communicated to Company. (c) License . In the event that Consultant integrates any work that was previously created by the Consultant into any Work Product, the Consultant shall grant to, and Company is hereby granted, a worldwide, royalty-free, perpetual, irrevocable license to exploit the incorporated items, including, but not limited to, any and all copyrights, patents, designs, trade secrets, trademarks or other intellectual property rights, in connection with the Work Product in any manner that Company deems appropriate. Consultant warrants that it shall not knowingly incorporate into any Work Product any material that would infringe any intellectual property rights of any third party. 5. Confidential Information (a) Defined . In this Agreement the term “Confidential Information” shall mean the Work Product and any and all information relating to the Company’s business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by Company either directly or indirectly in writing, orally or visually, to Consultant. Confidential Information does not include information which: (i) is in or comes into the public domain without breach of this Agreement by the Consultant, (ii) was in the possession of the Consultant prior to receipt from the Company and was not acquired by the Consultant from the Company under an obligation of confidentiality or non-use, (iii) is acquired by the Consultant from a third party not under an obligation of confidentiality or non-use to the Company, or (iv) is independently developed by the Consultant without use of any Confidential Information of the Company. (b) Obligations of Non-Disclosure and Non-Use . Unless otherwise agreed to in advance and in writing by the Company, Consultant will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party. Consultant may disclose the Confidential Information only to those of its employees who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee, such employee shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement. In any event, Consultant shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees. Consultant shall use the same degree of care to avoid disclosure of the Confidential Information as it employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care. (c) Return of Confidential Information . Upon the termination or expiration of this Agreement for any reason, or upon Company’s earlier request, Consultant will deliver to Company all of Company’s property or Confidential Information in tangible form that Consultant may have in its possession or control. The Consultant may retain one copy of the Confidential Information in its legal files. 6. Interference with Business (a) Non-Competition . During the term of this Agreement, Consultant will engage in no business or other activities which are, directly or indirectly, competitive with the business activities of the Company without obtaining the prior written consent of the Company. (b) Non-Solicitation . Consultant agrees that for a period of one (1) year after termination of this Agreement, Consultant shall not: (i) divert or attempt to divert from the Company any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers or customers, or (ii) employ, solicit for employment, or recommend for employment any person employed by the Company, during the Consultancy Period and for a period of one (1) year thereafter. 7. Insurance Consultant shall maintain at its sole expense liability insurance covering the performance of the Services by Consultant. Such insurance coverage shall have limits and terms reasonably satisfactory to Company, and Company may require Consultant to provide to Company a certificate of insurance evidencing such coverage. 8. Independent Contractor The Consultant agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between the Consultant and the Company. The Consultant shall have no right to receive any employee benefits provided by the Company to its employees. Consultant agrees to pay all taxes due in respect of the Consultancy Fee and to indemnify the Company in respect of any obligation that may be imposed on the Company to pay any such taxes or resulting from Consultant’s being determined not to be an independent contractor. This Agreement does not authorize the Consultant to act for the Company as its agent or to make commitments on behalf of the Company. 9. Force Majeure Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume. In the event the interruption of the excused Party’s obligations continues for a period in excess of [insert number in words] ([insert number]) calendar days, either Party shall have the right to terminate this Agreement upon [insert number in words] ([insert number]) calendar days’ prior written notice to the other Party. 10. Non-Publicity Each of Company and Consultant agree not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement. 11. Assignment The Services to be performed by Consultant hereunder are personal in nature, and Company has engaged Consultant as a result of Consultant’s expertise relating to such Services. Consultant, therefore, agrees that it will not assign, sell, transfer, delegate or otherwise dispose of this Agreement or any right, duty or obligation under this Agreement without the Company’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Company of this Agreement or any right, duty or obligation hereunder to any third party. 12. Injunctive Relief Consultant acknowledges that a violation of Article 5 or 6 would cause immediate and irreparable harm to the Company for which money damages would be inadequate. Therefore, the Company will be entitled to injunctive relief for Consultant’s breach of any of its obligations under the said Articles without proof of actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for such violation, but shall be in addition to all other remedies available at law or in equity. 13. Governing Law and Dispute Resolution This Agreement shall be governed by and construed in accordance with the laws of [insert name of country], without giving effect to any choice of law or conflict of law provisions. The Parties consent to the [insert “exclusive” or “non-exclusive”] jurisdiction and venue in the courts of [insert name of courts] in the city of [insert name of city]. 14. General This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision(s) of this Agreement. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision. 15. Survival of Provisions The following provision of this Agreement shall survive the termination of this Agreement: Articles 2 (c), 3, 4, 5, 6 (b), 7, 8, 10 and 15 and all other provisions of this Agreement that by their nature extend beyond the termination of this Agreement. IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above. Signed for and on behalf of Signed for and on behalf of [insert name of Company] insert name OF Consultant] By: By: Name: Name: Title: Title:
- Dealership Contract
Dealership Contract A dealership agreement may be drawn somewhat on the following pattern: THIS AGREEMENT is made on the…………………... day of….……………… Two Thousand Two between ABC Ltd. a company incorporated under the ____________and having its Registered Office at….……………………... and its Manufacturing unit at….……………………... its Company Secretary, (hereinafter called "the company", which expression shall, unless the context admits otherwise, include its representatives) of the one part and Messrs…….……………………...………………... a partnership firm comprising Mr….……………………..., Mr….……………………... and Mr…………………………………... partners, having its main business place at….……………………..., ….………………….……………………...……...and branches at….……………………..., ….……………………...and ….……………………... (hereinafter called "the firm" which expression shall unless the context admits otherwise, include the partners, their heirs, executors, administrators, representatives and assigns of the other part). WHEREAS the company is manufacturing….……………………..….………….; AND WHEREAS the firm has its own marketing network and is selling goods of various branches and is desirous of selling the goods of the company at a new sales outlet recently taken on rent by it for the purpose and has communicated the same to the company; AND WHEREAS the company, after having considered the proposal of the firm, has agreed to appoint the firm as its dealer on the terms and conditions as contained in this agreement. NOW THIS AGREEMENT WITNESSETH as under: 1. That the company hereby appoints the firm as its dealer to sell its products, more specifically defined in the Schedule to this agreement, in the areas also clearly defined in the said Schedule. 2. The agreement shall remain in force for one year commencing from….……………………... and shall be renewable for similar periods on the agreed terms and conditions. 3. The firm shall keep a minimum stock of…….……………………... pieces each of the company's products to meet the demand of the ultimate users/consumers, which quantity shall be reviewed every quarter in the light of the sales during the previous quarter and the market trends. 4. The company shall supply to the firm its products on fifteen days credit from the date of the invoice and if payments are not made within the credit period shall charge interest at the rate of….……………………... per cent per annum from the sixteenth day of the invoice till payment. 5. The company shall supply to the firm sufficient quantities of publicity and advertisement material for display at the firm's sales outlet and for distribution in its area of operation. 6. The company shall bear 50% of the cost of maintaining the sales outlet of the firm including rent thereof subject to a maximum of 5% of the invoice value of the firm of all the products of the company, which amount shall be credited to the firm's running account in the books of the company at the end of each quarter. 7. The company and the firm shall settle their accounts every six months and the balance credit/debit shall be squared by making payment by the party owing to the other. 8. The firm shall make all efforts to promote the sale of the company's products and in the event of the company forming an opinion on the basis of sale records that the firm is not properly performing its duty as dealer, the company shall be at liberty to terminate this agreement by giving the firm one month's notice in writing and at the end of the notice period, this agreement shall stand terminated and the parties shall settle their accounts within seven days of such termination. 9. The company agrees and undertake to supply to the firm its products as per the firm's orders and in the event of the company failing to supply the ordered goods within fifteen days of receipt of each purchase order, the firm shall be entitled to terminate the agreement by giving the company one month's notice in writing and at the end of the notice period, this agreement shall stand terminated and the parties shall settle their accounts within seven days of such termination. 10. The firm shall not sell any product of the company at a price higher than the one indicated by the company from time to time. 11. The firm shall be at liberty to appoint sub-dealers, salesmen, commission agents or other sales personnel on salary, commission or any other basis, so long as they function in accordance with the provisions of this agreement and do not do anything which is detrimental to the interest of the company, or the firm and the collective interest of both. Note: Any additional terms and conditions of the appointment may be incorporated. IN WITNESS THEREOF the parties aforementioned have signed this agreement in the presence of the witnesses: SCHEDULE OF PRODUCTS 1. …………..….…………. 3. …………..….…………. 2. …………..….…………. 4. …………..….…………. Witnesses: (1) Name : for ABC Ltd. Father's Name : Address : (…………..….………….) Signature : Company Secretary (2) Name : Mr…………..….…………. Father's Name : Mr…………..….…………. Address : Mr…………..….…………. Signature : Partners, Messrs…………..….…………. Download Word Document In English. (Rs.30/-)
- RIGHT OF FIRST REFUSAL
RIGHT OF FIRST REFUSAL THIS AGREEMENT made this ____ day of_____________, by and between THE __________________________________________ COUNCIL as the authorized agent for and on behalf of Springfield Business Development Corporation (hereinafter “Seller”) and _______________, a ___________ corporation (hereinafter “Purchaser”). WHEREAS, Springfield Business Development Corporation is the owner of the Property; WHEREAS, Pursuant to that certain Partnership Industrial Center West Development Agreement executed on July 2, 2001 and amended by that certain First Amendment to Partnership Industrial Center West Development Agreement executed on April 17, 2003 (as amended the “Development Agreement”), the parties to the Development Agreement granted various powers to a board called the _________________ (as referred to herein as the “Seller”); WHEREAS, Under and in accordance with the Development Agreement, Springfield Business Development Corporation delegated to the Seller the sole authority to convey the Property; and WHEREAS, Purchaser is interested in having a first right of refusal to purchase: __________________ (____) acres, more or less, commonly known as Partnership Industrial Center West, Lot ____ (__), (collectively, the “Property”), as each lot is more specifically described on Exhibit A, or any portion of the Property. NOW, THEREFORE, FOR VALUABLE CONSIDERATION the receipt and sufficiency being acknowledged, it is agreed: 1. Seller hereby grants Purchaser a right of first refusal on the Property or any portion of the Property in accordance with the terms below (“Right of First Refusal”). 2. If during _______ (__) days from the date of this Agreement, Seller receives either a bona fide written offer by a willing third party to purchase all or part of the Property which Seller intends to accept, or a purchase agreement which Seller intends to enter into (collectively, “Offer”), Seller shall give written notice to Purchaser at the address provided below accompanied by a copy of such Offer at least fifteen (15) days before the date of contemplated sale. 3. Within fifteen (15) business days after receipt of the written notice, Purchaser shall have the right to notify Seller that it is exercising its Right of First Refusal and will purchase the Property pursuant to a purchase agreement which incorporates the terms and conditions of the Offer. Not withstanding the terms of the Offer, however, the purchase price of the Property shall be _______________________________ ($ _______) per acre, and Purchaser shall only be required to purchase that portion of the Property which it identifies to Seller in its notice of intent to purchase. Closing of the sale to Purchaser shall be made in accordance with the commercially reasonable closing practices of the Partnership Industrial Center West to the extent that such are customary for the general area. Purchaser’s written notice of its exercise of its Right of First Refusal shall be given to the President of the Administrative Council of the Partnership Industrial Center West, with a copy to the Director of Economic Development of City Utilities at the addresses provided below. 4. If Purchaser fails to exercise its Right of First Refusal within the time stated above, this Right of First Refusal shall have no more force and effect. 5. Within three (3) days after the effective date (the date of complete execution and delivery of this Agreement), Purchaser shall deposit with Seller the sum of _______________________ ($ ____________) as “Earnest Money”. If the sale is closed, the Earnest Money shall be applied toward the Purchase Price. If Purchaser decides not to purchase said Property or this Right of First Refusal expires unexercised after ______ (__) days, Seller shall retain ____________________________ ($ _________) of the Earnest Money. 6. Time is of the essence of this Agreement. 7. Notices. Any notice, request or demand herein provided for or given hereunder, if given by the parties hereto, shall be effective (a) when delivered in person to the recipient named below, (b) one day after timely deposit with a responsible overnight courier to the recipient named below, or (c) five days given if mailed by postage paid, certified mail return receipt requested as follows: Seller: Purchaser: ________________ ________________ ________________ ________________ With Required Copy to: ________________ ________________ ________________ ________________ 8. Miscellaneous. (a) Entire Agreement. This Agreement is the entire Agreement among the parties and, when executed by the parties, supersedes all prior agreements, understandings and communications, either verbal or in writing, between the parties with respect to the subject matter contained herein. (b) Amendments. This Agreement may not be amended, modified or changed except by written instrument signed by all of the parties. (c) Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective heirs, legal representatives, successors and permitted assigns. Seller acknowledges that if Purchaser determines that it desires to expand its operations onto the Property, that Purchaser will assign this Right of First Refusal to a developer so that the developer could subject to certain contingencies, including an acceptable incentives offering by the state and local government, construct a facility for Purchaser’s operations. Therefore, This Right of First Refusal shall be fully assignable, and Purchaser shall have the right to assign this Right of First Offer to the developer of its choice, provided only that Purchaser shall notify Seller of the name and notice address of such assignee. (d) Captions. All captions and headings are inserted for the convenience of the parties and shall not be used in any way to modify, limit or otherwise affect this Agreement. (e) Counterparts. This Agreement may be executed simultaneously or in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (f) Waiver. Any failure by a party to comply with any obligation, agreement or condition herein may be expressly waived in writing by each of the other parties, but such waiver or failure to insist upon strict compliance with such obligation, agreement or conditions shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. (g) Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal domestic laws of the State of Missouri, without reference to choice of law principles. (i) Severability. If any term, provision or condition of this Agreement is determined by a court or other judicial or administrative tribunal to be illegal, void or otherwise ineffective or not in accordance with public policy, the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect. (j) Interpretation. In the event of a dispute or disagreement arising under this Agreement, this Agreement shall be interpreted in accordance with its fair meaning and shall not be interpreted for or against any party on the ground that such party drafted or caused to be drafted this Agreement. (k) Recording Notice. Purchaser shall have the right to record a notice of this Agreement in the appropriate registry, at its costs and Seller agrees to execute such notice, in recordable form, upon request. IN WITNESS WHEREOF, this First Right of Refusal has been made the date and year written below. PURCHASER: SELLER: _____________ THE PARTNERSHIP INDUSTRIAL CENTER WEST ADMINISTRATIVE COUNCIL By: ___________________________ By: ___________________________ Name: __________ Name: ___________________________ Title: __________ Title: ___________________________ Date: __________ Date: ___________________________ Download Word Document In English. (Rs.50/-)
- NOC Letter Format for Job Change
NOC Letter Format for Job Change Date: _______________ Ref No. _____________ To Whom It May Concern Subject: NOC For Job Change This is to certify that Mr. ________________ has been working in our organization, ______________ Group of companies since ________ years as a Deputy Manager. During his working tenure within our company he has been sincere, loyal, punctual and hardworking. This No Objection Certificate is issued as per request of the employee. It would be useful for him for various concerns. This shows our complete no objection on him to continue his job with any organization. If any further queries are to be discussed, you can feel free to contact. Yours Sincerely, (Sign & Stamp) Line Manager, Company Name Download Word Document In English. (Rs.15/-)
- MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT THIS AGREEMENT made and entered into on this the _____ day of ___________, 20___, by and between ____________ (hereinafter “ _________“) and ________________ (hereinafter “______________ “). NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of all of which is acknowledged, ______________ retains _____________ to manage and operate that certain business known as _____________ (the “Business”) under the terms and conditions set forth below: 1. Term. _________________ agrees to retain Patton as the General Manager of the Business for a term commencing on ___________, 20___, and continuing through ______________, 20____ unless extended or terminated in accordance with the terms of this Agreement. 2. Duties. shall manage and operate the Business for and on behalf of _______________; provided, however, ____________ shall only be required to devote such time and efforts as she, in sole and absolute discretion, shall deem prudent and necessary. ____________________ shall be solely responsible for the operation of the Business during the term hereof and ____________________ shall not interfere in any way with ______________________’s operation and management of the Business during the term hereof. The parties specifically agree that __________________ shall have overall responsibility for all personnel actions and shall make all daily management and operating decisions. The direction of all personnel will be done by and through ________________ . 3. Compensation. In consideration of all services to be rendered by ____________, ___________ shall pay to the ____________ compensation during the term hereof equal to the Net Income of the Business less the sum of $___________ per month. For the purposes of this Agreement Net Income shall be deemed to be the gross revenue of the business from all sources less all necessary operating expenses including, without limitation, salaries, wages, employment taxes, insurance, and food; provided, however, no deduction shall be made for income taxes, repairs or a salary or other compensation to _______________ shall be made in calculating Net Income. Net Income shall be calculated monthly and ________________ shall provide ___________________ with a written summary of her calculation of Net Income within five (5) working days after the last day of the calendar month. __________________ shall maintain all accounting records on a cash basis. Upon request, ________________ shall provide _______________ with reasonable documentation supporting her calculation of Net Income. All revenue received from the operation of the Business shall be deposited into, and all operating expenses from the operation of the Business shall be paid out of, bank accounts over which ____________________ shall have exclusive control and access. At the same time that ________________ delivers _____________ her summary calculation of Net Income, _______________ shall also deliver to _____________ a check for the sum of One Thousand and no/100 Dollars ($1,000.00). 4. Repairs. ___________________ agrees that within fourteen (14) days of the execution of this Agreement he will, at his sole cost and expense, repair or replace those items listed by the state health department as being deficient, including without limitation, replacing ceiling tiles, painting all interior walls and ceilings (if applicable), cleaning carpets and installing floor covering where necessary. Further, ____________________ agrees that during the term hereof he shall keep the building where the Business is located in good repair. If __________________ shall fail to complete the specific repairs above or other necessary repairs which may arise during the term hereof, ________________ shall be entitled to make such repairs and deduct the cost thereof from the amounts payable to __________________ hereunder. 5. Termination. ___________________________ may terminate this Agreement, at will, and in her sole discretion upon seven (7) days written notice to the ____________________. This Agreement also may be terminated at any time upon the mutual written agreement of the ____________________ and _______________________________. In the event ______________________ dies during the term of this Agreement, this Agreement shall terminate, and ___________________ shall pay to _______________________’s estate the Net Income which would otherwise be payable to _____________________ through the end of the week in which _____________________’s death occurs. 6. Option to Purchase. ________________________ hereby grants to ___________________ the option and right to buy all of the assets of the Business, including the real property described in Exhibit A, (hereinafter the “Assets”) on the terms set forth herein: (a) This option shall remain in effect until _________________, 20___ and shall thereupon expire, unless this option is sooner exercised. (b) To exercise this option, _________________ must notify ____________ of her intention to purchase the Assets by certified mail within the option period. (c) Upon exercise of the option, _____________ and _____________ agree that this agreement shall become a contract to purchase on the following terms: (i) The purchase price shall be ________________ Dollars ($____________ ), and shall be paid in cash or by cashiers check at Closing. (ii) In connection with the purchase of the Assets, ________________ will not assume any liabilities of ______________. ________________ agrees to indemnify ___________________ with respect to all such nonassumed liabilities, including, without limitation, any liabilities with respect to any environmental claims or employees of ________________, which result from operation of the Business prior to the Closing. _______________ will also agree to indemnity and hold harmless _________________ with respect to any liabilities incurred by ______________ to the extent such liabilities arise out of obligations imposed or claimed to be imposed by operation of law on ______________ as successor to _______________ and the business of ________________. (iii) Except as provided herein below, all Assets will be transferred “as is”, meaning that they will be transferred in whatever condition they exist at the time of the Closing. (iv) During the period from the date of this Agreement until the Closing, __________________ and her representative shall have access to all facilities, equipment, buildings, personnel, computers, books and records of ___________________ relating to the Business and to the Real Property, and ________________ shall furnish to __________________ financial and other data and information requested for the completion of ___________________’s investigation of the Business. (v) The parties’ respective counsel (initially, counsel for ________________________ ) will prepare an appropriate purchase agreement (the “Purchase Agreement”) and other appropriate documents to effectuate the transactions herein contemplated, such documents to be subject to approval by the parties. The Purchase Agreement will contain: (A) appropriate warranties as to the financial statements of _____________ and the title of the Assets, (B) indemnification provisions in favor of ____________________ against liabilities of _____________________ under claims based on or arising out of actions or events which occurred on or before the Closing, (C) allocation of the purchase price, (D) appropriate provisions concerning the confidentiality of the transaction herein contemplated, (E) other provisions mutually acceptable to the parties. (vi) Closing shall occur not later than thirty (30) days after exercise of the option, unless extended in writing by mutual agreement of the parties. (vii) At Closing, ______________ shall provide __________________ with a Certificate of Title regarding the real property from an attorney upon whose certificate ________________ can obtain title insurance should they so desire. Title to all of the Assets shall be conveyed by appropriate warranty deed, warranty bill of sale or other necessary instruments of conveyance with ___________________ conveying good title, free and clear of liens but subject to all existing building restrictions, restrictive covenants, easements, rights-of-way, and mineral reservations of record. _____________________ shall pay the costs of providing the certificate of title, warranty deed, warranty bill of sale or other conveyance documents. All other closing costs shall be paid by _______________. If ______________ exercise the option but __________________ is unable to convey marketable title at Closing and cannot cure the defects within 30 days, ________________ shall be entitled to recover damages suffered as a result of ________________________’s non-performance. (viii) Taxes shall be prorated as of the date of Closing. (ix) ______________________ reserves the right to make the purchase herein contemplated through a subsidiary of ______________________ or to assign its rights and obligations under the Purchase Agreement to such subsidiary. (x) The parties agree that there are no fees or commissions due any Broker or Finder on account of this proposed transaction. (xi) Each party agrees that such party will pay the fees and expenses of its accountants, attorneys and others in connection with this Agreement, the transaction herein contemplated and the negotiation of the Purchase Agreement. 7. Exclusive Negotiating Rights. In consideration of the expenditures of time, effort and expense by ______________________ in connection management of the Business and her contemplated purchase of the Business, _________________ agrees that between the date of the execution of this Agreement and the later of Termination or Closing he will not enter into or conduct any discussions with any other prospective purchaser of the Business, and that _______________________ will use his best efforts to preserve the Business and to retain the goodwill of his customers, suppliers and others having business relations with him. 8. Extension. _________________________ shall have option to extend this Agreement, including the Option to Purchase, for an additional term of six (6) months by giving ______________________ at least fourteen (14) days written notice prior to the expiration of the initial term. 9. Miscellaneous Provisions. (a) The provisions of this Agreement shall be binding upon and enured to the benefit of the heirs, personal representatives, successors and assigns of the parties. (b) Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be mailed by certified mail, return receipt requested, postage prepaid, addressed to the parties as follows: ______________________ ______________________ ______________________ All notices and communications shall be deemed given at the expiration of three (3) days after the date of mailing. The address to which notices or other communications shall be mailed shall be changed from time to time by giving written notice to the other party as provided above. (c) In the event of a default under this Agreement, the defaulted party shall reimburse the non-defaulting party or parties for all costs and expenses reasonably incurred by the non-defaulting party or parties in connection with the default, including without limitation, attorney’s fees. Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this Agreement, the prevailing party or parties shall be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including without limitation, reasonable attorney’s fees at the trial level and on appeal. (d) No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. (e) This Agreement shall be governed by and shall be construed in accordance with the laws of the State of ________________. (f) This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties. WITNESS OUR SIGNATURES, this the _______ day of _____________, 20___ . ___________________________ Download Word Document In English. (Rs.60/-)
- Business Operating Agreement
Business Operating Agreement Download Word Document In English. (Rs.40/-) This Business Operating Agreement, referred to herein as the Agreement, is made this ________ by and between ______, a resident of ___________, and his partner, ______, a resident of ____________, who are referred to herein as either the Partners or the Members, both terms having the same meaning. The Members have formed a Limited Liability Company, which is known as XYZ Enterprises, LLC under the laws of the Commonwealth of Pennsylvania, and which is referred to herein as the Company. The two Members listed in the preceding paragraph are the only Members of the Company. In consideration of the mutual promises contained in this Agreement, and in order to establish procedures for operating the Company, and intending to be legally bound by the terms and conditions set forth herein, the Members hereby agree as follows. A. The Company and its Business The primary business to be conducted by the Company shall be the acquisition of merchandise from various sources, and reselling it on the Internet website known as _____. The Company shall also act as a Trading Assistant, whereby it sells merchadise for others for a fee on _______. The Company may also engage in any other lawful business that the Members may approve. The name of the Company shall be registered as a trademark with the Office of the Secretary of State of the Commonwealth of Pennsylvania. The registered office of the Company, and its principal place of business shall be located at __________, which is the home of ______, a Member of the Company. This is a home-based business. Each Member is employed by another company. Each member shall work on the business of the Company part time as a second job, and will devote time to the business, as it is available, primarily on weekends. The business will not maintain regular working hours, but each Member will work whatever hours that are required to accomplish their respective responsibilities as set forth in this Agreement. B. Capital Contributions Each Partner shall make equal contributions to the capital of the Company. Each Partner shall provide their own computer for use in the Company’s business, and shall contribute the amount of Rs.1,000.00 in cash each for working capital. Subsequent capital contributions shall be provided by each Partner as may be required from time to time to operate the Company’s business adequately. Each Partner shall own an equal 50% share of the Company and its business. C. Accountability The responsibilities for each Partner’s role in operating the Company’s business are set forth in more detail later in this Agreement. ______ is responsible for acquiring suitable merchandise for resale. ______ is responsible for selling the merchandise acquired by her Partner. Each Partner shall be accountable to the other Partner for the satisfactory performance of their responsibilities, and shall devote whatever time and effort that may be required to accomplish the goals that may be established by mutual agreement between the Partners from time to time. The Company is organized as a Limited Liability Company (LLC) pursuant to the Business Corporation Law of the Commonwealth of Pennsylvania. Having two Members, the Company shall be taxed by the Internal Revenue Service as a Partnership. D. Liability The personal liability of each Member shall be limited to their respective investment in the Company. The Members shall not be subject to joint and several liability as would affect the general partners in a general partnership. The Company subscribes to the highest personal standards of ethical conduct in any activity related to the Company’s business. Any improper, unethical or illegal activity undertaken by either Member shall be deemed to have been disavowed by the Company, and shall not affect the liability of the other Member. One Member shall not be held liable for the illegal activity of the other Member, provided the innocent Member had no knowledge or participation in such illegal activity. Each Member shall be personally responsible for 50% of any debt that is incurred legitimately by the Company. E. Authority a. The Partners shall meet at least once a week, at a time that is mutually agreeable, at the office of the Company, to discuss the business of the Company. Each Partner shall have an equal vote in making decisions affecting the conduct of the Company’s business. All decisions shall be made by consensus. In order to avoid a possible impasse or deadlock, in the event that the Partners are unable to agree on a major business decision, the matter shall be submitted for decision by the accountant who is retained by the Company to keep its books. The decision of the accountant shall be binding upon the Partners. If, for any reason, the accountant is unable or unwilling to make such a decision, the matter in controversy shall be referred to the lawyer who represents the Company, whose decision shall be binding upon the Partners. Each Partner is authorized to make decisions affecting his/her area of responsibility, as set forth in Section F, below, in the normal course of business, without consulting the other partner, provided the decision does not exceed the amount of $5,000.00. Any decision affecting more than $5,000.00 must have the prior approval of the other Partner. The Company shall be managed directly by its Members. The Company will not utilize a Manager unless the Members decide to do so by unanimous decision. Either Partner may sign a check drawn on the Company’s bank account, provided the amount of the transaction does not exceed $5,000.00. Both Partners must sign any check in an amount more than $5,000.00. F. Responsibilities 14 a. ______ shall be responsible for acquiring merchandise to resell. In this capacity, he shall attend auctions, flea markets and make purchases from other dealers. He shall acquire sufficient merchandise such that its resale value is adequate to meet the sales goals established by the Company. ______ shall also be the Chief Executive Officer of the Company. ______ shall be responsible to sell the merchandise on eBay, or any other similar website. Direct sales to private parties are allowed. ______ shall also keep the books of financial accounts for the Company, and shall be its Chief Financial Officer. 15. Individual workloads will be established at the weekly meetings of the Partners as set forth in Section 12 a., above. Each Partner is encouraged to exercise individual initiative in order to achieve the goals of the Company, and provide for its prosperity. G.Personnel The selection of professional service providers, such as accountant, lawyer, insurance agent and banker, shall be made by consensus between the Partners. New Members shall be admitted to the Company only by unanimous agreement among the existing Members. As a condition of membership in the Company, new Members shall be required to execute a Joinder Agreement, whereby they subscribe to all the terms and conditions of this Business Operating Agreement, or whatever version hereof is in effect at the time. Employees and/or independent contractors shall be hired by the Partners as the needs of the business may require. Vendors and/or suppliers of goods or services that may be required by the Company may be selected by either Partner as needed. Buyers of the Company’s merchandise may be selected by either Partner. H. Insurance 21.The need for general Liability insurance, Property insurance, Keyman Life and Disability insurance, and any other insurance coverage related to the Company and its business shall be determined by the Partners by mutual agreement. 22.Employee benefits, such as life insurance, disability insurance, pensions and any other similar benefits shall be provided as the Partners may decide by mutual agreement. 23.Providing Key man insurance is covered in section 21, above. I.Ownership and Compensation Each Member owns an equal 50% interest in the Company and its business. In the event that new Members are admitted, pursuant to the provisions of Section 17, above, new Membership interests shall be determined and allocated by the unanimous agreement of all existing Members. Compensation and distribution of profits shall be made to the Members in equal shares, unless otherwise agreed by mutual consent. Any losses incurred by the Company shall be allocated among the Members in equal shares, unless otherwise agreed my mutual consent. The retention of profits for reinvestment in the Company’s business from time to time shall be made as the Members may agree unanimously. Salaries for the Members and any employees that may be hired shall be established and paid as the Members may determine by unanimous agreement. Company perquisites, such as company-owned cars and similar benefits, shall be provided to Members and/or employees as the Members may determine by unanimous decision. Employee benefits such as vacation, paid holidays, sick time, family time, mental health time and similar benefits shall be provided, as the Members shall determine by unanimous decision. Conditions which affect a Member’s ability to work productively, such as serious illness, disability or other unexpected situation shall be dealt with as the Members may decide by mutual agreement. Any extended absence from work of a Member, which adversely affects the performance of the Company and/or its business, shall be dealt with as the need arises in such manner as the Members may decide by mutual agreement. The continuation of pay and benefits during any such period of extended absence from work or disability shall be subject to unanimous agreement among all Members. Pursuant to the provisions of Section 14 b., above, the books of account shall be kept by ______. An accountant shall be selected by the Members to prepare regular financial reports and tax returns for the Company. Both of the Members have other jobs outside the Company, as stated in Section 4, above, and are expected to spend most of their working time for their outside employment. Nevertheless, in the event a Member is unable to devote sufficient time to his/her responsibilities as set forth in Section F, above, to the extent that it adversely impacts the performance of the Company and its business, that Member may be subject to having his/her compensation adjusted, or other measures taken as the Members may mutually agree, notwithstanding any provisions to the contrary contained in Section I, pertaining to equal compensation of Members. As stated in Section 10, above, the Company adheres to the highest standards of personal integrity. Accordingly, all Members shall scrupulously avoid at all times any activity that could be detrimental to the welfare of the Company and its business. Any such conflict of interest that may arise would be grounds for severe disciplinary measures being taken against the offending Member, up to and including having his/her Membership in the Company revoked or terminated. J.Buy-Sell Agreement In the event of the death of a Member, the value of the deceased Member’s interest in the Company, as determined according to the provisions of Section 37, below, shall be paid to the personal representative of the Member’s estate. The value of a Members interest in the Company shall be based on the Book Value of such interest, as determined by the accountant who prepares regular financial statements for the Company. If a Member leaves the Company, his/her employment with the company shall be terminated. The departed Member shall be paid the value of his/her interest in the Company as provided in Section 37, above, except as provided in Section 39, below. If a Member leaves the Company to work for any competitor of the Company, the value of his/her interest in the Company, which shall be paid to the departing Member shall be reduced as the remaining Members may mutually agree. No Member shall sell his/her interest in the Company to any person who is not a Member, unless the interest is first offered for sale to the remaining Members, who have a right of first refusal. Such offer must be in writing. Only if the remaining Members decline to purchase the Member’s interest within 30 days of the date of the written offer of sale, may the Member’s interest be sold to an outsider who is not already a Member. Any attempt to sell a Member’s interest in violation of the terms of this section J.shall be null and void, and will not be honored by the Company . Members shall not be required to sign a Non-Competition agreement, but they shall also observe the above-stated standards of personal integrity, and shall take no action that would be detrimental to the Company. Any Member who fails to comply with all the provisions of this Agreement shall have his/her Membership revoked by the other Members. Any offer to buy the Company or its business shall be referred to the Members for evaluation. The Members must agree unanimously in order to sell the Company or its business. K. Company Dissolution Upon dissolution of the Company, its assets will be offered for sale at their Book Value, first, to the Members in proportion to their respective shares in the Company, and then to the public. Shared assets shall be offered for sale to the public. Any intellectual property owned by the Company, and proprietary information, such as customer lists, and Company files and records shall be disposed of as the Partners may mutually agree. The continuing use of the Company name and logo shall be determined by the mutual consent of the members. In the event of a dispute between the Members that cannot be reconciled, the members agree not to resort to litigation in court, but in lieu thereof agree to submit the dispute to binding arbitration under the rules of the American Arbitration Association. This Agreement may be amended only by the unanimous consent of the members. WITNESS the due execution of this Business Operating Agreement, consisting of 48 numbered sections on six pages, as of the day and year first written above, by the undersigned Members, being all the Members of XYZ Enterprises, LLC. __________________________________ ______________________________
- ADDENDUM TO RENT AGREEMENT
ADDENDUM TO RENT AGREEMENT This Addendum, dated ____________, is an amendment to the Lease Agreement, entered into on ___________ for the premises located at ___________________________________________________ for the current lease term of (begin date) ____________ (end date) ___________ and/or the renewal lease term of (begin date) __________ (end date)_____________ The parties hereto acknowledge and agree that all of the terms and conditions contained in said Lease Agreement shall remain in full force and effect, except as amended herein. The parties further acknowledge and agree that this Addendum shall be incorporated by reference into said Lease Agreement and set forth therein. Accordingly, said Lease Agreement shall be amended as follows: Name Deletion. Name deletion is the removal of a person from a lease agreement with the permission of all parties to the lease agreement and with the Property Manager’s approval. All persons on the Lease Agreement must sign this form to acknowledge that they give Management Services Corporation authority to make the following change to the Lease Agreement. Effective ____________, _____________________________________________________________________ _______________________ (Resident) shall be removed from the Lease Agreement at the aforementioned premises and is no longer responsible for the terms and conditions of the Lease Agreement. This Addendum also releases said Resident from any and all existing damages and past due monies owed. MSC will not refund any portion of the security deposit to the Resident being released from the Lease Agreement. Removing a resident from a lease agreement will not result in any rent reduction. Name Addition. Name addition is the adding of a person to a lease agreement with the permission of all parties to the lease agreement and with the Property Manager’s approval. All persons on the Lease Agreement must sign this form to acknowledge that they give Management Services Corporation authority to make the following change to the Lease Agreement. Effective ___________, __________________________________________________________________________________________ Resident shall be added to the Lease Agreement at the aforementioned premises and is now responsible for all of the terms and conditions contained in the Lease Agreement, which includes any and all existing damages and past due monies owed. New Residents are also responsible for obtaining a copy of the MSC Policies and Procedures manual from current Residents and adhering to the guidelines as stated therein. Landlord agrees that the Resident(s) has added ______ deleted ______ Resident(s), bringing the total number of Resident(s) to __________. Rent will increase by _________ for any additional resident over the number of bedrooms at Woodrow Apartments. This only applies to 2 and 3 bedroom apartments. Renewal rates will only apply if at least one resident from the current contract remains on the lease. If the completion of this addendum results in the removal of all current residents the market rate will apply. The monthly rent will then be _________________. RESIDENT HEREBY ACKNOWLEDGES RECEIPT OF THE APARTMENT POLICIES AND PROCEDURES HANDBOOK AND AGREES THAT THE APARTMENT POLICES AND PROCEDURES HANDBOOK IS INCORPORATED BY REFERENCE INTO THIS LEASE AGREEMENT AND RESIDENT FURTHER AGREES TO COMPLY WITH IT INCLUDING ANY REASONABLE MODIFICATIONS WHICH LANDLORD MAY MAKE OF WHICH RESIDENT HAS NOTICE. FURTHER BY INITIALING BELOW RESIDENT ACKNOWLEDGES RECEIPT OF THE FOLLOWING: LEAD BASED PAINT AND ASBESTOS DISCLOSURE, IF APPLICABLE. Initials: __________________________________________________________________________________________________ Management will provide notice to residents as deemed necessary via electronic delivery. By providing current and accurate contact information below Resident acknowledges and agrees to this provision and will accept notice via email and text messaging (*standard text messaging fees may apply – to opt out simply respond “stop” to the text message). It is the resident’s responsibility to notify Management if the contact information listed below changes during the lease term. Further, should resident elect to have notice sent and received in paper form, please so notify Management in writing of this election. Management Services Corporation does not sell, rent, loan, trade, or lease the addresses on our lists to anyone. Resident agrees to be contacted in one of the following ways. Phone: Text: Email: Phone: Text: Email: Phone: Text: Email: Phone: Text: Email: The landlord must list the name of each leaseholder on the check for your security deposit return, should one be made, when your lease expires. By providing a name below you give Management Services Corporation the right to return the security deposit to the Resident listed below. If no name is provided and a security deposit return is prepared it will be made payable to all Residents on the lease at that time. There is no charge for the first name change completed during a contract term. Any additional name changes will incur a processing fee of ____ due upon signing this addendum. An application fee applies for all new Residents adding to a lease. All new applicants must qualify under the current Management Services Corporation’s rental criteria. All lessees are subject to re-qualification guidelines when a name deletion occurs. Please acknowledge your receipt and understanding of this Addendum to the Lease Agreement by signing below. This Addendum is not in full force and effect until all parties have satisfactorily fulfilled the property’s rental criteria and have signed below. Resident(s) Occupying: _______________________________________ ____________________________________________ Print Name Signature Date ________________________________________ ____________________________________________ Print Name Signature Date _______________________________________ _____________________________________________ Print Name Signature Date _______________________________________ _____________________________________________ Print Name Signature Date Resident(s) Vacating: _______________________________________ ____________________________________________ Print Name Signature Date _______________________________________ ____________________________________________ Print Name Signature Date _______________________________________ ____________________________________________ Print Name Signature Date _______________________________________ ____________________________________________ Print Name Signature Date Property Manager______________________________ Date: THIS ADDENDUM IS NOT VALID AND ENFORCABLE UNTIL IT HAS BEEN SIGNED BY ALL RESIDENTS AND BY THE PROPERY MANAGER. THIS ADDENDUM MAY BE VOIDED WITHOUT FURTHER NOTICE IF NOT COMPLETED WITHIN 30 DAYS OF INITIATION. Name of Contact ______________________________ Residents Initials _____/_____/_____/_____/_____/_____ Download Word Document In English. (Rs.40/-)
- MOTOR VEHICLE CONVEYANCE
MOTOR VEHICLE CONVEYANCE (To be made in duplicate if the vehicle is held under an agreement of hire-purchase / lease / hypothecation. The duplicate copy with the endorsement of the Registering Authority to be returned to the Financier simultaneously on making the entry of the transfer of ownership in the Certificate of Registration and Registration Record in Form 24) To The Registering Authority………………………………………………………………………. PART I – FOR THE USE OF THE TRANSFEROR Name of the transferor……………………………………………………... ………………………………. Son/Wife/Daughter of……………………………………………………………………………………….. Full Address………………………………………………………………………………………………….…………………………………………………………………………………………………………….………………………………………………………………………………………………………………. I/We, hereby declare that I/We have on this………………………day of the year………………………..sold my/our motor vehicle bearing Registration mark ………………………………… to Shri./Smt ………………………………………… Son/Wife/Daughter of ……………………………………………………………… residing at……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..(full address) and handed over the Certificate of Registration and the Certificate of Insurance to him/her/them. I/We hereby declare that to the best of my/our knowledge the certificate of registration of the vehicle has not been suspended or cancelled. I/We enclose the “No Objection Certificate” issued by the Registering Authority. *If the “No Objection Certificate” issued from the Registering Authority is not enclosed, the transferor should file along with this application a declaration as required under sub-section (1) of section 50. Date……………………… Signature or thumb impression of the Transferor Details of suspension or cancellation. *Strike out whichever is inapplicable. PART II – FOR THE USE OF TRANSFEREE Name of the Transferee…………………………………………………………………………………….. Son/Wife/Daughter of………………………………………………………………………………………. Age………………………………. Full address……………………………………………………………. ………………………………………………………………………………………………………………. ……………………………………………………………………………………………………………… ………………………………………………………………………….(Proof of address to be enclosed). I/We hereby declare that I/We have on this…………………day of the year…………………….. purchased the motor vehicle bearing registration number…………………………….. ………………….. from…………………………………………………………………………………………………… ……………………………………………………………………………………………………………… ………………………………………………(name and full address) and request that necessary entries regarding the transfer of ownership of the vehicle in my/our name may be recorded in the certificate of registration and certificate of fitness of the vehicle, which is enclosed. The certificate of Insurance is also enclosed. To the best of my knowledge and belief I/We have not suppressed any facts and information furnished is true. The vehicle is not super dari and free from all encumbrances. I/We undertake to hold myself responsible for any inaccuracy of the information. Date……………………… Signature or thumb impression of the Transferee CONSENT OF THE FINANCIER IN THE CASE OF MOTOR VEHICLE SUBJECT TO AN AGREEMENT OF HIRE-PURCHASE/LEASE/HYPOTHECATION I/We being a party to an agreement of hire-purchase/lease/hypothecation in respect of motor vehicle specified above, give consent to the transfer of ownership of the said motor vehicle in the name of the Transferee named above, with whom I/We have entered into an agreement of hire-purchase/lease/hypothecation. (Full name and address of the Financier) Date…………………… Signature of the Financier OFFICE ENDORSEMENT Ref. No………………………………… Office of the………………………………………………………………….. The transfer of ownership of vehicle under continuation of an endorsement of hire-purchase /lease/ hypothecation agreement has been recorded with effect from……………………………in the Registration Certificate of the vehicle…………………………………and in the Registration Record of this office in Form 24. Date………………………….. Signature of the Registering Authority To The Financier………………………………………………………………………………………………………… (To be sent by Registered Post Acknowledgment Due) Specimen signature or thumb impression of the registered owner and the Financier are to be obtained in the original application for affixing and attestation by the Registering Authority with the office seal in Forms 23 and 24, in such manner that the parts of impression of seal or stamp and attestation shall fall upon each signature. Specimen signatures of the Financier Specimen signatures of the Registered Owner 1…………………………………………….. 1……………………………………………………… 2……………………………………………. 2……………………………………………………… Download Word Document In English. (Rs.20/-)
- Security Bond to be given on Order being made to Stay Execution of Decree
Security Bond to be given on Order being made to Stay Execution of Decree.(O.41, R.5.) (Title) To THIS security bond on stay of execution of decree executed by.................witnesseth:-- That, ..............the plaintiff in Suit No. ........... of: 19, having sued, the defendant, in this Court and a decree having been passed on the ...........day of ............19......... in favour of the plaintiff, and the defendant having preferred an appeal from the said decree in the Court, the said appeal is still pending. Now the plaintiff decree-holder having applied to execute the decree, the defendant has made an application praying for stay o execution and has been called upon to furnish security. Accordingly I, of my own free will, stand security to the extent of Rs. mortgaging the properties specified in the schedule hereunto annexed and covenant that if the decree of the first Court be confirmed or varied by the Appellate Court the said defendant shall duly act in accordance with the decree of the Appellate Court and shall pay whatever may be payable by him there under, and if he should fail therein then any amount so payable shall be realized from the properties hereby mortgaged, and if the proceeds of the sale of the said properties are insufficient to pay the amount due, I and my legal representatives will be personally liable to pay the balance. To this effect I execute this security bond this .......day of.........19........, Schedule Witnessed by 1. 2. Download Word Document In English. (Rs.15/-) Download PDF Document In Hindi. (Rs.20/-) Download PDF Document In Marathi. (Rs.15/-)
- Decree for Rectification of Instrument
Decree for Rectification of Instrument (Title) IT is hereby declared that the..........., dated the.............day of.........19............, does not truly express the intention of the parties to such............ And it is decreed that the said be rectified by.............. Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)
- Defence in Administration Suit by Pecuniary Legatee
Defence in Administration Suit by Pecuniary Legatee 1. A.B.'s will contained a charge of debts; he died insolvent; he was entitled at his death to some immovable property which the defendant sold and which produced the net sum of Rs......., and the testator had some movable property which the defendant got in, and which produced the net sum of Rs......... 2. The defendant applied the whole of the said sums an d the sum of Rs...........which the defendant received from rents of the immovable property in the payment of the funeral and testamentary expenses and some of the debts of the testator. 3. The defendant made up his accounts and sent a copy thereof to the plaintiff on the ..........day of 19.........., and offered the plaintiff free access to the vouchers to verify such accounts, but he declined to avail himself of the defendant's offer. 4. The defendant submits that the plaintiff ought to pay the costs of this suit. Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)
- COMPUTER SERVICES AGREEMENT
COMPUTER SERVICES AGREEMENT Download Word Document In English. (Rs.50/-) This Computer Services Agreement (the “Agreement”) is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Computer Service provide"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Client"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] is in the business of providing Computer management and other Computer agency services; WHEREAS the Client wishes to obtain such services exclusively from [YOUR COMPANY NAME] and [YOUR COMPANY NAME] wishes to be the exclusive provider thereof to the Client, subject to the terms and conditions of this Agreement; NOW THEREFORE in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: 1.1 “Agreement” shall mean this document and the annexed schedules which are incorporated herein together with any future written and executed amendments. 1.2 “Associated Staff” shall mean any officer, director, employee, agent, or student of the parties, and any other person involved in the execution of this Agreement. 1.3 “Documentation” shall mean all documents, regardless of form, relating to the Services. 1.4 “Material” shall mean any and all information and materials, relating to a party’s business, given to the other party from time to time for review, data processing, or for any other reason, and all copies thereof regardless of form or storage medium, including, but not limited to, documentation, notes, formulae, components, drawings, data, flow-charts, plans, specifications, techniques, processes, algorithms, inventions, prototypes, protocols, patent portfolio, pre-clinical and clinical studies, contracts, marketing and other financial and business plans, business processes and methods of doing business and includes all confidential and proprietary information which is at any time so designated by either party, either in writing or orally. 2. SCHEDULES 2.1 The following Schedules are attached hereto and are hereby incorporated by reference and made part of this Agreement: 2.1.1 Schedule “A” – Services 2.1.2 Schedule “B” - Fees & Payment 2.1.3 Schedule “C”- Service Level Agreement 2.1.4 Schedule “D”- Other & Risk/Reward Program Attachment 3. SUBJECT/SCOPE OF AGREEMENT 3.1 [YOUR COMPANY NAME] will provide the services described in Schedule “A”, attached hereto (the “Services”), to the Client according to the terms and conditions of this Agreement. [YOUR COMPANY NAME] will use its best efforts, skill and ability in performing the Services under this Agreement. 4. RELATIONSHIP OF THE PARTIES 4.1 As [YOUR COMPANY NAME] is undertaking to perform Services for the Client, and is doing so as an independent contractor and not as an employee, agent, partner, or joint venturer of the Client, [YOUR COMPANY NAME]’s fees will be limited to those 8stated in Schedule “B” to this Agreement. [YOUR COMPANY NAME] will not participate in any of the Client’s employee benefit plans nor receive any other compensation beyond that stated in such Schedule “B”, a copy of which has been appended hereto and initialed by the parties for identification. [YOUR COMPANY NAME] will not have any power or authority to bind the Client or to assume or create any obligation or responsibility, express or implied, on the Client’s behalf or in the Client’s name, and [YOUR COMPANY NAME] will not represent to any person or entity that [YOUR COMPANY NAME] has such power or authority. 5. [YOUR COMPANY NAME]’S STATUS 5.1 [YOUR COMPANY NAME] is an independent contractor. The Client is not responsible for verifying the existence or sufficiency of the qualifications, authorizations, permits or licenses of [YOUR COMPANY NAME] and/or [YOUR COMPANY NAME]’s employees. [COMPANY NAME] represents and warrants that [YOUR COMPANY NAME] and any employees of [YOUR COMPANY NAME] are authorized to work and are not acting and will not act during the term of this Agreement in violation of any applicable laws and the regulations thereunder or any agreement it has entered into with a third party. The parties will indemnify each other against any and all claims, damages, losses and other liabilities including, but not limited to, fines, penalties and/or attorneys’ fees incurred by the parties and/or either party’s employees or agents are not authorized to perform all or part of the Services. 6. FEES AND EXPENSES 6.1 The fees and payment for [YOUR COMPANY NAME]’s Services shall be as specified in Schedule “B”, attached hereto. 6.2 The Client shall be responsible for all Computer costs and charges, including, without limitation, prepaid ticket charges, rush ticket deliveries, invoice/ticket reprints, penalties, waivers, cancellation charges, airline service fees, void processing fees and penalty fares incurred by it, as well as the cost of lost ticket applications, ticket copies and ticket usage verifications, unless same is incurred as a result of the negligence or misconduct of [YOUR COMPANY NAME]. 6.3 The Client will pay interest on any overdue accounts at a rate of [PERCENTAGE %] per annum calculated monthly from the due date to the date of payment. 7. MATERIALS AND/OR SUPPLIES 7.1 Unless otherwise expressly specified in this Agreement, the Client shall supply, at the Client’s sole expense, all materials, supplies and other resources necessary to perform the Services. 7.2 In the event that any material, supply or other resource is supplied by the Client, and unless expressly specified in this Agreement, such material, supply or other resource must be promptly returned to the Client, upon request or upon expiry or termination of this Agreement for any reason. Such material, supply or other resource must be packaged appropriately to ensure its protection upon return to the Client and be returned in good working order and in an appropriate state of repair, taking into consideration normal wear and tear during the course of the performance of the Services. Should [YOUR COMPANY NAME] fail to fulfill its obligations under this Subsection 7.2, [YOUR COMPANY NAME] shall be liable for the cost of replacement of such material, supply or other resource in the condition such equipment, tool, material, supply or other resource would have been had these obligations been fulfilled. 8. TERM 8.1 This Agreement will come into force as of the Effective Date and will expire on [DATE] (the “Initial Term”) unless extended by the parties in writing or otherwise terminated by the parties in accordance with the terms of this Agreement subject to earlier termination according to Section 9, hereof. 8.2 At the end of the Initial Term, this Agreement will be automatically renewed for successive [NUMBER] year terms (a “Renewal Term”) unless either Party provides written notice to the other Party of its desire to terminate this Agreement in accordance herewith. 9. TERMINATION 9.1 The Client shall have the right to terminate or cancel all or part of the Services contemplated by this Agreement or any request for Services on any specific task at any time by giving [YOUR COMPANY NAME] [NUMBER] days prior written notice of its intent to so terminate or cancel. If the Client desires to cancel or terminate any or all of [YOUR COMPANY NAME]’s activities, [YOUR COMPANY NAME] will assemble and turn over forthwith in an orderly fashion to authorized representatives of the Client the Material, Documentation, including drafts of all write-ups, notes, and other information, materials and deliverables related to the Services. If the Client terminates this Agreement before the end of the Initial Term, or the Renewal Term, as the case may be, it shall pay [YOUR COMPANY NAME] only for Services satisfactorily performed and not previously paid, and any justified irrevocably obligated reasonable expenses for non-cancellable commitments, up to the effective date of termination. 9.2 In the event that [YOUR COMPANY NAME] or any of its employees, agents or sub-contractors violates any of the terms of this Agreement, including the Schedules or Attachments thereto, or if [YOUR COMPANY NAME]’s employees or agents fail to perform the Services to the Client’s satisfaction, the Client shall have the right to provide notice to [YOUR COMPANY NAME] that it is terminating this Agreement forthwith with no further obligation or liability other than for payment of any Services that have, to that date, been performed by [YOUR COMPANY NAME] to the reasonable satisfaction of the Clients. 9.3 The Client shall incur no liability, under this Agreement or otherwise for Services not satisfactorily performed and may request the immediate replacement of any of [YOUR COMPANY NAME]’s personnel. 9.4 If the Client finds [YOUR COMPANY NAME] to be uncompetitive according to general industry standards, the Client may give [YOUR COMPANY NAME] written notice thereof. If [YOUR COMPANY NAME] has not remedied the deficiency within [NUMBER] days of receipt of the notice, the Client may terminate this Agreement immediately on giving written notice to [YOUR COMPANY NAME]. 9.5 If [YOUR COMPANY NAME] is in material default of its obligations hereunder, the Client may terminate this Agreement if, [NUMBER] days after giving written notice of the default to [YOUR COMPANY NAME], the default has not been remedied or reasonable efforts have not been undertaken to remedy it. 9.6 If the performance of this Agreement or any obligation hereunder, except the payment of monies, is prevented, restricted or interfered with by reason of any cause beyond the reasonable control of the affected Party, the affected Party shall, upon immediate notice to the other Party, be excused from such performance to the extent of such prevention, restriction or interference, provided that the Party so affected shall use its best efforts to resume performance hereunder with the utmost dispatch whenever such causes are removed. If such performance cannot be resumed within [NUMBER] days after the date of notice by the affected Party, then the Client shall have the right to provide notice to [YOUR COMPANY NAME] that it is terminating this Agreement forthwith with no further obligation or liability other than for payment of any Services that have, to that date, been performed by [YOUR COMPANY NAME] to the reasonable satisfaction of the Client. 9.7 If either Party becomes bankrupt or insolvent or if a petition or other proceeding is filed by or against a Party for re-organization, arrangement or relief under any law relating to bankruptcy or insolvency, or if a receiver is appointed in respect of a Party’s property and assets or a substantial part thereof, or if a Party makes an assignment for the benefit of creditors or if proceedings are instituted for the liquidation or winding-up of the business or assets of a Party, then such acts shall be considered a default under this Agreement. In such event, the non-defaulting Party may, at its option, terminate this Agreement upon providing notice in writing to the other Party hereto. This agreement, once such notice is given, shall be terminated forthwith with no further obligation or liability other than for payment of any Services that have, to that date, been performed by [YOUR COMPANY NAME] to the reasonable satisfaction of the Client. 10. DUTIES AND OBLIGATIONS OF [YOUR COMPANY NAME] 10.1 [YOUR COMPANY NAME] shall: 10.1.1 use its best efforts to make available to the Client the lowest fares available for all arrangements requested by the Client employees and comply with the Client’s Computer policies in effect from time to time; 10.1.2 use its best efforts to ensure that third party providers of airline, hotel or vehicle services or other third party goods or services suppliers, selected or used by the Client in the provision of Services to the Client hereunder, are solvent and provide high quality services; and 10.1.3 monitor compliance & report supplier compliance with the Client’s Computer policies as communicated to [YOUR COMPANY NAME] from time to time. 11. DUTIES AND OBLIGATIONS OF THE CLIENT 11.1 The Client shall: 11.1.1 designate [YOUR COMPANY NAME] as the Clients exclusive supplier of Services, in all relevant internal communications; 11.1.2 not use the corporate Computer services of any other provider, unless [YOUR COMPANY NAME] is unable or unwilling to provide the Services to the Client at or below competitive rates; 11.1.3 instruct all of its employees to use [YOUR COMPANY NAME] for individual/transient business Computer, unless [YOUR COMPANY NAME] is unable or unwilling to provide the Services at or below competitive rates; 11.1.4 maintain and communicate a written Computer policy to be used by (i) all [YOUR COMPANY NAME] employees when making Computer arrangements; and (ii) all [YOUR COMPANY NAME] personnel when booking Computer arrangements for the Clients employees; 11.1.5 designate a major credit card, to which [YOUR COMPANY NAME] shall charge all airline, hotel and car rental reservations & service fees in respect of authorized Computer by the Clients employees; 11.1.6 consider efficient technologies made available by or through [YOUR COMPANY NAME], which may involve additional costs; and 12. CONFIDENTIALITY 12.1 The following constitutes the applicable Party’s “Confidential Information”: this Agreement together with the Schedules attached hereto; any computer software or other technical information, technology, research, design, idea, process, procedure, or improvement, or any portion or phase thereof; information relating to any of the other Party’s current or proposed products, services, methods, businesses or business plans, marketing, pricing, distribution and other business strategies; lists of, or any other information relating to, any of the other Party’s customers, suppliers, dealers, agents or employees and such Party’s relationship therewith; the Material and Documentation and any financial information relating to any of the foregoing. All disclosures of Confidential Information by one Party to the other are made solely on a confidential basis and as trade secrets. Accordingly, each Party shall maintain the confidentiality of all Confidential Information during the Initial Term and any Renewal Term and at all times thereafter, irrespective of the manner or method in which it is terminated. 12.2 Each Party shall: 12.2.1 not disclose any Confidential Information to any person except to its employees or authorized agents who have a "need to know" to enable the Party to fulfill its obligations hereunder, except with the other Party’s specific prior written authorization; 12.2.2 advise each such employee or agent before he or she receives direct or indirect access to such Confidential Information of the obligations of the Party under this Agreement, and ensure that each such person to whom Confidential Information is thus disclosed enters or has entered or is otherwise bound by a written confidentiality agreement which extends the Party’s obligations hereunder to such person; 12.2.3 take strict precautions, at a minimum those as the Party affords its own most secret or highly confidential information, to safeguard and protect from direct or indirect disclosure to any other person all Confidential Information disclosed to it by the other Party, or otherwise received by it; and 12.2.4 immediately return to the other Party or, upon the other Party’s written request destroy, all tangible materials concerning Confidential Information, including, but not limited, to memoranda, notes, reports, agreements, documents, drawings, hardware, disks and tapes, as well as all copies or extracts thereof, whether such material was made or compiled by the receiving Party or furnished by the disclosing Party. 12.3 The foregoing obligations shall not apply to Confidential Information: (a) that becomes publicly known through no act of the receiving Party contrary to this Agreement; (b) that is received in good faith by a Party from a third party having legitimate possession of the information disclosed and the right to make such disclosure; (c) that was in the receiving Party’s legitimate possession prior to disclosure hereunder; (d) that is approved for disclosure by express written approval of the disclosing Party; or (e) that is disclosed pursuant to a legal requirement. 12.4 Neither Party shall disclose the existence or the contents of this Agreement to any third party or use it for publicity purposes without the prior written consent of the other, unless such disclosure is required by law. [YOUR COMPANY NAME] has the Client’s consent to use its name in serial listings of [YOUR COMPANY NAME]’s Clients. Specific written authorization must be obtained from the Client to use its name for any other purpose. 12.5 The parties acknowledge that certain personal information of the Client’s employees (and any other persons associated with the Client who will be Computerling pursuant to the Services being provided herein) will be collected, held and used by [YOUR COMPANY NAME] for the purposes of providing the Services. The Client confirms that it has obtained or will obtain the consent of such employees and persons for the collection, holding and use of such personal information by [YOUR COMPANY NAME] for the purpose of enabling [YOUR COMPANY NAME] to provide the Services. [YOUR COMPANY NAME] shall take all appropriate technical and organizational measures to prevent unauthorized or unlawful processing, unwarranted disclosure, or accidental loss, destruction of, or damage to, such personal information. 13. LIMITATION OF LIABILITY 13.1 [YOUR COMPANY NAME], in providing Services pursuant to this Agreement, shall not be responsible or liable for any acts, errors, omissions, delays, missed connections, accidents, losses, injuries, deaths, property damage, or any indirect or consequential damages resulting therefrom, which may be the result of action, inaction, default or insolvency of any airline, hotel, car supplier, other third party goods or service suppliers except in the case of negligence or misconduct by [YOUR COMPANY NAME]. [YOUR COMPANY NAME] does not give any representation or warranty with respect to any aspect of any third party supplier’s services. In the event of a supplier’s default with respect to all or any part of such supplier’s services, The Client’s sole recourse shall be with the supplier, and shall be subject to said supplier’s own terms and conditions. 13.2 In no event and under no circumstances shall either Party be liable for any indirect, incidental, consequential or special damages, including, without limitation, loss of revenue or loss of profits, for any reason whatsoever arising under this Agreement, whether arising out of breach of warranty, breach of condition, breach of contract, tort, civil liability or otherwise. 13.3 In all events, [YOUR COMPANY NAME]’s absolute liability under, or in any way related to this Agreement, whether arising out of breach of warranty, breach of condition, breach of contract, tort or otherwise, shall be limited to the dollar value of the fees earned by [YOUR COMPANY NAME] under this Agreement, as provided in Schedule B, attached hereto. 13.4 [YOUR COMPANY NAME]’s liability for negligence, breach of this Agreement or any other claim in damages and losses shall not exceed the total amount owed to the Client by [YOUR COMPANY NAME] under this Agreement at the time of the breach. 14. REPRESENTATIONS AND WARRANTIES 14.1 Each party hereby represents and warrants to that: 14.1.1 Each party has all required capacity and corporate authorization to enter into this Agreement and be bound by the obligations provided hereunder; 14.1.2 the execution of this Agreement by [YOUR COMPANY NAME] and the performance of its obligations hereunder will not constitute a violation or breach of any obligation of any agreement between [YOUR COMPANY NAME] and any third party or a violation of [YOUR COMPANY NAME]’s legal obligations; and 14.1.3 [YOUR COMPANY NAME] holds sufficient rights to use all materials, supplies or resources used in the performance of the Services under this Agreement, free and clear of any encumbrances. 15. INSURANCE AND INDEMNIFICATION 15.1 During the term of this Agreement, [YOUR COMPANY NAME] shall procure and maintain comprehensive general liability insurance, which shall include blanket broad form contractual liability coverage, with limits of not less than [AMOUNT IN LETTERS] ([AMOUNT]) per occurrence for bodily injury and property damage, combined single limit. [YOUR COMPANY NAME] shall also procure and maintain worker’s compensation insurance in accordance with relevant provincial/state statutory limits, employer’s liability insurance with a limit of not less than [AMOUNT IN LETTERS] ([AMOUNT]) per occurrence, automobile liability insurance covering all owned, hired and non-owned automobile equipment with limits of not less than [AMOUNT IN LETTERS] ([AMOUNT]) per occurrence for bodily injury and property damage, combined single limit, professional liability insurance (errors & omissions) with a limit of not less than [AMOUNT IN LETTERS] ([AMOUNT]) annual aggregate and excess liability 15.2 or umbrella insurance with a limit of not less than [AMOUNT IN LETTERS] ([AMOUNT]) annual aggregate. [YOUR COMPANY NAME] shall, at the Client’s request, provide [COMPANY NAME] with certificate(s) of insurance evidencing any such coverage described in this Subsection. The Client shall require all of [YOUR COMPANY NAME]’s subcontractors retained in connection with this Agreement, if any, to provide the aforementioned coverage as well as any other coverage the Client may consider necessary. 15.3 The Client will indemnify, defend and hold harmless [YOUR COMPANY NAME] and its affiliates, and their employees, directors, officers, agents and contractors, against and from any losses, claims, proceedings or investigations arising out of or in connection with a breach of this Agreement by [YOUR COMPANY NAME], including, without limitation, attorney fees, amounts paid in settlement of claims, proceedings or investigations, except to the extent that such claim is due to the negligence or willful misconduct of [YOUR COMPANY NAME]. 15.4 [YOUR COMPANY NAME] shall be solely responsible for any personal injury or property damage or loss suffered by it or its employees or agents in the course of carrying out any duties under this Agreement. The Client shall not obtain any workers’ compensation or insurance concerning [YOUR COMPANY NAME] or any of its employees or Associated Staff. [YOUR COMPANY NAME] shall comply with workers’ compensation laws and where applicable shall provide the Client with a certificate of workers’ compensation insurance. 15.5 Without restricting the generality of anything contained herein, [YOUR COMPANY NAME] warrants that its Associated Staff and those of its sub-contractors and any other parties over which it may exercise control, will, in the performance of the Services described herein, strictly adhere to all applicable federal, provincial, municipal and local law and regulations including, but not necessarily limited to, those pertaining to the environment and health and safety as well as to [YOUR COMPANY NAME]’s internal rules and policies. In the event of any breach of this warranty, the Client will indemnify, defend and hold harmless [YOUR COMPANY NAME] and its affiliates, and their employees, directors, officers, agents and contractors, from any claims, losses, damages, awards, judgments or prejudices (including attorney fees), which may be sustained as a result of any such breach. 16. VERIFICATION 16.1 In order to verify [YOUR COMPANY NAME]’s compliance with its obligations hereunder, at any time or from time to time during [YOUR COMPANY NAME]’s performance of Services, the Client or a representative designated by it and reasonably acceptable to [YOUR COMPANY NAME], or regulatory agents, may, upon reasonable notice, inspect and test the manner in which the Services are being performed. Such rights of inspection shall include visiting sites at which [YOUR COMPANY NAME] performs the Services, auditing selected records and databases containing data of the Client, observing the performance of the Services or selected components thereof, and interviewing [YOUR COMPANY NAME] personnel familiar with, or responsible for, performing the Services. [YOUR COMPANY NAME] shall cooperate with the Client personnel or representatives in such inspections, and shall ensure that appropriate staff, computing and other resources are available as required in the course of such inspections. 17. NOTICE 17.1 Any notice provided for or permitted in this Agreement shall be in writing and will be deemed to have been given [NUMBER] days after having been mailed, postage pre-paid, by certified or registered mail or by recognized overnight delivery services, except in the case of a postal or other strike affecting the service used whereupon notice will be deemed to have been given [NUMBER] days after normal service resumes. 17.2 Where personal service is made or where delivery is made by facsimile and a receipt thereof has been retained, any notice provided for or permitted in this Agreement will be deemed to have been given when received by the intended recipient. The intended recipient must be an individual whose personal name appears on the address set out in the notice. 17.3 Addressing and delivery is to be made as follows: 17.3.1 If to: [YOUR COMPANY NAME]: [YOUR COMPANY NAME] [YOUR COMPLETE ADDRESS] Attention: [INDIVIDUAL NAME] [TITLE] Fax: [YOUR FAX NUMBER] 17.3.2 If to : the Client [COMPANY NAME] [FULL ADDRESS] Attention: [INDIVIDUAL NAME] [TITLE] AND [TITLE] Fax: [FAX NUMBER] as the case may be. 17.4 The parties may communicate other addresses where notice must be sent to from time to time. Such communication shall be in writing and shall have the effect of replacing the address under Subsection 17.3. No change of address effected under this section shall in any way affect the operation of any term, other than the delivery address of Subsection 17.3, in this Agreement. 18. REMEDIES 18.1 [YOUR COMPANY NAME] acknowledges that any violation of the terms of this Agreement would result in damages to [YOUR COMPANY NAME] which could not be adequately compensated by monetary award alone. In the event of any violation by [YOUR COMPANY NAME] of the terms of this Agreement, including, without limitation, of the Client’s proprietary rights and ownership, and confidentiality provisions, and in addition to all other remedies available at law and at equity, the Client shall be entitled as a matter of right to apply to a court of competent equitable jurisdiction for relief, waiver, restraining order, injunction, decree or other remedy as may be appropriate to ensure compliance of [YOUR COMPANY NAME] with the terms of this Agreement. 19. GENERAL PROVISIONS 19.1 Entire Agreement & Amendments This Agreement together with the Schedules hereto constitutes the entire agreement and understanding between the parties relating to the subject matter hereof, and supersedes all other agreements, oral or written, made between the parties with respect to such subject matter. Except as provided herein, this Agreement may not be amended or modified in any way except by a written instrument signed by both Parties. 19.2 Assignment Neither Party shall assign this Agreement or any of its rights or obligations hereunder without prior written consent of the other Party, which consent may be withheld at the other Party’s discretion. 19.3 Incorporated by Reference The Preamble and all Attachments, Schedules and Exhibits attached hereto are hereby incorporated by reference and made a part of this Agreement. 19.4 Applicable law This Agreement shall be governed by and interpreted in accordance with the laws of the [State/Province] of [STATE/PROVINCE], without reference to its conflict of law provisions, and the laws of [COUNTRY] applicable therein. All disputes arising under this Agreement will be referred to the courts of the [State/Province] of [STATE/PROVINCE] which will have jurisdiction, and each Party hereto irrevocably submits to the jurisdiction of such courts. 19.5 Currency All references to monetary amounts in this Agreement shall be to [COUNTRY] currency. 19.6 Non-solicitation Unless given prior written consent by the parties, which consent may require a payment to the party, each Party agrees that it will not, during the Initial Term, knowingly solicit or hire any employee of the other Party who is directly involved in providing the Services herein. 19.7 Survival Sections 9, 12, 13, 14, 15, 17 and 18 and Subsections 19.6 and 19.7 and will survive the expiration or termination of this Agreement. 19.8 Absence of presumption No presumption shall operate in favor of or against any Party hereto as a result of any responsibility that any Party may have had for drafting this Agreement. 19.9 Language clause It is hereby agreed that both parties specifically require that this Agreement and any notices, consents, authorizations, communications and approvals be drawn up in the English language. 19.10 Interpretation The headings and section numbers appearing in this Agreement or any Schedule attached hereto are inserted for convenience of reference only and shall not in any way affect the construction or interpretation of this Agreement. For the purposes of this Agreement a “day” means any day other than a Saturday, Sunday or other day on which [YOUR COMPANY NAME] is not open for business during its regular business hours at its head office in [STATE/PROVINCE]. 19.11 Severability If for any reason whatsoever, any term or condition of this Agreement or the application thereof to any Party or circumstance is, to any extent, invalid or unenforceable, all other terms and conditions of this Agreement and/or the application of such terms and conditions to the parties or circumstances shall not be affected thereby and shall be separately valid and enforceable to the fullest extent permitted by law. 19.12 Force Majeure In the event that any Party hereto is delayed or hindered in the performance of any act required herein by reason of strike, inability to procure materials, failure of power, restrictive governmental law or regulations, riots, insurrection, war or other reasons of a like nature not the fault of such Party, then performance of such act shall be excused for the period of the delay and the period of performance of any such act shall be extended for a period equivalent to the period of such delay, up to a maximum of [NUMBER IN LETTERS] ([NUMBER]) months. The provisions of this Force Majeure clause shall not operate to excuse any Party from the payment of any fee or other payment when due. 19.13 Waiver No waiver by either Party of any obligation, restriction or remedy under this Agreement shall be valid unless by specific written instrument. No acceptance by a Party of any payment by another Party and no failure, refusal or neglect of any Party to exercise any right under this Agreement or to insist upon full compliance by the other Party with its obligations hereunder, shall constitute a waiver of any other provision of this Agreement or any further or subsequent non-compliance with the same or any other provision. 19.14 Further Assurances Each of the parties hereto hereby covenants and agrees to execute and deliver such further and other agreements, assurances, undertakings, acknowledgments or documents, and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part hereof. 19.15 Binding Nature This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective (as applicable) successors and assigns. 19.16 Time of the Essence Subject to section 19.13 hereof, time shall be of the essence of this Agreement and of each and every part hereof. 19.17 Counterparts This Agreement may be signed in counterparts, and by use of facsimile signatures, each of which when signed and delivered shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above. FIRST PARTY SECOND PARTY Authorized Signature Authorized Signature Print Name and Title Print Name and Title SCHEDULE A SERVICES SERVICES [YOUR COMPANY NAME] RESPONSIBILITIES Services will include: • Issuance and delivery of all Computer tickets and itineraries on a timely basis; • Providing on each itinerary a comprehensive outline of all airline, hotel and car rental reservations and relevant information pertaining to specific destinations including cancellation policies, emergency service telephone numbers, etc; • Cancelling, changing or rescheduling reservations; • Reserving, when requested by the Client, particular hotels in accordance with the Client’s program and obtaining [YOUR COMPANY NAME]’s negotiated commercial rate or the lowest rate available for such hotels; • Investigating or responding to queries initiated by the Computerer relative to their Computer arrangements, fares and itinerary; • Supporting the Client’s Computer policies as provided to [YOUR COMPANY NAME] with respect to class of service, supplier programs, etc; and • Conducting quarterly business reviews. “Services” also includes a standard allocation of the following specialty services: • International Desk; • Executive Desk; • emergency service; • Quality Assurance; • FareLink Automated Fare checking programmed; • Customer Query Services; and • [YOUR COMPANY NAME] Service Plus – extended hours service. Other ad hoc services are available to the Client subject to applicable service fees, such as, but not limited to, theatre tickets, dinner reservations, frequent flyer reservations, baggage claim and internet site search. Standard Corporate Consulting Services (based on financial program Schedule B) include: • [YOUR COMPANY NAME] Hotel Programmer; • [YOUR COMPANY NAME] Car Programmer, standard Limousine applies; • Annual business reviews/action plans/cost savings performance/measurement of preferred supplier programs/education; • Management Information Reports (standard package); • Industry Information/industry updates; • Annual survey; • Annual Financial review; and • Annual business plan for Computer management program development including: Supplier management, Spend management, Compliance management, Process management, Knowledge management, Global Management & Service management. A total of [NUMBER] hours of Consulting Services is allocated to the Client per year. Consulting Services beyond the scope indicated above are available at an hourly rate of [AMOUNT] upon signed approval (additional resources to be negotiated). Unless otherwise negotiated, project rates are at [YOUR COMPANY NAME]’s standard rates for similar projects. SCHEDULE B FEES & PAYMENT Based on the Client’s estimated mix of business and estimated annual net airline expenditure of approximately [AMOUNT] with an average ticket price of [AMOUNT] and, [YOUR COMPANY NAME] will provide the following fee-based program for corporate Computer services provided by [YOUR COMPANY NAME]. Estimated Commission Revenue Airline [AMOUNT] Hotel [AMOUNT ] Car [AMOUNT] Total Commission Revenue [AMOUNT] Minus: [YOUR COMPANY NAME] Transaction fee: = [AMOUNT] / transaction Nb. of transactions [AMOUNT] Notes: 1. This program requires that all airline, hotel and car rental reservations be processed by [YOUR COMPANY NAME] and are paid using an approved credit card. 2. This program is based on projected volumes and Computer data provided by the Client and is based on existing average airline ticket prices, class of service, current Computer industry wide commission program and existing supplier deals, if any. The following will have a direct impact on this financial program and [YOUR COMPANY NAME] reserves the right to make adjustments, provided the Client agrees in writing to such adjustments: (a) if volume and Computer pattern assumptions prove inaccurate; (b) actual average ticket price varies from estimate [PERCENTAGE %]; (c) industry commission structures are changed so as to reduce [YOUR COMPANY NAME]’s commission earned; (d) existence of any negotiated supplier (air, hotel, car etc.) deals not communicated at the time of contract or not included in assumptions. 3. [YOUR COMPANY NAME] guarantees to offer the lowest applicable airfare, hotel and car rental rates or pay the difference to the higher fare paid. 4. This program is based on [YOUR COMPANY NAME] being the Client’s exclusive Computer supplier for all corporate Computer services. 5. Groups, meetings and incentives activity will be excluded from the above financial review. Fees associated with such activity will be determined on a case-by-case basis. SCHEDULE C SERVICE LEVEL AGREEMENT (a) Transaction Fees: Transaction fee in the amount of [AMOUNT] will be levied and processed via the form of payment used at the time of the transaction. (b) Reimbursable Transaction Fees: The excess of transaction fees collected on the tickets issued less any outstanding monies owed by the Client to [YOUR COMPANY NAME] will be returned to the Client. (c) Base Airline Commissions: Base commissions earned by [YOUR COMPANY NAME] are standardized by the carriers across the industry and will be calculated and returned under this agreement. (d) Override Airline Commissions: Override commissions are earned on aggregate volumes on [YOUR COMPANY NAME]’s preferred carriers. Therefore, those volumes directly increasing [YOUR COMPANY NAME]’s standard measurement with respect to both volume and/or market share targets under [YOUR COMPANY NAME]’s confidential agreements with preferred carriers will be deemed to be contributing to [YOUR COMPANY NAME]’s override commissions and these commissions calculated in such a manner will be returned under this agreement. (e) Hotel & Car Commissions: Hotel commissions are earned and paid at the industry standard rate, currently [PERCENTAGE %] of actual volume booked via the Client. The determination of commissionable volume takes into account the number of room nights booked, the average cost per night, deduction of any net programs in place and collectibility of [PERCENTAGE %]. Collectibility takes into account issues such as bad debts, multiple bookings, no shows and cancellations. Car commissions are similar to hotel commissions noted above except that the standard commission rates paid by each of the top chains vary between [PERCENTAGE %] to [PERCENTAGE %] The determination of commissionable volume takes into account the number of car days booked, the average cost per day, deduction of any net programs in place and collectibility of [PERCENTAGE %]. [YOUR COMPANY NAME] is transitioning to include hotel and car commission pay-out based on actual commissions collected for the [YOUR COMPANY NAME]’s volume per third party collection agencies reporting. SCHEDULE D OTHER RISK/REWARD PROGRAM 1. Guaranteed Savings Consolidated savings (based on volume of [AMOUNT]) – air / hotel / car / technology = [AMOUNT]. 2. Signing Bonus Based on [COMPANY NAME] annual airline volume projected at [AMOUNT, [YOUR COMPANY NAME] will offer a signing bonus of [AMOUNT] for a [NUMBER]-year contract. 3. Call Centre The Client agrees to be serviced by the [YOUR COMPANY NAME] call centre in [SPECIFY]. If [YOUR COMPANY NAME] wishes to move the call centre to another location, the Client has the right to re-evaluate its transaction fee.


