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- DEED FOR MODIFICATION OF THE TERMS OF THE LEASE
DEED FOR MODIFICATION OF THE TERMS OF THE LEASE THIS DEED made on ..day.of..between ..X s/or/o(hereinafter called the lessor) and Y s/o ..r/o..(hereinafter called the lessee) Through this supplemental deed the parties hereto agree to charge and modify the original deed date..between the same parties in the following manner :- 1. Sub clause..of clause..of the original deed shall stand deleted. 2. Sub-clause of clause.of the original deed shall be substituted by the following sub-clause, namely..(Incorporation of the new sub-clause). 3. After sub-clause 3 of clause 2 a new clause 3A..shall be inserted sub clause 3A .incorporation of the new sub-clause). 4. The rent of the leased premises shall be enhanced from Rsto Rs..with effect from the ..day of. Except as hereinafter varied/modified the original lease deed shall continue to have full force and effect. IN WITNESS WHEREOF, the parties hereto, have signed this supplemental deed on the day and year first mentioned above. Witness. Lessor Witness. Lessee Download Word Document In English. (Rs.20/-) Download PDF Document In Hindi. (Rs.20/-) Download PDF Document In Marathi. (Rs.20/-)
- MASTER FRANCHISE AGREEMENT
MASTER FRANCHISE AGREEMENT Download Word Document In English. (Rs.50/-) This Master Franchise Agreement ("Agreement") is made and effective this [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Franchisor"), 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: [FRANCHISEE NAME] (the "Franchisee"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Franchisor and certain of its Affiliates own, operate and franchise [DESCRIPTION] throughout [COUNTRY] which, among other things, rent, sell and market [PRODUCT/SERVICE] to the [GENERAL PUBLIC OR COPORATIONS OR GOVERNMENT]; and WHEREAS, Franchisor and certain of its Affiliates acquire, produce, license market and sell [PRODUCT/SERVICE]; and WHEREAS, Franchisee is willing to purchase on a per Location (the terms initially capitalized in this Agreement and not otherwise defined herein shall have the respective meanings set forth in Paragraph 18 of this Agreement) basis a specified number of [PRODUCT/SERVICE]; and WHEREAS, Franchisor is willing to provide various marketing, advertising and promotional services and activities in support of Franchisee; NOW, THEREFORE, based on the above premises and in consideration of the covenants and agreements contained herein, and intending to be legally bound, the parties agree hereto as follows: 1. AGREEMENT TERM The term of this Agreement shall be for the period (the "Term"), commencing as of the date of this Agreement. Each year of the Term, as measured from the date of this Agreement, is a "Contract Year." 2. TERRITORY The territory for purposes of this Agreement with respect to [PRODUCT/SERVICE] shall be [COUNTRY], their territories and possessions (the "Territory"), except with respect to those [PRODUCT/SERVICE] for which Franchisee has only [COUNTRY] Distribution Rights, in which case, the Territory with respect to such [PRODUCT/SERVICE] shall be limited to [COUNTRY] and, if and to the extent Franchisor owns or controls such rights, to territories and possessions of [COUNTRY]). 3. REVENUE SHARING Franchisee shall remit to Franchisor [%] of the net profits of its business in the form of [ROYALTIES, ETC]. [DESCRIBE IN DETAILS REVENUE SHARING BETWEEN FRANCHISOR AND FRANCHISEE]. Distribution of profits shall be made on the [DAY] of [MONTHS]. 4. FRANCHISOR COMMITMENTS Beginning as of the date of this Agreement for [NUMBER OF LOCATIONS] located in [COUNTRY] within [NUMBER] calendar months hereafter, and for Participating Franchises within [NUMBER] calendar months hereafter, Franchisee agrees as follows: 4.1 Purchasing The following purchasing requirements shall apply to all Locations and Participating Franchises A. [FRANCHISEE REQUIREMENT] B. [FRANCHISEE REQUIREMENT] C. [FRANCHISEE REQUIREMENT] 4.2 Missing Products For each [PRODUCT TYPE] that is lost, stolen or otherwise not reasonably accounted for, for more than [SPECIFY] calendar days during the period commencing upon delivery to Franchisor's distribution center and ending on the last day of the relevant Revenue Sharing Period, Franchisee shall pay [AMOUNT] to Franchisor. For any such [PRODUCT TYPE] Franchisee will reimburse Franchisor the applicable distribution wholesale price less the applicable average Purchase Price received by Franchisee. 4.3 Payment The parties acknowledge and agree that if Franchisee fails to order [NUMBER OF UNITS] required under Paragraph 3.1, Franchisee shall pay [AMOUNT] to Franchisor, as liquidated damages, an amount equal to [AMOUNT] for each unit which Franchisee failed to order. If Franchisor fails to deliver the number or units ordered by Franchisee under Paragraph 3.1, Franchisor shall pay to Franchisee, as liquidated damages, an amount equal to [AMOUNT] for each unit which Franchisor failed to deliver. The parties hereto expressly agree and acknowledge that actual damages for purposes of this Subparagraph would be difficult to ascertain and that the amount set forth above represents the parties' reasonable estimate of such damages. 4.4 Marketing With respect to advertising of [PRODUCT/SERVICE], Franchisee agrees to consult with Franchisor and to keep Franchisor reasonably appraised of its marketing plans and activities and to comply with Franchisor's then-current customary marketing support policies and practices to the extent they are reasonable and practicable. Franchisor shall have the right to approve such plans, and Franchisee shall provide a timely opportunity for said approval by Franchisor. Franchisor shall exercise its approval rights in a timely and reasonable manner. Should Franchisee fail to comply in good faith with its obligations under Paragraph 3.4, Franchisor shall be entitled to give written notice to Franchisee of such failure. In no event shall Franchisor be obligated to provide such advertising which it would otherwise have been obligated to provide during such time as Franchisor's obligations hereunder were suspended because of Franchisee's failure to fulfill its obligations under this Paragraph 3.4. 4.5 Participating Franchises While Franchisee cannot guarantee that its Franchises will adopt the Agreement, Franchisee will use good faith commercially reasonable efforts to recommend adoption of the Agreement to its Franchises and anticipates a high level of adoption thereby. Franchisor hereby agrees that each Participating Franchise shall execute a letter agreement, which has been approved by Franchisee in form and substance, in favor of Franchisor, agreeing to be bound by the terms and conditions of this Agreement as if it were a party hereto (the "Participating Franchise"). Franchisee shall be liable for each Participating Franchise's performance of its financial obligations hereunder as if such Participating Franchise were a Location. Franchisor shall have the right to proceed against Franchisee for money only for any failure of a Participating Franchise to fully perform the financial terms and conditions of this Agreement. Participating Franchises shall be subject to the same terms and conditions under the Agreement as Locations, unless specifically designated otherwise. Implementation of the Agreement at the Franchise level and Franchise payments there under will be administered by Franchisor. 4.6 Placement Franchisee shall exercise good faith commercially reasonable efforts to maximize revenue on the [SALE OR RENTAL] of [PRODUCT/SERVICE]. At all times during the entire Revenue Sharing Period, Franchisee shall make available for [SALE OR RENTAL] at each Location all of the [PRODUCT/SERVICE] purchased for such Location. 4.7 Packing and Shipping Franchisor will be solely responsible for making [PRODUCT/SERVICE] ready for consumer [PURCHASE/RENTAL] and for shipping the [PRODUCT/SERVICE] from its distribution center to Franchisee’s Locations. 4.8 Returns/Exchanges The purchase requirements set forth in Paragraph 3.1 shall not be subject to any returns by Franchisee. Franchisor will exchange defective or damaged products. Defective products shall mean those that are mechanically defective, mispackaged, physically blemished or contain extraneous material. Franchisee shall report defective or damaged products to Franchisor promptly following discovery of such defect or damage. 4.9 Location Count Franchisee will report to Franchisor on a calendar month basis the number of currently operating Locations, including Participating Franchises, non-participating Franchises, New Franchisor Locations and recently closed Locations. 4.10 Demographic Information Franchisee will provide to Franchisor, on an ongoing basis, information regarding the demographic make-up generally of Franchisee customers. 5. COMMITMENTS 5.1 Marketing Support In lieu of specific marketing support programs such as rebate, co-op and MDF programs, and as payment for services and in consideration for the various other services and activities which Franchisee has agreed to perform hereunder for the benefit of Franchisor, such as sales and rental reporting functions, Franchisor agrees to credit on a per [PRODUCT/SERVICE] basis (on the relevant invoice) Franchisee with marketing support funds ("Marketing Support Funds") in the amount of [SPECIFY] OR of in the amount of [SPECIFY PERCENTAGE] of the Purchase Price generated by [PRODUCT/SERVICE]. Marketing Support Funds shall not be used to advertise, promote or otherwise market product not distributed by Franchisor. In addition to Marketing Support Funds, Franchisor shall continue to provide Franchisee with standard [IN-STORE/ON-LOCATION] point of purchase marketing materials as customarily utilized by Franchisor. A. Franchisee shall use all of the Marketing Support Funds to advertise in measured media [PRODUCT/SERVICE]. With respect to said advertising of [PRODUCT/SERVICE], Franchisee agrees to consult with Franchisor and to keep Franchisor reasonably appraised of its marketing plans and activities and to comply with Franchisor then-current customary marketing support policies and practices to the extent that they are reasonable and practicable. Franchisor shall have the right to approve such plans, and Franchise shall provide a timely opportunity for said approval by Franchisor. Franchisor shall exercise approval rights in a timely and reasonable manner. B. With respect to [SPECIFY PERCENTAGE] of the Marketing Support Funds, Franchisor and Franchisee shall jointly determine how said monies will be used to advertise, promote or otherwise market [PRODUCT/SERVICE]. C. Franchisor shall use [SPECIFY PERCENTAGE] of the Marketing Support Funds for [IN-STORE/ON-LOCATION] [PRODUCT/SERVICE] specific marketing and promotion. D. Should Franchisee fail to comply in good faith with its obligations under paragraphs 4.1 A, B and C, Franchisor shall be entitled to give written notice to Franchisee of such failure. If Franchisee fails to remedy such failure to Franchisor's satisfaction within [NUMBER] calendar days following receipt of such notice, Franchisor shall be relieved of its obligations to provide Marketing Support Funds, until such time as Franchisee complies in good faith with its obligations under this Paragraph 4.1 D. In no event shall Franchisee be entitled to receive Marketing Support Funds which would otherwise have accrued during such time as Franchisee's rights hereunder were suspended because of its failure to fulfill its obligations under this Paragraph 4.1 D. 6. ELECTRONIC REPORTING At no cost or expense to Franchisor, Franchisee will provide to Franchisor, electronically, daily access to all Franchisee [PRODUCT/SERVICE] information along with weekly summaries, in such form as may be reasonably specified by Franchisor from time to time, of all performance information as to Franchisee's [SALE OR RENTAL] of [PRODUCT/SERVICE], including, but not limited to, daily [SALES OR RENTAL] data, daily inventory and daily Revenue from each Location on a Location by Location, [PRODUCT/SERVICE] by [LOCATION] basis. 7. REVIEW Within [SPECIFY NUMBER OF DAYS] calendar days following the end of each Contract Year, the parties shall meet and in good faith review the terms of this Agreement. Should no agreement be reached between the parties with respect to adjusting or amending the terms of the Agreement, the then current terms of the Agreement shall remain in full force and effect. Within the [SPECIFY NUMBER OF DAYS] calendar days following the end of the [SPECIFY] month of the Term, either party may give [NUMBER] months notice to terminate the Agreement. If such notice is given by either party, from such notification forward, Franchisee shall have no right or obligation to purchase additional [PRODUCT/SERVICE] under this Agreement and Franchisor shall be relieved of any right or obligation to sell [PRODUCT/SERVICE] to Franchisee under this Agreement. 8. TERMINATION The following transactions or occurrences shall constitute material events of default (each an "Event of Default") by the applicable party (the "defaulting party") hereunder such that, in addition to and without prejudice to or limiting any other rights and remedies available to the non-defaulting party at law or in equity the non-defaulting party may elect to immediately and prospectively terminate this Agreement at the sole discretion of the non-defaulting party by giving written notice thereof to the other party at any time after the occurrence of an Event of Default setting forth sufficient facts to establish the existence of such Event of Default. 8.1 Material Breach A material breach by a party of any material covenant, material warranty, or material representation contained herein, where such defaulting party fails to cure such breach within [NUMBER] calendar days after receipt of written notice thereof, or within such specific cure period as is expressly provided for elsewhere in this Agreement; or 8.2 Insolvency and/or Bankruptcy A party makes an attempt to make any arrangement for the benefit of creditors, or a voluntary or involuntary bankruptcy, insolvency or assignment for the benefit of creditors of a party or in the event any action or proceeding is instituted relating to any of the foregoing and the same is not dismissed within [NUMBER] calendar days after such institution; or 8.3 Failure to Make Payment A failure by either party to make payment of any monies payable pursuant to this Agreement, as and when payment is due. Except as otherwise provided herein, no termination of this Agreement for any reason shall relieve or discharge any party hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination. 9. PUBLIC DISCLOSURE AND CONFIDENTIALITY 9.1 Public Disclosure Each party agrees that no press release or public announcement relating to the existence or terms of this Agreement (including within the context of a trade press or other interview or advertisement in any media) shall be issued without the express prior written approval of the other party hereto. 9.2 Confidential Information During the Term and for a period of [SPECIFY YEARS/MONTHS] thereafter, Franchisee and Franchisor shall hold, and shall cause each of their directors, officers, employees and agents to hold in confidence the terms of this Agreement (including the financial terms and provisions hereof and all information received pursuant to, or developed in accordance with, this Agreement) specifically including but not limited to the Franchisor. Franchisee and Franchisor hereby acknowledge and agree that all information contained in, relating to or furnished pursuant to this Agreement, not otherwise known to the public, is confidential and proprietary and is not to be disclosed to third parties without the prior written consent of both Franchisee and Franchisor. Neither Franchisee nor Franchisor shall disclose such information to any third party (other than to officers, directors, employees, attorneys, accountants and agents of Franchisee and Franchisor or the affiliates of either, who have a business reason to know or have access to such information, and only after each of whom agrees to being bound by this paragraph) except: a. To the extent necessary to comply with any Law or the valid order of a governmental agency or court of competent jurisdiction or as part of its normal reporting or review procedure to regulatory agencies or as required by the rules of any major stock exchange on which either party's stock may be listed; provided, however, that the party making such disclosure shall seek, and use reasonable efforts to obtain, confidential treatment of said information and shall promptly, to the greatest extent practicable, notify the other party in advance of such disclosure; b. As part of the normal reporting or review procedure by its parent Franchisee, its auditors and its attorneys; c. To the extent necessary to obtain appropriate insurance, to its insurance agent or carrier, that such agent or carrier agrees to the confidential treatment of such information; and d. To actual or potential successors in interest, provided, however, that such person or entity shall have first agreed in writing to the confidential treatment of such information. 10. NO RIGHT TO USE NAMES a. Neither Franchisee nor Locations nor Participating Franchises shall acquire any right to use, nor shall use any copyrights, trademarks, characters or designs owned or controlled by Franchisor or any of its Affiliates, including without limitation, the names [SPECIFY], alone or in conjunction with other words or names, in any advertising, publicity or promotion, either express or implied, without Franchisor's prior consent in each case, and in no case shall any Franchisee or Location advertising, publicity, or promotion, express or imply any endorsement of the same. b. Franchisee shall not acquire any right to use, nor shall use the name [SPECIFY] alone or in conjunction with other words or names, or any copyrights, trademarks, characters or designs of the same in any advertising, publicity or promotion, either express or implied, without Franchisor's prior consent in each case, and in no case shall any Franchisee advertising, publicity, or promotion, express or imply any endorsement of the same. 11. ASSIGNMENT This Agreement and the rights and licenses granted hereunder are personal and neither party shall have the right to sell, assign, transfer, mortgage, pledge nor hypothecate (each an "Assignment") any such rights or licenses in whole or in part without the prior written consent of the non-assigning party, nor will any of said rights or licenses be assigned or transferred to any third party by operation of law, including, without limitation, by merger or consolidation or otherwise; provided, however, that an Assignment pursuant to or resulting from a sale of all or substantially all of the assets or all or a majority of the equity of Franchisee to any Person or Persons or any other form of business combination, such that the Franchisee business as currently existing remains substantially intact, including, without limitation, a sale to the public, shall not require such consent so long as such Assignment is not to [SPECIFY]; and provided further that any Assignment by (i) Franchisee, to [SPECIFY] or (ii) Franchisor to any Affiliate of Franchisor. In the event that Franchisee or Franchisor assigns its rights or interest in or to this Agreement in whole or in part, the assigning party will nevertheless continue to remain fully and primarily responsible and liable to the other party for prompt, full, complete and faithful performance of all terms and conditions of this Agreement. 12. AUDIT RIGHTS a. During the Term and continuing until [SPECIFY] months following the date of expiration or earlier termination of this Agreement Franchisor may, audit the financial books, information systems and records of Franchisee as reasonably necessary to verify Franchisee's compliance with its obligations under this Agreement; provided, however, that i. Such audit shall be at the sole cost and expense of Franchisor (unless such audit reveals that payments due to Franchisor for any [SPECIFY] month period were understated by more than [SPECIFY] percent, in which case, in addition to all other rights which Franchisor may have, Franchisee shall promptly reimburse Franchisor to the extent of its reasonable out-of-pocket costs of such audit); ii. Franchisor may not audit more than twice per year (and no such audit shall continue for more than [NUMBER] calendar days from the date the auditors are given access to the applicable records), and iii. Any such audit shall be conducted only during regular business hours and in such a manner as not unreasonably to interfere with the normal business activities of Franchisee. b. Franchisee shall keep and maintain complete and accurate books of account and records in connection with its obligations under this Agreement at its principal place of business until the date [SPECIFY] months following the date of rendering of the initial statement reflecting such records unless a legal action with regard thereto is commenced during such period. c. During the Term and continuing until [SPECIFY] months following the date of expiration or earlier termination of this Agreement, Franchisor may inspect and audit the books, records and store premises of Locations and Participating Franchises as reasonably necessary to verify compliance with this Agreement; provided, however, that d. Such audit shall be at the sole cost and expense of Franchisor (unless such audit reveals that payments due to Franchisor for any [NUMBER] month period were understated by more than [%], in which case, in addition to all other rights which Franchisor may have, Franchisee shall promptly reimburse Franchisor to the extent of its reasonable out-of-pocket costs of such audit), and (b) any such audit shall be conducted only during regular business hours and in such a manner as not unreasonably to interfere with the normal business activities of Location or Participating Franchises. 13. FRANCHISOR'S REPRESENTATIONS AND WARRANTIES Franchisor represents and warrants that: a. It is a corporation organized and existing under the laws of [SPECIFY COUNTRY AND/OR STATE/PROVINCE] with its principal place of business in [SPECIFY COUNTRY]; b. The undersigned has the full right, power and authority to sign this Agreement on behalf of Franchisor; c. The execution, delivery and performance of this Agreement does not and will not, violate any provisions of [COUNTRY] articles or certificates of incorporation and bylaws, or any contract or other Agreement to which Franchisor is a party; d. There is no broker, finder or intermediary involved in connection with the negotiations and discussions incident to the execution of this Agreement, and no broker, finder, agent or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by this Agreement; e. This Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect, affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. 14. FRANCHISEE'S REPRESENTATIONS AND WARRANTIES Franchisee represents and warrants that: a. It is a corporation organized and existing under the laws of the [SPECIFY COUNTRY AND/OR STATE/PROVINCE] with its principal place of business in the [SPECIFY COUNTRY]; b. The undersigned has the full right, power and authority to sign this Agreement on behalf of Franchisee; c. There is no broker, finder or intermediary involved in connection with the negotiations and discussions incident to the execution of this Agreement, and no broker, finder, agent or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by this Agreement; d. This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of Franchisee enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect, affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and e. The execution, delivery and performance of this Agreement does not, and will not, violate any provisions of Franchisee's articles or certificates of incorporation and bylaws, or any contract or other Agreement to which Franchisee is a party. 15. FORCE MAJEURE The duties and obligations of the parties hereunder may be suspended upon the occurrence and continuation of any "Event of Force Majeure" which inhibits or prevents performance hereunder, and for a reasonable start-up period thereafter. An "Event of Force Majeure" shall mean any act, cause, contingency or circumstance beyond the reasonable control of such party (whether or not reasonably foreseeable), including, without limitation, to the extent beyond the reasonable control of such party, any governmental action, nationalization, expropriation, confiscation, seizure, allocation, embargo, prohibition of import or export of goods or products, regulation, order or restriction (whether foreign, federal or state), war (whether or not declared), civil commotion, disobedience or unrest, insurrection, public strike, riot or revolution, lack or shortage of, or inability to obtain, any labor, machinery, materials, fuel, supplies or equipment from normal sources of supply, strike, work stoppage or slowdown, lockout or other labor dispute, fire, flood, earthquake, drought or other natural calamity, weather or damage or destruction to plants and/or equipment, commandeering of vessels or other carriers resulting from acts of God, or any other accident, condition, cause, contingency or circumstances including (without limitation, acts of God) within or without [COUNTRY]. Neither party shall, in any manner whatsoever, be liable or otherwise responsible for any delay or default in, or failure of, performance resulting from or arising out of or in connection with any Event of Force Majeure and no such delay, default in, or failure of, performance shall constitute a breach by either party hereunder. As soon as reasonably possible following the occurrence of an Event of Force Majeure, the affected party shall notify the other party, in writing, as to the date and nature of such Event of Force Majeure and the effects of same. If any Event of Force Majeure shall prevent the performance of a material obligation of either party hereunder, and if the same shall have continued for a period of longer than [SPECIFY] days, then either party hereto shall have the right to terminate this Agreement by written notice to the other party hereto. 16. INDEMNIFICATION Each party (the "Indemnifying Party") shall indemnify and hold the other party and its affiliates and their respective employees, officers, agents, attorneys, stockholders and directors, and their respective permitted successors, licensees and assigns (the "Indemnified Party(ies)") harmless from and against (and shall pay as incurred) any and all claims, proceedings, actions, damages, costs, expenses and other liabilities and losses (whether under a theory of strict liability, or otherwise) of whatsoever kind or nature ("Claim(s)") incurred by, or threatened, imposed or filed against, any Indemnified Party (including, without limitation, (a) actual and reasonable costs of defense, which shall include without limitation court costs and reasonable attorney and other reasonable expert and reasonable third party fees; and (b) to the extent permitted by Law, any fines, penalties and forfeitures) in connection with any proceedings against an Indemnified Party caused by any breach (or, with respect to third party claims only, alleged breach) by the Indemnifying Party of any representation, term, warranty or agreement hereunder. Neither party shall settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Claim in respect of which the Indemnified Party is entitled to indemnification hereunder (whether or not the Indemnified Party is a party thereto), without the prior written consent of the other party hereto; provided, however, that the Indemnifying Party shall be entitled to settle any claim without the written consent of the Indemnified Party so long as such settlement only involves the payment of money by the Indemnifying Party and in no way affects any rights of the Indemnified Party. 17. REMEDIES No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and except as otherwise expressly provided for herein, each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise and no provision hereof shall be construed so as to limit any party's available remedies in the event of a breach by the other party hereto. The election of any one or more of such remedies by any of the parties hereto shall not constitute a waiver by such party of the right to pursue any other available remedies. 18. DEFINITIONS A. "Affiliate" shall mean an entity in which either party has a controlling interest. B. "Franchise" shall mean all Franchisee Locations which Franchisee informs Franchisor are Franchises. C. "Laws" shall mean all international, federal, national, state, provincial, municipal or other laws, ordinances, orders, statutes, rules or regulations. D. "Location" shall mean any Location in [COUNTRY] or [COUNTRY], which, at any time during the Term of this Agreement, is wholly owned and/or operated by Franchisee, whether or not such Location is operated under the "Franchisee" trademarks. Should Franchisee undertake to own or operate outlets different than the outlets it has traditionally operated, such as by way of example, kiosks, carts, "Locations within a Location", "rack jobbing" operations or vending machines, the parties shall negotiate in good faith to agree upon terms for the inclusion of such retail outlets in this Agreement. E. "New Franchisee Location" shall mean a Location which Franchisee or any of its Franchisees or Affiliates first owns or operates after the commencement date of this Agreement, excluding Franchisee's acquisition of franchised Franchisee Locations. F. "Revenue Sharing Period" shall mean the period commencing on [SPECIFY DATE] and running through until the end of [SPECIFY PERIOD]. 19. MISCELLANEOUS G. This Agreement shall not constitute any partnership, joint venture or agency relationship between the parties hereto. The parties shall be considered independent contractors. H. This Agreement, together with the attached [EXHIBITS IF INCLUDED], embodies the entire understanding of the parties with respect to the subject matter hereof and may not be altered, amended or otherwise modified except by an instrument in writing executed by both parties. I. The headings in this Agreement are for convenience of reference only and shall not have any substantive effect. J. All rights and remedies granted to the parties hereunder are cumulative and are in addition to any other rights or remedies that the parties may have at law or in equity. K. Should any non-material provision of this Agreement be held to be void, invalid or inoperative, as a matter of law the remaining provisions hereof shall not be affected and shall continue in effect as though such unenforceable provision(s) have been deleted herefrom. L. Unless otherwise indicated, all dollar amounts referenced herein shall refer to and be paid in [COUNTRY] dollars. M. No waiver of any right under or breach of this Agreement shall be effective unless it is in writing and signed by the party to be charged. N. This Agreement shall be governed by and construed in accordance with the internal Laws of [SPECIFY], applicable to Agreements entered into and wholly performed therein. Franchisee hereby consents to and submits to the jurisdiction of the Franchisor and any action or suit under this Agreement may be brought in any Court with appropriate jurisdiction over the subject matter established. O. None of the provisions of this Agreement is intended for the benefit of or shall be enforceable by any third parties. P. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same Agreement. Q. All notices shall be in writing and either personally delivered, mailed first-class mail (postage prepaid), sent by reputable overnight courier service (charges prepaid), or sent by transmittal by any electronic means whether now known or hereafter developed, including, but not limited to, email, facsimile, telex, or laser transmissions, able to be received by the party intended to receive notice, to the parties at the following addresses: Franchisor Address: [YOUR COMPLETE ADDRESS] Franchisee Address: [SPECIFY] 20. GOVERNING LAW This Agreement shall be governed by, and construed under, the laws of [State/Province] of [STATE/PROVINCE]. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. FRANCHISOR FRANCHISEE Authorized Signature Authorized Signature Print Name and Title Print Name and Title
- Limited Power of Attorney
Limited Power of Attorney Be it known that I, do hereby [Legal Name], AKA [Name] A resident of [City][State] Located at [Address] [City], [State] [Zip Code] Do Hereby Appoint [Legal Name] A resident of [City][State] Located at [Address] [City], [State] [Zip Code] As my attorney-in-fact to act on my behalf for the following specific and limited purpose(s): ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ This power of attorney is to start to be effective on ____/____/______, and shall remain effective until ____/____/______. I hereby give and grant the above listed attorney-in-fact full power and authority to do and perform all and whatever is necessary to be done in and about the specific and limited premises that are set forth above. I ratify and confirm all that said attorney shall lawfully do or cause to be done by the virtue hereof. This Power of Attorney shall be governed by the laws of the State of ________________ in ________________ County. _________________________________________________ Date____________ Signature By accepting this appointment and acting under it, I the attorney-in-fact (“Agent”) do hereby assume the legal responsibilities of an agent. _______________________________________ Date____________ Signature of Attorney-in-Fact WITNESS 1) _________________________________ WITNESS 2) _________________________________ Download Word Document In English. (Rs.20/-)
- Injunction against the Division of a Water Course
Injunction against the Division of a Water - Course (Title) A.B., the above-named plaintiff, states as follows:- [ As in Form No.27.] The plaintiff claims that the defendant be restrained by injunction from diverting the water as aforesaid. Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)
- SUBCONTRACT AGREEMENT
Download Word Document In English. (Rs.60/-) SUBCONTRACT AGREEMENT JOB NO: ACCOUNT CODE: This agreement is made this d day of 20 10 , by and between __________, Inc. (Contractor) and (Subcontractor) to perform the Work identified in Article 2 in accordance with the Project's Contract Documents. PROJECT: OWNER: ARCHITECT: CONTRACTOR: . SUBCONTRACTOR: Article 1 CONTRACT PAYMENT. The Contractor agrees to pay Subcontractor for satisfactory performance of Subcontractor's Work the sum of Dollars ( $ ). Progress payments, less retainage of 10% , shall be made to Subcontractor for Work satisfactorily performed no later than Seven ( 7 ) days after receipt of payment from Owner for Subcontractor's Work. Final payment of the balance due shall be made to Subcontractor not later than Seven ( 7 ) days after receipt by Contractor of final payment from Owner for Subcontractor's Work. These payments are subject to receipt of such lien waivers, affidavits, warranties, and guarantees required by the Contract Documents or Contractor. Article 2 SCOPE OF WORK. Subcontractor shall furnish necessary labor, materials, services, tools, equipment and other things necessary to fully perform and complete the Work in cooperation with the other trades in a good and workmanlike manner to the satisfaction and acceptance of Contractor and Owner and perform all the Work as set forth herein (hereinafter referred to as the "Work"). No claim shall be made due to minor variations in the actual conditions of the premises from what is shown on the plans. Subcontractor shall examine the premises, note and ascertain the existing conditions at the site and the nature and location of the Work. All Work affected or governed thereby or required for the thorough and satisfactory execution and completion of his Work, whether indicated or specified or not, and regardless of quantity estimated, shall constitute part of this Subcontract and shall be performed without extra charge. Subcontractor agrees to commence Subcontractor's Work herein described upon notification by Contractor, and to perform and complete such Work in accordance with Contract Documents and under the general direction of Contractor in accord with Contractor's schedule. This shall include all work necessary or incidental to complete the: . Work for the Project as more particularly, though not specified in . Article 3 SCHEDULE OF WORK. Subcontractor hereby acknowledges that time is of the essence with respect to the Contractor's completing the Project pursuant to the General Contract and that such completion is substantially dependent upon Subcontractor's performance of this Subcontract on or before the dates set forth in the Progress Schedule and/or Progress Meetings. Time, therefore, is of the essence in this Subcontract. Subcontractor shall turn the Work over to Contractor in good condition and free and clear of all claims or liens arising from the performance of the Subcontract, and shall, at his expense, defend all suits and pay all claims arising from his performance of this Subcontract. Subcontractor covenants and agrees that he shall not employ any labor which will interfere with labor harmony at the job site or with the introduction and storage of materials and execution of Work by other subcontractors. If Subcontractor breaches this covenant and such breach shall cause a stoppage or Work at the job site, Subcontractor shall be liable for all damages suffered by Contractor caused by such delay in completing the job, including specifically any penalty or liquidated damages in the General Contract imposed upon Contractor for failing to complete the job on the completion date set forth in such Contract. Subcontractor shall, prior to submission of his first requisition for payment, supply to Contractor the name, address and telephone number of every supplier or Subcontractor furnishing materials and/or labor to Subcontractor for the Work covered herein and a cost breakdown of this Subcontract. Subcontractor shall comply with all laws, ordinances and regulations relating to the manner of doing the work or to the supplying of the material at the job site, and shall provide safe working conditions for his employees, other employees and the public. If any part of Subcontractor's work, depends for proper execution or results upon the work of any other Subcontractor, Subcontractor shall inspect and promptly report to Contractor any defects in such work that render it unsuitable for such proper execution and results. Subcontractor's failure to inspect and report shall constitute an acceptance of the other Subcontractor's work as fit and proper for the reception of Subcontractor's work. Time is of the essence. Subcontractor shall provide Contractor with any requested scheduling information of Subcontractor's Work. The Schedule of Work, including that of this Subcontract shall be prepared by Contractor and may be revised as the Work progresses. Subcontractor recognizes that changes may be made in the Schedule of Work and agrees to comply with such changes without additional compensation. Subcontractor shall coordinate its work with all other contractors, subcontractors, and suppliers on the Project so as not to delay or damage their performance, work, or the Project. Article 4 CHANGES. Contractor may authorize changes to or deductions from the Work, said authorization to be effective and binding only when written (hereinafter referred to as "extra work"). Whenever extra work is requested by Contractor and the scope and nature of same is reasonably susceptible to lump sum quotation, Subcontractor shall provide such quotation within five (5) days of a request for same. Any claim for compensation for extra work, whether lump sum or otherwise, must be presented to Contractor within five (5) days of authorization of the extra work. Claims for extra work received thereafter will not be considered. Proper claims for extra work shall be paid in accordance with this Subcontract Agreement. Duly authorized extra work is hereinafter deemed included in the "Work". No dispute as to adjustments in the Contract Amount for extra work shall excuse Subcontractor from proceeding with the Work. Contractor, without nullifying the Agreement, may direct Subcontractor to make changes to Subcontractor's Work. Adjustment, if any, in the contract price or contract time resulting from such changes shall be set forth in a Subcontractor's Change Order pursuant to the Contract Documents. Article 5 FAILURE OF PERFORMANCE. Should Subcontractor at any time fail to prosecute and complete the Work in accordance with the Progress Schedule or as herein provided or fail to diligently and continuously perform his Work, or if in the opinion of Contractor the Work of Subcontractor cannot be completed in the time period set forth, or if Contractor is notified or Subcontractor's failure to pay for any material or labor used on the Project, or in the event of a strike or stoppage or Work resulting from a dispute involving or affecting the labor employed by Subcontractor or his Subcontractors, or if Subcontractor fails to perform any of the requirements herein, then such event shall be deemed a default and Contractor shall notify Subcontractor to correct such default and shall specify in such notice the action to be taken and a reasonable date by which the default shall be corrected. If a default occurs and is not corrected on or before the date specified in the notice to Subcontractor, Contractor shall be entitled to exercise either or both of the following remedies as well as any other remedies available, including but not limited to binding and consolidated arbitration in accordance wit the terms of the General Contract or through litigation in a court of law. Contractor may immediately take any action necessary to correct such default, including specifically the right to provide labor, overtime labor and materials and may deduct the cost of correcting such default from payment due, or that may become due to Subcontractor. Contractor may terminate this Subcontract and the employment of Subcontractor, take possession of Subcontractor's materials, tools and equipment used in performing such Work, and employ another Subcontractor or use the employees of Contractor to finish the remaining Work to be performed hereunder. Contractor may deduct the costs of completing the remaining work from the unpaid contract price, and if the cost of completing the remaining Work exceeds the unpaid Contract amount, Subcontractor shall pay to Contractor such excess costs, including but not limited to overhead and attorney's fees. Contractor, in any such event may also refrain from making any further payments under this Subcontract to Subcontractor until the entire project shall be fully finished and accepted by Owner, at which time, if the unpaid balance of the amount to be paid under this Subcontract shall exceed the expense incurred by Contractor to Subcontractor, but if such expenses and damages shall exceed such unpaid balance Subcontractor shall promptly pay the difference to Contractor if Contractor does not terminate the right of Subcontractor to proceed, Subcontractor shall continue with the balance of the Work. If Owner is damaged by reason of any breach by Subcontractor of this Subcontract the Subcontractor shall, subject to any defenses and offsets to which Subcontractor may be entitled under this Subcontract, pay Owner such damages. Article 6 INSURANCE. SUBCONTRACTOR SHALL FURNISH CERTIFICATE LISTING __________ INC AS CERTIFICATE HOLDER AND ADDITIONAL INSURED. In consideration of the sum of One Dollar ($1.00) paid by Contractor to Subcontractor, receipt of which is hereby acknowledged, for the indemnification hereinafter set forth. Subcontractor agrees to indemnify and save Contractor and Owner harmless against and from any and all claims arising from the conduct, management or performance of the Work, including without limitation, any and all claims arising from any condition or the Work arising from any breach or default of the part of Subcontractor in the performance of any covenant or agreement on his part to be performed, pursuant to the terms of this Subcontract or arising from any act or negligence of Subcontractor or any of his agents, Subcontractors, servants, employees or licensees , or arising from any accident, injury or damage whatsoever caused by any person, firm or corporation, brought thereon, and in case any action or proceeding is defended against Contractor, shall defend against such action or proceeding by counsel satisfactory to Contractor and Owner, unless such action or proceeding is defended against by counsel for any carrier of public liability insurance referred by herein. Prior to commencing work, Subcontractor shall procure and maintain in force at Subcontractor's expense until the completion and final acceptance of the Work, the following insurance from companies satisfactory to Contractor in the indicated amounts. Workers' Compensation Insurance (Statutory Maximum at Job Site location) and Employees Liability Insurance, Comprehensive General Liability Insurance ($1,000,000.00 combined single limit) including premises-operation, independent contractors, products completed operations hazard with contractual coverage and Comprehensive Automobile Liability Insurance ($1,000,000.00 combined single limit) and shall furnish to Contractor duplicate of original copies of insurance certificates evidencing compliance with the foregoing insurance requirements, naming Contractor as additional insured. All policies shall provide for ten (10) day cancellation or change notice to Contractor in the event of any change in or cancellation of said policies. The indemnification obligations under Section 5a shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Subcontractor under Workers' Compensation Acts, Disability Benefit Acts or Other Employee Benefits Acts. Contractor and Subcontractor waive all rights against each other for damages by fire or other perils covered by property insurance set forth in the General Contract except for proceeds of insurance held by Owner as trustee. ______________ shall be named additional insured on the certificate of insurance. Article 7 INDEMNIFICATION. To the fullest extent permitted by law, Subcontractor shall indemnify and hold harmless Owner, Architect, Architect's Consultants, and Contractor from all damages, losses, or expenses, including attorneys fees, from any claims or damages for bodily injury, sickness, disease, or death, or from claims for damages to tangible property, other than the Work itself. This indemnification shall extend to claims resulting from performance of this Subcontract and shall apply only to the extent that the claim or loss is caused in whole or in part by any negligent act or omission of Subcontractor or any of its agents, employees, or subcontractors. This indemnity shall be effective regardless of whether the claim or loss is caused in some part by a party to be indemnified. The obligation of Subcontractor under this Article shall not extend to claims or losses that are primarily caused by Architect or Architect's consultant's performance or failure to perform professional responsibilities. Subcontractor agrees to hold __________, Inc. harmless in the event of damages or injuries due to any negligence of their part, and that they will pay all legal and defense costs associated with any damage or injury claims. Article 8 WARRANTY. Subcontractor warrants its work against all deficiencies and defects in materials and/or workmanship and agrees to satisfy same without cost to Owner or Contractor for a period of one (1) year from the date of Substantial Completion of the Project or per Contract Documents, whichever is longer. Article 9 SPECIAL PROVISIONS. In witness whereof, the parties have executed this Agreement under Seal, the day and year first written above. . Subcontractor Firm Name Contractor Firm Name X X BY: BY: Subcontractors Federal Tax ID Number:
- Partnership Agreement
Partnership Agreement 1. Partners___________________________________________ (Partners) make the followingPartnership Agreement. 2. Creation of Partnership As of ___________________, the Partners agree to enter into a Partnership for the purpose of operating a business known as: ____________________________________ (Partnership Business). The name of the Partnership (if different from name of Partnership Business) shall be:____________________________________ (Partnership Name). 3. Nature of Partnership Business The Partnership Business will consist of the following business activities: ________________________________________________________________________ 4. Contributions to the Partnership The Partners will make the following contributions to the Partnership: Partner Name Cash Contribution Other Contribution (describe property and/or work; give cash value) Total Contribution Value Rs. Total cash value:$ Total cash value:$ Total cash value:$ Total cash value:$ 5. Profit and Loss Allocation The Partners will share business profits and losses as follows: [ ] in the same proportions as their contributions to the business. [ ] as follows: __________________________________________________. 6. Management of Partnership Business The Partners will have the following management powers and responsibilities: [ ] The Partners will have equal management powers and responsibilities. [ ] The Partners will share management powers and responsibilities as follows: ________________. 7. Addition of a Partner A new Partner may be added to the Partnership under the following conditions: [ ] unanimous vote of all Partners. [ ] majority vote of Partners. [ ] other conditions: __________________________________________. 8. Departure of a Partner A Partner can be expelled by: [ ] unanimous vote of the other Partners. [ ] majority vote of the other Partners. Any Partner who leaves voluntarily will give at least 30 days' written notice. If any Partner leaves the Partnership for any reason, including voluntary withdrawal, expulsion, or death, the Partnership will [ ] survive. [ ] dissolve. If the Partnership survives, the remaining Partner(s) will pay, within a reasonable time,the departing Partner, or the deceased Partner's estate, the fair market value of thedeparting Partner's share of the business as of the date of his or her departure. ThePartnership's accountant will determine the fair market value of the departing Partner'sshare of the business according to the following method: _____________________. 9. Dispute Resolution If a dispute arises under this Agreement, the Partners agree to first try to resolve thedispute with the help of a mutually agreed-on mediator. The Partners will share any costsand fees other than attorney fees equally. If it is impossible to arrive at a mutuallysatisfactory solution, the Partners agree to submit the dispute to binding arbitration in thesame city or region, conducted on a confidential basis pursuant to the CommercialArbitration Rules of the American Arbitration Association. 10. Amendment of Agreement This agreement cannot be amended without the written consent of all Partners. 11. Partner Signatures Name: ___________________________ _________________________________ Signature Date: ____________________________ Address: _________________________ _________________________________ Social Security # __________________ Name: ___________________________ _________________________________ Signature Date: ____________________________ Address: _________________________ _________________________________ Social Security # __________________ Download Word Document In English. (Rs.30/-)
- Non Competence and Non-Disclosure Agreement
Download Word Document In English. (Rs.40/-) Non-Disclosure Agreement This Non Competence and Non-Disclosure Agreement (hereinafter referred to as this "Agreement") is made on this DDMMYYYY : BY AND BETWEEN: Company Name , a company incorporated under the provisions of the LAW and having its registered office at Address, City - Pincode, State, India, (hereinafter referred to as the “ Company ”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors in interest, administrators and permitted assigns), of the FIRST PART and Name, a citizen of India and presently residing at address, city – pincode, (hereinafter referred to as the “ Employee ”). WHEREAS: 1. The Company is in the business of …..... 2. The Company, in the course of its business, has acquired or may acquire confidential property, information and trade secrets, made or will make discoveries and improvements or developments, which it desires to keep confidential. 3. The Company undertakes several assignments on behalf of clients that involve the development of Intellectual Property (as defined hereinafter) and which also entail confidentiality obligations. The Company must respect the Intellectual Property and confidentiality obligations of its clients and therefore, in turn the employees are also expected to respect the same. 4.The Company wishes to safeguard its goodwill, business and proprietary information to which the Employee may have access. 5.The Company desires to engage the Employee on the terms and conditions set forth in this Agreement. NOW, THEREFORE , in consideration of the mutual promises set forth herein, the Company and the Employee hereby agree as follows: DEFINITIONS AND INTERPRETATION In this Agreement unless the context otherwise requires: " Agreement " means this Agreement including any Annexures and Schedules attached to this Agreement and as may be amended and modified from time to time.“ Business ” means …...... “ Compensation Letter ” means the letter issued by the Company to the Employee setting out the details and manner of the compensation, as amended from time to time. " Competitor ” means and includes all such Persons (as defined hereinafter) whether domestic or foreign, which carry on or which are likely to carry on similar Business. “ Confidential Information ” includes but is not limited to information which is or fairly be considered to be of a confidential nature, which is obtained whether (without limitation) in graphic, written, electronic or machine readable form or orally, by the Employee; and whether or not the information is expressly stated to be confidential or marked as such, in writing, and also includes all Intellectual Property, but is not limited to: Information of value or significance to the Company or its competitors (present or potential) such as: Customer data, in particular, names, addresses, sales figures and sales conditions of the Company and its clients. Distribution data, in particular, names, addresses, sales figures and sales conditions of distributors, agents and licensees of the Company. Manufacturing data, in particular, procurement and manufacturing procedures, the fees, discounts, commissions and other credits relating to the software. Supplier’s data, in particular, names, addresses, sales figures, and sales condition of suppliers of software and hardware to the Company, whether in India or abroad. Business data, particularly data relating to new products, promotion campaigns, distribution strategies, license agreements and joint ventures in which the Company is involved. Software data, particularly information relating to the software and the modules thereof as well as any devices designed by the Company to prevent unauthorized copying. Research and development data, particularly information relating to the software and hardware developments of the Company. Financial data, in particular, concerning budgets, the fees and revenue calculations, sales figures, financial statements, profit expectations and inventories of the Company. Original information supplied by the Company; Information not known to competitors of the Company nor intended by the Company for general dissemination, including but not limited to, policies, strategies, the identity of various product-suppliers or service-providers, billing schedules, needs of its clients, information as to the profitability of specific accounts, and information about the Company itself and its executives, officers, directors and employees; Any business or technical information relating to the Company, including but not limited to financial information, equipment, documentation, strategies, marketing plans, prospective leads or target accounts, pricing information, information relating to existing, previous and potential customers and contracts disclosed by the Company to the Employee; Any copies of the above-mentioned information; but does not include: that which is in the public domain other than by the Employee’s breach, of this Agreement, or of any other confidentiality agreement; that which was previously known as established by written records of the Employee prior to receipt from the Company; that which was lawfully obtained by the Employee from a third Party; and that which was developed independently by the Employee who had no access to the Confidential Information provided by the Company. " Intellectual Property " includes: all patents, trademarks, business processes, domain names, works of authorship, designs, utility models, copyrights whether registered or unregistered, which are owned by the Company or acquired or developed by the Company in the course of its Business, including, but not limited to moral rights and any similar rights in any country, whether negotiable or not and also includes any applications for any of the foregoing and the right to apply for them in any part of the world; and all processes, inventions, ideas, programs, codes, software, algorithms, discoveries, correspondence, trade secrets, databases, know-how, creations or improvements upon, additions or any research effort relating to any of the above, whether registrable or not. “ Person ” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. “ Property ” includes, but is not limited to the following: internal memoranda, computer equipment (including software), training materials, rules, books, and all other like property, including all copies, duplications, replications, and derivatives of such property; any residential accommodation, furniture, fixtures, fittings and furnishings, communication equipment, automobile and all other items; and, any tangible expression of Confidential Information, including, without limitation, photographs, plans, notes, renderings, journals, notebooks, computer programs and samples relating thereto. “ Rules ” means the Company’s manual, which lays down the policies, procedures, rules etc. in connection with the day-to-day operations of the Company, the behavior of its employees, the overall management of the Company and its clients/customers, as amended from time to time by the Company. “ Termination Date ” means the date on which the employment of the Employee is ended and which shall in the case of termination by the Company be effective from the date on which the Notice Period (as defined hereinafter), if any, is over and in the case of termination by the Employee, be effective from the date on which Notice period is over or, in the event the Notice Period is waived under Section 8.3 , the date of which the Company permits the Employee to leave service. Unless the context otherwise requires, (a) words importing one gender include the other gender; (b) words importing the singular include the plural and vice versa; (c) any reference to a statutory provision shall be deemed to include a reference to any statutory modification or re-enactment; (d) the Section headings do not form part of this Agreement and shall not be taken into account in its construction or interpretation and (e) any reference to the Employee shall, if appropriate, include his personal representatives. NON-COMPETITION AND NON-SOLICITATION During the term of the employment with the Company and for a period of one (1) year following the Termination Date in case of Competitors worldwide, the Employee shall not, directly or indirectly, either as an individual on his own account or as a partner, employee, consultant, advisor, agent, contractor, director, trustee, committee member, office bearer, or shareholder (or in a similar capacity or function) own or operate in India a business in competition with the business of the Company; solicit the employment of or advise any other employee of the Company to terminate his contract or relationship with the Company or accept any contract (directly or indirectly) or another arrangement for providing services to any other person or organization; or, contact any of the existing or prospective clients of the Company, to entice such clients away from the Company or to damage in any way their business relationship with Company. The Company may, however, relieve the Employee, from complying with the provisions of this Section in whole or in part. CONFIDENTIALITY The Employee shall not disclose, any time, to any Person or Competitor who is not employed, part of or associated with the Company; or use for any purpose that is not within the scope of his services, any Confidential Information, except in accordance with any written exception made by the Company. Notwithstanding the aforesaid provisions of this Section, the Employee may disclose Confidential Information were compelled to do so, by any government, judicial or quasi-judicial authority; Provided however, that the Employee shall in such a case give the Company reasonable notice of any prospective disclosure and shall assist the Company in obtaining an exemption or protective order preventing such disclosure. INTELLECTUAL PROPERTY All Intellectual Property conceived (whether during regular business hours or not), discovered, or made by Employee during the course of his employment with the Company, and other ideas, techniques or principles related to the business of the Company, shall be promptly disclosed in writing to the Company. All rights in the Intellectual Property shall belong to the Company immediately upon the formation of such rights, whether or not the final work / mark / invention in which the Intellectual Property vests is formed or completed, for the full term of each and every such right, including renewal or extension of any such term. The Employee shall perform all acts, including execution of documents and assistance in legal proceedings that are necessary to defend or establish the rights of the Company in the Intellectual Property in any country. The Employee irrevocably assigns to the Company, the Intellectual Property in all works developed during the course of his employment, free from encumbrances of any kind. The Employee explicitly waives all moral rights in any of the works developed for the company during the course of his employment with the Company. The Employee represents and warrants that he has not violated the Intellectual Property rights of any Person and covenants that he shall not violate the Intellectual Property rights of any person in the course of his employment with the Company. Provided that in the event the Company is held liable for the violation of any Intellectual Property rights by the Employee, the Employee undertakes to indemnify the Company against any and all losses, liabilities, claims, actions, costs and expenses, including reasonable attorney’s fees and court fees resulting therefrom. DISPUTE RESOLUTION The Company and the Employee hereby agree that they intend to discharge their obligations in utmost good faith. They therefore agree that they will, at all times, act in good faith, and make all attempts to resolve all differences howsoever arising out of or in connection with this Agreement by discussion failing which, within fifteen (15) days of the commencement of the discussions. The Parties shall be bound to submit all disputes and differences howsoever arising out of and in connection with this Agreement to the courts of INDIA, provided that: Notwithstanding anything contained in this Agreement the Company may approach any court within INDIA for injunctive relief when it feels that any of the terms of this Agreement are breached or likely to be breached by the Employee. MISCELLANEOUS Entire Agreement: This Agreement constitutes the entire agreement between the signatories and shall supersede all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the signatories in connection with the subject matter hereof. Amendments: No change, modification, or termination of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed or initialed by all signatories to this Agreement. Severability: If any paragraph, sub-paragraph, or provision of this Agreement, or the application of such paragraph, sub-paragraph, or provision, is held invalid by a court of competent jurisdiction, the remainder of this Agreement, and the application of such paragraph, sub-paragraph, or provision to persons, or circumstances other than those with respect to which it is held invalid shall not be affected. Parties to Act With Due Diligence And In Good Faith: The Parties hereto shall dutifully perform all covenants of this Agreement in letter and spirit and shall otherwise act with due diligence and in good faith. GOVERNING LAW AND JURISDICTION This Agreement shall, in all respects, be governed by and construed in all respects in accordance with the laws of INDIA. In relation to any legal action or proceedings to enforce this Agreement, the Employee irrevocably submits to the exclusive jurisdiction of any competent court and waives any objection to such proceedings on grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum. IN WITNESS WHEREOF , the signatories have executed this Non-Competence and Non-disclosure Agreement as of the day and year first above written. For Company Name Candidate Name Name: Title:
- Breach of Agreement to Purchase Land
Breach of Agreement to Purchase Land (Title) On the .........day of ...............19..., the plaintiff and defendant entered into an agreement, and the original document is hereto annexed.[Or, on the ..............day of ........19......, the plaintiff and defendant mutually agreed that the plaintiff should sell to the defendant and that the defendant should purchase from the plaintiff forty big has of land in the village ..........of for........... rupees.] On the .........day of......... 19.............., the plaintiff being then the absolute owner of the property [and the same being free from all encumbrances as was made to appear to the defendant], tendered to the defendant a sufficient instrument of transfer of the same [or, was ready and willing and is still ready and willing, and offered, to transfer the same to the defendant by a sufficient instrument] on the payment by the defendant of the sum agreed upon. The defendant has not paid the money. [As in paras.4 and 5 of Form No.1, and Relief claimed.] Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)
- Notice to Person who, the Court Considers, Should be Added as Co-Plaintiff O.1, R.10.
Notice to Person who, the Court Considers, Should be Added as Co-Plaintiff (O.1, R.10.) (Title) To, WHEREAS..........................................[Name, description and place of residence.]has instituted the above suit against for and, whereas it appears necessary that you should be added as a plaintiff in the said suit in order to enable the Court effectually and completely to adjudicate upon and settle all the questions involved: Take notice that you should on or before the........................day of......................19........, signify to this Court whether you consent to be so added. GIVEN under my hand and the seal of the Court, this............. day of......... 19........... Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)
- Application of Zoning Variance
Application of Zoning Variance Download Word Document In English. (Rs.60/-) A variance is a relaxation of a standard in a land use ordinance. Variances are decided by the zoning board of adjustment/appeals. The zoning board is a quasi-judicial body because it functions almost like a court. The board’s job is not to compromise ordinance provisions for a property owner's convenience but to apply legal criteria provided in state laws, court decisions and the local ordinance to a specific fact situation. Variances are meant to be an infrequent remedy where an ordinance imposes a unique and substantial burden. Process At the time of application you will be asked to: Complete an application form and submit a $._____ fee; Provide detailed plans describing your lot and project (location, dimensions and materials); Provide a written statement of verifiable facts showing that your project meets the legal criteria for a variance (Three Step Test in Part 2); and Stake out lot corners or lines , the proposed building footprint and all other features of your property related to your request so that the zoning board may inspect the site. Following these steps, the zoning agency will publish notice of your request for a variance in the county's official newspaper noting the location and time of the required public hearing before the zoning board. Your neighbors and any affected state agency will also be notified. The burden will be on you as property owner to provide information upon which the board may base its decision. At the hearing, any party may appear in person or may be represented by an agent or attorney. You or your agent must convince the zoning board to make a ruling in your favor. The board must make its decision based only on the evidence submitted to it at the time of hearing. Unless you or your agent is present, the board may not have sufficient evidence to rule in your favor and must then deny your application. ______________________ Zoning Board of Adjustment/Appeals Part 1: General information and alternatives analysis To be completed jointly by the applicant and zoning staff. Petition # Date filed ___________◻ $____ fee paid (payable to _______________) Owner/agent Contractor Name Address Phone Legal description: ____1/4, ____1/4, S ____, T ____ N, R ____ E City/Village/Town of _____________________________ Fire number ________________________ Tax parcel number __________________________ Lot area & dimensions: ____________ sq. ft., ________ x ________ ft. Zoning district ______________________________________________ Current use & improvements: Description of any prior petition for appeal, variance or conditional use: Description and location of all nonconforming structures & uses on the property: Ordinance standard from which variance is being sought (section number and text): Describe the variance requested: Type of variance requested: _____ use variance – permits a landowner to put a property to an otherwise prohibited use. _____ area variance – provides an increment of relief (normally small) from a physical dimensional restriction such as a building height or setback. Describe the effects on the property if the variance is not granted: Alternatives Describe alternatives to your proposal such as other locations, designs and construction techniques. Attach a site map showing alternatives you considered in each category below. Alternatives you considered that comply with existing standards. If you find such an alternative, you can move forward with this option with a regular permit. If you reject compliant alternatives, provide the reasons you rejected them. Alternatives you considered that require a lesser variance and reasons you rejected them. If you reject such alternatives, provide the reasons you rejected them. Part 2: Three-Step Test To qualify for a variance, the applicant must demonstrate that their property meets the following three requirements. Unique property limitations ( To be completed by the applicant ) Unique physical limitations of the property such as steep slopes or wetlands that are not generally shared by other properties must prevent compliance with ordinance requirements. The circumstances of an applicant (growing family, need for a larger garage, etc.) are not a factor in deciding variances. Nearby ordinance violations, prior variances or lack of objections from neighbors do not provide a basis for granting a variance. Property limitations that prevent ordinance compliance and are common to a number of properties should be addressed by amending the ordinance. Do unique physical characteristics of your property prevent compliance with the ordinance? Yes. Where are they located on your property? Please show the boundaries of these features on the site map that you used to describe alternatives you considered. No. A variance cannot be granted. No Harm to Public Interests (To be completed by zoning staff) A variance may not be granted which results in harm to public interests. In applying this test, the zoning board must consider the impacts of the proposal and the cumulative impacts of similar projects on the interests of the neighbors, the entire community and the general public. These interests are listed as objectives in the purpose statement of an ordinance and may include: Public health, safety and welfare Water quality Fish and wildlife habitat Natural scenic beauty Minimization of property damages Provision of efficient public facilities and utilities Achievement of eventual compliance for nonconforming uses, structures and lots Any other public interest issues Ordinance purpose: Purpose(s) of standard from which variance is requested: Analysis of impacts Discuss impacts that would result if the variance was granted. For each impact, describe potential mitigation measures and the extent to which they reduce project impact (completely, somewhat, or minor). Mitigation measures must address each impact with reasonable assurance that it will be reduced to an insignificant level in the short term, long term and cumulatively. Short term impacts: (through the completion of construction) Impact: Mitigation: Extent to which mitigation reduces project impact: Impact: Mitigation: Extent to which mitigation reduces project impact: Long term impacts: (after construction is completed) Impact: Mitigation: Extent to which mitigation reduces project impact: Impact: Mitigation: Extent to which mitigation reduces project impact: Cumulative impacts: (What would happen if a similar variance request was granted for many properties?) Impact: Mitigation: Extent to which mitigation reduces project impact: Impact: Mitigation: Extent to which mitigation reduces project impact: Will granting the variance harm the public interest? Yes. A variance cannot be granted. No. Mitigation measures described above will be implemented to protect the public interest. Unnecessary hardship (To be completed by the applicant) An applicant may not claim unnecessary hardship because of conditions which are self-imposed or created by a prior owner (for example, excavating a pond on a vacant lot and then arguing that there is no suitable location for a home). Courts have also determined that economic or financial hardship does not justify a variance. When determining whether unnecessary hardship exists, the property as a whole is considered rather than a portion of the parcel. The property owner bears the burden of proving unnecessary hardship. For an area variance, unnecessary hardship exists when compliance would unreasonably prevent the owner from using the property for a permitted purpose or would render conformity with such restrictions unnecessarily burdensome. The Wisconsin Supreme Court also determined that living without a lakeside porch was a personal inconvenience and did not constitute unnecessary hardship. The board of adjustment must consider the purpose of the zoning restriction, the zoning restriction's effect on the property, and the short-term, long-term and cumulative effects of a variance on the neighborhood, the community and on the public interests. For a use variance , unnecessary hardship exists only if the property owner shows that they would have no reasonable use of the property without a variance. Part 3: Construction Plans To be completed and submitted by the applicant. Attach construction plans detailing: Property lines Vegetation removal proposed Contour lines (2 ft. interval) Ordinary high water mark Floodplain & wetland boundaries Dimensions, locations & setbacks of existing & proposed structures Utilities, roadways & easements Well & sanitary system Location & extent of filling/grading Location & type of erosion control measures Any other construction related to your request Anticipated project start date I certify that the information I have provided in this application is true and accurate. Signed: (applicant/agent/owner) _______________________________________________ Date: ______________________ Remit to: [Zoning office address, phone & e-mail]
- MORTAGAGE NOTE
MORTAGAGE NOTE ___________________________, ________ ___________________________, ______________ [Date] [City] [State] ____________________________________________________________________________________________________ [Property Address] 1. BORROWER’S PROMISE TO PAY In return for a loan that I have received, I promise to pay INDIA Rs.____________________ (this amount is called “Principal”), plus interest, to the order of the Len d er. The Lender is ________________________________________________________________________________. I will make all payments under this Note in the form of cash, check or money order. I understand that the Lender may transfer this Note. The Lender or anyone who takes this Note by transfer and who is entitled to receive payments under this Note is called the “Note Holder.” 2. INTEREST Interest will be charged on unpaid principal until the full amount of Principal has been paid. I will pay interest at a yearly rate of _______________%. The interest rate required by this Section 2 is the rate I will pay both before and after any default described in Section 6(B) of this Note. 3. PAYMENTS (A) Time and Place of Payments I will pay principal and interest by making a payment every month. I will make my monthly payment on the _________ day of each month beginning on __________________, _____. I will make these payments every month until I have paid all of the principal and interest and any other charges described below that I may owe under this Note. Each monthly payment will be applied as of its scheduled due date and will be applied to interest before Principal. If, on __________________________, 20____, I still owe amounts under this Note, I will pay those amounts in full on that date, which is called the “Maturity Date.” I will make my monthly payments at _____________________________________________________________________ ______________________________ or at a different place if required by the Note Holder. (B) Amount of Monthly Payments My monthly payment will be in the amount of INDIA Rs._______________________________. 4. BORROWER’S RIGHT TO PREPAY I have the right to make payments of Principal at any time before they are due. A payment of Principal only is known as a “Prepayment.” When I make a Prepayment, I will tell the Note Holder in writing that I am doing so. I may not designate a payment as a Prepayment if I have not made all the monthly payments due under the Note. I may make a full Prepayment or partial Prepayments without paying a Prepayment charge. The Note Holder will use my Prepayments to reduce the amount of Principal that I owe under this Note. However, the Note Holder may apply my Prepayment to the accrued and unpaid interest on the Prepayment amount, before applying my Prepayment to reduce the Principal amount of the Note. If I make a partial Prepayment, there will be no changes in the due date or in the amount of my monthly payment unless the Note Holder agrees in writing to those changes. 5. LOAN CHARGES If a law, which applies to this loan and which sets maximum loan charges, is finally interpreted so that the interest or other loan charges collected or to be collected in connection with this loan exceed the permitted limits, then: (a) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from me which exceeded permitted limits will be refunded to me. The Note Holder may choose to make this refund by reducing the Principal I owe under this Note or by making a direct payment to me. If a refund reduces Principal, the reduction will be treated as a partial Prepayment. MULTISTATE FIXED RATE NOTE—Single Family—Fannie Mae/Freddie Mac UNIFORM INSTRUMENT Form 3200 1/01 (page 1 of 3 pages) 6. BORROWER’S FAILURE TO PAY AS REQUIRED (A) Late Charge for Overdue Payments If the Note Holder has not received the full amount of any monthly payment by the end of ___________ calendar days after the date it is due, I will pay a late charge to the Note Holder. The amount of the charge will be _____% of my overdue payment of principal and interest. I will pay this late charge promptly but only once on each late payment. (B) Default If I do not pay the full amount of each monthly payment on the date it is due, I will be in default. (C) Notice of Default If I am in default, the Note Holder may send me a written notice telling me that if I do not pay the overdue amount by a certain date, the Note Holder may require me to pay immediately the full amount of Principal which has not been paid and all the interest that I owe on that amount. That date must be at least 30 days after the date on which the notice is mailed to me or delivered by other means. (D) No Waiver By Note Holder Even if, at a time when I am in default, the Note Holder does not require me to pay immediately in full as described above, the Note Holder will still have the right to do so if I am in default at a later time. (E) Payment of Note Holder’s Costs and Expenses If the Note Holder has required me to pay immediately in full as described above, the Note Holder will have the right to be paid back by me for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses include, for example, reasonable attorneys’ fees. 7. GIVING OF NOTICES Unless applicable law requires a different method, any notice that must be given to me under this Note will be given by delivering it or by mailing it by first class mail to me at the Property Address above or at a different address if I give the Note Holder a notice of my different address. Any notice that must be given to the Note Holder under this Note will be given by delivering it or by mailing it by first class mail to the Note Holder at the address stated in Section 3(A) above or at a different address if I am given a notice of that different address. 8. OBLIGATIONS OF PERSONS UNDER THIS NOTE If more than one person signs this Note, each person is fully and personally obligated to keep all of the promises made in this Note, including the promise to pay the full amount owed. Any person who is a guarantor, surety or endorser of this Note is also obligated to do these things. Any person who takes over these obligations, including the obligations of a guarantor, surety or endorser of this Note, is also obligated to keep all of the promises made in this Note. The Note Holder may enforce its rights under this Note against each person individually or against all of us together. This means that any one of us may be required to pay all of the amounts owed under this Note. 9. WAIVERS I and any other person who has obligations under this Note waive the rights of Presentment and Notice of Dishonor. “Presentment” means the right to require the Note Holder to demand payment of amounts due. “Notice of Dishonor” means the right to require the Note Holder to give notice to other persons that amounts due have not been paid. 10. UNIFORM SECURED NOTE This Note is a uniform instrument with limited variations in some jurisdictions. In addition to the protections given to the Note Holder under this Note, a Mortgage, Deed of Trust, or Security Deed (the “Security Instrument”), dated the same date as this Note, protects the Note Holder from possible losses which might result if I do not keep the promises which I make in this Note. That Security Instrument describes how and under what conditions I may be required to make immediate payment in full of all amounts I owe under this Note. Some of those conditions are described as follows: If all or any part of the Property or any Interest in the Property is sold or transferred (or if Borrower is not a natural person and a beneficial interest in Borrower is sold or transferred) without Lender’s prior written consent, Lender may require immediate payment in full of all sums secured by this Security Instrument. However, this option shall not be exercised by Lender if such exercise is prohibited by Applicable Law. If Lender exercises this option, Lender shall give Borrower notice of acceleration. The notice shall provide a period of not less than 30 days from the date the notice is given in accordance with Section 15 within which Borrower must pay all sums secured by this Security Instrument. If Borrower fails to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower. WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED. __________________________________________________________(Seal)- Borrower __________________________________________________________(Seal)- Borrower __________________________________________________________(Seal)- Borrower Download Word Document In English. (Rs.40/-)
- NOC for Attending Workshop
NOC for Attending Workshop Date: _______________ Ref No. _____________ To Whom It May Concern This letter is to show complete No Objection on Mr. _____________ to attend Marketing Skills workshop conducted at ‘Landmark Mall’ on 10th March 2015. He is allowed to take off from office from 9am to 2pm. He will be representation _______________ Association as a Marketing Manager. This certificate is issued as per demand of workshop trainers. Yours Sincerely, (Sign & Stamp) HR Officer, Company Name Download Word Document In English. (Rs.15/-)



