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  • CELEBRITY NON DISCLOSURE AGREEMENT

    CELEBRITY NON DISCLOSURE AGREEMENT Download Word Document In English. (Rs.50/-) THIS CELEBRITY NON DISCLOSURE AGREEMENT (the “Agreement') is made and effective on the [SPECIFY DAY]  of [SPECIFY MONTH] , [SPECIFY YEAR]   BY AND BETWEEN [SPECIFY THE NAME OF THE COMPANY] , a [SPECIFY STATE OR COUNTRY]  corporation, with its principal business address at [ SPECIFY STREET ADDRESS OF THE COMPANY]   [SPECIFY CITY, STATE OR PROVINCE OF THE COMPANY]   [SPECIFY ZIP OR POSTAL CODE OF THE COMPANY]  (referred to in this Agreement as the “Company”),   AND [SPECIFY NAME OF THE CELEBRITY] , an individual with his/her principal address at [SPECIFY STREET ADDRESS OF THE CELEBRITY]   [INSERT CITY, STATE OR PROVINCE OF THE CELEBRITY]   [INSERT ZIP OR POSTAL CODE OF THE CELEBRITY]  (referred to in this Agreement as the “Celebrity”). BACKGROUND WHEREAS, the Celebrity and the Company possess and have exchanged certain information considered as proprietary confidential information and properties;  WHEREAS, in consideration and in conformity to the terms and conditions of a previous formal agreement entered into by the Celebrity and the Company, representing the relationship of both as [SPECIFY] , and the consummation of such business transaction, the Celebrity and the Company have agreed to make available to the other any and all Confidential Information which may be needed by the other in any particular time and occasion; and WHEREAS, the Celebrity and the Company have acknowledged the need for and have agreed upon the protection of its confidential proprietary information and prevent the unauthorized use and disclosure of such information.  NOW THEREFORE, with due regard to these premises and for other good and valuable consideration, the Celebrity and the Company hereby agree as follows:  1. LENGTH OF AGREEMENT This Agreement starts retrospectively to the commencement of the Celebrity’s relationship with the Company. This Agreement continues to stay effective at all times throughout any [SPECIFY] , [SPECIFY]  or other business relationship and understanding between the parties and for the periods of time stated subsequently as set forth below. This Agreement does not produce and generate any kind of continued business relationship other than as put forth in a separate written agreement duly signed and dated by all parties. 2. REPRESENTATION AND WARRANTIES The Celebrity represents and warrants that their relationship with the Company will not cause or demand him or her to infringe and violate any obligation to, agreement, or confidence in relation to any trade secret, confidential and proprietary information with any other person, company or entity.  Moreover, the Celebrity admits and accepts that a condition of this relationship is when he or she has not brought and will not bring or utilize in the performance of his or her duties at the Company any proprietary or confidential information, whether or not in writing, of a former employer without that employer’s written authorization.  Violation of this condition outcomes in an automatic termination of the relationship as of the time of the violation. Unless as the case may be considered on certain instances stipulated hereof, there are no creation of Celebrity heretofore created or formulated by Celebrity that the Celebrity deems to be excluded from the extent of this Agreement, and the Celebrity hereby set free the Company from any and all claims by the Celebrity by reason of any use by Company of any creation heretofore created or formulated by the Celebrity. 3. NON-DISCLOSURE DUTIES, RESPONSIBILITIES AND OBLIGATIONS The Celebrity concurs and commit to accept and hold the Confidential Information with utmost care and assurance. Nevertheless, the Celebrity further concurs and commit to: (1) except for the purposes herein stated, the Confidential Information shall never be used for any other purposes; (2) never divulge any names and their particulars to third parties without first securing the written consent of the Company; (3) never use any Confidential Information for the purposes of unfair competition or for conducting business which is basically and essentially the same with the business of the Company; (4) limit access to the Confidential Information within its own organization to its officers, directors, members and/or employees, partners/spouse, who clearly have a need to access and know, in order to carry out the purpose/s set forth in this Agreement; (5) do away with directly contacting or communicating with the ultimate source(s) of the Confidential Information without having first obtained the written consent of the Company; and (6) secure and conserve the Confidential Information, at all times, against unwarranted usage and benefit, publication or disclosure.  4. PROPRIETARY INFORMATION  The proprietary information refers to that is not known by actual or potential competitors of the Employer or is generally unavailable to the public, and has actual or potential material economic value to the Employer’s present or future business. It has been created, discovered, developed, or otherwise become known through the work and efforts of the Employer, or has otherwise been assigned and/or conveyed to the Employer. For purposes of this Agreement, Proprietary Information shall mean any and all [SPECIFY ALL INFORMATION AND PROPERTIES REGARDED AS PROPRIETARY CONFIDENTIAL]  of either Party. All title, right, power and interest of every form and nature whatsoever in and to the Proprietary Information created, written, discussed, developed, secured, acquired or learned by the Celebrity during the duration of the term of the relationship with the Company or the [SPECIFY TIME] period immediately succeeding the termination of that relationship, shall be the sole and exclusive property of Company for any purpose or use whatsoever, and shall be disclosed immediately by the Celebrity to Company.  The commitments and undertakings set forth in the succeeding paragraph shall apply despite everything of whether any proprietary Information is created, written, discussed, developed, secured, acquired or learned (a) solely or jointly with others, (b) throughout the usual hours of work or otherwise, (c) at the request and upon the proposition of Company or otherwise, (d) with Company’s materials, instruments, tools or (e) on Company's premises or otherwise. Celebrity shall abide with any sensible rules established from time to time by Company for the protection of the confidentiality of any Proprietary Information. Celebrity unchangeably appoints the [SPECIFY POSITION]  and all [SPECIFY POSITION]  of the Company to act as Celebrity’s agent and attorney-in-fact to execute all acts required to acquire and/or maintain copyrights and similar rights to any Proprietary Information assigned by the Company to Celebrity under this Agreement if (a) Celebrity refuses to execute those acts, or (b) is unavailable, within the meaning of any applicable laws.  The Celebrity admits and accepts that the grant of the foregoing power of attorney is coupled with an interest and shall survive the death or disability of Celebrity. The Celebrity shall immediately and fully divulge and reveal to the Company, in confidence (a) all Proprietary Information that the Celebrity creates, formulates or reduces to practice in writing either alone or with others during the term of this Agreement, and (b) all patent applications and copyright registrations filed by the Celebrity within one year after termination of this Agreement, including but not limited to materials and methodologies involved. Nothing included and incorporated in this Agreement shall be construed to prevent the Company from exercising all of its rights and privileges as sole and exclusive owner of all of the Proprietary Information owned by or assigned to Company under this Agreement. The Company, in using and applying such rights and privileges with reference to any specific item of Proprietary Information, may have the discretion not to file any patent application or any copyright registration on such Proprietary Information, may decide to maintain such Proprietary Information as secret and confidential, or may decide to abandon such Proprietary Information, or dedicate it to the public. Celebrity shall have no authority to exercise any rights or privileges with respect to the Proprietary Information owned by or assigned to Company under this Agreement.  5. EXCEPTIONS Notwithstanding the preceding provision set forth above, the responsibilities and obligations set forth in this Agreement shall not apply to Confidential Information which: (a) is, or will eventually turn into, public information except through the breach of the provisions set forth in this Agreement; or (b) is in the possession and custody of the Party with the full right and privilege to divulge prior to its receipt from the Company, having proof through competent written records of evidence; or (c) is independently received by the Celebrity from a third party, other than those persons enumerated and described in this Agreement, with no restrictions on disclosure.  6. EXECUTION OF INSTRUMENTS During his relationship with Company, upon request and without compensation other than as herein provided but at no expense to Celebrity, Celebrity shall perform and accomplish any documents and take any action Company may considered required or suitable to achieve the provisions of this Agreement, including without limitation assisting Company in acquiring and/or maintaining patents, copyrights or similar rights to any Proprietary Information assigned to Company. Celebrity further admits and agrees that the obligations and undertakings stated in this paragraph will continue beyond termination of employment for any reason by the Company, but if Celebrity is called upon for such aid and support after termination of employment, Celebrity is entitled to fair and reasonable fee in addition to reimbursement of any expenses incurred at the request of the Company.  7. NO RIGHT TO CONFIDENTIAL INFORMATION The Celebrity hereby concurs and acknowledges that no license, either express or implied, shall be granted to the Celebrity by the other Party to use any of the Confidential Information. Furthermore, all copyrightable works, improvements, inventions and designs relating to machines, methods, compositions, or products directly resulting from or relating to the Confidential Information or the ideas, concepts, methods or practices embodied therein and the right and privilege to use, market, and license the Confidential Information shall be the exclusive property of the other Party. The Celebrity has no right or title to the aforementioned Confidential Information and properties. 8. FORCED DISCLOSURE If either Party faces legal action and is required to disclose any of the Confidential Information received under this Agreement, then the Party shall promptly notify the other Party in order that it may have the opportunity to intercede and contest such disclosure and, upon request, shall cooperate with the other Party in contesting such a disclosure. Except in connection with failure to discharge the responsibilities set forth in the preceding sentence, neither Party shall be liable in damages for any disclosures pursuant to such legal action.  9. NO GUARANTEE OR WARRANTY The Company makes no guarantees, representations or warranties in the accuracy, correctness and/or or completeness of its Confidential Information or of any other information provided to the Celebrity, and the Celebrity concurs and acknowledges that the Company shall have no liability resulting from the use of the Confidential Information or such other information.  10. NO OBLIGATION AND COMMITMENT The exposure or publication of the Confidential Information does not, and is not intended to, represent a commitment by the Company to enter into any kind of business relationship with the Celebrity or with any other entity or organization. Should the Parties wish to go after any business opportunities, they shall make a separate written agreement to govern such business relationship.  11. RETURN OF CONFIDENTIAL INFORMATION   The Celebrity concurs and acknowledges that  upon conclusion of the Business Purposes or upon the written request of the other Party, whichever is earlier, to promptly deliver to the other Party all records, notes, files, documents and other written, printed, or tangible materials in the possession of the Celebrity, embodying or pertaining to the Confidential Information.  The Celebrity shall return to the Company all data, files and materials which is in relation to the company, including but not limited to: illustrations, outlines, manuals, reports, correspondence, client records, computer programs, digital media, and every single other materials and all copies thereof relating in any manner to the Company, Company’s joint ventures, Company’s customers or clients, and etc. or in any manner acquired by the Celebrity throughout the course of any work of the Celebrity.  The Celebrity further concur that he or she shall not keep and maintain any copies of the aforementioned. 12. MISCELLANEOUS 12.1. Notifications All notification, notices or information required to be given under this Agreement shall be deemed to have been properly given when executed and done in writing and duly effective on the date of delivery when given in person or [SPECIFY NUMBER OF DAYS]  days if mailed through postage, certified, or first-class mail to the following respective addresses: [SPECIFY RESPECTIVE ADDRESSES FOR NOTIFICATIONS] 12.2. Waiver, Amendment or Modification No waivers, amendments and/or modifications to this Agreement shall be deemed valid and/or binding unless expressed in writing and agreed upon and signed voluntarily by both Company and Celebrity.  12.3. Injunctive Relief Celebrity hereby accepts and admits (1) the distinctive nature of the protections and stipulations set forth in this Agreement, (2) that Company will suffer irrevocable harm if Celebrity infringes or violates any of said protections or provisions, and (3) that monetary damages will be insufficient to compensate Company for such infringement or violation. Consequently, if Celebrity infringes or violates any of such provisions, then Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to impose and implement such provisions. 12.5. Continuing Effects The Celebrity’s duties and commitments as regards to the trade secrets and confidential information shall remain and maintain in effect beyond the period of the relationship as stipulated herein above, and said duties and commitments shall be binding upon the Celebrity’s spouse, affiliates, assigns, heirs, executors, administrators, or other legal representatives. 12.6. Severability Any invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity of any other of its provisions. 12.9. Entire Agreement This Agreement constitutes the entire agreement by and between the Parties and supersedes all prior communications, understandings, guaranties, undertakings, representations, and agreements, either written and/or oral, with respect to all matters covered and contained in this  Agreement. 13. Settlement of Disputes, Governing Law & Arbitration Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator. This Agreement shall be governed by the laws of India.  The Courts in Mumbai (City Name)  shall have exclusive jurisdiction over the subject matter of this Agreement. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name) . The award passed in the arbitration proceedings shall be final and binding on both the parties. The cost of arbitration proceedings shall be equally borne by both the parties. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings. IN WITNESS WHEREOF, the Celebrity and the Company have made and executed this Agreement at [SPECIFY CITY] , [SPECIFY STATE OR PROVINCE]  on the day and year first above written. SIGNED for and on behalf of the Company by its duly authorized officer: Signature: Name: Company: Address: Title: In the presence of (witness): Signature: Name: Date: SIGNED by the Celebrity: Signature: Name: Company: Address: Title: In the presence of (witness): Signature: Name: Date:

  • Use and Occupation

    Use and Occupation  In the Court of ...................................... KK…………………………………………... resi…………………….…….. ...................... Plaintiff  against  GM……………………………..…………. Resi……………………………… .................... Defendant KK…………………………………..…..., the above-named plaintiff, executor of the will of… DD…………….…., deceased, states as follows:- 1. That the defendant occupied the [GHAR No... ………………………….., GALI NO……………………………], by permission of the said ………………………………..., from the ..................... day of………..... /…………... , until the day of ............. /……………….... , and no agreement was made as to payment for the use of the said premises. 2. That the use of the said premises for the said period was reasonably worth……………….. Rupees. 3. The defendant has not paid the money. [i. Facts showing when the cause of action arose and that the Court has jurisdiction. ii. The value of the subject-matter of the suit for the purpose of jurisdiction is .................................rupees and for the purpose of court-fees is .....................................rupees] 4. The plaintiff as executor of ……………………………………………………….., claims (Relief claimed]. Dated : Plaintiff Through, Advocate  Verification: I…………………………….., ______, do hereby verify that the contents from paras 1 to ______ are correct and true to the best of my knowledge and personal belief and no part of it is false and nothing material has been concealed therein. Affirmed at  KANPUR this _________________  Plaintiff  Download Word Document In English. (Rs.20/-) Download PDF Document In Marathi. (Rs.20/-)

  • BYLAWS OF A NON-PROFIT CORPORATION

    BYLAWS OF A NON-PROFIT CORPORATION Download Word Document In English. (Rs.40/-) ARTICLE I NAME AND OFFICE 1.01 NAME: The name of this corporation is:___________________________ 1.2 OFFICE: The principle office of this Corporation shall be at:______________________________,____________________ ,____________________________ ,________________________or such other place in or outside the State of as the Directors may deem appropriate. ARTICLE 11 PURPOSE 2.01 PURPOSE: Said Corporation is organized exclusively for charitable, religious, educational, literary, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations within the meaning of (or the corresponding provisions of any Internal Revenue Law), as well as any lawful purpose, as authorized by Section of the Code of ____________________________________. ARTICLE III   DIRECTORS 3.01 NUMBER & QUALIFICATIONS: This corporation shall be governed by a Board of Directors of not less than (3) three or not more than (7) seven persons. 3.02 APPOINTMENT & ELECTION & TERM: The Directors shall be appointed by the Executive Director, and thereafter shall be appointed by the majority of existing Directors upon the nomination of the Executive Director. Said appointments shall be made at the October meeting of the Board of Directors. Directors, other than the Executive Director pursuant to the Article of Incorporation, shall serve a term of two years, and shall be eligible to succeed themselves in consecutive terms provided they meet the requirements enumerated in section 8.01 of the Articles of Incorporation. The terms of the Directors shall be established in classes so that their terms expire in different years. 3.03 RESPONSIBILITIES AND LIABILITY: The Directors shall be trustees of the corporation and its assets, both real and personal, and shall fulfil functions and duties ascribed them by all applicable laws. In addition, they shall advise the Executive Director in matters of the operation of the corporation. Directors shall in no way encumber personal liability from the actions of the corporation and shall be entitled to indemnification according to the provisions of the________________________________Non-Profit Corporation Act and the_______________________laws exempting nonprofit officials from liability. 3.04 RESIGNATION OR REMOVAL: Any Director may resign at any time by giving prior written notice of such resignation to the Board of Directors. Furthermore, Directors may be removed from the Board of Directors by resignation, or pursuant to the Articles of Incorporation. Vacancies on the Board will be filled by a majority of the remaining Board of Directors. The new Director elected to fill the vacancy will serve for the unexpired term of the predecessor in office. 3.05 ANNUAL MEETINGS: The Board of Directors shall meet at least twice annually in a location specified by the Executive Director, who shall, in the case of regular meetings, give written or oral notice of the time and location of the meeting to all Directors at least 30 days before the meeting. The location of said meetings may be any location within or outside the State of ___________________________ . The corporation shall reserve the right to reimburse all Directors for all reasonable travel expenses incurred in attending the meetings, and shall so stipulate the decision for said reimbursements in a resolution passed at the meeting being considered for reimbursement. Said reimbursements shall be subject to the corporations official reimbursement plan in force at the time of the transaction. A simple majority shall constitute a quorum sufficient to conduct business. The primary regular meeting shall be held in the month of October or November, at which time the Executive Director shall report on the activities of the Corporation during the previous year, and shall relate his or her plans and goals for the coming year. The Board of Directors shall establish the annual budget and rates of compensation for the Executive Director and all other staff and employees. The next primary regular meeting shall be held in the month of March, whereupon, the President shall give a general state of the Corporation address to the Directors and Officers. 3.06 SPECIAL MEETINGS: Special meetings may be called as needed by the Executive Director and/or a majority of the Directors. Oral or written notice of the meeting, the time, and place shall be presented to each director in person at least three hours before an emergency meeting of the Directors. 3.07 WAIVER OF NOTICE: Attendance of a Director at any meeting of the Board of Directors constitutes a waiver of notice of such meeting except where Director attends a meeting for the purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Whenever any notice is required to be given under the provision of the law, the Articles of Incorporation, or these Bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice whether before or after the time stated is such waiver, will be deemed equivalent to the giving of such notice. 3.08 QUORUM: All meetings of the Board of Directors shall have a majority of directors necessary to constitute a quorum and the act of the majority of Directors present at any meeting in which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws. 3.09 COMPENSATION: Directors shall receive a salary or commensurate with the time they devote to the affairs and leadership in the Corporation as determined by a vote of the Board of Directors, as well as a reasonable sum for expenses incurred in services to the organization which are approved by the Board of Directors. 3.10 ACTION BY CONSENT: Any action by law or under the Articles of Incorporation of this Corporation or these Bylaws, or any action which otherwise may be taken at a meeting of the Board of Directors may be taken without a meeting by a consent in writing, setting forth the action so taken, signed by all the persons entitled to vote with respect to the subject matter of such consent, or all Directors in office, and filed with the Secretary of the Corporation. ARTICLE IV MEMBERSHIP 4.01 This Corporation shall have no members. ARTICLE V CORPORATE OFFICERS 5.01 NUMBER: The officers of the Corporation shall be the President, Vice President, Secretary, Treasurer, and such other officers with such powers and duties as may be determined by the Board of Directors. Any two (2) offices may be held by the same person at any time, except the offices of President and Secretary must be held by two (2) separate persons. 5.02 PRESIDENT: The President will be the Chief Executive Officer and Executive Director of this Corporation and will, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation. The President will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors. 5.04 VICE PRESIDENT: The Vice President will perform all duties an exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice President will perform such other duties as may be prescribed from time to time by the Board of Directors. 5.05 SECRETARY: The Secretary will keep minutes of all the meeting of the Board of Directors and of associate members, will be the custodian of the corporate records, will give all notices as are required by law or by these Bylaws, and generally will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. 5.06 TREASURER: The Treasurer will have charge and custody of all funds of the Corporation, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, will render reports and accountings to the Board of Directors, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, by the Bylaws, or be assigned from time to time by the Board of Directors. 5.07 RESIGNATION OF ANY OFFICERS: Any Officer elected or appointed to office may resign at any time in writing sent to the President of the Corporation or if the Officer resigning is the President, to the Secretary of the Board of Directors of the Corporation. 5.08 REMOVAL OF OFFICERS: Any Officer elected or appointed to office may be removed by the persons authorized under these Bylaws to elect or appoint such Officers whenever in their judgment the best interest of this Corporation will be served. However, such removal will be without prejudice to any contract rights of the Officer so removed. 5.09 COMPENSATION OF OFFICERS: Compensation of all Officers of the Corporation may be fixed by the Board of Directors. ARTICLE VI FISCAL YEAR 6.01 FISCAL YEAR: The Fiscal Year of the Corporation shall commence on January 1 of each year and end on December 3 1. ARTICLE VII MISCELLANEOUS 7.01 PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS: No director, trustee, officers or employee of or member of a committee of or person connected with the Corporation shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. 7.02 CONTRACTS-WITH DIRECTORS AND OFFICERS: The Directors and Officers of the Corporation may be interested in directly or indirectly in any contract relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they may also be acting as individuals, or as trustees of trust, or as agents for other persons or corporation, or may be interested in same matters as directors or otherwise shall be at arm’s length and not violate of the proscriptions in the Articles of Incorporation against the Corporation’s use or application of its funds for private benefit. In no event, however, shall any person or other entity dealing with the Directors or Officers be obligated to inquire into the authority of the Directors and Officers to enter into and consummate any contract, transaction, or other action. ARTICLE VIII AMENDMENTS 8.01 AMENDMENTS BY DIRECTORS: The directors shall have the power to make, alter, amend and repeal the Articles or Bylaws of the Corporation by affirmative vote of the majority of the Board of any regular or specially called meeting for the purpose of amending the Articles or Bylaws. Written notice of any meeting where the Articles are to be amended shall be given to each member of the Board of Directors by certified or registered mail by (30) days before the meeting. CERTIFICATE We, the undersigned being all of the officers and directors of the above named Corporation, do hereby ratify and adopt the foregoing Bylaws as the Bylaws for the regulation of the affairs of said Corporation. Dated this ______________________day of ______________________ , ]

  • AGREEMENT OF PURCHASE AND SALE OF BUSINESS ASSETS

    AGREEMENT OF PURCHASE AND SALE OF BUSINESS ASSETS Download Word Document In English. (Rs.50/-) This  AGREEMENT OF PURCHASE AND SALE OF BUSINESS ASSETS herein referred to as the “Agreement” , is duly entered and executed this [SPECIFY DATE OF EXECUTION]  at [SPECIFY PLACE OF EXECUTION] . This Agreement was duly made and enforced by the undersigned parties to govern the sale and purchase of business and assets by the undersigned buyer from the undersigned seller with respect to the completion and compliance of legal requirements and conditions in order to preserve the interests and rights of both parties.  The parties to this Agreement are as follows:  [SPECIFY CORPORATION NAME]  is a domestic corporation incorporated under the laws of [SPECIFY STATE OF INCORPORATION]  and is principally doing business in [SPECIFY PRINCIPAL PLACE OF BUSINESS]  herein referred to as the “ Buyer” ; and  [SPECIFY CORPORATION NAME]  is a domestic corporation incorporated under the laws of [SPECIFY STATE OF INCORPORATION]  and is principally doing business in [SPECIFY PRINCIPAL PLACE OF BUSINESS]  herein referred to as the “ Seller”; WHEREAS, the undersigned Seller is principally engaged in the business of [SPECIFY THE PRIMARY BUSINESS OF THE SELLER]  and owns a restaurant with a name [SPECIFY RESTAURANT NAME]  which is hereinafter referred to as the “Business”;   WHEREAS, the Seller’s restaurant is principally located in [SPECIFY THE LOCATION OF THE RESTAURANT] ; WHEREAS, the undersigned Seller intends to sell to the Buyer the subject restaurant and all the accessory assets to the undersigned Buyer;  WHEREAS, the Buyer desires to buy the said business and assets of the Seller and to comply with the terms and conditions of this Agreement for the sale transaction to prosper;  NOW, THEREFORE, for and in relation to the foregoing parties’ mutual pronouncements and manifestation to commit and adhere to the terms and conditions of this Agreement, the agreed terms and conditions are as follows:  OBJECTIVES OF THE AGREEMENT   This Agreement provides a comprehensive breakdown of the dynamics of the purchase and sale of business assets by the undersigned parties. It will emphasize the duties and obligations of the undersigned parties and their respective rights and terms of liabilities.  Nothing in this Agreement prohibits any of the parties from recommending additional objectives or modifying the same, provided that the other partner’s consent was secured and put into writing.  SALE OF BUSINESS AND ASSETS   As provided under this Agreement, the undersigned Seller agree to sell, transfer, and convey ownership to the undersigned Buyer in relation to the former’s restaurant business subject to the terms and conditions of this Agreement;  On the other hand, the undersigned Buyer is made aware and fully commits to purchase the said business and to pay the agreed consideration which is provided in the succeeding sections;  The undersigned Seller expressly disclose that the subject business asset which will be transferred to the Buyer are free from any liens or other forms of encumbrance.  CONSIDERATION  In order to effect a full transfer of ownership of the said business from the undersigned Seller to the Buyer, the latter is bound to pay a total consideration equivalent to [SPECIFY TOTAL PURCHASE PRICE $]  which shall be due and demandable at the Closing. A complete breakdown of the agreed payment arrangement is duly attached to this Agreement and designated as [SPECIFY DESIGNATION] .  The undersigned parties agree that payments shall be made at [SPECIFY THE AGREED VENUE FOR THE PAYMENT]  and only to [SPECIFY THE AUTHORIZED REPRESENTATIVE OF THE SELLER] . The accepted payment modes are [SPECIFY THE ACCEPTED PAYMENT MODES] .  POSSESSION OF THE BUSINESS ASSETS Subject to the terms and conditions of this Agreement, the Buyer shall officially and legally possess the subject business after the payment of the agreed consideration and the issuance and transfer of relevant legal documents evidencing the ownership of the said business.  The Buyer is bound to demand and process the transfer of the title of the said business assets from the Seller not later than [SPECIFY AGREED PERIOD]  after the Closing. It is only after the Buyer has complied with all the requirements provided under the law and this Agreement that the possession of the business assets shall be duly transferred by the Seller to the Buyer.  RESPONSIBILITIES AND DUTIES  This Agreement mandates the undersigned Buyer to perform and comply with the following duties and responsibilities:  That after the due execution of this Agreement and after the perfection of the object of this Agreement such as the transfer of ownership and possession of the business assets from the Seller to the Buyer, the Buyer shall assume all the rights, obligations, and liabilities which are originally vested and incurred by the Seller and the former is bound to comply with the said obligations; and  That the undersigned Buyer is required to comply with the documentation and other related obligations as per the registration of the property under its name not later than [SPECIFY AGREED PERIOD]  after the due execution of this Agreement and after the perfection of the object of this Agreement.  This Agreement obliges the undersigned Seller to perform and comply with the following duties and responsibilities:  That before the due execution of this Agreement and prior to the perfection of the object of this Agreement such as the transfer of ownership and possession of the business assets from the Seller to the Buyer, the Seller shall continue to exercise and comply with any and  all the rights, obligations, and liabilities which are originally vested and incurred by the Seller and it is bound to comply with the said obligations; and  That the undersigned Seller is required to perform and comply with the needed legal documents and other related obligations as per the transfer of the ownership of the property to the undersigned Buyer.  REPRESENTATIONS AND WARRANTIES  The undersigned Seller makes the following representations and warranties:  That the undersigned Seller is the absolute and exclusive owner of the business and has the complete authority and power to dispose and convey the subject business assets to the Buyer;  That the restaurant and all its accessory properties are all in good condition and that they are free from any form of lien or encumbrances;  That the undersigned Seller is not aware of  any pending case before a competent court pertaining to the ownership of the subject business assets;  That undersigned Seller has duly complied with all the requirements and processes provided under the law and has the legal authority to conduct and operate its business;  That the undersigned Seller duly agrees to comply and  perform any and  all obligations that are necessary  and essential for the execution of the sale such as the delivery of certain statements, certificates, and other relevant documents; and  That the execution of this Agreement will  not violate with any of the provisions, sections, and general principles of the  Articles of Incorporation of the Seller;  The undersigned Buyer represents and warrants the following:  That the undersigned Buyer has the complete authority and power to buy and purchase the subject business assets from the Seller;  That the undersigned Buyer is not aware of any pending case before a competent court that may affect its legal capacity to purchase the said business assets;  That the undersigned Buyer shall duly comply and  perform any and  all obligations that are necessary  and essential for the execution of the sale such as the delivery of certain statements, certificates, and other relevant documents; and  That the execution of this Agreement will  not violate any of the provisions, sections, and general principles of the  Articles of Incorporation of the Buyer;  MUTUAL CONDITIONS: CLOSING The Closing shall take place on [SPECIFY AGREED DATE OF CLOSING]  at [SPECIFY AGREED TIME OF CLOSING] , as agreed upon by the undersigned parties.  Prior to the day marked for the Closing, the undersigned Seller is bound to deliver the following documents to the Buyer. In addition to this, certain obligations must also be complied by the Seller within the agreed period.  The Seller is obliged and mandated by this Agreement to complete the financial audit of the restaurant not later than [SPECIFY AGREED PERIOD] ;  The Seller must deliver the required documents which serves as proof of its ownership of the said business in accordance with the terms and conditions specified in this Agreement;  The Seller is bound to provide access to the Buyer in relation to the former’s financial accounts and information except those that are not relevant or directly related and significant to the pursuance of this Agreement; and  Any other relevant conditions precedent that the Seller is required to comply with. Prior to the Closing, the undersigned Buyer is bound to perform and exercise due diligence through reasonable means in the course of examining and reviewing the documents provided by the Seller.  This Agreement mandates the undersigned parties not to engage in any commercial or business transactions that can pose a negative effect on the execution of this Agreement especially the rights and interests of the undersigned parties.  MISCELLANEOUS PROVISIONS  SPECIFIC PERFORMANCE:  Subject to the terms and conditions of this Agreement, the undersigned parties expressly agreed to consider the terms and conditions of this Agreement as peculiar and distinct. In relation to this, the enforcement of certain obligations which are enshrined in this Agreement must be strictly implemented. If one of the party defaults in the performance of certain obligations, the other party is entitled to commence an action for specific performance before court of competent jurisdiction. This is without prejudice to the right of the said party to avail of other legal remedies provided under the law.  RIGHTS OF THE PARTIES:  Nothing in this Agreement shall be construed as giving rights and privileges to persons and entities that are not parties to this Agreement. The terms and conditions of this Agreement are exclusively binding to the undersigned parties and their respective successors and assigns.  BROKER:  The undersigned Seller is responsible for the payment of broker’s fees.  EXPENSES: Subject to the terms and conditions of this Agreement, the undersigned parties shall be responsible for their respective expenses which are incurred in the course of performing their obligations unless there is a contrary stipulation.  INDEMNIFICATION: The undersigned Seller shall indemnify the Buyer and its authorized officers and representatives from any and all suits and claims filed before a court of competent jurisdiction which is brought about by the former’s violation of its warranties and representations. There is no valid claim for indemnification if the Buyer does not comply with the agreed requirements and conditions. However if the damages which were incurred by the Buyer are directly or indirectly due to its own actions which constitute as bad faith, gross negligence, and fraud, then the Seller would not be liable to the Buyer. HEADINGS:  In the course of drafting the terms and conditions of this Agreement, the undersigned parties made use of headings. However, such headings are only provided for the convenience of the parties and does not affect the overall interpretation of the Agreement TERMINATION: In line with the preceding section, any of the undersigned parties may commence an action to terminate this Agreement if one of the parties commits an action that tantamount to a material breach of the terms and conditions of this Agreement. The initiating party must give the party at fault a notice of termination within [SPECIFY PERIOD]  from the occurrence of such material breach. Subject to the terms and conditions of this Agreement, any of the undersigned parties is authorized to unilaterally terminate the operation of this Agreement before its completion, except in specific cases.  The subsequent declaration of nullity of a particular section or sections enshrined under this Agreement by a competent court will not affect the remaining valid provisions of this Agreement. The remaining sections will still be enforced and upheld.  NOTICE:  Any and all correspondences and other forms of communication which will be used by the undersigned parties must follow and incorporate the following set of addresses:  [SPECIFY THE COMPLETE ADDRESS OF THE SELLER]  [SPECIFY THE OTHER RELEVANT CONTACT DETAILS] And  [SPECIFY THE COMPLETE ADDRESS OF THE BUYER]   [SPECIFY THE OTHER RELEVANT CONTACT DETAILS] The undersigned parties agreed to adhere and observe the following notice requirements in the event that certain actions and petitions would require the provision of the same:  It must be provided and disseminated to the undersigned partners within the period stipulated; The notice must be clear, concise, and definite; and  The notice must be expressed in a written document following the preferred format;  SETTLEMENT OF DISPUTES, GOVERNING LAW & ARBITRATION Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator. This Agreement shall be governed by the laws of India.  The Courts in Mumbai (City Name)  shall have exclusive jurisdiction over the subject matter of this Agreement. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name) . The award passed in the arbitration proceedings shall be final and binding on both the parties. The cost of arbitration proceedings shall be equally borne by both the parties. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings. ASSIGNMENT:  This Agreement expressly prohibits any of the undersigned parties to assign or transfer their rights and obligations arising from the operation of this Agreement to a third person or entity because such will go against the intention and objectives of this Agreement.  WAIVER:  In the event that a party failed to make an express demand or exercise a right which is provided under the [SPECIFY LAW]  against the other party,  such act does not tantamount to an implied waiver of such right. It does not bar or preclude the other party from enforcing such right from the other party. IN WITNESS WHEREOF , the undersigned parties fully execute this AGREEMENT OF PURCHASE AND SALE OF BUSINESS ASSETS this [SPECIFY DATE]  and affix their respective signatures.  SELLER: [PROVIDE COMPLETE NAME] [PROVIDE HIS/ HER SIGNATURE ABOVE THE PRINTED NAME]   [SPECIFY THE POSITION, IF THE ONE SIGNING WAS AN AUTHORIZED REPRESENTATIVE]   [SPECIFY THE LAWYER’S NAME]  [PROVIDE COMPLETE NAME] [PROVIDE HIS/ HER SIGNATURE ABOVE THE PRINTED NAME]   [SPECIFY THE LAWYER’S NAME]  [PROVIDE COMPLETE NAME] [PROVIDE HIS/ HER SIGNATURE ABOVE THE PRINTED NAME]   BUYER:  [PROVIDE COMPLETE NAME] [PROVIDE HIS/ HER SIGNATURE ABOVE THE PRINTED NAME]   [SPECIFY THE POSITION, IF THE ONE SIGNING WAS AN AUTHORIZED REPRESENTATIVE]   [SPECIFY THE LAWYER’S NAME]  [PROVIDE COMPLETE NAME] [PROVIDE HIS/ HER SIGNATURE ABOVE THE PRINTED NAME]

  • BILL OF SALE (With Encumbrances)

    BILL OF SALE (With Encumbrances) In consideration of the sum of $__________, the receipt of which is hereby acknowledged , the undersigned (Seller) hereby sells and transfers to _______________________, (Buyer) the following chattels and personal property: (Describe) The Seller warrants that it has good title to said property, but that said property is being sold subject to the following encumbrances on said property in the amounts shown: (Describe and Enumerate) Buyer agrees to assume and pay said secured debt and indemnify and save harmless Seller from any claim thereon. Signed and sealed this ______ day of _____________, 20__._______________________________                    ___________________________                            Seller                                                                     Buyer Download Word Document In English. (Rs.15/-)

  • Warning Notice for Misbehaviour on Specific Date-Occassion

    #Date# To, #*firstname*# #*lastname*# Subject: Warning Notice for Misbehaviour on Specific Occasion It has come to our notice that your behaviour on #date of occurrence# towards #Subordinates or Managers or Colleagues or Specify Name# was uncalled for and inappropriate. Such behaviour is detrimental to the decorum and dignity of our work environment, going against the sanctity of respect towards colleagues.  We take very serious cognizance of your actions and consider it a violation of the code of conduct in our organization.  This misconduct makes you liable for necessary action, as per our company policy. Hence, you are hereby strictly warned to refrain from repeating such behaviour and to be very careful with your actions in future. Failure to do so may result in further corrective action up to and including termination of your employment with us.  You are further advised to submit a written explanation on your unethical act as soon as you receive this letter. On behalf of #*companyname*# __________________________ #Signing Authority Name# #Signing Authority Designation# Employee Signature: _______________________ Employee Name: _______________________ Date: ____________________ Download Word Document In English. (Rs.15/-)

  • BALLOON NOTE

    BALLOON NOTE FOR VALUE RECEIVED, the undersigned promise to pay to the order of  _______________________  the sum of  _______________________________  Rupees (Rs. ______ ), with annual interest of  _________ % on any unpaid balance.This note shall be paid in  ________ consecutive and equal instalments of Rs. ______  each with a first payment one  _____  from the date hereof, and the same amount on the same day of each  _______  thereafter, provided the entire principal balance and any accrued but unpaid interest shall be fully paid on or before ________________ , 20 ____ . This note may be prepaid without penalty. All payments shall be first applied to interest and the balance to principal.This note shall be due and payable upon demand of any holder hereof should the undersigned default in any payment beyond  _____  days of its due date. All parties to this note waive presentment, demand and protest, and all notices thereto. In the event of default, the undersigned agree to pay all costs of collection and reasonable attorney's fees. The undersigned shall be jointly and severally liable under this note.Signed this  _____ day of  __________ , 20 _____ .Signed in the presence of: ______________________________        ______________________________ Witness Signature                                                      Maker Signature  ______________________________        ______________________________ Witness                                                      Maker Download Word Document In English. (Rs.15/-)

  • NOC for Part Time Job

    NOC for Part Time Job Date: _______________ Ref No. _____________ To Whom It May Concern It is  certified that the employees working in (Company Name) are not bound with the company except their working hours from 9 am to 5 pm. After this, they are allowed to work anywhere part time, without the behalf of company. Employees can do part time job in other organization but keeping the Company’s personal documents safe.   This No Objection Certificate certifies  the permission from company’s management. In case of particular discussion, call at ________________. Yours Sincerely, (Sign & Stamp) HR Officer, Company Name Download Word Document In English. (Rs.15/-)

  • Agreement to Extend Debt Payment

    Agreement to Extend Debt Payment This agreement is made on  {date}  between  {Debtor} , hereafter "Debtor," and  {Creditor} , hereafter "Creditor": Both parties acknowledge and agree that the Debtor currently owes  {amount of money}  to the creditor. Although this sum was originally due in full by  {date} , the two parties now agree to the following terms and conditions: The Debtor will be granted an extended debt payment period of  {amount of time} . Therefore, he/she will pay  {amount}  every  {frequency}  until  {date} . The Debtor shall pay an interest rate of  {interest rate}  on the extended sum, for a total of  {amount}  by the final date. Should the Debtor default on these terms, the Creditor is permitted to demand the remaining sum in full immediately. Should the defaulted sum result in a court appearance, the Debtor agrees to pay all associated legal fees. Debtor   _________________________ Date __________ Creditor _________________________ Date __________ Download Word Document In English. (Rs.15/-)

  • NOC for Personal Loan

    NOC for Personal Loan Date: _______________ Ref No. _____________ To Whomever It May Concern This letter is issued upon request of Mr. __________________ (employee) working as Marketing Manager in our organization. He has requested for loan of Rs. _________________/- from Bank (__________Bank Name) and the need of loan is for personal basis. The Administration has no object upon this but organization is not responsible for any activity related to his personal loan. For any queries you may feel free to contact. Yours Sincerely, (Sign & Stamp) HR Officer, Company Name Download Word Document In English. (Rs.15/-)

  • Merchandise Agreement

    Merchandise Agreement Download Word Document In English. (Rs.50/-) THIS AGREEMENT is made this _________________, by and between ______________ of _____________, ____________ (the "Licensor"), and ____________ of , ___________, _______________ (the "Licensee"). WHEREAS, the Licensor is the owner of certain rights in the property described and/or illustrated in Schedule A (the "Property") including, but not limited to, the Trademark(s) listed in Schedule B (the "Trademarks"); WHEREAS, the Licensee desires to use the Property and/or the Trademarks on or in connection with the products identified in Schedule C (the "Licensed Products") and in the countries identified in Schedule D (the "Licensed Territory"); and WHEREAS, the Licensor is willing to grant the Licensee the right to use the Property and/or the Trademarks on such Licensed Products. Now, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, it is hereby agreed as follows.  1. Grant of License The Licensor is the sole and exclusive owner of all rights in and to the Property and/or the Trademarks and, with the exception of the rights being licensed hereunder, all other rights relating thereto are expressly reserved by the Licensor. The Licensor hereby grants to the Licensee an exclusive, nontransferable, non-assignable license, without the right to grant sublicenses, to use the Property and/or the Trademarks solely on or in connection with the manufacture, sale, offering for sale, advertising, promotion and distribution of the Licensed Products and solely within the Licensed Territory and, for this purpose only, to affix the Trademarks on or to packaging, advertising and promotional materials sold, used or distributed in connection with the Licensed Products (the "Promotional and PackagingMaterial").  2. Term and Options  (a) This Agreement shall begin and be effective upon execution of this Agreement by both parties (the "Effective Date") and shall run for a "First Term" of ____ months thereafter, unless terminated sooner pursuant to a provision of this Agreement. (b) If the Licensee is in full compliance with all terms and conditions hereof during the then in effect Term and the Licensee's sales during the then in-effect Term will have resulted in actual royalty payments to the Licensor of at least One Million United States Dollars ($1,000,000), the Licensor agrees to grant to the Licensee two separate options (the "Option") to extend the then in effect Term for additional one-year periods ("Extended Terms") provided that the Lic ensee gives the Licensor at least sixty (60) days notice of its intention to exercise each such option.  3. Royalty Provisions (a) Licensee agrees to pay the Licensor a Royalty of _______ Percent (__%) based on Net Sales of the Licensed Products by either the Licensee or any of its related companies. (b) For each Term of this Agreement, the Licensee agrees to pay the Licensor a Guaranteed Minimum Royalty in the amount of ____________ United States Dollars ($________) of which ___________ United States Dollars ($_______) is payable upon execution of this Agreement (or exercise of each Option) as a non-refundable Advance against Royalties ("Advance"). If upon termination of this Agreement the total Royalties payable by the Licensee, including the Advance, is less than the Guaranteed Minimum Royalty, the Licensee shall immediately pay such difference to the Licensor. (c) "Net Sales" shall mean gross sales less quantity discounts and returns actually credited. No deduction shall be made for cash or other discounts, commissions or uncollectible accounts nor for any costs incurred in the manufacture, sale, distribution or exploitation of the Licensed Products. A Royalty shall also be paid by the Licensee based on Licensee's usual Net Sales price:  (i) on all unbilled Licensed Products distributed by the Licensee or any of its affiliated companies; or (ii) where the billed price for Licensed Products is less than the usual Net Sales price and the Licensee receives other compensation attributable to the distribution of the Licensed Products separate from the price which appears on the respective invoice 4. Statements (a) The Licensee shall provide the Licensor, within thirty (30) days after the end of each calendar quarter (the "Royalty Period"), a complete and accurate statement of its Net Sales of Licensed Products for that quarter, said statement to be certified as accurate.by the Licensee. Such statements, which shall be in conformance with the requirements of Schedule E, must be submitted whether or not any Licensed Products have been shipped or Royalties have been earned during the Royalty Period. (b) Acceptance by the Licensor of any statement furnished or Royalty paid shall not  reclude the Licensor from questioning its correctness and, in the event that any inconsistencies or mistakes are discovered, they shall immediately be rectified. (c) All payments made hereunder shall be in United States currency drawn on a  nited States bank. (d) Time is of the essence with respect to all payments to be made and interest at a rate of one and one-half percent (1 1/2%) per month shall accrue on any amount due the Licensor calculated from the date on which payment was due.   5. Records (a) The Licensee shall keep accurate books of account at its principal place of business covering all transactions relating to the License Agreement and the Licensor and/or its duly authorized representative shall have the right, at reasonable hours of the day and upon reasonable notice, to examine such books and all other documents and material in Licensee's possessin or control with respect to this Agreement and to make copies and summaries thereof. In the vent that such an Audit reveals an underpayment by the Licensee, the Licensee shall immediately remit payment to the Licensor in the amount of the underpayment plus interest calculated at the rate of 1 1/2% per month calculated from the date such payment(s) were actually due. In the event that such underpayment is greater than $500 for any Royalty Period, the Licensee shall reimburse the Licensor for the costs and expenses of such audit. (b) All books of account and records of the Licensee relating to the License Agreement shall be retained for at least two (2) years after termination of this Agreement.  6. Quality, Notices, Approvals and Samples (a) The quality and style of the Licensed Products and all Promotional and Packaging Material relating to the Licensed Products shall be at least as high as the best quality of similar goods presently sold or distributed by the Licensee in the Licensed Territory. (b) All Promotional and Packaging Material and all Licensed Products on which the Property and/or the Trademarks are used shall contain the following legal notices: © _____________, 20___ © and ® Designate Trademarks of _______________ and are used, under license, by _____________________ (c) Before commencing the design of the Licensed Products or Promotional and Packaging Material which have not been previously approved in writing by the Licensor, the Licensee shall submit, for Licensor's approval, copies of all preliminary artwork regarding the proposed Licensed Products and Promotional and Packaging Material. (d) Prior to the use of any Promotional and Packaging Material and/or the sale and distribution of the Licensed Products, Licensee shall submit at its own cost but for Licensor's approval, one complete set of samples of all Licensed Products intended to be sold and distributed and one complete set of samples of all Promotional and Packaging Material intended to be used. The Licensee may not use any such Promotional and Packaging Material nor sell or distribute any such Licensed Product until receipt of written approval of said set of samples from the Licensor.  (e) Upon commencement of distribution and sale of the Licensed Products, the Licensee shall submit, at its own cost, an additional six (6) sets of the aforementioned samples to the Licensor. (f) During the Term of this Agreement, the Licensor may require that the Licensee submit at its own cost, up to twelve (12) additional sets of samples of Licensed Products and Promotional and Packaging Material for subsequent approval. (g) The Licensee agrees to permit the Licensor or its representative to inspect the facilities where the Licensed Products are being manufactured and packaged. (h) In the event that the above-stated quality standards are not met or maintained throughout the Term of this Agreement, the Licensor has the right to require that the Licensee immediately discontinue manufacturing, selling and distributing Licensed Products which do not meet such quality standards.  7. Artwork (a) The form and content of all artwork relating to the Property and/or the Trademarks must be approved by the Licensor prior to use by the Licensee. The Licensor will, at the request of the Licensee and at the Licensee's own expense, provide the Licensee with whatever artwork which the Licensee requires relating to the Property. (b) All artwork relating to the Property and/or Trademarks, notwithstanding their invention, shall be deemed to be the property of the Licensor.  8. Goodwill (a) The Licensee recognizes the value of the goodwill associated with the Property and/or the Trademarks and acknowledges that the Property and/or the Trademarks have acquired secondary meaning. The Licensee agrees, during the Term of this Agreement or thereafter, never to attack the rights of the Licensor in such Property and/or Trademarks or the validity of the License being granted herein. (b) The Licensee agrees that its use of the Property and/or the Trademarks inures to the benefit of the Licensor and that the Licensee shall not acquire any rights in the Property and/or the Trademarks.  9. Trademark and Copyright Protection and Infringements (a) The Licensor may obtain, at its own cost and in its own name, appropriate copyright and trademark protection for the Property and/or the Trademarks and the Licensee agrees to cooperate with the Licensor in protecting such Property and/or Trademarks. (b) The Licensee agrees that it shall not at any time apply for any registration of any copyright, trademark or other designation which would affect the ownership of the Property and/or the  Trademarks nor file any document with any governmental authority to take any action which would affect the ownership of the Property and/or Trademarks. (c) The Licensee agrees that it shall, at no time, use or authorize the use of any trademark, trade name or other designation identical with or confusingly similar to the Trademarks. (d) The Licensee agrees to assist the Licensor in the enforcement of the Licensor's rights in the Property and/or the Trademarks. With respect to any such claims and suits, the Licensor shall employ counsel of its own choice to direct the handling of the litigation and any settlement thereof. The Licensor shall be entitled to receive and retain all amounts awarded as damages, profits or otherwise in connection with such suits.   10. Indemnification The Licensee hereby agrees to defend, indemnify, and hold the Licensor harmless gainst any claims, demands, causes of action and judgments arising out of the Licensee's manufacture, sale, offering for sale, distribution, promotion and/or advertising of Licensed Products under this Agreement.  11. Insurance The Licensee shall, throughout the Term of this Agreement, obtain and maintain at its own cost and expense, from a qualified insurance company, standard Product Liability Insurance, the form of which must be acceptable to the Licensor, naming the Licensor as an additional named insured. Such policy shall provide protection against any and all claims, demands and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Licensed Products or any use thereof. The amount of coverage shall be a minimum of ____________Dollars ($____________) combined single limit with no deductible amount for each single occurrence for bodily injury and/or for property damage. The policy shall provide for ten (10) days notice to the Licensor from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation or termination. The Licensee agrees to furnish the Licensor a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall the Licensee manufacture, distribute or sell the Licensed Products prior to receipt by the Licensor of such evidence of insurance.  12. Exploitation by the Licensee (a) The Licensee shall commence manufacture, distribution, and sale of the Licensed Products in commercially reasonable quantities within six (6) months after the Effective Date of this Agreement and, thereafter, shall continue to distribute and sell all of the Licensed Products in all countries in the Licensed Territory. (b) The Licensed Products shall be sold by Licensee at a competitive price not more than at the price customarily charged by the Licensee.   13. Premiums/Promotional and Seconds (a) The Licensor shall have the sole right to license third parties to utilize any of the Licensed Products in connection with premium, giveaway or promotional arrangements.  (b) The Licensee shall not sell, distribute or use or permit any third party to sell, distribute or use any Licensed Products which are damaged, defective, seconds or otherwise fail to meet the specifications and/or quality control or notice requirements of this Agreement.  14. Termination This Agreement may be terminated by either party providing 30 days written notice to the other party. This Agreement shall terminate automatically on __________________. Upon expiration of the term of this Agreement, _______________ shall have the right, pursuant to the provisions herein, to dispose of all Licensed Products, theretofore manufactured at the time of the expiration of the License granted hereunder, for a period of 90 days after the date of such expiration to the condition that ________________ pays to ________________ all compensation accrued to such time and delivers to ________________ a report to such time. Notwithstanding anything to contrary contained herein, _________________ shall not sell or dispose of any Licensed Products if this Agreement was terminated for any material default or breach of this Agreement. __________________ acknowledges that _____________________ has not adequate remedy at law for any such failure referred to or referenced to in this Clause and in the event of any such failure, _________________ shall be entitled to equitable relief by way of temporary and permanent injunctions, in addition to such other further relief as any court of competent jurisdiction may deem just and proper.  15. Warranties The following are in addition to the termination rights provided elsewhere in this Agreement: (a) Immediate Right of Termination. The Licensor shall have the right to immediately terminate this Agreement on written notice should the Licensee: (i) Make, sell, offer for sale, use or distribute any Licensed Product or Promotional or Packaging Material without having the prior written approval of the Licensor or continues to make, sell, offer for sale, use or distribute any Licensed Product or Promotional or Packaging Material after receipt of notice from the Licensor withdrawing approval of same; (ii) Fail, after receipt of written notice from the Licensor, to immediately discontinue the distribution or sale of Licensed Products or the use of any Promotional or Packaging Material which does not contain the appropriate legal legend;  (iii) Subject to any voluntary or involuntary order of any government agency involving the recall of any of the Licensed Products because of safety, health or other hazards or risks to the public; (iv) Licensee and/or any of its controlling shareholders, officers, directors or employees take any actions in connection with the manufacture, sale, distribution or advertising of the Licensed Products or the Promotional and Packaging Material which damages or reflects adversely upon the Licensor, the Property and/or the Trademarks; (v) Breach any of the provisions of this Agreement relating to the unauthorized assertion of rights in the Property and/or the Trademarks; (vi) Fail to make timely payment of Royalties when due or fail to make timely submission of royalty statements when due two or more times during a twelve-month period. (vii) Breach any provision of this Agreement prohibiting the Licensee from directly or indirectly assigning, transferring, sublicensing or other encumbering this Agreement or any of its rights or obligations thereunder. (b) Right to Terminate on Notice. A party may terminate this agreement on thirty (30) days written notice to the other party, under any of the following circumstances, provided that during the thirty (30) day period, the defaulting party fails to cure the breach: (i) Should the Licensee fail to commence sale and distribution of the Licensed Products in all countries in accordance with the terms of this Agreement; (ii) Should the Licensee, after commencing to sell and distribute Licensed Products, fail to continue to sell and distribute the Licensed Products in commercially acceptable quantities in all countries in the Licensed Territory for two consecutive Royalty Periods; (iii) Should the Licensee violate any of its obligations under this Agreement including its payment obligations; (iv) Should the Licensee me a petition in bankruptcy or be adjudicated a bankrupt or insolvent, or make an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if the Licensee discontinues its business or if a receiver is appointed for the Licensee or the Licensee's business who is not discharged within thirty (30) days; (v) In the event that a party commits a material breach of any other provision of this Agreement which is not cured within thirty (30) days after receipt of notice from the non-breaching party.  16. Effect of Termination (a) If this Agreement is terminated under paragraph 15a, no Licensed Products may be sold or distributed or any Promotional or Packaging Material used without the prior express approval of the Licensor.  (b) Upon termination of this Agreement, notwithstanding anything to the contrary herein, all Royalties on shipments theretofore made shall become immediately due and payable and no Advance shall be repaid. (c) If this Agreement is terminated under a provision other than paragraph 15(a), Licensed Products which are on hand or in process at the time the notice of termination is received or at the time of the expiration of the Agreement, as the case may be, may continue to be sold or distributed for a sixty (60) day period, provided that all Royalties with respect to that period are paid and that the Licensor may itself use or license the use of the Property and/or the Trademarks in any manner. (d) After termination of this Agreement, all rights granted herein shall revert to the Licensor who may license others to use the Property and/or the Trademarks in any way whatsoever. The Licensee shall, thereafter, refrain from all further use of the Property and/or the Trademarks and turn over to the Licensor all molds and other materials which reproduce the Licensed Products or shall give the Licensor satisfactory evidence of their destruction. The Licensee shall be responsible for any damages caused by the unauthorized use of such molds or reproduction materials which are not turned over or destroyed. (e) The Licensee acknowledges that its failure to cease the manufacture, sale or distribution of the Licensed Products or any class or category thereof at the termination or expiration of this Agreement will result in immediate and irreparable damage to the Licensor and to the rights of any subsequent licensee of the Licensor. The Licensee acknowledges and admits that there is no adequate remedy at law for failure to cease the manufacture, sale or distribution and the Licensee agrees that in the event of such failure, the Licensor shall be entitled to equitable relief by way of injunctive relief and such other relief as any court with jurisdiction may deem just and proper. (f) Within thirty (30) days after termination or expiration of this Agreement, the Licensee shall provide the Licensor with a statement indicating the number and description of the Licensed Products which it had on hand or in the process of manufacturing as of the expiration or termination. The Licensor shall have the option of conducting a physical inventory in order to ascertain or verify such inventory and/or statement. In the event that the Licensee refuses to permit the Licensor to conduct such physical inventory, the Licensee shall forfeit its rights hereunder to dispose of such inventory.  17. Notices All notices or payments required to be sent to either party shall be in writing at the above addresses and sent by hand delivery or by Certified Mail, postage prepaid, return receipt requested.   18. Relationship of the Parties This Agreement does not create a partnership or joint venture between the parties and the Licensee shall have no power to obligate or bind the Licensor in any manner whatsoever.  19. Applicable Law and Disputes This Agreement shall be governed by the law of the State of _______________.  20. Waiver No waiver by either party of a breach or a default hereunder shall be deemed a waiver by such party of a subsequent breach or default of a like or similar nature.  21. Severability In the event that any term or provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision and this agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein.  22. Integration This Agreement represents the entire understanding between the parties hereto with respect to the subject matter hereof and this Agreement supersedes all previous representations, understandings or agreements, oral or written, between the parties with respect to the subject matter hereof and cannot be modified except by a written instrument signed by the parties hereto. By their execution below, the parties hereto have agreed to all of the terms and conditions of this Agreement. ____________________________ By: ______________________ Title: _____________ Date: _______________ ___________________________ By: ______________________ Title: _____________ Date: _______________  Schedule A Description of the Property Schedule B List of Trademarks Schedule C List of Licensed Products Schedule D Licensed Territory Schedule E Acceptable Form of Royalty Statement Required of Licensee

  • Agreement to lease

    AGREEMENT TO LEASE Download Word Document In English. (Rs.50/-) THIS AGREEMENT FOR LEASE OF LAND (“ Agreement”) made at __________ on the ____ between______________________________________, ______, constituted under the _________ Act, 2014 having its registered office at Lenin Centre ,  and represented by its ________, Mr._________ son of _________ aged ______ years, resident of ________ (hereinafter referred to as the “LESSOR” which expression, unless repugnant to the context or meaning thereof, will include its successors and assigns). AND For Partnership concern M/s.____________________, a unregistered partnership concern or a partnership concern registered under Partnership Act, 1932 with the Registrar of Firms, vide No._______ carrying the business at < office_> and represented by its Managing Partner, Sri./ Smt.____ S/o or W/o.__, Age:_ years, R/o___________ in co-partnership with the following partners: Sri______________________ Son of / wife of ________________aged about _________________ R/o ______;  ii) Sri______________________ Son of / wife of ________________aged about _________________ R/o ______; OR For Private limited concern M/s. _____________________________a  company/Trust/Society incorporated under the Companies Act 1956/Companies Act, 2013/Trust/Society registered under respective Centre and State Acts and having its registered office at______________________ and represented by its Authorised Signatory Sri./Smt._______ S/o or W/o______ , Age____ years, R/o______ as per the Resolution passed by the Board of Directors Dt._________, (Hereinafter referred to as the ‘Intending LESSEE’, which expression unless repugnant to the context or meaning thereof, shall include its successors and assigns). (Wherever the context so requires, the LESSOR and the Intending LESSEE shall be collectively referred to as the ‘Parties’ and individually as the ‘Party’) WITNESSETH: WHEREAS the LESSOR, _______________________________ (___________) was established in the year 2014 under the _________________ Act  for the purpose of development of the capital city of ___________.AND WHEREAS, LESSOR has acquired land in the capital city of _______ from various owners and guided by the objectives of revenue maximization; economic development; social development; and the infrastructure development or any combination of the foregoing objectives, has framed the rules, regulations and standing orders for the allotment of the acquired lands for the purpose of development of the capital city of ________.  AND WHEREAS the Intending LESSEE being the winning bidder and whose bid proposal has qualified through open tender for allotment of land on lease hold basis in the capital city of ________ for the purpose of promoting primary and secondary education in the capital city of ________ for the proposed project i.e., National Day School in _______ __ (hereinafter referred to as “the Project”). AND WHEREAS the LESSOR upon the due examination and consideration of the application of the Intending LESSEE, has allotted the Plot No…………measuring an extent of ……………… Acres equivalent to ………… Sq.Mts in Sy.Nos._____________of ________Village, _________ Mandal, _________ District in the State of Andhra Pradesh (“Schedule Property”) which is more fully described in the scheduled hereunder, as per its office Lr. No. …………………, dated ………., (“Allotment Letter”) on lease hold basis for the Lease Period (defined hereafter). AND WHEREAS the vacant possession of the Schedule Property will be delivered to the Intending LESSEE for purpose of promoting primary and secondary education in the capital city of ________ in accordance with provisions of the ________ Land Allotment Policy - Rules, Regulations and Standing Orders 2016 on execution of this Agreement to Lease; AND WHEREAS, the LESSOR having acquired the rights under the Land Pooling Scheme as per the __________ and having absolute possession and power to lease the Schedule Property, is executing this Agreement to Lease in favour of the Intending LESSEE (defined hereinafter) in accordance with the provisions of the Allotment Letter and on the terms and conditions herein contained. AND WHEREAS the Intending LESSEE has as a condition precedent to being placed in possession of the Schedule Property made the total payment of the Lease Premium fixed at __________ (Rupees ________________ Only) at the rate of ______/- (Rupees __________ Only) Per Acre. NOW THEREFORE IN CONSIDERATION OF THE ABOVE RECITALS AND IN PURSUANCE OF THE AFORESAID ALLOTMENT LETTER, THESE PRESENTS WITNESSETH AND IT IS HEREBY AGREED AND CONFIRMED BY AND BETWEEN THE PARTIES AS FOLLOWS: 1. GRANT OF LEASE In consideration of the Lease Premium of $._____/- (_____ only) paid, Lease Rent and other amounts to be payable by the Intending LESSEE as set out in this Agreement, the Lessor agrees to lease unto the Intending LESSEE all that piece and parcel of land measuring an extent of Acre _______ in Sy.Nos.____________ situated at ________________ Villages, ________ Mandal, Guntur District, Andhra Pradesh hereinafter referred to as the “Schedule Property” and more particularly described in the Schedule to this Agreement to Lease and on compliance by the Intending LESSEE with the terms and conditions. 2. LEASE PERIOD AND LEASE COMMENCEMENT The term of the Lease shall be for 33 (Thirty Three) years and this term may be extended at the sole discretion of the Lessor up to two times, each for a period up to 33 years (“Lease Period”). The Lease Period shall commence from the date of Agreement to Lease. 3. PAYMENT OF LEASE RENT The Intending LESSEE shall pay the annual lease rent at $._______/- (______ only) per Acre i.e., a total amount of $.__________/- (__________only) for the Schedule Property. Termination due to non-payment of Lease Rent The Parties agree that if there is any failure on the part of the Intending LESSEE to pay the Lease Rental or any other charges as agreed or may be due under this Agreement, the same shall be construed as the breach of this Agreement to Lease and the LESSOR shall be entitled to terminate this Agreement to Lease and resume the land allotted by the LESSOR under this Agreement/Allotment Letter in accordance with the procedure set out in the Agreement. . 4. PURPOSE/PROJECT/USE: 4.1 The Parties agree that the Schedule Property has been allotted to the Intending LESSEE by the LESSOR for setting up of ……National Day School in ________…… (“the Project” or “the Purpose” or “the Use”). The Intending LESSEE shall implement the said Project and commence commercial operations as laid down herein after. 4.2 Change in Use The Intending LESSEE shall not change the use of the Schedule Property or the buildings thereon for any purpose other than the one prescribed in the Agreement to Lease, either fully or partly without the prior permission of the LESSOR in writing and without payment of prescribed additional Lease Premium and other charges as may be determined by the LESSOR from time to time. 4.3 The Intending LESSEE undertakes that as and when the Schedule Property is no longer required by the Intending LESSEE for the aforesaid Project/Purpose, the Intending LESSEE shall forthwith relinquish and surrender the land in favour of the LESSOR, and in the event of such surrender, the LESSOR is not obligated to refund the cost of the Schedule Property paid by the Intending LESSEE. In the event of cancellation/ resumption of the Schedule Property allotted/leased, the payments made by the Intending LESSEE shall stand forfeited, including the EMD amount, towards the use and occupation of the Schedule Property. However the LESSOR may, at its option, consider the refund of the amounts paid by the Intending LESSEE subject to the deductions and other terms and conditions. 4.4 The amounts paid towards process fee, penalties and surcharges shall not be refunded to the Intending LESSEE. 4.5 All charges in respect of water, power, drainage, sewage disposal, street lighting and other utilities, property tax and concerned taxes will be paid to and settled by the Intending Lessee with the concerned authorities 4.6 If there are any buildings whether constructed or not by the Intending LESSEE on the land in the Schedule Property, the LESSOR may at its option either refund the cost as assessed by it after the assessed cost is collected from the incoming party or otherwise direct the Intending LESSEE to remove the buildings at their cost within such time as may be allowed by the LESSOR. 4.7 The Parties agree that no amounts whatsoever shall be refundable on the termination/surrender/expiry of the Lease Period and no ownership rights, title , interest whatsoever on/into the Schedule Property shall ever be deemed to have been created in the Intending LESSEE at any point of time by virtue of this Agreement to Lease. 5. PERIOD OF CONSTRUCTION/DEVELOPMENT 5.1 Total period for development is four years from the date of execution of this Agreement. 5.2 The Intending LESSEE shall be allowed to develop the entire project in not more than three phases. For each Phase the following milestone shall be observed: First Phase: a. Apply and obtain the Building Permission within three months from the date of this Agreement b. Plinth Completion: Within six months from the date of Building Permission c. Completion Certificate and commencement of Operations: Within nine months from the date of Plinth Completion Second and Third Phase: Winning Bidder must apply/obtain the Occupancy/Completion Certificates and commence all classes in second and third phases within four years from the date of this Agreement.  5.3 EXTENSION OF THE DEVELOPMENT/CONSTRUCTION PERIOD 5.3.1 The Intending LESSEE is bound to develop the entire Project within four years. The LESSOR at its sole discretion, beyond four years, may allow the extension charging the additional premium as follows: a. For year one – 10% b. For year two – 10% The percentage above shall be of the lease premium paid or the reserve price for the use/location, whichever is higher. 5.3.2 The abovementioned additional lease premium shall be cumulative, for illustration if the extension is sought for one year the additional premium shall be 10%, for two years it will be 20%. However, the Intending LESSEE agrees that notwithstanding the number of years mentioned in the foregoing paras, it is not obligatory for the LESSOR to grant an extension for the maximum number of years as mentioned in Clause 5.3.1 of this Agreement to Lease. 5.3.3 In the event of failure of the Intending LESSEE to complete, the development/construction of the Project on the land under allotment within four years or in the extended period, the LESSOR shall be entitled to terminate the Agreement and the process for resumption of the Schedule Property shall be commenced by the LESSOR as per the relevant provisions in the ________ Land Allotment Rules, 2016 and/or Regulations and/or in the standing order(s). 5.3.4 Notwithstanding the provisions in clauses 5.3.1, 5.3.2 and 5.3.3 above, extension in development period, may be given by the LESSOR without charging the additional premium, at its discretion, only on the following grounds: a. The Schedule Property being not accessible due to lack of access from at least one of the roads. It is clarified that not having any other infrastructure such as storm water drain, water supply, shall not be a reason for grant of extension without additional premium. b. The Schedule Property did not have access to power (electricity) within a distance of 250 meters from its boundaries. c. Work/construction was held up due to injunction/stay orders from the Court/s in general or in this specific case. 5.3.5 The Intending LESSEE understands and agrees that the period involved in the above clauses 5.3.4, shall be calculated on the basis of actual period of delay and the extension, if any, only for such proportionate period of delay will be without payment of additional lease premium. 5.3.6 Not withstanding anything contained in the above clauses, if the delay occurs due to happening of ‘the Force Majeure’ events of natural calamity such as earthquake, flood or because of the events beyond the control of the Intending LESSEE such as war, fire, etc, the construction period may be extended by the LESSOR for the appropriate period determined by the LESSOR. 6. Additional FSI If any additional FSI is available for the Schedule Property or for the use for which the land is leased as on the date of Agreement to Lease or if the same becomes available after the execution of the Agreement to Lease or the Lease Deed, the Intending LESSEE may use the same with prior permission of the LESSOR subject to payment of additional lease premium and other charges as may be determined by the LESSOR from time to time. 7. The Parties agree that this “Agreement To Lease” is being given to the Intending LESSEE for implementation of the Project only and for no other purpose hatsoever. 8. NO OWNERSHIP RIGHT 8.1 The Lease of the Schedule Property shall at no point c1reate any ownership rights in favour of the Intending LESSEE by virtue of execution of this Agreement or the Lease Deed or any other incidental or ancillary agreements thereto. 9. SUB LEASE AND ASSIGNMENT 9.1 The Intending LESSEE shall not, except as provided in Clause 10, directly or indirectly sell, assign, mortgage, sublet or underlet, or otherwise transfer fully or in part, the Project or the Schedule Property or its interests therein or transfer the possession of the Schedule Property either wholly or partially, to any Person (legal or  natural) during the subsistence of Agreement to Lease. However, the Intending LESSEE shall be entitled to sublease or assign its leasehold interest in the Schedule Property upon obtaining prior consent in writing from the LESSOR and upon compliance of the following conditions to the satisfaction of the LESSOR:  a. Intending LESSEE shall pay to the LESSOR the transfer charges, as may be determined by the LESSOR from time to time. b. Intending LESSEE shall ensure that the transferee/sub-lessee/assignee executes the necessary documentation including but not limited to a deed of adherence undertaking to perform all the obligations under the Lease Deed including the covenants for utilization of land in the Schedule Property solely for the purpose for which it is allotted by the LESSOR to the original LESSEE. c. The assignee or sub-lessee shall have at least the same qualifications as prescribed by the LESSOR vis-à-vis the original Intending LESSEE. 9.2 The Intending LESSEE shall abide with the ________ Land Allotment Policy - Rules, Regulations and Standing Orders 2016 and also abide by any other terms & conditions as may be communicated by the LESSOR from time to time. In case any question/doubt arises on the allotment under this Agreement, the decision of the LESSOR shall be final and binding on the Intending LESSEE. 10. MORTGAGE/FINANCIAL ASSISTANCE 10.1 The Intending LESSEE may create charge or mortgage the leasehold rights and the construction there on, but not on Schedule Property, for the limited purpose of raising loan from Nationalized /Scheduled Banks, or other lending Institutes notified by the APCRDA, subject to the condition that such amount shall be utilized for the purpose of development of the Schedule Property. However, all such mortgages, charges or encumbrances shall be subject to the rights of the LESSOR under this Agreement and any modification or amendment thereto for the time being in force. 10.2 The LESSOR may prescribe such other conditions for mortgage of the Schedule Property, in whole or in part by the Intending LESSEE, as per the ________ Land Allotment Rules and regulations and Standing Orders issued fromtime to time. 10.3 The Intending LESSEE undertakes to inform the LESSOR the details of finance(s) raised on the security of the Schedule Property from time to time till the loan(s) is/are repaid to the financial agencies/lenders by the Intending LESSEE. It shall be mandatory for the LESSEE to ensure that the financial agency/bank/lender which finances to the Intending LESSEE on the security of the Schedule property, shall inform the LESSOR the details of finance(s) from time to time till the loan(s) is/are repaid by the LESSEE and also comply the terms & conditions of NOC, if any, issued by the LESSOR on the request of the Intending LESSEE and the Banker / Financing agency, above stated. The LESSEE shall obtain written permission of the LESSOR before subjecting the Schedule Property to any mortgage or encumbrances whatsoever. 10.4 The Intending LESSEE/LESSEE undertakes and agrees to pay/refund the LESSOR any further amount or dues as may be notified by the LESSOR, in case the LESSOR is finally obliged to pay any higher sum towards development charges and payment of enhanced compensation towards the cost of acquisition of the land / enhancement in the cost of the land under the said Development Agreements, during the Lease Period or its renewal thereof, without any demur or protest by the Intending LESSEE/LESSEE. 11. CONDITIONS FOR EXECUTION OF LEASE DEED 11.1 The Intending LESSEE understands and agrees that only on the implementation of the Project as per the Provisions of the Development attached with this document (Annexure I) by the Intending LESSEE and commencement of commercial operations as per the Project envisaged on the Schedule Property, the Lease Deed shall be executed and registered in the name of the Intending LESSEE in accordance with the other terms and conditions enumerated hereafter in this Agreement. After execution of the Lease Deed, the possession of the Intending LESSEE shall be confirmed by issuing a confirmation certificate in the prescribed format by the LESSOR. 11.2 As soon as the Occupancy Certificate is received by the Intending LESSEE from the LESSOR, the Intending LESSEE shall apply to the LESSOR for execution of the Lease Deed. The LESSOR shall grant the Lease of the Schedule Property and the buildings thereon or execute the Lease Deed, if the Intending LESSEE has observed all the terms and conditions of the Agreement to Lease without any breach or default. 11.3 Detailed specifications about the physical facilities to be created, minimum operational criteria and other standards to be maintained by the intending Lessee are given in Schedule to this Agreement To Lease and the same shall be adhered to by the Intending Lessee. 12. GENERAL TERMS AND CONDITIONS OF LEASE 12.1 The Lease Deed shall be executed by the LESSOR upon fulfilment of terms and conditions in this Agreement or as may be prescribed by the LESSOR from time to time including the following general terms and conditions: i) Intending LESSEE during the lease period, shall pay all the rates, taxes, and other charges due and becoming due in respect of the Schedule Property; ii) Whenever any of the charges recoverable under (i) above or the Lease Rent, falls into arrears, the LESSOR shall be entitled to recover the same as ‘Arrears of Land Revenue’, as per the procedure laid down in _____________Act, 1864. iii) The Intending LESSEE shall pay all costs and expenses, incidental to the preparation, execution and registration of all deeds or instruments of lease including the stamp duty and registration charges prescribed under the G.O.Ms No. 408 (issued by the Revenue department of _______, the Indian Stamp Act, 1899 and Andhra Pradesh Rules under the Registration Act, 1908. iv) Notice of demand: Any letter or notice sent by the LESSOR through the Registered Post with acknowledgment due or through the Electronic Post (E Mail) to the Intending LESSEE at the address or E-Mail Address with read receipt requested given in the Agreement to Lease shall be deemed to have been legally delivered and served upon the Intending LESSEE.  v) Preference in employment: Intending LESSEE shall give preference to the local, displaced persons in employment in the labor and semi-skilled  categories in its Project, provided they satisfy the prescribed qualifications. vi) Payment of Service Charges: The Intending LESSEE shall pay to the LESSOR the service charges as determined by the LESSOR from time to time, towards the cost of establishing and maintaining civic amenities such as roads, water, drainage, sewage, solid waste collection and management etc. This service charge shall be payable to the local body as and when the same is so authorized or is newly created in the area/local area in which the Schedule Property is situated. vii) Intending LESSEE shall obtain necessary clearances including the environmental clearances, if applicable, etc. from the State/Government of India Authorities  viii) Intending LESSEE/LESSEE shall be liable to pay service tax or any other tax in form of Service Tax. 12.2 Change in Constitution: 12.2.1 The Intending LESSEE may be permitted to change its constitution subject to the condition that the shareholders/members of the Intending LESSEE shall hold not less than fifty one (51) % of the equity in case of a Company or fifty one (51) % share in the profit and loss of the partnership firm in the event the Intending Lessee being a Company or a Partnership Firm, and subject to the condition that the intending lessee has majority in the proposed Trust or Society in the event of the intending lessee being a Trust or Society. S. No Original LESSEE Converts into a LESSEE in whose name the allotment is to be transferred 1 Proprietor/Individual 1) Other proprietary firm 2) Partnership Firm 3) Company (under the Companies Act) 4) LLP 2 Partnership 1) Company (under the Companies Act) 2) LLP 3 Company under the Companies Act and/or LLP 1) Special Purpose Company 2) Any Other Company 4 Company under the Companies Act Transfer of allotment to subsidiary/holding/associated companies 12.2.2 It is clarified that transfer of the leasehold interest in the allotted land shall mean and include the transfer of share or shares in the Company/Co-operative Society/Limited Liability Partnership/Partnership Firm and reconstitution of the Trustees in case of a Trust. 13. COVENANTS AND UNDERTAKINGS OF THE INTENDING LESSEE 13.1 The Intending LESSEE shall use the Schedule Property for [__National Day School in __________]. The Intending LESSEE hereby agrees that they shall not put up any structure or building otherwise than as per the approved plans and the Detailed Project Report (DPR), which shall be prepared and submitted to the LESSOR upon the receipt of the Letter of Intent. Any changes in the DPR shall be done with prior approval of the LESSOR. The Intending LESSEE expressly agrees and undertakes that the Schedule Property shall be utilized exclusively only for the Purpose set-forth herein and initially mentioned in the Letter of Intent and that no change shall be made without the written sanction of the LESSOR. 13.2 The Intending LESSEE undertakes and covenants to keep the buildings and all additions, there to and boundary walls thereof and the drains, soil and other pipesand sanitary and water apparatus and appurtenances thereof in good and running condition during the Lease Period. 13.3 The Intending LESSEE agrees not to make or permit any alterations or additions to the approved building including digging any open wells/sinking a bore well or excavating sub-soil for any other purpose other than the Project without obtaining the previous consent/permission in writing of the LESSOR or cause any injury to the walls and fittings thereof in the Schedule Property. 13.4 The Intending LESSEE agrees not to permit any lease by auction upon the premises whether in whole or in part or suffer the premises in the Schedule Property to be used in such a way as to cause nuisance or annoyance or inconvenience to the neighbors/occupiers of the area adjoining the Schedule Property. 13.5 The Intending LESSEE agrees to permit the LESSOR’s authorized representatives or their agents or officers, supervisors with or without workmen at  all reasonable times to enter upon the premises in the Schedule Property to view the conditions thereof upon reasonable notice given by the LESSOR to effect repairs in accordance with such notice at the cost of the Intending LESSEE. 13.6 The Intending LESSEE agrees not to transfer or change the ownership/constitution of the nature of the business relating to the Schedule Property, whether in whole or in part without obtaining specific permission in writing of the LESSOR. 13.7 The Intending LESSEE agrees to allow the LESSOR to recover the amounts due to it under this Agreement in any way recoverable by it from the Intending LESSEE as per applicable law in force at the time without prejudice to the rights of the financing agency/lender. 13.8 The Intending LESSEE understands that the LESSOR is competent to enforce the compliance of the terms of the Lease and this Agreement with all the rules, regulations and the provisions of any other Act in force including but not limited to the APCRDA Act, 2014 and the Rules, Regulations and standing orders thereunder, whether in respect of the implementation of the Project or for any purpose connected therewith and the Intending LESSEE shall be responsible for compliance of the aforesaid at their costs with all instructions issued by the LESSOR from time to time in this regard. 13.9 The Intending LESSEE understands and covenants that the LESSOR or their personnel engaged by them will have reasonable access to all common services and common facilities provided in the Schedule Property. 13.10 The Intending LESSEE understands that the Lease Deed shall be executed by the LESSOR in favour of the Intending LESSEE on the fulfillment of the terms and conditions under this Agreement, including, but not limited to payment of all the dues to the LESSOR with interest including penalties, maintenance charges, water charges, property taxes as stipulated from time to time by the LESSOR and after commencement of commercial operations. 13.11 The Intending LESSEE agrees that the property tax, advertisement tax, fee for building permits, permissions for installation of plant and machinery etc.,  shall be paid to the authority as may be notified by the Government or as may be informed by the LESSOR. 13.12 The Intending LESSEE agrees that the Intending LESSEE shall abide by any other conditions as may be imposed in course of time during the Lease Period or its renewal term/s, if any, by the LESSOR. All the costs and expenses of and incidental to the preparation, execution and registration of this Agreement to Lease shall be paid by the Intending LESSEE. 14. GROUNDS FOR TERMINATION 14.1 Including but not limited to the below mentioned circumstances, the LESSOR may determine the Lease if: a. The Intending LESSEE is unable to use the land at any point in time during the tenure of the Lease, as prescribed under the Agreement to Lease / Lease Deed including the Intending LESSEE’s failure to achieve implementation milestones. b. The Intending LESSEE fails to pay the Lease Rent or other charges/dues to the LESSOR or the Government as agreed in the Agreement to Lease/Lease Deed. c. The Intending LESSEE sells, assigns, sublets, underlets or in any other manner either parts with its lease hold rights in the Schedule Property including the sale or attempt to sell the plot of land in Schedule Property fully or partly, at any point in time during the tenure of the lease, without obtaining necessary permission in writing from the LESSOR. d. Fails to obtain (except for force majeure circumstances) the building permission, commence and/or complete the construction of the buildings structures or is otherwise unable to take possession of the land, or achieve the milestones in terms of the Agreement to Lease. . e. Fails to observe and perform in accordance with the terms and conditions of the Agreement to Lease and/or the permit(s). f. Fails to carry out the construction on the Schedule Property with utmost care, diligence and in accordance with the best industry practices. g. Changes the ownership during the lock-in period as mentioned in the RFP, in case of a consortium. 14.2 Non Compliance Any non-compliance with the terms and conditions of the Agreement to Lease shall be a breach of this Agreement and the LESSOR is thereby entitled to terminate this Agreement and resume the possession of the Schedule Property in accordance with the procedure set out in the ________ Land Allotment Policy - Rules, Regulations and Standing Orders 2016 in this regard. 14.3 Notice Of Termination 14.3.1 The LESSOR on ascertaining through its implementation and monitoring systems any breach of condition of this Agreement/Lease Deed shall issue a notice to the Intending LESSEE to rectify the breach within a period of thirty (30) days from the date of the notice, to the satisfaction of the LESSOR. 14.3.2 If the breach is not rectified in the given period, a final order of termination shall be issued by the LESSOR clearly indicating the date & time for redelivery of possession of the Schedule Property by the Intending LESSEE in favour of the LESSOR. Where such re-delivery of possession is not effected by the Intending LESSEE, then the Intending LESSEE shall be treated as an encroacher and shall be dealt with as per the applicable law in that regard. 14.4 CONSEQUENCES OF EARLY TERMINATION /EXPIRY 14.4.1 The Intending LESSEE shall upon expiry or early determination of the Agreement to Lease/Lease Deed in accordance with the Agreement to Lease/Lease Deed, hand over the vacant and peaceful possession of the Schedule Property in as good a condition as it was handed over to the Intending LESSEE, except for the normal wear and tear. 14.4.2 The Intending LESSEE agrees and understands that if the possession of the Schedule Property as above is not given by the Intending LESSEE, the LESSOR shall be entitled to approach the appropriate authority /Court for the resumption of possession of the Schedule Property and any structures thereon, under the laws in force. 15. GOVERNING LAW AND JURISDICTION: The validity, construction and performance of this Agreement shall be construed and the legal relations between the Parties hereto shall be determined and governed in accordance with Indian law and shall be subject to the exclusive jurisdiction of the courts. 16. INDEMNITY: The Intending LESSEE shall be liable for and indemnify and hold the LESSOR harmless against all actions, claims/demands, damages, losses and expenses that may arise from the breach of any of the terms and conditions of this Agreement to Lease or Lease Deed by the Intending LESSEE or for any default of the Intending LESSEE in the Implementation of the Project or for any damage or loss caused due to the willful misconduct or negligence of the Intending LESSEE or its employees, its agents, visitors of the Intending LESSEE. It is clarified that the indemnity provisions shall survive the Lease Period including any renewals thereof, expiry or early determination/termination of this Agreement or the Lease Deed. 17. NOTICE 17.1 Save as otherwise specifically provided in this Agreement, any notice, demand or other communication to be served under this Agreement may be served upon any Party hereto only by registered / speed post acknowledgement due or delivering the same by courier or sending the same by email with read receipt requested /facsimile transmission to the Party to be served at its address below, or facsimile number given below, or at such other address or number as it may from time to time notify in writing to the other Party hereto. S. No. Name of the Party Address 1. _____________________ _______________ _______________ 2. . ________________ ________________ 17.2 A notice or demand served by registered/speed post acknowledgement due or courier shall be deemed duly served 48 (forty eight) hours after posting and a notice or demand sent by facsimile / e-mail transmission shall be deemed to have been served at the time of transmission and in proving service of the same it will be sufficient to prove, in the case of a letter, that such letter was sent properly by registered post, addressed and placed in the post and in the case of a facsimile transmission, that such facsimile was duly transmitted to a current facsimile  number of the addressee at the address referred to above and in case of e-mail, upon receiving a delivery/sent message by the sender. 18. MISCELLANEOUS 18.1 Waiver The failure of the LESSOR to enforce, in any one or more instances, performance of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or a relinquishment of any right or claim granted or arising hereunder to the LESSOR or waiver of the future performance of any such term, covenant, or condition by the Intending LESSEE, and such failure shall in no way affect the validity of this Agreement or the rights and obligations of the Parties hereto. 18.2 Entire Agreement This Agreement, the Letter of Intent and Bid documents and any corrigenda / addenda together constitute the entire agreement and understanding between the Parties in respect of this Lease till the execution of the Lease Deed and supersedes any and all prior negotiations, correspondence, Term Sheets/LOI, agreements, understandings, duties or obligations between the Parties in respect hereof. In the event of any conflict between the terms of this Agreement and ________ Land Allotment Policy - Rules, Regulations and Standing Orders 2016, the ________ Land Allotment Policy - Rules, Regulations and Standing Orders 2016 orders shall prevail, to the extent of such conflict. The order of prevalence is the Agreement to Lease, Letter of Intent followed by the Bid document and any corrigenda / addenda. 18.3 Severability Any provision of this Agreement which is prohibited, unenforceable or is declared or found to be illegal, unenforceable or void in any jurisdiction shall, as to such  jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. If any such invalidity substantially affects or alters the commercial basis of this Agreement, the Parties shall negotiate in good faith to amend and modify the provisions and terms of this Agreement as may be necessary or desirable in the circumstances to achieve, as closely as possible, the same economic or commercial effect as the original provisions and terms of this Agreement. 18.4 Authority Each Party to this Agreement represents that it possesses full power and authority to enter into this Agreement and to perform its obligations hereunder and that the legal representative of each Party is fully authorised to sign this Agreement. 18.5 Survival The provisions of Clause 13.4 and Clause 15 shall survive the termination or expiry of this Agreement. 18.6 Counterparts This Agreement is executed in two counterparts, each of which shall be deemed an original and shall represent one and the same transaction. 18.7 Decision of LESSOR In all the matters of doubts concerning and in respect of this indenture the decision of the LESSOR shall be final and binding on the Intending LESSEE and any default by the Intending LESSEE thereof shall be deemed to be a breach of the terms of this indenture resulting in termination of the Lease. 19.IN WITNESS WHEREOF the seal of LESSOR and Intending LESSEE, both hereunto be affixed respectively and indenture executed for and on behalf of LESSOR represented by the Commissioner, Andhra Pradesh Capital Regional Development Authority and Intending LESSEE represented by its ______________ Mr./Ms.____________ duly authorized vide its Board Resolution dated _______ hereunto set the hand on the day and year first above written.  MINIMUM DEVELOPMENT CONDITIONS ■ General Guidelines ■ Following are the guidelines which govern the overall School development. – Global Floor Space Index (FSI) is restricted to 1.4. Global FSI in this regard means that the FSI that can be built shall be 1.4 times of the total plot area irrespective of the area left for Roads, Open Spaces, Playgrounds etc within the plot. – 75% full FSI of the plot should be developed within 4(Four) years of execution of Agreement to Lease. ■ Development Stages – The complete infrastructure can be developed in not more than 3 phases as follows – Phase 1 : Within 18 months from the date of Agreement to Lease – Phase 2 and Phase 3: Within 4 years of the date of the Agreement to Lease. – Intra-phase milestones as laid down in this agreement and/or the ________ Land Allotment Policy documents shall be followed – Physical infrastructure targets including buildings, roads, playgrounds etc., shall be as per follows: □ Phase 1: 30,000 sq ft of Built Up area □ Phase 2 and Phase 3: Combined development of the balance built up area and facilities ■ Sports and other Infrastructure Facilities – School shall keep 50% of the allotted plot for open use activities like outdoor sports activities etc. – 100% full FSI of the plot should be developed within 4(Four) years of date of Agreement to Lease. – Availability of minimum 3 outdoor sports and games facilities and minimum 3 indoor sports and games facilities within 4 (Four) years of date of Agreement to Lease. – School should have a well-built library and facilities for group discussions, individual learning and online tool access. Number of titles per student should be minimum 7.5 ■ Academic Requirements – Enrolment into the School must commence from the academic session of 2018. – School shall obtain the CBSE/CISCE/AP Board affiliation within first 4 (Four) years from date of Agreement to Lease. SCHEDULE PROPERTY District : Mandal: Village : Panchayat:, ______ Plot No.____ measuring ________ Acres equivalent to _________Sq.Meters in Sy.Nos._________ situated at_____________ Village, _______Mandal, _______District, Andhra Pradesh and bounded by: NORTH : __ SOUTH : __ EAST : __ WEST : __ For and on behalf of LESSOR Witnesses: stamp / seal 1) 2) For and on behalf of Intending LESSEE Witnesses: stamp / seal 1) 2)

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