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- Contractor Agreement
Contractor Agreement Download Word Document In English. (Rs.50/-) This Agreement is made between ____________________ ("Client") with a principal place of business at __________________ and _______________ ("Contractor"), with a principal place of business at ____________________________. 1. Services to Be Performed Contractor agrees to perform the following services: _____________ OR Contractor agrees to perform the services described in Exhibit A, which is attached to this Agreement. 2. Payment In consideration for the services to be performed by Contractor, Client agrees to pay Contractor at the following rates: ____________________________. Contractor shall be paid within a reasonable time after Contractor submits an invoice to Client. The invoice should include the following: an invoice number, the dates covered by the invoice, and a summary of the work performed. 3. Expenses Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone expenses; meals; and all salary, expenses, and other compensation paid to employees or contract personnel the Contractor hires to complete the work under this Agreement. OR Client shall reimburse Contractor for the following expenses that are attributable directly to work performed under this Agreement: _________________. Contractor shall submit an itemized statement of Contractor's expenses. Client shall pay Contractor within 30 days after receipt of each statement. 4. Vehicles and Equipment Contractor will furnish all vehicles, equipment, tools, and materials used to provide the services required by this Agreement. Client will not require Contractor to rent or purchase any equipment, product, or service as a condition of entering into this Agreement. 5. Independent Contractor Status Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel are, or shall be deemed, Client's employees. In its capacity as an independent contractor, Contractor agrees and represents, and Client agrees, as follows [Check all that apply] [ ] Contractor has the right to perform services for others during the term of this Agreement. [ ] Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed. Contractor shall select the routes taken, starting and quitting times, days of work, and order the work is performed. [ ] Contractor has the right to hire assistants as subcontractors or to use employees to provide the services required by this Agreement. [ ] Neither Contractor nor Contractor's employees or contract personnel shall be required to wear any uniforms provided by Client. [ ] The services required by this Agreement shall be performed by Contractor, Contractor's employees, or contract personnel, and Client shall not hire, supervise, or pay any assistants to help Contractor. [ ] Neither Contractor nor Contractor's employees or contract personnel shall receive any training from Client in the professional skills necessary to perform the services required by this Agreement. [ ] Neither Contractor nor Contractor's employees or contract personnel shall be required by Client to devote full time to the performance of the services required by this Agreement. 6. Business Licenses, Permits, and Certificates Contractor represents and warrants that Contractor and Contractor's employees and contract personnel will comply with all federal, state, and local laws requiring drivers and other licenses, business permits, and certificates required to carry out the services to be performed under this Agreement. 7. State and Federal Taxes Client will not: • withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf • make state or federal unemployment compensation contributions on Contractor's behalf, or • withhold state or federal income tax from Contractor's payments. Contractor shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Contractor shall provide Client with proof that such payments have been made. 8. Fringe Benefits Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client. 9. Unemployment Compensation Client shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement. 10. Workers' Compensation Client shall not obtain workers' compensation insurance on behalf of Contractor or Contractor's employees. If Contractor hires employees to perform any work under this Agreement, Contractor will cover them with workers' compensation insurance to the extent required by law and provide Client with a certificate of workers' compensation insurance before the employees begin the work. 11. Insurance Client shall not provide insurance coverage of any kind for Contractor or Contractor's employees or contract personnel. Contractor shall obtain the following insurance coverage and maintain it during the entire term of this Agreement: [Check all that apply.] [ ] Automobile liability insurance for each vehicle used in the performance of this Agreement -- including owned, non-owned (for example, owned by Contractor's employees), leased, or hired vehicles -- in the minimum amount of $_____ combined single limit per occurrence for bodily injury and property damage. [ ] Comprehensive or commercial general liability insurance coverage in the minimum amount of $______ combined single limit, including coverage for bodily injury, personal injury, broad form property damage, contractual liability, and cross-liability. Before commencing any work, Contractor shall provide Client with proof of this insurance and with proof that Client has been made an additional insured under the policies. 12. Indemnification Contractor shall indemnify and hold Client harmless from any loss or liability arising from performing services under this Agreement. 13. Term of Agreement This agreement will become effective when signed by both parties and will terminate on the earlier of: • the date Contractor completes the services required by this Agreement • ____________ [date], or • the date a party terminates the Agreement as provided below. 14. Terminating the Agreement With reasonable cause, either Client or Contractor may terminate this Agreement, effective immediately upon giving written notice. Reasonable cause includes: • a material violation of this Agreement, or • any act exposing the other party to liability to others for personal injury or property damage. OR Either party may terminate this Agreement at any time by giving ____ days' written notice to the other party of the intent to terminate. 15. Exclusive Agreement This is the entire Agreement between Contractor and Client. 16. Modifying the Agreement This Agreement may be modified only by a writing signed by both parties. 17. Resolving Disputes If a dispute arises under this Agreement, any party may take the matter to California state court, jurisdiction of the county of Alameda. OR If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Alameda County, CA. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Alameda County, CA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator. 18. Confidentiality Contractor acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client's prior written permission except to the extent necessary to perform services on Client's behalf. Proprietary or confidential information includes: • the written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use • any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of • business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information • information belonging to customers and suppliers of Client about whom Contractor gained knowledge as a result of Contractor's services to Client, and • other: _____________________. Upon termination of Contractor's services to Client, or at Client's request, Contractor shall deliver to Client all materials in Contractor's possession relating to Client's business. Contractor acknowledges that any breach or threatened breach of Clause 18 of this Agreement will result in irreparable harm to Client for which damages would be an inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause 18 of this Agreement. Such equitable relief shall be in addition to Client's rights and remedies otherwise available at law. 19. Proprietary Information. A. The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and Contractor hereby assigns to the Client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agree not to challenge the validity of the Client’s ownership in the Work Product. B. Contractor hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings. C. The Client will be entitled to use Contractor’s name and/or likeness use in advertising and other materials. 20. No Partnership This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client's behalf. 21. Assignment and Delegation Either Contractor or Client may assign rights and may delegate duties under this Agreement. OR Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Client's prior written approval. 22. Applicable Law This Agreement will be governed by California law, without giving effect to conflict of laws principles. Signatures Client/Owner: _________________________________________________________ Printed Name _________________________________________________________ Signature _________________________________________________________ Date Contractor: _________________________________________________________ Printed Name _________________________________________________________ Signature _________________________________________________________ Date _________________________________________________________ Taxpayer ID Number Attachments: _____Exhibit A: Additional Description of Services to be Performed (chk if applicable)
- LLC Operating Agreement
LLC Operating Agreement Download Word Document In English. (Rs.35/-) This LLC Operating Agreement, referred to herein as the Agreement, is made this ________ by and between ______, a resident of ___________, and his partner, ______, a resident of ____________, who are referred to herein as either the Partners or the Members, both terms having the same meaning. The Members have formed a Limited Liability Company, which is known as XYZ Enterprises, LLC under the laws of the Commonwealth of Pennsylvania, and which is referred to herein as the Company. The two Members listed in the preceding paragraph are the only Members of the Company. In consideration of the mutual promises contained in this Agreement, and in order to establish procedures for operating the Company, and intending to be legally bound by the terms and conditions set forth herein, the Members hereby agree as follows. A. The Company and its Business The primary business to be conducted by the Company shall be the acquisition of merchandise from various sources, and reselling it on the Internet website known as _____. The Company shall also act as a Trading Assistant, whereby it sells merchadise for others for a fee on _______. The Company may also engage in any other lawful business that the Members may approve. The name of the Company shall be registered as a trademark with the Office of the Secretary of State of the Commonwealth of Pennsylvania. The registered office of the Company, and its principal place of business shall be located at __________, which is the home of ______, a Member of the Company. This is a home-based business. Each Member is employed by another company. Each member shall work on the business of the Company part time as a second job, and will devote time to the business, as it is available, primarily on weekends. The business will not maintain regular working hours, but each Member will work whatever hours that are required to accomplish their respective responsibilities as set forth in this Agreement. B. Capital Contributions Each Partner shall make equal contributions to the capital of the Company. Each Partner shall provide their own computer for use in the Company’s business, and shall contribute the amount of $ 1,000.00 in cash each for working capital. Subsequent capital contributions shall be provided by each Partner as may be required from time to time to operate the Company’s business adequately. Each Partner shall own an equal 50% share of the Company and its business. C. Accountability The responsibilities for each Partner’s role in operating the Company’s business are set forth in more detail later in this Agreement. ______ is responsible for acquiring suitable merchandise for resale. ______ is responsible for selling the merchandise acquired by her Partner. Each Partner shall be accountable to the other Partner for the satisfactory performance of their responsibilities, and shall devote whatever time and effort that may be required to accomplish the goals that may be established by mutual agreement between the Partners from time to time. The Company is organized as a Limited Liability Company (LLC) pursuant to the Business Corporation Law of the Commonwealth of Pennsylvania. Having two Members, the Company shall be taxed by the Internal Revenue Service as a Partnership. D. Liability The personal liability of each Member shall be limited to their respective investment in the Company. The Members shall not be subject to joint and several liability as would affect the general partners in a general partnership. The Company subscribes to the highest personal standards of ethical conduct in any activity related to the Company’s business. Any improper, unethical or illegal activity undertaken by either Member shall be deemed to have been disavowed by the Company, and shall not affect the liability of the other Member. One Member shall not be held liable for the illegal activity of the other Member, provided the innocent Member had no knowledge or participation in such illegal activity. Each Member shall be personally responsible for 50% of any debt that is incurred legitimately by the Company. E. Authority a. The Partners shall meet at least once a week, at a time that is mutually agreeable, at the office of the Company, to discuss the business of the Company. Each Partner shall have an equal vote in making decisions affecting the conduct of the Company’s business. All decisions shall be made by consensus. In order to avoid a possible impasse or deadlock, in the event that the Partners are unable to agree on a major business decision, the matter shall be submitted for decision by the accountant who is retained by the Company to keep its books. The decision of the accountant shall be binding upon the Partners. If, for any reason, the accountant is unable or unwilling to make such a decision, the matter in controversy shall be referred to the lawyer who represents the Company, whose decision shall be binding upon the Partners. Each Partner is authorized to make decisions affecting his/her area of responsibility, as set forth in Section F, below, in the normal course of business, without consulting the other partner, provided the decision does not exceed the amount of $5,000.00. Any decision affecting more than $5,000.00 must have the prior approval of the other Partner. The Company shall be managed directly by its Members. The Company will not utilize a Manager unless the Members decide to do so by unanimous decision. Either Partner may sign a check drawn on the Company’s bank account, provided the amount of the transaction does not exceed $5,000.00. Both Partners must sign any check in an amount more than $5,000.00. F. Responsibilities 14 a. ______ shall be responsible for acquiring merchandise to resell. In this capacity, he shall attend auctions, flea markets and make purchases from other dealers. He shall acquire sufficient merchandise such that its resale value is adequate to meet the sales goals established by the Company. ______ shall also be the Chief Executive Officer of the Company. ______ shall be responsible to sell the merchandise on eBay, or any other similar website. Direct sales to private parties are allowed. ______ shall also keep the books of financial accounts for the Company, and shall be its Chief Financial Officer. 15. Individual workloads will be established at the weekly meetings of the Partners as set forth in Section 12 a., above. Each Partner is encouraged to exercise individual initiative in order to achieve the goals of the Company, and provide for its prosperity. G.Personnel The selection of professional service providers, such as accountant, lawyer, insurance agent and banker, shall be made by consensus between the Partners. New Members shall be admitted to the Company only by unanimous agreement among the existing Members. As a condition of membership in the Company, new Members shall be required to execute a Joinder Agreement, whereby they subscribe to all the terms and conditions of this Operating Agreement, or whatever version hereof is in effect at the time. Employees and/or independent contractors shall be hired by the Partners as the needs of the business may require. Vendors and/or suppliers of goods or services that may be required by the Company may be selected by either Partner as needed. Buyers of the Company’s merchandise may be selected by either Partner. H. Insurance 21.The need for general Liability insurance, Property insurance, Keyman Life and Disability insurance, and any other insurance coverage related to the Company and its business shall be determined by the Partners by mutual agreement. 22.Employee benefits, such as life insurance, disability insurance, pensions and any other similar benefits shall be provided as the Partners may decide by mutual agreement. 23.Providing Key man insurance is covered in section 21, above. I.Ownership and Compensation Each Member owns an equal 50% interest in the Company and its business. In the event that new Members are admitted, pursuant to the provisions of Section 17, above, new Membership interests shall be determined and allocated by the unanimous agreement of all existing Members. Compensation and distribution of profits shall be made to the Members in equal shares, unless otherwise agreed by mutual consent. Any losses incurred by the Company shall be allocated among the Members in equal shares, unless otherwise agreed my mutual consent. The retention of profits for reinvestment in the Company’s business from time to time shall be made as the Members may agree unanimously. Salaries for the Members and any employees that may be hired shall be established and paid as the Members may determine by unanimous agreement. Company perquisites, such as company-owned cars and similar benefits, shall be provided to Members and/or employees as the Members may determine by unanimous decision. Employee benefits such as vacation, paid holidays, sick time, family time, mental health time and similar benefits shall be provided, as the Members shall determine by unanimous decision. Conditions which affect a Member’s ability to work productively, such as serious illness, disability or other unexpected situation shall be dealt with as the Members may decide by mutual agreement. Any extended absence from work of a Member, which adversely affects the performance of the Company and/or its business, shall be dealt with as the need arises in such manner as the Members may decide by mutual agreement. The continuation of pay and benefits during any such period of extended absence from work or disability shall be subject to unanimous agreement among all Members. Pursuant to the provisions of Section 14 b., above, the books of account shall be kept by ______. An accountant shall be selected by the Members to prepare regular financial reports and tax returns for the Company. Both of the Members have other jobs outside the Company, as stated in Section 4, above, and are expected to spend most of their working time for their outside employment. Nevertheless, in the event a Member is unable to devote sufficient time to his/her responsibilities as set forth in Section F, above, to the extent that it adversely impacts the performance of the Company and its business, that Member may be subject to having his/her compensation adjusted, or other measures taken as the Members may mutually agree, notwithstanding any provisions to the contrary contained in Section I, pertaining to equal compensation of Members. As stated in Section 10, above, the Company adheres to the highest standards of personal integrity. Accordingly, all Members shall scrupulously avoid at all times any activity that could be detrimental to the welfare of the Company and its business. Any such conflict of interest that may arise would be grounds for severe disciplinary measures being taken against the offending Member, up to and including having his/her Membership in the Company revoked or terminated. J.Buy-Sell Agreement In the event of the death of a Member, the value of the deceased Member’s interest in the Company, as determined according to the provisions of Section 37, below, shall be paid to the personal representative of the Member’s estate. The value of a Members interest in the Company shall be based on the Book Value of such interest, as determined by the accountant who prepares regular financial statements for the Company. If a Member leaves the Company, his/her employment with the company shall be terminated. The departed Member shall be paid the value of his/her interest in the Company as provided in Section 37, above, except as provided in Section 39, below. If a Member leaves the Company to work for any competitor of the Company, the value of his/her interest in the Company, which shall be paid to the departing Member shall be reduced as the remaining Members may mutually agree. No Member shall sell his/her interest in the Company to any person who is not a Member, unless the interest is first offered for sale to the remaining Members, who have a right of first refusal. Such offer must be in writing. Only if the remaining Members decline to purchase the Member’s interest within 30 days of the date of the written offer of sale, may the Member’s interest be sold to an outsider who is not already a Member. Any attempt to sell a Member’s interest in violation of the terms of this section J.shall be null and void, and will not be honored by the Company. Members shall not be required to sign a Non-Competition agreement, but they shall also observe the above-stated standards of personal integrity, and shall take no action that would be detrimental to the Company. Any Member who fails to comply with all the provisions of this Agreement shall have his/her Membership revoked by the other Members. Any offer to buy the Company or its business shall be referred to the Members for evaluation. The Members must agree unanimously in order to sell the Company or its business. K. Company Dissolution Upon dissolution of the Company, its assets will be offered for sale at their Book Value, first, to the Members in proportion to their respective shares in the Company, and then to the public. Shared assets shall be offered for sale to the public. Any intellectual property owned by the Company, and proprietary information, such as customer lists, and Company files and records shall be disposed of as the Partners may mutually agree. The continuing use of the Company name and logo shall be determined by the mutual consent of the members. In the event of a dispute between the Members that cannot be reconciled, the members agree not to resort to litigation in court, but in lieu thereof agree to submit the dispute to binding arbitration under the rules of the Arbitration Association. This Agreement may be amended only by the unanimous consent of the members. WITNESS the due execution of this Operating Agreement, consisting of 48 numbered sections on six pages, as of the day and year first written above, by the undersigned Members, being all the Members of XYZ Enterprises, LLC. __________________________________ ______________________________
- AGREEMENT OF SALE OF IMMOVABLE PROPERTY
AGREEMENT OF SALE OF IMMOVABLE PROPERTY THIS AGREEMENT OF SALE executed on the...................... day of................... 2020 between S son of SF, resident of......................, hereinafter called the "Vendor" of the one part and P son of PF resident of...................... hereinafter called the "Purchaser" of the other part. (The expression "Vendor" and "Purchaser" wherever they occur in these presents, shall also mean and include their respective heirs, executors, administrator, legal representatives and assigns). WHEREAS the vendor is the sole and absolute owner of the property more fully set out in the Schedule hereunder: AND WHEREAS it is agreed that the vendor shall sell and the purchaser shall purchase the said property for the sum of Rs....................... (Rupees in words) free of all encumbrances. NOW THIS AGREEMENT OF SALE WITNESSES AS FOLLOWS: 1. The price of the property more fully set out in the Schedule is fixed at $.......................(......................) free of all encumbrances. 2. The purchaser has paid to the vendor this day the sum of $......................(......................) by way of earnest money for the due performance of the agreement, the receipt of which the vendor doth hereby admit and acknowledge. 3. The time for performance of the agreement shall be...................... months from this date, and it is agreed that time fixed herein for performance shall be the essence of this contract. 4. The purchaser shall pay to the vendor the balance sale price of $............. (.........................................................) before registration of the sale deed. 5. The vendor agrees that he will deliver vacant possession of the property to the purchaser before registration of the sale deed. Alternatively, the vendor agrees that he will put the purchaser in constructive possession (if vacant possession is not possible) of the property by causing the tenant in occupation of it to attorn their tenancy to the purchaser. 6. The vendor shall execute the sale deed in favour of the purchaser or his nominee or nominees as purchaser may require. 7. The vendor shall hand over all the title deeds of the property to the purchaser or his advocate nominated by him within................... days from the date of this Agreement for scrutiny of title and the opinion of the vendor's Advocate regarding title of the property shall be final and conclusive. The purchaser shall duly intimate the vendor about the approval of the title within................ days after delivering the title deeds to him or his Advocate. 8. If the vendor's title to the property is not approved by the purchaser, the vendor shall refund to the purchaser the earnest money received by him under this Agreement and on failure of the vendor to refund the earnest money within...................... days he shall be liable to repay the same with interest thereon at...................... per cent per annum. 9. If the purchaser commits a breach of the Agreement, he shall forfeit the earnest amount of $...................... (.....................) paid by him to the vendor. 10. If the vendor commits a breach of the Agreement, the vendor shall not only refund to the purchaser the sum of $................. (......................) received by him as earnest money, but shall also pay to the purchaser an equal sum by way of liquidated damages. 11. Nothing contained in paras 9 and 10 supra shall prejudice the rights of the parties hereto, to specific performance of this Agreement of sale. 12. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by _________ law. (Schedule of Property) IN WITNESS WHEREOF the vendor and the purchaser have set their hands to the Agreement of sale on this the..................day of...................... 2020 in the presence of the witnesses: Witness: Vendor Witness: Purchaser (2A) Specimen Schedule of the Property 1. Municipal No./Ward No./Plot No./Khasra No.: 2. Location: Street No.: Street Name: 3. Place/Area North: South: East: West: 4. District /Taluka/Village/Hobli: 5. Police Station: 6. District/State: 7. Exact Measurement: Total Area: Measurement of all sides: Plinth area/floor area: Sketch/plan: Carpet area: 8. Fixtures & Fittings: 9. Any other items to be covered in sale deed. 10. Permitted use of the land/building: In case of agricultural land, the schedule may be modified to include the Survey Number with area and location as per the revenue records supplied by the Revenue office of the District /Taluka/Village/Hobli. It is also a requirement that a survey is done as to ascertain the exact measurement of area and compare it with what is mentioned in the title deed. Buyer can make sure that he is buying a property of a particular measurement. Download Word Document In English. (Rs.40/-)
- Co-Founders-agreement
Download Word Document In English. (Rs.50/-) CO-FOUNDERS’AGREEMENT AMONG THE CO-FOUNDERS OF …………………..{Project Name} The undersigned (each a “Co-FOUNDER” and together the “Co-FOUNDERs”) are collaborating with the purpose of developing together a Business Concept related to the following: …………………..{Project Name} is a …………………..{Project Description} Co-FOUNDERs agree that all related technology to the Business Concept is also owned by the Co-FOUNDERs pursuant to this Agreement (together, the “Business Concept and Technology”). As the Business Concept is further developed, Co-FOUNDERs intend to transfer the Business Concept and Technology to a limited liability partnership/private limited company/public company that shall be formed by the Co-FOUNDERs (the “Company”) upon the earliest of the following circumstances: {When the project will become a company} Parties agree to transact the Business Concept and Technology through the corporation {Operation company Name} , (the “Operational Company”) a limited liability partnership/private limited company/public company with a business address of {Operation company address} .Parties agree that the Operational Company has no rights in, or to the Business Concept and Technology.In connection with such collaboration of the Business Concept and Technology, and in consideration for a mutually agreeable framework which shall serve as the foundation for the Co-FOUNDERs to successfully develop the Business Concept and Technology, the undersigned hereby agree as follows:1. TRANSFER OF OWNERSHIP TO COMPANY UPON FORMATIONSection 1.1Each Co-FOUNDER shall grant and assign to the Company immediately upon its formation all of his or her right, title, and interest in and to the Business Concept and Technology (including all right, title and interest to intellectual property thereto), including all ideas (however formed or unformed) and labor and/or work product that results from any task or work performed by the Co-FOUNDER that relates to the Business Concept or Technology for the full term of such rights. Each Co-FOUNDER shall also perform any and all acts and execute all documents and instruments as may be required by the Company at its sole discretion to perfect title in the Business Concept and Technology, and any related intellectual property.Section 1.2Any future agreement that requires an ownership interest in the Business Concept and Technology and related intellectual property to be transferred to a third party before the formation of the Company must be agreed upon by each Co-FOUNDER. In the event of such an agreement, the obligations of this Co-FOUNDER Collaboration Agreement must be disclosed to that third party.Section 1.3For purposes of this Agreement, the Company shall be considered formed upon registration and receiving certificate of incorporation. 2. OWNERSHIP STRUCTURE UPON FORMATIONSection 2.1Upon formation of the Company, the entire issued share ownership of the Company shall reflect the following:PersonSharesPercentage.......... {Co-FOUNDER 1 name} .......... {Co-FOUNDER 1 shares amount} .......... {Co-FOUNDER 1 shares percentage} .......... {Co-FOUNDER 2 name} .......... {Co-FOUNDER 2 shares amount} .......... {Co-FOUNDER 2 shares percentage} Should the Co-FOUNDERs wish to reserve any portion of the shares for future employees or for an option share pool, any such portion of shares reserved will dilute all Co-FOUNDERs equally.Upon formation of the Company, each Co-FOUNDER shall be elected by the Company to serve as a Board of Director and as an Officer of the Company.Section 2.2The shares issued to each Co-FOUNDER shall vest accordingly:.......... {Co-FOUNDER 1 name} interest in the Company shall vest pursuant to a .......... {years in figures and words} years vesting schedule beginning .......... {Co-FOUNDER 1 vesting starting date} , which shall vest ..........th per month in exchange for consecutive service to the Business Concept and Technology. Additionally, .......... {Co-FOUNDER 1 name} vesting schedule shall be subject to a .......... {years in figures and words} year cliff. Co-FOUNDERs shall all reasonably agree to the definition of “consecutive service” for purposes of this vesting schedule........... {Co-FOUNDER 2 name} interest in the Company shall vest pursuant to a .......... {years in figures and words} year vesting schedule beginning .......... {Co-FOUNDER 2 vesting starting date} , which shall vest ......th per month in exchange for consecutive service to the Business Concept and Technology. Additionally, .......... {Co-FOUNDER 2 name} vesting schedule shall be subject to a .......... {year in figures and words} year cliff. Co-FOUNDERs shall all reasonably agree to the definition of “consecutive service” for purposes of this vesting schedule.If a Co-FOUNDER who is subject to a vesting schedule departs the Company prior to full vesting of his or her shares, the remaining portion of any unvested shares shall be returned to the Company in accordance with that vesting schedule.Section 2.3The shares issued to each Co-FOUNDER shall come from the same series and class of shares, such that there are no differences in the rights (including but not limited to voting and distribution rights) accorded to the shares issued to each Co-FOUNDER.Section 2.4Sale of the Company to an interested third party shall take place if the sale is authorized by the board of directors and a majority of the outstanding shares, and otherwise in conformity with all applicable laws.3. CONFIDENTIALITYSection 3.1The Co-FOUNDERs agree to keep the Business Concept and Technology confidential; disclosure of the Business Concept and Technology will occur only on an as-needed basis and only upon consent of all Co-FOUNDERs. Notwithstanding such unanimous consensual disclosures, the Co-FOUNDERs shall take all necessary steps to keep the Business Concept and Technology confidential until the formation of the Company, at which time the Co-FOUNDERs shall further detail and define any confidentiality obligations.4. CONTRACTUAL COMMUNICATION AND DISPUTE RESOLUTIONSection 4.1Within one year of signature, if the Co-FOUNDERs have not yet formed a Company, the Co-FOUNDERs agree to discuss the benefits of continued collaboration related to the Business Concept and Technology and will discuss a mutually agreeable timetable for the formation of the Company.Section 4.2In the event that the Co-FOUNDERs do not wish to continue their mutual collaboration, the Co-FOUNDERs shall discuss a mutually agreeable separation and division of assets of their collaboration. The Co-FOUNDERs shall further define any and all confidentiality obligations related to the Business Concept and Technology. In no circumstance shall the underlying business concept be considered confidential upon termination of this Agreement.Section 4.3In the event that the Co-FOUNDERs are not able to agree to a mutually agreeable separation, the Co-FOUNDERs agree that they will submit to a binding confidential mediation to be held in .......... {place} and conducted by a mutually agreed to mediator. The Co-FOUNDERs agree and acknowledge that all provisions of this agreement, including confidentiality provisions, shall be binding up through the end of this mediation process. Costs of the mediation shall be borne equally by all Co-FOUNDERs. The Co-FOUNDERs hereby waive any and all right to have this agreement adjudicated by a court of law.5. REPRESENTATIONS AND WARRANTIESSection 5.1Each Co-FOUNDER represents and warrants that he or she is not a party to any other agreement that would restrict such Co-FOUNDER’s ability to perform its obligations as set forth in this Co-FOUNDER Collaboration Agreement. Each Co-FOUNDER represents and warrants that no third party can claim any rights to any intellectual property or other proprietary right possessed by that Co-FOUNDER as it relates to the Business Concept and Technology.6. LAWThis Agreement shall be governed by and construed in all respects in accordance with the applicable laws.IN WITNESS WHEREOF, the Co-FOUNDERs have signed this Agreement.____________________________ __________ ……….{Co-FOUNDER 1 name} ……….{Date} ____________________________ __________ ……….{Co-FOUNDER 1 name} ……….{Date}
- Development Agreement
Development Agreement AGREEMENT is made at……………this………..day of………between (the Owner)hereinafter referred to as "The Owner" of the One Part, AND Shri……hereinafter referred to as "The Developer" of the Other Part; WHEREAS - 1. The Owner is absolutely seized and possessed of a piece of land and premises situate at……………and which is more particularly described in the Schedule hereunder written. 2. The Developer has requested the Owner to allow him to develop the said land described in the Schedule hereunder written. 3. The said land proposed to be developed is shown on a plan hereto annexed by red colour boundary line and marked A. 4. The Owner has agreed to authorise the Developer to develop the said land described in the Schedule hereunder written, by demolishing the existing buildings or structures thereon if any and constructing new buildings thereon on Flat Ownership basis and the Owner is agreeable to directly convey the said land with the new buildings thereon and other structures to any Co-operative Housing Society or other body that will be formed by the Purchasers of flats and other premises in such building, on the following terms and conditions agreed to between the parties hereto: NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS - 1. With a view to develop the said land described in the Schedule hereunder written (hereinafter referred to as "the said property") as may be permitted by all concerned authorities, the Owner hereby agrees to entrust and hand over to the Developer the work and right of Development of the said property described in the Schedule hereunder written on the terms hereinafter contained. 2. The Developer hereby agrees to develop and/or cause to be developed the said property on the terms mentioned herein and as permitted by the concerned authorities by constructing one or more buildings thereon on flat and other premises on ownership basis. The Developer agrees that he will obtain whatever permissions are required to develop the properly at his own costs and on his own responsibility but in the name of the Owner. 3. In consideration of the Owner having agreed to entrust to the Developer the development of the said property described in the Schedule hereunder written and to confer upon the Developer the rights, powers, privileges and benefits as mentioned herein, the Developer agrees to pay to the Owner a sum of $……../- in the manner following. The Developer will pay to the Owner a sum of $………as earnest or deposit and in part payment of the said amount on execution of these presents and the balance of $………..will be paid in the manner following:- Provided that, if any F. S. I. in addition to the existing available F. S. I. in respect of the said property becomes available hereafter the Developer shall pay an additional sum calculated at the rate of $……….per sq. foot to the Owner on such additional F. S. I. being sanctioned by the Municipal Corporation. 4. This Agreement will not be treated as a partnership between the Owner and the Developer or an Agreement for Sale of the said Plot by the Owner to the Developer. The Developer is given only a right to develop the said plot as aforesaid. 5. The Developer is satisfied that the Owner is the full owner of the said property and that the properly is not subject to any mortgage, charge or any other encumbrance. 6. The Developer shall not start any work of development on the said property unless the building plans are sanctioned by the Municipal Corporation and the I. O. D. & Commencement Certificate are issued in favour of the Owner. 7. The development of the said property by construction of building or buildings thereon shall be at the entire costs, expenses and risk and on the entire account of the Developer. All buildings to be constructed on the said property and all dwelling units thereon will be in accordance with the scheme of the Competent Authority/State Government and other relevant Acts and also in accordance with the Development Rules and Regulations for the time being in force. The Developer shall be at liberty to make necessary applications for the purpose to the authorities concerned at his own cost and expenses in the name of the Owner and the Owner shall join, in such applications but the responsibility of obtaining such permissions will be on the Developer and at his costs. 8. The Owner gives licence and permission to the Developer to enter upon the said property described in the Schedule hereunder written or any part thereof as aforesaid with full right and authority to commence, carry on and complete development thereof in accordance with the permissions herein mentioned. However, if the Developer or his agents commit any breach of any term or conditions of this Agreement then the Owner shall be entitled to terminate this Agreement and to forfeit all moneys paid under this Agreement and on such termination the licence and permission given to the Developer as aforesaid shall stand revoked. The said licence to develop the said property will be personal to the Developer and under no circumstance the Developer will assign his right, title and interest to any other party without the consent of the Owner provided that, if with such consent the Developer shall have in his turn entered into an Agreement with a third party (of which the Developer shall have given notice to the Owner) under which the Developer has granted right to such third party to develop the said property or any part or parts thereof then the Owner shall not exercise his aforesaid right under this Agreement to terminate the same unless the Owner shall first give notice in writing to such third party specifying the breach or breaches of the terms and conditions of this Agreement stated to have been committed by the Developer or such third party and in respect of which the Owner intends to exercise his right of termination of this Agreement and such third party shall have failed to remedy or rectify such breach for a period of ninety days from receipt of such notice from the Owner. 9. If the Developer will make default in payment of any instalment of the balance amount on the due date thereof as aforesaid then and in that event the Owner shall become entitled to terminate this Agreement and to forfeit all moneys paid hereunder and on such termination the licence to develop the property given to the Developer shall stand revoked and the Developer shall take away and remove within 3 months of such termination all buildings, structures and materials brought on the said property and in default thereof the same shall belong to and vest in the Owner absolutely and the Developer shall not be entitled to any compensation or damages in respect thereof. Without prejudice to his rights, the Owner may, at his option, condone such default on payment by the Developer and extend the time for payment if the Developer pays interest at the rate of 21% on the defaulted instalment provided that, the Owner shall before terminating this Agreement as aforesaid make a demand in writing for payment of the said sum on the Developer or on the third party (if any as referred to in Clause 8 above] to whom the Developer may have granted right to develop the said property or any part or parts thereof and if the Developer or such third party shall have paid the amount due to the Owner within thirty days of the receipt of such demand, then the Owner shall not be entitled to terminate this Agreement under this Clause. 10. The Owner shall at the request and costs of the Developer sign and execute from time to time the plans and other applications for layouts, sub division, construction of the building and structures on the said property for being sanctioned and approved by the Municipal Corporation or other authorities provided that,all costs, charges and expenses including Architect's fees in this connection shall be borne and paid by the Developer alone and the Developer shall indemnify and keep indemnified the Owner from and against all actions, suits, proceedings fines, penalties. Architects' fees and all costs, charges, expenses and damages incurred or suffered by the Owner. The Owner shall, if required by the Developer execute a power of attorney in favour of the Developer or his delegate giving all necessary powers required to carry out the work of development in all respect as contemplated by these presents. 11. The Developer shall be entitled to carry out at his own costs, charges and expenses in all respects all or any items of work for development of the said property including laying of drainage, cables, water pipes and other connections and lighting of roads and other items as per the terms and conditions imposed by the Municipal Corporation while sanctioning the layout scheme and the said plans and also other items of works as may be required to carry out for the purpose of making the said property fit for construction of buildings and structures therein. All finances for completion of the said items of works shall be provided and borne and paid by the Developer alone. The Owner hereby agrees to render all assistance and co-operation that may be required by the Developer from time to time to carry out the Development work in respect of the said property and construction and completion of buildings and structures thereon in accordance with the terms and conditions as may be stipulated by the concerned authorities and in respect of any other matters relating to or arising therefrom provided that, the Owner shall not be liable to incur any financial obligations in that behalf. The Developer shall be at liberty to sell and/or allot the dwelling units or flats and/or any other tenements and/or rights in the buildings and structures to be constructed on the said property and/or to enter into any package deal or arrangement for allotment of buildings and structures to be constructed on the said property at such price and on such terms andconditions and provisions as the Developer may think fit, and any terms which may be imposed by any authority or authorities, provided always that the Developer shall not be released or discharged from his liabilities and obligations hereunder to the Owner. All such allotments shall, however, be made by the Developer at his own costs and account and at his risk, the intention being that the Developer shall alone be liable and responsible to such party or parties in connection with all dealings between the Developer and such party or parties. The Developer will be entitled to permit any of the premises to be occupied by any of the allottees of dwelling units or flats or buildings erected on the said property by the Developer only after the instalments due and payable by the Developer to the Owner in respect thereof and the full consideration is paid to the Owner or the payment is otherwise secured to the Owner by a Bank Guarantee as may be agreed upon between the parties hereto. The Developer shall be entitled to put up and permit to be put up advertisement boards upon the said property, but without involving the name of the Owner in any manner, and which the Owner will be entitled to remove forthwith if the Developer has committed any breach of this Agreement. 14. Upon payment to the Owner of the full consideration amount mentioned in Clause 3 hereinabove, or the payment thereof or any part thereof remaining unpaid being secured to the Owner as may be agreed upon between the parties hereto as aforesaid and upon the full development being carried out by construction of buildings and sale of flats, the Developer shall hand over the property formally to the owner and then the Owner shall directly execute and deliver any one or more Deeds of Convey-ance in favour of one or more Co-operative Society or Societies or Companies or Condominium of the Purchasers of flats, tenements and premises in the new buildings to be erected by the Developer. The Developer hereby agrees to join in such Deed as confirming party if required. Such Deed or Deeds of Conveyance shall be prepared by the Advocates for the Owner and approved by the Advocates for the Developer or the flat purchaser. The Developer shall consume or utilise the full F.S.I, available in respect of the said property to be developed and shall not utilise any F.S.I, available in respect of any other property. The Owner shall sign all applications or papers for the necessary permission and sanctions of the Competent Authority or State Government under the provisions of the Urban Land (Ceiling & Regulations) Act for the development of the said property described in the Schedule hereunder written. However, it shall be the responsibility of the Developer to file applications with the concerned authorities and pursue the said applications and obtain the said permission of the State Government /Competent Authority at his own costs and expenses. It. is agreed that after the date of this Agreement the Developer shall pay and discharge all taxes and outgoings including Municipal Taxes, and all other charges, rates, cess, taxes that may be levied by any Public Body or authorities in respect of the said property and which would be payable by the Owner as owner. The Developer shall indemnify and keep indemnified the Owner from and against nonpayment thereof. In the event of the Developer paying any refundable deposits to the Municipal Corporation and other concerned authorities in the course of the development of the said property in the name of the Owner, the Developer shall be entitled to the refund of such deposit in his own name. To enable the Developer to obtain the refund the Owner shall sign or execute all such writings as may be required by the Developer in that behalf, without raising any objection or requisition in that behalf. The Owner declares that no notice from the Government or any local Body or authority including the Municipal Corporation has been received by or served upon the Owner or any person interested in the said property. 19. The Owner declares That the Owner is entitled to enter into this Agreement with the Developer and he has full right and authority to sign and execute the same. That the Owner has not agreed, committed or contracted or entered into any Agreement for sale or lease of the said property or any part thereof to any persons or person other than theDeveloper and that he has not created any mortgage charge or any other encumbrances on the said property as mentioned herein. That the Owner has not done any act, deed, matter or thing whereby or by reason whereof, the development of the said property may be prevented or affected in any manner whatsoever. The Developer declares that he has entered into this Agreement after fully satisfying about the title of the owner. All out-of-pocket expenses of and incidental to this Agreement and the transactions in pursuance thereof including the Deed/Deeds of Conveyance and other assurance in respect thereof including stamp duty and registration charges shall be arranged to be paid by the Developer so that the Owner will not be required to pay the same. The Owner and the Developer shall pay their respective Advocates' fees. The Developer shall indemnify and keep indemnified the Owner against all losses, damages, costs, charges expenses that will be incurred or suffered by the Owner on account of or arising out of any breach of any of these terms or any law, rules or regulations or due to accident or any mishap during construction or due to any claim made by any third party in respect of such construction or otherwise howsoever. 23 The Developer shall be entitled to enter into separate contracts in his own name with building contracter, architects and others for carrying out the said development at his risk and costs. IN WITNESS WHEREOF the parties have put their hands the day and year first hereinabove written. THE SCHEDULE ABOVE REFERRED TOxx x x Signed by the withinnamed Owner……………………. in the presence of…………………. Signed by the withinnamed Developer in the presence of. Download Word Document In English. (Rs.35/-)
- NOC for Organizing Event
NOC for Organizing Event Date: _______________ Ref No. _____________ To Whom it May Concern This letter is to certify that we have got complete no objection upon the event ‘ABC’ which is about to take place in ‘XYZ’ auditorium on 5th May, 2016. This event is sponsored by —– and the entire management along with decorum maintenance responsibility is upon the sponsor. We are not responsible for any sort of mismanagement. This NOC is issued upon the request of the —– and is only valid for the date of 5th May, 2016 and will be automatically nullified afterwards. In case of any other query feel free to contact. Yours Sincerely, (Sign & Stamp) __________Officer, Company Name Download PDF Document In English. (Rs.15/-)
- COMPUTER RENTAL AGREEMENT
COMPUTER RENTAL AGREEMENT This agreement, made and entered into this date of ___________________________ by and between ___________________________________ of _______________________ hereinafter called LESSOR, and _____________________________________________ of _________________________________ hereinafter called LESSEE. In consideration of the payments and rentals hereinafter provided for and of the terms and conditions hereof, the Lessor hereby agrees to lease to the Lessee, and the Lessee hereby agrees to lease from the Lessor, the following described equipment belonging to the Lessor: MAKE MODEL DESCRIPTION RATE Above equipment to be used in operations at the following described location: PAYMENT: A. If this equipment is leased on a monthly basis, the Lessee agrees to pay for use of the equipment rental as follows: $_________ payable with order and covering first month’s rental, receipt of which is hereby acknowledged by Lessor, and the balance payable in advance on the ________ day of each month in _______instalments of $_________ each and commencing with the date of _______________________. B. If this equipment is leased on an acreage, ton, mileage or any basis other than time, rental under this lease shall be payable $_________ with order plus deposit of $____________, receipt of which is hereby acknowledged by Lessor, and the balance of $______________ due and payable_________________________________. C. If this equipment is leased on a quarterly or seasonal basis, the Lessee agrees to pay a total of $___________________in rental as follows: $_________________ payable with order, receipt of which is hereby acknowledge by Lessor, and the balance payable in____________ instalments of $_______________each due and payable on _______________________________. Rental payments shall be made to Lessor. By signing this lease, Lessee agrees to the terms and conditions set forth on this contract. Any different or additional terms whether written or otherwise are hereby objected to and shall have no legal force or applicability whatsoever. LESSEE:____________________________LESSOR:_____________________________ Download PDF Document In English. (Rs.20/-)
- STOCK SALES AGREEMENT
STOCK SALES AGREEMENT Download PDF Document In English. (Rs.45/-) THIS AGREEMENT is made by and between _________________________________________ ("Principal") located at _____________________________________ and ______________________________________ ("Otherside"), located at___________________________________________ _______________________________. In consideration of the mutual covenants and promises contained in this Agreement as set forth below, the Principal and the Other side agree as follows: Article 1. Legal Status of the Parties. Section 1.1. Legal Status of the Principal. The Principal is duly organized, validly existing, and in good standing under the laws of the State of _____________________ with the power to own property and carry on its business as it is now being conducted. Section 1.2. Legal Status of the Other side. The Other side is a(n) _________________________________________ having a primary place of business at _______________________________________________. Section 1.3. Company Business. The Principal is engaged in the business of manufacturing and selling________________________ _________________________________. The Other side declares that the Other side possesses the financial and physical resources to promote the sale and use of the products of the Principal and desires to develop a demand for and sell such products as authorized in this Agreement. The Principal desires the Other side to develop a demand for and sell its products on the terms and conditions set forth in this Agreement. Article 2. Agency. Section 2.1. Exclusive Appointment. a. The Principal appoints the Other side as exclusive sales representative for the sale of its products within the following territory: This territory may be subsequently enlarged, reduced, or changed in area with the mutual consent of the parties. b. During the continuance of this Agreement, the Principal shall not appoint any other person, firm, or corporation to sell the same products in the territory. c. Except as the Principal may subsequently authorize in writing, the Otherside shall not sell any of the Principal's products outside of the territory. Section 2.2. Products Covered. a. The products of the Principal covered by this Agreement are those which it and its subsidiaries manufacture and sell under the following trade names: b. If any products that the Principal may hereafter manufacture and sell may be in conflict with or competitive to the products of other manufacturers then being distributed by the Other side, the Other side reserves the right by written notice to the Principal to exclude such of the Principal's products from the scope of this Agreement and to consent to their sale by others in the territory covered. Section 2.3. Compensation. a. The Principal shall pay to the Other side as compensation for his/her services a commission of _______________________ percent (______%) of the net invoice value of all shipments of its products to any part of his/her territory for which the Principal shall have received payment. "Net invoice value" is defined as the gross invoice amount, less any returns, and allowances. The Principal shall pay the commissions on the ___________ _______ day of each month for all shipments paid for during the preceding calendar month. b. If this Agreement shall terminate for any reason whatsoever, the Principal shall pay the Otherside a full commission for orders solicited by the Otherside and accepted by the Principal prior to the effective date of such termination, regardless of when shipments are made or invoices rendered. Article 3. Operations. Section 3.1. Quotations. In obtaining sales of the Principal's products, the Other side shall quote only the prices and terms listed in the Principal's published price lists or as approved in writing by the Principal. Section 3.2. Forwarding and Acceptance of Orders. The Other side shall forward all orders promptly to the Principal and each order shall be subject to the Principal's acceptance. Upon acceptance, the Principal shall forward to the Other side a copy of the invoice acknowledging acceptance of the order and the delivery dates of the ordered products. The Principal shall not unreasonably withhold acceptance of any order. However, the Principal does reserve the right to reject any order solicited by the Other side for any valid good faith business reason which in the considered judgment of the Principal is sufficient grounds for rejection. Section 3.3. Invoices and Collections. All invoices in connection with orders solicited by the Other side shall be sent by the Principal, direct to the customer, with a copy to the Other side. The Principal is responsible for all collections and bad debts. The Principal also exercises complete control over the approval of all customers credits, orders, and contracts. The Principal shall have no right to debit the Other side for the loss of any sum involved in any invoice from the Principal to the customer, unless that customer is the Other side. The Other side shall forward promptly to the Principal all payments which the Other side may collect from customers of the Principal. Furthermore, the Other side shall make no allowances or adjustments in accounts, or authorize the return of any products, unless given specific advance authorization, in writing, by the Principal. Section 3.4. Authority to Employ Salespeople. The Otherside shall have full authority to employ such salespersons at such compensation and on such other conditions as the Otherside deems proper to sell the products of the Principal in the territory. The contract which the Otherside makes with such salespeople shall contain a provision that the salespeople are the employees of the Otherside and are to be paid by him/her alone and, that in employing the salespeople, the Otherside is acting individually and not as an Otherside for the Principal. Section 3.5. Payment of Expenses. The Otherside shall assume and pay all the costs of conducting the sales agency, including commissions or other compensation to salespeople in the Otherside's employ. Section 3.6. Samples and Advertising Matter. The Principal at its own expense shall furnish the Otherside a reasonable supply of samples and marketing and sales literature, such as brochures, technical data sheets, catalogues, etc. Sample cases are the exclusive property of the Principal and, on termination of this Agreement, the Otherside shall return them to the Principal at the Principal's expense. Section 3.7. Supplies and Deliveries. The Principal shall maintain sufficient inventory and supplies to enable it to promptly deliver all orders solicited by the Otherside. The Principal shall furnish to the Otherside information relating to the delivery of the products as is reasonable required in the interest of the customer. Section 3.8. Assistance in Training. The Principal shall reasonably a.) render advice to the Otherside in connection with the Otherside's soliciting orders, b.) familiarize the Otherside with the operation of the products, and c.) render assistance to the Otherside in training any of the Otherside's employees or representatives in connection with soliciting orders. Section 3.9. Availability of Information. During the term of this Agreement, the Principal shall, at its expense, promptly make available to the Otherside and to customers solicited by the Otherside, copies of the Principal's brochures, customer lists, forms of orders and contracts, and other information reasonable necessary for the Otherside's performance under this Agreement. Section 3.10. Product Warranty. The Principal shall furnish to each customer solicited by the Otherside, the Principal's "Standard Warranty" covering the products. This Standard Warranty shall contain a statement to the effect that no one is authorized to make any warranty or representation other than as set forth in the Standard Warranty, and that the customer may not rely on any other warranty or representation. The Principal shall be solely responsible for the design, development, supply, production, and performance of the products for which orders are solicited under this Agreement and for the protection of its trade names. The Principal assumes all responsibility for all liabilities and expenses relating to the products. The Principal shall hold the Otherside harmless from, and indemnify the Otherside for, all liability, loss, costs, expenses, or damages however caused by reason of any products or any act or omission of the Principal which may result from the sale or distribution of the products by the Otherside. No warranty of any nature as to any of the products shall run from the Principal to the Otherside. Section 3.11. Handling of Inquires. The Principal shall promptly forward to the Otherside the original of all product inquiries received by the Principal from potential or actual customers within the territory, for the Otherside's attention and handling, along with a copy of any acknowledgment the Principal may desire to forward to the inquirer. The Principal shall make available to the Otherside such information as may be reasonably required by the Otherside to enable it to process the inquiry. Section 3.12. Shipment Reports. The Principal shall furnish to the Otherside at the Otherside's address for receiving notices, not later than the _______________________(______) day of each calendar month, a list indicating by customer name and products, the shipment(s) of products, invoices rendered for the products, and acceptance and rejection of orders during the immediately preceding calendar month. These "Shipments Reports" shall be certified by an authorized officer of the Principal and shall be subject to an audit by public accountants selected by the Otherside at its expense, not more frequently than once each calendar quarter. Section 3.13. Selling Effort. The Otherside shall use reasonable best efforts to solicit orders in the territory. During the entire term of this Agreement, the Otherside shall have the right to promote, solicit orders for, sell, and/or otherwise market other goods, equipment, and/or services manufactured or supplied by persons or firms other than the Principal. However, if these other products compete directly or indirectly with the Principal's products, the Otherside shall first obtain the prior written approval of the Principal with respect to representing these other products. Article 4. Termination. Section 4.1. Grounds. a. Either party may terminate this Agreement by written notice to the other party on the occurrence of any of the following events: (1) There shall be a substantial failure by the other party to perform one or more of its obligations under this Agreement which shall not have been cured within ____________________ (_____) days after written notice specifying the nature of such failure. (2) The other party shall make a general assignment for the benefit of creditors. (3) A receiver of all or substantially all of the property of the other party shall be appointed. (4) The other party shall become or be declared insolvent. (5) The other party shall file any petition in bankruptcy or shall be adjudged a bankrupt. (6) Sale of the business of either party. (7) Death or incapacity of either party (if the party is an individual). b. Both parties may terminate this Agreement by mutual consent. Such termination shall take effect on a date mutually agreed upon by both parties. Section 4.2. Applicability of Terms after Termination. In the event of termination, this Agreement shall remain applicable to any orders for products which the Otherside has previously placed and to any other orders which may be executed within _________________ (_____) days subsequent to the effective date of termination. Article 5. General Provisions. Section 5.1. Effect of Partial Invalidity. The invalidity of any portion of this Agreement shall not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall remain in full force and effect. Section 5.2. Entire Agreement. This Agreement contains the complete Agreement between the parties and shall supersede all other agreements, either oral or written, between the parties. The parties stipulate that neither of them has made any representations except as are specifically set forth in this Agreement and each of the parties acknowledges that they have relied on their own judgment in entering into this Agreement. Section 5.3. Assignment. Neither party to this Agreement may assign their rights under this Agreement unless the other party so consents to the assignment in writing. Section 5.4. Notices. All notices, requests, demands, and other communications shall be in writing and shall be given by registered or certified mail, postage prepaid, to the addresses shown on the first page of this Agreement, or to such subsequent addresses as the parties shall so designate in writing. Section 5.5. Governing Law The laws of the State of _______________ shall govern this Agreement Section 5.6. Attorney's Fees Should any action be commenced between the parties to this Agreement concerning the matters set forth in this Agreement or the rights and duties of either in relation thereto, the prevailing party in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its Attorney's Fees and Cost. Section 5.7. Arbitration and Venue Any controversy arising out of or relating to this Agreement or any modification or extension thereof, including any claim for damages and/or recession, shall be settled by arbitration in _____________County, ______________(state) in accordance with the Commercial Arbitration Rules of the American Arbitration Association before one arbitrator. The arbitrator sitting in any such controversy shall have no power to alter or modify any express provisions of this Agreement or to render any reward which by its terms effects any such alteration, or modification. The parties consent to the jurisdiction of the Superior Court of _________(state), and of the United States District Court for the _________ District of _________(state) for all purposes in connection with such arbitration including the entry of judgment on any award. The parties consent that any process or notice of motion or other application to either of said courts, and any paper in connection with arbitration, may be served by certified mail or the equivalent, return receipt requested, or by personal service or in such manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided a reasonable time for appearance is allowed. The parties further agree that arbitration proceedings must be instituted within one year after the claimed breach occurred, and that such failure to institute arbitration proceedings within such period shall constitute an absolute bar or the institution of any proceedings and a waiver of all claims. This section shall survive the termination of this Agreement. Section 5.8. Amendment. Any modification, amendment or change of this Agreement will be effective only if it is in a writing signed by both Partners. Section 5.9. Headings. The titles to the paragraphs of this Agreement are solely for the convenience of the Partners and shall not affect in any way the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on this ____________________ day of _____________________, 20___. OTHERSIDE: PRINCIPAL: __________________________________ ______________________________ (Company name) (Company name) By:______________________________ By:____________________________ (Signature) (Signature) __________________________________ ______________________________ (Typed or printed name) (Typed or printed name) Its:______________________________ Its:___________________________ (Title) (Title)
- Letter to Employee to En-cash paid leave
LETTER TO EMPLOYEE TO EN-CASH PAID LEAVE Date… Sub: Request En-cash Paid leaves Dear Employee As we are all aware, the COVID-19 is posing challenges for everyone. We need to be financially responsible and proactive. To that end, I have asked the executive team to review all business goals, objectives and processes in order to find ways to decrease expenses, increase revenue and protect the future well-being of [Company name]. That the government has declared a lockdown and all the employees are given Work from home. In this difficult times we request you to support the company and voluntary take your paid/annual leaves. We appreciate all of your hard work, and we know we will have your support as we all strive for continued business success. Should you have any questions, please don't hesitate to speak with your manager or contact human resources. Sincerely, [Name] CEO/President Thanking you I remain. Yours sincerely, Name Job Designation Contact no Email Download PDF Document In English. (Rs.20/-)
- BOARD RESOLUTION OF [YOUR COMPANY NAME]
BOARD RESOLUTION OF [YOUR COMPANY NAME] APPROVING RIGHTS OFFERING DULY PASSED ON [DATE] All the directors of [COMPANY NAME] (the “Company”) have signed the foregoing resolution, under the provisions of Section [SPECIFY] of the [COUNTRY] Business Companies [ACT/LAW/RULE], whereby a resolution signed by all the directors allowed to vote, in writing, will be equally as valid as if it had been adopted at a meeting, are adopted and the current resolutions shall be deemed to have been adopted as of [DATE]. RIGHTS OFFERING WHEREAS the Company wishes to offer Class A common shares in its capital stock having a subscription price of [AMOUNT] in [COUNTRY] funds per share for an aggregate maximum subscription of [AMOUNT] in [COUNTRY] funds to all directors, officers and employees of the Company and to all holders of shares in the capital stock of the Company of record as of the date hereof; RESOLVED THAT: the Company offer to the directors, officers and employees of the Company as of the date hereof the right to acquire a maximum of [NUMBER] Class A common shares each in the capital stock of the Company at a subscription price of [AMOUNT] [COUNTRY] per share; the Company offer to the registered holders of both Class A common shares and Class B special common shares in the capital stock of the Company as of the date hereof the right to acquire in the aggregate [NUMBER] additional Class A common shares in the capital stock of the Company at a subscription price of [AMOUNT] [COUNTRY] per share; the number of such shares which each such shareholder may acquire shall be determined pro rata to the number of either Class A common shares or Class B special common shares (as the case may be) currently held by each such shareholder to the total number of Class A common shares or Class B special common shares (as the case may be) in the capital stock of the Company issued and outstanding as of this date; in the case of the registered shareholders only, the said offer to subscribe shall include an option to subscribe for shares in excess of the pro rata number of shares available to such shareholder in the event that not all directors, officers, employees and shareholders to whom this offer is made subscribe for the full amount available to them (excluding fractional shares, none of which will be issued); the shareholders granted certain protective rights pursuant to the Amended and Restated Shareholders Agreement dated [EFFECTIVE DATE], be asked to waive such rights for purposes of this offering; the offering of the right to subscribe for certain numbers of additional Class A common shares in the capital stock of the Company shall be submitted to the shareholders of the Company for their approval, the whole as required by the Amended and Restated Shareholders Agreement dated [EFFECTIVE DATE]; management shall use its best efforts to proceed with the projected initial public offering of the shares of the Company at the earliest opportunity; and any director or officer is authorised to do whatever is, in that person’s opinion, essential or appropriate to give effect to the rights offering, including the execution and delivery of any letters of direction, documents or agreements, whether under the seal of the Company or otherwise. It is hereby certified by the undersigned that the foregoing resolution was duly passed by the Board of Directors of the above-named Company on the [DAY] day of [MONTH, YEAR], in accordance with the Memorandum or By-Laws and Articles of Incorporation of the Company and the laws and by-laws governing the Company and that the said resolution has been duly recorded in the Minute Book and is in full force and effect. [DIRECTOR] [DIRECTOR] [DIRECTOR] Download Word Document In English. (Rs.20/-)
- Agreement to Sell Business
Agreement to Sell Business THIS AGREEMENT is made at ____on this the ____day of ____200_ BETWEEN Mr._____ S/o. _____, aged about ________ years, residing at ____ herein after referred to as The VENDOR (which expression shall, unless it is repugnant to the context, mean and include his legal representatives, executors and assigns) AND Mr_____ S/o. _______, aged about ___years, residing at ____________ herein after referred to as The PURCHASER (which expression shall, unless it is repugnant to the context, mean and include his legal representatives, executors and assigns) WHEREAS: 1. The Vendor is the absolute owner of ______ at _______ more fully described in the Schedule A hereunder, on monthly tenancy, under the name and style of _______carrying on the business of selling _________since __. The said business consists of ________________________________________ NOW THEREFORE IN CONSIDERATION OF THE MUTUAL OBLIGATIONS AND UNDERTAKINGS CONTAINED HEREIN THIS AGREEMENT WITNESSETH AS FOLLOWS: 2. The Vendor shall sell the business of departmental store namely "Popular Stores" and the Purchaser shall purchase the Business. The Purchaser shall pay the sale consideration to the Vendor as agreed hereunder. 3. The Vendor shall sell and the Purchaser shall purchase the said Business of the Vendor carried in the name and style of _____for a sale consideration of Rs. ____. The Purchaser has paid an advance amount of _____by cash to the Vendor and the Vendor acknowledges the receipt of the same. The purchaser shall pay the balance sale consideration within ___ days from the date of execution of this Agreement. 4. The vendor shall execute a Deed of Assignment in favour of the purchaser conveying all his right, title, interest, good will, name and all other rights including the right to recover the debts on receipt of full consideration from the Purchaser. 5. The Vendor covenants with the purchaser that he shall not carry on similar business within a radius of ___ from the place of business of the purchaser herein. 6. The parties hereto agree to comply with all applicable laws, rules and regulations relating to or affecting the performance of each of their obligations hereunder and shall secure and maintain in full force and effect all licenses, permits and authorisations from all statutory agencies to the extent the same are required or necessary for the performance of their respective obligations hereunder at all times during the term of this agreement. 7. Any dispute arising in between the parties shall be subject to arbitration and an arbitrator shall be appointed by both the parties by mutual consent. SCHEDULE A All that piece and parcel of the business of ____carried on in the name and style of ___situate at _______ having a built up area of __Sq.ft ( Description of the property) SCHEDULE B IN WITNESS WHEREOF, the parties hereto affixed their signatures on the day, month and year mentioned herein above. Signed by the VENDOR Signed by the PURCHASER WITNESSES: 1. Signed by both the witness along with his name and address. 2. Download Word Document In English. (Rs.20/-) Download PDF Document In Marathi. (Rs.20/-)
- DRAFT OF MEMORANDUM RECORDING ORAL FAMILY SETTLEMENT
DRAFT OF MEMORANDUM RECORDING ORAL FAMILY SETTLEMENT Download Word Document In English. (Rs.60/-) Download PDF Document In Marathi. (Rs.50/-) THIS MEMORANDUM RECORDING ORAL FAMILY SETTLEMENT is made at _________ this ________ day of ____________ between Shri ____________ an Indian inhabitant residing at __________ _________ _________ (hereinafter called " the Party of the First Part ") of the FIRST PART , Shri ______________, an Indian inhabitant residing at _____________ _____________ (hereinafter called "the Party of the Second Part") of the SECOND PART and Shri _________, also an Indian inhabitant residing at ____________________________________ (hereinafter called "the Party of the Third Part") of the THIRD PART. and reference to the parties hereto shall, unless repugnant to the context or meaning thereof mean and include their respective successors and assigns. WHEREAS:- 1. The parties hereto are related to each other, the party of the first part being the ____________ of the party of the Second Part etc;2. Serious disputes and differences have arisen between the parties hereto, relating to ___________, and which have disrupted the peace and harmony of the family and affected the business and family relations and threatened to resort to litigation;3. With the object of resolving the aforesaid disputes arising out of the conflicting claims made by the parties hereto as stated above and for effectuating a permanent solution of all the outstanding disputes once and for settlement was arrived at for ensuring family peace and harmony after considering what was best in the interest of the parties and in expectation that the settlement would result in achieving amity and goodwill among the Parties and it was agreed that the parties and it was agreed that the settlement arrived at would be final and binding upon all the parties hereto and avoid any further disputes and or differences amongst the parties hereto.4. The parties hereto, have come to a settlement after the aforesaid discussion with the help of mutual friends to resolve the disputes and differences, and a memorandum of settlement with certain terms and conditions was drawn with a view to avoid any future disputes and or differences amongst the parties hereto and that this memorandum has been entered into to record the said terms and conditions of the Family Settlement already agreed upon by the parties hereto. NOW THEREFORE THIS MEMORANDUM OF FAMILY SETTLEMENT WITNESSETH THE SAID TERMS AND CONDITIONS AS FOLLOWS: 1. In pursuance of the said agreement and in consideration of the premises, the parties hereto agree that the Party of the Third Part shall apply to the Court for grant of letters of administration with the will annexed of the estate of the late ___________, the deceased.2. Without prejudice to their right to get their shares in the estate of the deceased as hereinafter fixed and agreed to by the parties hereto, the heirs shall give their letters of consent to the Party of the Third Part for obtaining the letters of administration as aforesaid.3. In consideration of the premises, the Party of the Third Part shall immediately after the letters of administration have been obtained grant, deliver and transfer one-third of the said properties and assets (after setting apart a sum of Rs. ___________/- for discharging the liabilities of the late _____________ and also to meet the expenses for the grant of letters of administration in favour of the Party of the Third Part.) to each of the said heirs and retain the remaining one-third for himself.4. An inventory of the assets of the deceased and of the respective agreed values thereof, is listed in Part I of the annexure B, hereto. A list of the debts due and owing by the estate of the deceased is listed in Part II of the said Annexure B hereto. An estimated sum of Rs______ has been taken into consideration and set apart by the Parties in a separate Savings Bank Account no. with __________ Bank, _____________ Branch, towards the expenses of obtaining the Probate / Letters of Administration with the will annexed and the transfer / distribution of the estate of the deceased in accordance herewith and the said sum shall be utilized by the parties hereto, accordingly. In case of any deficit in meeting the debts of the deceased and/ or the expenses of proving the Will and distribution of the estate, the parties hereto, shall contribute equally to such deficit.5. After setting apart sums to meet the debts of the deceased and the estimated expenses of distribution of the estate, The assets allotted to the said the Party of the First Part pursuant to the Family Settlement arrived at are more particularly described in the First Schedule hereunder written. Similarly, The assets allotted to the said the Party of the Second Part pursuant to the Family Settlement arrived at are more particularly described in the Second Schedule hereunder written. The assets allotted to the Party of the Third Part pursuant to the Family Settlement arrived at are more particularly described in the Third Schedule hereunder written.6. All expenses of and incidental to the grant of letters of administration as also of transfer of the shares to the respective parties hereto shall come out of the estate of the deceased.7. It is expressly agreed by and between the parties hereto that the heirs shall not claim any rights under the said codicil and the Party of the Third Part shall not, after obtaining the letters of administration with the will annexed, claim any rights under the said will, save as hereinbefore provided.8. The parties hereto confirm and declare that all the disputes and differences between them are settled and that none of the parties has any further or other claim or demand of any nature whatsoever against the other or others of them.9. The parties hereto expressly agree and declare that they have arrived at this Family Arrangement in order to put an end to existing and future disputes between the parties and with a view to bring about amity and goodwill amongst them and with a view to maintaining peace and bring about harmony in the family. The parties hereto further agree and declare that the terms of the Memorandum of Family Settlement arrived at between them and recorded herein are fair and bona fide and in the interest of all the parties.10. The parties hereto shall sign and execute or cause to be signed and executed all such documents, deeds, writing and/or instructions as may be necessary to give effect to the Family Arrangement arrived at amongst the parties hereto. On ___________ and which is recorded in this Memorandum of Family Arrangement-cum-Compromise. Annexure 'A'(Copy to the Will)Annexure 'B'Part I:List of assets of the deceased and estimated agreed valuesThereof.The first schedule hereinabove referred to (The assets allotted to the said the Party of the First Part) Part IV: List of Debts of the Deceased.The Second schedule hereinabove referred to (The assts allotted to the said the Party of the Second Part) The third schedule hereinabove referred to (The assets allotted to the said the Party of the Third Part)IN WITNESSES WHEREOF the parties hereto have hereunto set and subscribed their respective hands the day and year first hereinabove written.SIGNED AND DELIVERED by }the Party of the First Part }Shri.......................... }in the presence of ___________ }SIGNED AND DELIVERED by } the Party of the Second Part } Shri.......................... }in the presence of ___________ }SIGNED AND DELIVERED by } the Party of the Third Part } Shri......................... }in the presence of ____________ } Documents Required There are no specific documents required for the drafting and execution of a deed of settlement. However, ID proofs of the parties in order to confirm the names and permanent addresses of the parties should be scrutinised. Documents evidencing clear title of the property in question should also be examined. Procedure No set procedure is applicable in the making of a deed of settlement. However, once the agreement has been drafted by a lawyer, it should be specifically and carefully read by both the parties to the agreement. Any necessary changes required to be made shall be carried out and once the agreement is finalised, it shall be signed by both the parties along with the requisite witnesses. The agreement is legally binding when it is printed on judicial stamp paper/e-stamp paper and signed by both the parties. The stamp paper value depends on the particular State in which it is executed. Each party should thereafter keep a signed copy of the Agreement. Legal Considerations A deed of settlement is a legal document which includes clauses stating the terms and conditions between the parties. It needs to be printed on a judicial / e-stamp paper of the correct value and signed by both parties. It can be modified or amended as per the terms of the agreement.

