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ARTIST AGENT AGREEMENT Download Word Document In English. (Rs.25/-) THIS ARTIST AGENT AGREEMENT is made and executed on this the _______ (Date) Day of _____________ (Month), ________ (Year) by and between: PARTIES: ____________________________, an individual, residing at ________________having Social Security Number: ______________________________ (hereinafter referred to as Artist ).   AND _________________________________ ,  a company registered in accordance with the laws of ___________________________________ having its registered office at ___________________________ represented by ______________________ (hereinafter referred to as the Agent) which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include all persons deriving title under the Agent. RECITALS: (Please change the recitals in accordance with your needs) WHEREAS, the Artist is a person who is has proven his / her talents in the field of __________________________________________________________. WHEREAS, the Artist desires to hire the services of an Agent in order to represent him / her and for the purposes of marketing certain rights as specified herein. WHEREAS, the Agent is involved in the business or marketing and promotion and is capable of representing the Artist adequately, WHEREAS , the Agent has offered its services to the Artist and Artist has expressed his/ her acceptance of this offer; WHEREAS, based on the same this agreement is entered into between the Agent and the Artist. NOW THEREFORE , in consideration of the mutual promises contained herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for the reasons set forth and in consideration of the covenants and promises of the parties hereto, parties agree as follows:  INTERPRETATIONS Unless the context of this Agreement otherwise requires: The headings of the clauses to this Agreement are for convenience only and shall be ignored in construing this Agreement; The singular includes the plural and vice versa; References to a party or the parties are references to either the Artist or the “ Agent ”  or both, as deem and appropriate. References to other agreements and documents shall be deemed to be references to such agreements and documents as amended, replaced, substituted, assigned, novated, supplemented or otherwise modified from time to time; and the words 'include" and "including" shall be deemed to be qualified by a reference to "without limitation". EFFECTIVE DATE & TERM OF THIS AGREEMENT The effective date of this Agreement shall be _____ of __________, 20___ and all rights and obligations of the parties hereunder shall be effective as of that date. This Agreement is valid and shall remain in full force and effect for a term of ____________ (Days / Months/ Years) starting from the effective date till ___________________________________ unless terminated prior to such date by either of the parties in accordance with Clause on termination specified herein. AGENCY The Artist appoints the Agent as his / her representative by virtue of this Agreement; The Agent shall put in the best of his efforts , time and energy in representing the Artist; The Agent shall put in the best of his efforts in submitting the Artist’s works and attempt to secure the best deals for the Artist; The Agent shall further put in all his efforts to increase the worth / market value of the Artist; This Agent is hereby authorized to represent the Agent in the territories of ____________________________________________________________________. The Agent is further authorized by the Artist to represent him / her in the following areas: ________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ The Agent is further entrusted with the right to negotiate the terms of any assignment on behalf of the Artist, but the ultimate right of accepting or refusing any assignment vests with the Artist and is not vested with the Agent. AGENT COVENANTS   The Agent understands that, the Agent shall be entrusted with the samples of the Artist’s work in order to secure assignments and projects for the Artist. The Artist shall have all the rights over such samples and no right on the samples of work would be transferred in favor of the Agent by virtue of this Agreement. The samples so entrusted with the Agent must be returned to the Artist within a time period of ___________ days after termination of this Agreement.  The Agent shall take all reasonable steps to ensure that such samples of work are well protected against any damage or loss and the Agent is to be held solely liable for any loss and damage so incurred so sustained by the samples of work due to any kind of negligence on the part of the Agent. The Agent further agrees and understands that the promotional expenses related to the promotion of Artist’ work shall be borne by the Agent and the Artist. The Agent shall be liable for _____ % and the Artist shall be liable for ____% of the promotional expenses. The Agent shall further bear the expenses related to: _________________________. COMMISSION Agent understands and agrees that he/she shall be entitled to Commission with regard to all the works which the Agent has secured for the Artist. The Agent’s Commission would be _______% of the total amount so secured for each work by the Agent during the term of this Agreement. The Commission amount would be calculated only after deducting the expenses if any incurred by the Artist with regard to performing the assignment or project , that is commission shall be payable on the fee after reducing the incurred expenses.  The Agent is not entitled to any Commission with regard to any assignment or project which was rejected by the Artist. INVOICE AND PAYMENT OF THE INVOICE The Agent is responsible for sending an invoice to the Artist which would state in detail the amounts related to the work done and the commission amount so due. All payments so made to the Agent shall be invoiced. All payments which are covered under this Agreement shall be made within a period of _______ days. Any default in this regard would further attract a penalty and the payments due shall be accompanied with a fine calculated at the rate of ___ % per month. MAINTENANCE OF ACCOUNTS The Agent is responsible for maintaining records with regard to all the billings and is also responsible for sending copies of the invoice to the other party as and when rendered. As and when requested by the Artist, the Agent is further placed at an obligation to provide the account details which would specify the : Name of the Client  Amount so paid by the Client  Dates on which the amounts were paid Expenses incurred by the Artist Amount on which the commission is to be calculated Commission Amounts Due Amounts Paid The Agent is further responsible for maintain the book of accounts and other related records at his/her place of business and shall allow the other party to inspect such records during the business hours of any business day after the other party gives a reasonable notice to the _______________ of ______ (days / hours) in this regard.   TERMINATION The Agreement can be terminated by the Artist for Breach of any of the terms specified herein with a notice of _____________ days prior to such termination. On such termination the Agent shall cease to represent the Artist and the Artist’s work and shall return all the samples of the Artist’s work within a time period of ________ days of such termination. This Agreement may be terminated by either party with a written notice of _________ days to the other party. If the Artist procures an assignment from any clients which the Agent had obtained prior to the termination of this Agreement, then the Artist is liable to pay the Agent his/ her Commission and such Commission is to be calculated in accordance with the Clause 5 of this Agreement. Such Commission shall be paid to the Agent only if the Artist procures the assignment within 6 months of the termination of this Agreement and not otherwise. ASSIGNMENT  This Agreement shall not be assigned by either of the parties hereto. It shall be binding on and inure to the benefit of the successors, administrators, executors, or heirs of the Agent and Artist. Any purported or attempted assignment or other transfer or delegation in violation of this Section shall be null and void. RELATIONSHIP BETWEEN PARTIES Each party is an independent contractor of the other party. Nothing herein will constitute a Partnership between or joint venture by the parties, or constitute either party the Agent of the other. NOTICE Any notice to be given by one party to the other under, or in connection with this Agreement shall be in writing, signed by or on behalf of the party giving it, and addressed to the recipient at the address or facsimile number set out below or to such other address or facsimile number as that party may notify to the other “Party: To the Agent: Address: (Mention full name and address) _____________________________________ Attention: _______________________________________________________________ Facsimile no: ____________________________________________________________ To the Artist:  Address: (Mention full name and address) _____________________________________ Attention: _______________________________________________________________ Facsimile no: ____________________________________________________________ AMENDMENTS OR MODIFICATION No modification of or amendment to this Agreement will be effective unless in writing signed by authorized representatives of both parties.   NO WAIVERS The rights and remedies of the parties to this Agreement are cumulative and not alternative.  No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged.  Neither the failure nor any delay by any party in exercising any right, power, or privilege under this “Agreement” will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. SEVERABILITY If any provision of this “Agreement” is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this “Agreement” will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the “Party’s” intent. EXECUTION IN COUNTERPARTS This “Agreement” may be executed in counterparts (which may be exchanged by facsimile), each of which will be deemed an original, but all of which together will constitute the same “Agreement”. GOVERNING LAW & FORUM The validity, construction, interpretation of this “Agreement” shall be governed by and construed in accordance with the laws of the State of ___________, without regard to principles of conflicts of law. The parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in ___________________ for all suits, actions or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the jurisdiction of such courts in any suits, actions or proceedings arising out of or relating to this Agreement. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein, superseding all previous Agreement pertaining to such subject matter, and may be modified only by an amendment executed in writing by the authorized officers of both parties hereto. All prior agreements, representations, warranties, statements, negotiations, understandings and undertakings are superseded hereby. Both parties hereto represent that they have read this Agreement, understand it, agree to be bound by all terms and conditions stated herein, and acknowledge receipt of a signed, true and exact copy of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the day and year first written above. ARTIST AGENT ____________________________ ______________________________ Name: _________________________ Name: _______________________ Title:___________________________ Title:_________________________ Date:___________________________ Date:_________________________ _________________________________ ______________________________ (Witness) (Witness)

SUBORDINATION AGREEMENT This Subordination Agreement (this “Agreement”) dated _____ __, 201_, is between _________, _________ and __________, individually (the “Subordinated Creditor(s)”), and Massachusetts Life Sciences Center (“Senior Creditor”). Recitals A. [Insert Accelerator Company Name] (“Borrower”) has obtained credit from Senior Creditor. B. [Insert Subordinated Creditors’ names], individually (“Subordinated Creditor(s)”) have extended credit to Borrower and/or may later extend other credit to Borrower. C. To induce Senior Creditor to extend credit to Borrower and make further extensions of credit to or for Borrower, or to purchase or extend credit pursuant to any instrument or writing on which Borrower is liable or to grant renewals or extensions of any loan, extension of credit, purchase, or other accommodation each Subordinated Creditor will subordinate all of Borrower's indebtedness and obligations to such Subordinated Creditor with respect to such indebtedness, existing now or later (the “Subordinated Debt”), to all of Borrower's indebtedness and obligations to Senior Creditor (the “Senior Debt”) pursuant to a certain Life Sciences Accelerator Funding Agreement dated _____ __, 201_ by and  between Borrower and Senior Creditor (the “Loan Agreement”), as further amended from time to time. THE PARTIES AGREE AS FOLLOWS: 1. All Subordinated Debt payments are subordinated to Senior Creditor’s right to full payment and performance of the Senior Debt and all of Borrower’s other obligations to Senior Creditor existing now or later, together with collection costs of the Loan (as defined in the Loan Agreement), including attorneys' fees, and including any interest accruing after any bankruptcy, reorganization or similar proceeding and all obligations under the Loan Agreement. 2. No Subordinated Creditor will: a) demand or receive from Borrower (and Borrower will not pay any part of the Subordinated Debt, by payment, prepayment, or otherwise, which may now or hereafter be owing by Borrower to either Subordinated Creditor, or b) accelerate the Subordinated Debt, or begin to or participate in any action against Borrower with respect to such Subordinated Debt, until all the Senior Debt is paid, or  c)_ assign any of the Subordinated Debt or any collateral security therefore without notice to or consent of Senior Creditor and unless assigned pursuant to an assignment made expressly subject to this Agreement. This does not prohibit each such Subordinated Creditor from converting any Subordinated Debt into equity securities of Borrower or exercising any rights as a stockholder of the Borrower.  3. Each Subordinated Creditor must deliver to Senior Creditor in the form received (except for endorsement or assignment by each Subordinated Creditor) any payment, distribution, security or proceeds it receives on the Subordinated Debt other than according to this Agreement. 4. These provisions remain in full force and effect, despite Borrower's insolvency, reorganization or any case or proceeding under any bankruptcy or insolvency law, and Senior Creditor's claims against Borrower and Borrower’s estate will be fully paid before any payment is made to any Subordinated Creditor with respect to the Subordinated Debt. 5. Until the Senior Debt is paid, each Subordinated Creditor irrevocably appoints Senior Creditor as its attorney-in-fact, with power of attorney with power of substitution, in each such Subordinated Creditor’s name or in Senior Creditor’s name, for Senior Creditor’s use and benefit without notice to each such Subordinated Creditor, to do the following in any bankruptcy, insolvency or similar  proceeding involving Borrower: a) File any claims for the Subordinated Debt for each such Subordinated Creditor if such Subordinated Creditor does not do so at least 30 days before the time to file claims expires, and b) Accept or reject any plan of reorganization or arrangement for each such Subordinated Creditor and vote each such Subordinated Creditor's claims in respect of the Subordinated Debt in any way it chooses. 6. Each Subordinated Creditor will immediately put a legend on the Subordinated Debt instruments that the instruments are subject to this Agreement. No amendment of the Subordinated Debt documents will modify this Agreement in any way that terminates or impairs the subordination of the Subordinated Debt or the subordination of the security interest or lien that Senior Creditor has in Borrower’s property. 7. This Agreement shall be binding upon each Subordinated Creditor, their respective successors or assigns, and shall inure to the benefit of and be enforceable by each Senior Creditor and its successors or assigns. 8. This Agreement shall terminate upon the date on which the Senior Debt shall have been paid in cash in full. 9. Senior Creditor may administer and manage its credit and other relationships with Borrower in its own best interest, without notice or consent of either Subordinated Creditor. At any time and from time to time, Senior Creditor may enter into any amendment or agreement with Borrower as Senior Creditor may deem proper. 10. All conditions, covenants, duties and obligations contained in this Agreement can be waived only by written agreement. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the remedies available to that party. 11. All communications to the Senior Creditor shall be mailed or delivered to the following address, or sent by facsimile to the following number with confirmation of receipt by voice: All communications to each Subordinated Creditor shall be mailed or delivered to the following address: [insert name] Chief Executive Officer [or other title] [insert address of Accelerator company] 12. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, and the balance of the Agreement shall be interpreted as if such provision were so excluded, and shall be enforceable in accordance with its terms. 13. This Agreement may be executed in two or more counterparts, each of which is an original and all of which together constitute one instrument. 14. Massachusetts law governs this Agreement without giving effect to conflicts of laws principles. Each Subordinated Creditor and the Senior Creditor submit to the exclusive jurisdiction of the State courts. EACH SUBORDINATED CREDITOR AND THE SENIOR CREDITOR WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION FROM THIS AGREEMENT. 15. If there is an action to enforce the rights of a party under this Agreement, the party prevailing will be entitled, in addition to other relief, all reasonable costs and expenses, including reasonable attorneys' fees, incurred in the action. [Signatures on Following Page] Subordinated Creditor(s): _______________________________ [insert name] _______________________________ [insert name] _____________________________ [insert name] Download Word Document In English. (Rs.15/-)

SALE AGREEMENT THIS AGREEMENT is made at _______ the ____________ day of ___________ between A (hereinafter called ‘the vendor’) of the Other Part, whereby it is agreed as follows : 1. The Vendor shall sell and the Purchaser shall purchase, for the sum of Rs. _______ whereof a sum of ____ has been paid to the Vendor as stakeholders on the signing hereof as a deposit, the freehold property particularly described in the First Schedule hereto (but subject to and with the benefit of the tenancies mentioned in the Second Schedule hereto so far as subsisting.) 2. The title to the property shall commence with Deed of _______ dated the ______ day of ________. 3. The Purchaser shall deliver the requisitions and objections (if any) in respect of the title and all other matters arising upon the abstract or this agreement to the Vendor’s Advocate within 14 days after the day of the delivery of the abstract and the replies to answers within 7 days after the receipt thereof and in these respects time shall be of the essence of the contract. In default of or subject only to any such requisitions and objections so made the purchaser shall be deemed to have accepted the title. 4. (i) If the purchaser shall insist on any requisition or objection of any kind which the Vendor shall be unable or unwilling to remove or comply with the Vendor may (notwithstanding any intermediate negotiations or litigation in respect thereof) give notice in writing to the Purchaser or his Advocate of the intention of the Vendor to rescind this contract unless such requisition or objection shall be withdrawn and if such notice shall be given and the requisition or objection shall not be withdrawn within 7 days after the day on which the notice was sent, this contract shall without further notice be rescinded. (ii) The Vendor shall thereupon return to the Purchaser the deposit but without any interest, costs or other compensation or payment whatsoever. 5. The Purchaser shall admit the identity of the property agreed to be purchased with that comprised in the documents of title offered by the Vendor by a comparison of the description contained in the First Schedule hereto. 6. (i) The property is sold subject to all easements affecting the same. (ii) The property is believed to be correctly described as to quantity and otherwise but if any error, misstatement or omission shall be discovered in the description of the property contained in the First Schedule hereto or in any plan annexed hereto the same shall not annual the same but reasonable compensation shall be allowed by the Vendor or the Purchaser as the case may require in respect thereof and the amount of such compensation shall in case of dispute be settled by two arbitrators or their umpire pursuant to the Arbitration Act. 7 (i) The Purchaser shall pay the balance of the purchase money on the ______ day of _______________ at the office of _________ the Advocate of the Vendor at which time and place the purchaser shall be completed. (ii) Upon such payment the Vendor and all other necessary parties (if any) shall execute a proper assurance of the property to the Purchaser. Such assurance shall be prepared and (if necessary) stamped by and at the expense of the Purchaser. (iii) The Purchaser paying the balance of the purchase money shall as from the day hereby fixed for completion of the purchase be let into possession or into receipt of the rents and profits and shall pay all outgoing which shall if necessary be apportioned and the balance shall be paid by or allowed to the Purchaser on completion. (iv) If from any cause whatever (other than the willful default of the Vendor) the purchaser shall not be completed on that day the Purchaser shall pay to the Vendor interest on the balance of the purchase money at the rate of ___ per centum per annum from the day until the actual completion of the purchase but the Vendor shall have the option of taking the rents and profits of the property (less outgoing) upto the date of actual completion instead of the said interest and the Purchaser shall not be entitled to any compensation for the Vendor’s delay or otherwise. (v) Provided that, if delay in completion arises from any other cause than the Purchaser’s own act or default the Purchaser may – (a) at his own risk deposit the balance of the purchase money at any Bank in the name of the Purchaser or otherwise and – (b) give notice in writing forthwith of such deposit to the Vendor’s Advocate and in that case the Vendor shall be bound to accept the interest allowed thereon as from the date of such deposit in lieu of the interest or net rents and profits accruing after that date which would otherwise be payable to the vendor under this condition. 8. The Purchaser shall pay to the Vendor the proportionate part of the premium as from the date of completion of sale on any subsisting policy of fire insurance and shall be entitled so far as the Policy or consent by the insurance office permits to the benefit of such insurance as from the date of completion and the Vendor shall if so required consent to the name of the Purchaser being endorsed on the policy or entered in the books of the insurance office as being interested in the policy but the Vendor shall not give to the Purchaser notice of any premium being or becoming due. 9. If the Purchaser shall fail to comply with these conditions the deposit shall be forfeited to the Vendor who may thereupon re-sell the premises at such time in such manner and subject to such conditions as the Vendor shall think fit and any deficiency in price which may happen on and all expenses attending such re-sale shall immediately afterwards be paid by the present Purchaser to the Vendor and if not so paid shall be recoverable by the Vendor as liquidated damages. As witness the hands of the said parties have been put the day and year first above written. The First Schedule (Particulars of the property) The Second Schedule (Particulars of tenancies) Signed by the Vendor Mr. _______ in the presence of ___________ Signed by the said Purchaser Mr. _________ in the presence of _________ Download Word Document In English. (Rs.15/-)

Letter of Assignment of Accounts Receivable with Non-Recourse  : Please fill out the following form.  Please print your completed form if you would like to have a copy for your records. FOR VALUE RECEIVED, the undersigned hereby assigns and transfers to (Name of the person or the company receiving the rights) all rights, title and interest in and to the account(s)receivable described as follows :DESCRIPTION OF THE ACCOUNTS RECEIVABLES BEING TransferredThe undersigned warrants that the said account(s) are just and due and the undersigned has not received payment for same or any part thereof and has no knowledge of any dispute thereon; provided, however, that said account(s) are sold without recourse to the undersigned in the event of non-payment.The undersigned further warrants that it has full title to said receivables, full authority to sell and transfer same, and that said receivables are sold free and clear of all liens, encumbrances or any known claims against said account(s).This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.Signed this day of :_____________________Signed in the presence of :Witness : Download Word Document In English. (Rs.5/-)

ESCROW AGREEMENT This Escrow Agreement dated ________ (this “Agreement”), is made and entered into by and between ______________________________________ (“Seller”), ______________________________________(“Purchaser”), and Investors Title Insurance Company, _____________corporation (“Escrow Agent”). Required SELLER Information: Tax ID: _______________________________ Mailing address: _________________________ ______________________________________ Telephone: _____________________________ Email: _________________________________ Required PURCHASER Information: Tax ID: _______________________________ Mailing address: _________________________ ______________________________________ Telephone: _____________________________ Email: _________________________________  WHEREAS, Seller and Purchaser have entered into that certain Contract for the Sale and Purchase of Real Property having an Effective Date of ______________, as to certain real property (hereinafter referred to as the "Property") situated in ____________County, in the State of _____________ (the “Sales Contract”).  WHEREAS, Seller and Purchaser desire that the closing of the transaction contemplated by the Sales Contract take place in accordance with the terms and provisions of this Agreement. WHEREAS, pursuant to Section ______ of the Sales Contract, Purchaser and Seller have appointed Investors Title Insurance Company to hold earnest money in the amount of $_____________________ (the “Escrowed Funds”), which sum will be held in accordance with the terms of this Agreement and the Sales Contract. NOW, THEREFORE, in furtherance of the transaction contemplated by the Sales Contract, and for and in consideration of $250.00 cash paid in hand to Escrow Agent, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows: 1. Seller and Purchaser hereby designate, constitute and appoint Investors Title Insurance Company as Escrow Agent under this Agreement to hold Escrowed Funds, and Escrow Agent accepts such designation and appointment, and agrees to act in accordance with the terms of this Agreement. It is hereby expressly understood and agreed that in the event a conflict should arise as between the terms of this Agreement and those of the Sales Contract, the terms of this Agreement will control. 2. Notwithstanding any provisions regarding interest in the Sales Contract, Purchaser and Seller hereby request that the Escrowed Funds (select ONE option; if neither is selected, the second option below will be deemed selected): accrue interest to the benefit of ________________ [insert Purchaser or Seller] (if left blank, Purchaser will be beneficiary 3. All checks, money orders, wires or drafts sent to Escrow Agent under this Agreement will be processed  for collection in the normal course of business. Escrow Agent will deposit the Escrowed Funds in a segregated savings account with a federally-insured banking institution. All funds received by check will be held for a minimum of five (5) business days prior to transfer to a segregated account or disbursement. 4. Upon Escrow Agent’s receipt of consistent written instructions from both Seller and Purchaser, or their respective counsel or brokers, Escrow Agent will disburse the Escrowed Funds in accordance with such instructions. Such instructions may be given in duplicate counterparts and delivered via electronic mail. Escrow Agent requests delivery of such instructions at least twenty-four (24) hours before disbursement is needed. Notwithstanding the foregoing provisions of this Section 4, in the event that Seller or Purchaser provides Escrow Agent and the other party with a written certification claiming the Escrowed Funds pursuant to certain provisions of the Sales Contract, Escrow Agent, at its absolute and sole discretion, may elect to proceed by: (i) notifying Purchaser and Seller that it intends to disburse the Escrowed Funds in accordance with such request unless the non-requesting party delivers a written objection t o such requested disbursement within ten (10) business days after receipt of said notice, and (ii) so disbursing the Escrowed Funds to the requesting party after such ten (10) business day period, provided the non-requesting party has not objected to such disbursement in accordance with this Section. Upon such a disbursement, Escrow Agent will be released and discharged from any further duty or obligation hereunder. 5. Escrow Agent will be entitled to rely upon the instructions and other matters covered thereby, and will not be required to investigate the authority of the person executing and delivering such instructions, or otherwise verify the accuracy of the statements or information presented therein. 6. Escrow Agent will not be accountable for any incidental benefit, which may be attributable to the Escrowed Funds. Escrow Agent will not owe a fiduciary responsibility to Purchaser and Seller, and will be a stakeholder only and not liable for any losses, costs or damages it may incur in performing its responsibilities hereunder unless such losses, costs or damages arise out of the willful default or gross negligence of Escrow Agent or its agents. Furthermore, and in no way limiting the forgoing sentence, Escrow Agent will not be liable for any loss or damage resulting from the following: a. Any default, error, action, or omission of any other party; b. The expiration of any time limit unless such time limit was known to Escrow Agent and such loss is solely caused by failure of Escrow Agent to proceed in its ordinary course of business; c. Any loss or impairment of funds while on deposit with a federally-insured bank, resulting from failure, insolvency or suspension of such bank; and d. Escrow Agent’s compliance with any and all legal process, writs, orders, judgments, and decrees of any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed. 7. In the event of a dispute hereunder between Seller and Purchaser (or their successors or assigns), Escrow Agent will have the right, exercisable in its sole discretion, to resign by giving written notice to Seller and Purchaser, specifying a date on which such resignation will take effect, which will be no earlier than ten (10) business days after the delivery of such notice. Promptly upon receipt of such notice, Seller and Purchaser will appoint a mutually acceptable successor escrow agent. Upon delivery by the successor escrow agent to Seller, Purchaser, and Escrow Agent of a written instrument accepting such appointment, the successor escrow agent will succeed to all the rights and duties of Escrow Agent hereunder. If a  successor escrow agent is not appointed by the expiration of such ten (10) business day period, Escrow Agent will have the right, exercisable in its sole discretion, to be discharged by tendering unto the registry or custody of any court of competent jurisdiction the Escrowed Funds, together with any such legal pleadings as it deems appropriate. In such an event, Escrow Agent will have the right to charge an administrative fee of $500.00 toward its costs, which will be in addition to any Escrow Agent fee charged. At Escrow Agent’s discretion, all applicable fees charged by Escrow Agent may be withheld from the Escrowed Funds tendered to the court. Purchaser and Seller will indemnify and hold harmless Escrow Agent for all of its expenses, costs and reasonable attorneys’ fees incurred in connection with such interpleader action in excess of $500.00. Escrow Agent will have the right to deduct its unpaid fee and any costs it has incurred for overnight delivery charges or wire transfer fees from the Escrowed Funds prior to disbursement. 8. The terms and provisions of this Agreement are for the benefit of Seller, Purchaser, and Escrow Agent and their respective successors and assigns only. Nothing contained herein will be deemed or construed to inure to the benefit of any other person or party, it being the express intent of Seller, Purchaser, and Escrow Agent that no such person or party will be entitled to any of the benefits hereunder, except as expressly provided herein. 9. This Agreement is intended as a contract under the laws of the State of North Carolina and will be governed thereby and construed in accordance therewith. 10. This Agreement may be executed by electronic signatures, which for all purposes will be deemed to constitute originals. This Agreement may be executed in counterparts, all of which when taken together will be deemed one original. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written. SELLER: __________________________________ By: ______________________________ Name: ____________________________ Title: _____________________________ PURCHASER: __________________________________ By: ______________________________ Name: ____________________________ Title: _____________________________ ESCROW AGENT: Investors Title Insurance Company, By: ______________________________ Name: ____________________________ Title: _____________________________ Download Word Document In English. (Rs.20/-)

ASSET PURCHASE AGREEMENT RETAIL STORE Download Word Document In English. (Rs.50/-) THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of the ____ day of ________________, 2014, by and between ______________________ ______________________________________________________(“Purchaser”) and __________ Truck Stop, Inc. (“Seller”). W I T N E S S E T H: WHEREAS, Seller presently operates convenience stores and fuel stations from various locations (the “Stores”) and is in the process of selling its interest in the real and personal property comprising certain of its Stores; and WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, the location having an address of ______________________________________, __________________________________________________________________and being more particularly described in this Agreement and Schedule 1.1(a) (the “Location”), and the related personal property used to operate the Location, and the fuel and merchandise inventory which is owned by Seller and now situated at the Location, subject to terms and conditions contained herein; NOW, THEREFORE, in consideration of the premises and the mutual representations,  warranties, covenants and agreements set forth above and in the body of this Agreement, upon the terms and subject to the conditions hereinabove and hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I. PURCHASE AND SALE OF ASSETS 1.1 Assets to be Sold. On the terms and subject to the conditions set forth in this Agreement, at Closing, Seller shall sell, transfer and assign to Purchaser, and Purchaser shall purchase and receive from Seller, all of Seller’s right, title and interest in and to the following properties, assets and rights (except the Excluded Assets as hereinafter defined) related to or used or held for use in connection with the Location as the same may exist as of the Closing (hereinafter defined) (collectively, the “Assets”): (a) Any real property owned or leased by Seller at the Location more particularly described on Schedule 1.1(a), together with all buildings, improvements, easements and appurtenances thereon and thereto (collectively, the “Real Property”); (b) All inventories of merchandise, supplies and motor fuels owned by Seller present at the Location at Closing (collectively, the “Inventory”); (c) Any furniture, fixtures, equipment and other tangible personal property owned by Seller and now situated at the Real Property, which may include the items listed in Schedule 1.1(b) (collectively, the “Tangible Personal Property”);  (d) All motor fuel fixtures and equipment now attached to or used in connection with the Real Property including, without limitation, any petroleum pumps and dispensers, underground fuel storage tanks, canopies, fuel lines, fittings and connections used in the ordinary course of business at the Real Property to receive, store and dispense motor fuels (collectively, the “Fuel Equipment”); (e) Except as otherwise provided, to the extent that the same may be transferred pursuant to their respective terms and applicable laws, rules and regulations, any operating permits, underground storage tank notifications or registrations, if any, and other permits, licenses, filings and other governmental authorizations, agreements, contracts, and approvals; (f) Any plans and specifications, surveys, blueprints and drawings in Seller’s possession now or as of the Closing related solely to any buildings and improvements at the Location; and (g) Any and all rights, duties and obligations of Seller as contained in the real estate lease contracts as set forth on Schedule 1.1(g) hereof. 1.2 Excluded Assets. Seller and Purchaser expressly understand and agree that Seller is not hereunder selling, assigning, transferring, conveying or delivering to Purchaser any assets, properties, rights, contracts or claims other than the Assets including, without limitation, any of the following (collectively, the “Excluded Assets”): (a) All minute books, tax returns, books of original entry and other corporate or entity records of Seller and its affiliates; (b) All insurance policies and proceeds thereof payable to Seller or its affiliates (except to the extent of, and subject to, the provisions of this Agreement regarding a casualty loss to the Location following the date hereof); (c) All cash and accounts receivable of Seller and its affiliates; (d) All tax refunds, credits and benefits with respect to the Assets to the extent the same relate to periods before the Closing; (e) All intangible personal property, trademarks, patents, copyrights and other intellectual property and property rights of Seller and its affiliates; (f) All deposits and prepaid expenses of Seller and its affiliates; (g) All properties, assets, rights and business interests of Seller and its affiliates situated at sites other than the Location; and (h) All reimbursements to which Seller or its affiliates are entitled under any state petroleum storage tank fund for any costs incurred prior to the Closing.  (i) All personal property not owned or leased by the Seller which is located at the Real Property. 1.3 Assumed Liabilities. Subject to the limitations set forth herein and in Section 1.4 hereof, Purchaser hereby agrees, effective as of the Closing, to pay, perform and discharge, according to their terms, all of the terms, conditions, covenants and agreements on the part of Seller to be paid, performed and discharged on and after the Closing and those liabilities contained in those certain real estate lease contracts as set forth on Schedule 1.1(g) hereof; provided, however, that such liabilities shall include, and Purchaser expressly agrees to perform And discharge after the Closing (subject to Section 8.6 hereof), all obligations of Seller and all obligations as owner of the Fuel Equipment and as property owner or lessee of the Real Property related to the investigation or remediation of any petroleum products and/or hazardous substances in, under or near the Real Property to the extent required by applicable Law (collectively, the “Assumed Liabilities”). The Assumed Liabilities shall in no event include any liabilities and obligations arising out of the foregoing in connection with any transactions or events occurring before the Closing (except as specifically provided herein). 1.4 Excluded Liabilities. The transaction contemplated by this Agreement is the purchase and sale of assets and not a de facto merger of Seller and Purchaser. Purchaser is not a successor in interest to Seller, and neither Seller nor any shareholder, officer, director, manager, member or partner of Seller, as the case may be, shall have any continuing participation in the ownership or management of any Real Property transferred hereunder after the Closing. Except as specifically set forth in this Agreement, Seller and Purchaser agree that Purchaser shall not assume or become liable for any debts, liabilities or obligations of any kind of Seller existing on the Closing Date or thereafter incurred by Seller, whether known or unknown, absolute or contingent, mature or unmatured, liquidated or unliquidated, or accrued or pending including, Without limitation, any debts, liabilities or obligations with respect to the Excluded Assets (collectively, the “Excluded Liabilities”). 1.5 Definitions. Capitalized terms not defined elsewhere in this Agreement are defined in Article XII hereof. II. PURCHASE PRICE AND ESCROW 2.1 As consideration for the Assets Purchaser shall pay to Seller the sum of $________________ (the “Purchase Price”), which sum shall not include the value of the Inventory as determined according to Section 3.4 hereof (the “Inventory Value”), subject to adjustment as provided in this Agreement. 2.2 Purchaser has this day deposited with Tranzon Auction Properties as escrow agent (the “Escrow Agent”) the sum of $25,000.00 (the “Initial Deposit”) and Purchaser shall, within five (5) business days of the public auction, deposit with the Escrow Agent, via cashier’s check or wire transfer, a sum (the “Additional Deposit”) which will, together with the Initial Deposit, equal ten percent (10%) of the Purchase Price (the Initial Deposit and the Additional Deposit being collectively referred to as the “Deposit”).  2.3 The balance of the Purchase Price plus the Inventory Value (collectively, the “Total Consideration”) shall be paid by Purchaser to Seller at Closing, subject to adjustment as provided herein. The Deposit shall be held in a non-interest bearing escrow account by Escrow Agent. At the Closing, the Deposit will be disbursed to Seller as a credit against the Total Consideration. If the Closing does not occur for any reason, then the Deposit will be distributed according to Article X hereof.  2.4 All payments by Purchaser to Seller under this Agreement at the Closing shall be made by bank check payable to Seller, or as Seller may direct in writing, or by wire transfer of immediately available funds to Seller, or as Seller may direct in writing, before the Closing.  2.5 The Total Consideration shall be allocated between and among the Inventory based on the Inventory Value; the Tangible Personal Property based on its book value at the Closing; the Fuel Equipment based on its book value at the Closing; and the balance of the Total Consideration shall be allocated to the Real Property setting forth in detail the allocation of the fair market value of the real estate and the allocation of the value of the improvements located thereon. Subject to the requirements of any applicable tax Law and the rulings of any applicable governmental agency, all tax returns and reports filed by Purchaser and Seller shall be prepared consistently with the foregoing allocation. Seller and Purchaser agree to notify the other in the event that any adjustment is so required or imposed by applicable Law.  III. PHYSICAL COUNT PROCEDURES AND VALUATION OF INVENTORY 3.1 Physical Count Inventory Procedures. Not more than three (3) days before the Closing, unless otherwise agreed in writing by Seller and Purchaser, a physical count of the Inventory at the Location (the “Physical Inventory”) shall be taken by an independent inventory company as identified by Seller (the “Independent Auditor”). Purchaser will pay the fee charged by the Independent Auditor. Unless otherwise agreed in writing by Seller and Purchaser, the procedures for conducting the Inventory count and valuing the Inventory are set forth in this  Article III. 3.2 Cut-over Time. Transfer of Inventory and operations at the Location and transfer of ownership of any real estate in connection therewith, if applicable, will be effective as of the commencement of business on the day of the Closing or, if the Location operates on a 24-hour basis, as of its normal shift beginning as close as practicable to 5:00 a.m. on the day of the Closing (the “Cut-over Time”). All deliveries of Inventory to, and all sales of Inventory at, the Location before the Cut-over Time shall be for the benefit of and chargeable to the account ofSeller and  after the Cut-over Time shall be for the benefit of and chargeable to the account of Purchaser. To the extent that the Physical Inventory at the Location occurs before or after the Cut-over Time, the amount of Merchandise Inventory, Supplies Inventory and Petroleum Inventory determined for the Location shall be adjusted to reflect deliveries and sales between the time of the actual count or measurement of Merchandise Inventory, Supplies Inventory and Petroleum Inventory and the Cut-over Time.  3.3 Physical Inventory Procedures. (a) Observation Rights. Both Seller’s and Purchaser’s representatives shall have the right to be present to observe the taking of any Physical Inventory. (b) Merchandise and Supply Inventory. A physical count of actual quantities of Merchandise Inventory and Supplies Inventory will be taken by the Independent Auditor as close as practicable to the Cut-over Time. Damaged and out of date Merchandise and Supplies Inventory shall not be purchased by Purchaser. (c) Petroleum Inventory. A measurement of the amount of the Petroleum Inventory at the Location shall be made as close as practicable to the Cut-over Time. Arrangements will be made to have employees at the Location take and record console  and dollar/gallon readings and mechanical pump readings as of the Cut-over Time, as verified by the Independent Auditor. The Petroleum Inventory will be measured by automatic tank gauging system for reading the underground tanks. Manual sticking of the tanks shall be done for the sole purpose of determining sediment and water levels, which shall be deducted from the automatic tank gauging gallon computation to computethe Petroleum Inventory. Simultaneously, retail pump meter readings will be taken and recorded. All tank inventories shall be taken at ambient conditions and calculated with any automatic equipment which is available at the Location. A comparison of total Location volumes as calculated from the Physical Inventory will be compared to the Location’s book inventory and sales records. Excessive variances should be questioned and, if necessary, a second Physical Inventory shall be taken to ensure the accuracy of the reported readings. 3.4 Valuation of Inventory. The Inventory Value shall be the sum of the following: (a) Merchandise Inventory. Merchandise Inventory (other than beer, wine, Food Services Items (as hereinafter defined) and cigarettes) will be priced at seventy percent (70%) of Seller’s retail price of each item and Food Service Items and cigarettes will be priced at Seller’s cost. Beer, wine and other alcoholic beverages will be priced at eighty percent (80%) of Seller’s retail price. The term “Food Service Items” shall mean any food or beverage item prepared for human consumption and served for consumption either on or off the Location. The term “Food Service Items” shall exclude any food or beverage wholly packaged off the premises except (a) sandwiches, or (b) beverages in unsealed containers. (b) Supplies Inventory. The normal operating level of supplies will be maintained and shall be valued at Seller’s cost. (c) Cash Drawer. The amount of the Cash Drawer shall be included in the value of the Inventory for such Location. (d) Petroleum Inventory. The Petroleum Inventory will be valued utilizing Seller’s cost of each grade of product for the last pre-Closing delivery to the Location plus the current freight rate charged to transport the product to the Location. The total value of Petroleum Inventory is to include all state sales and state and federal excise taxes (“Fuel Taxes”), whether or not paid by Seller and whether or not Purchaser holds an  exemption certificate. To the extent not previously paid by Seller, all Fuel Taxes included in the Inventory Value will be remitted by Seller to the applicable taxing jurisdiction promptly following the Closing. (e) Survival. The obligations of Seller under Sections 3.4(d), 3.4(e) and this 3.4(f) shall survive the Closing. 3.5 Costs. Purchaser shall be solely responsible for all of the costs and expenses of the Inventory audit taken at the Location and shall indemnify, defend and hold harmless Seller and its affiliates from and against all such costs and expenses. This obligation shall survive the Closing. IV. CLOSING, DELIVERIES AND ADJUSTMENTS 4.1 Closing. The purchase and sale of the Assets (the “Closing”) shall occur on a date and time as designated in writing by Seller to Purchaser with at least five (5) business days’ notice, but in no event later than the date that is forty-five (45) days following the date of execution of this Agreement, at the offices of Shaines & McEachern, PA, 282  orporate Drive, Pease International Tradeport, Portsmouth, NH 03801. The actual date on which the Closing occurs is referred to herein as the “Closing Date.” 4.2 Proceedings at Closing. All proceedings to be taken and any documents to be executed and delivered by any of the parties at the Closing shall be deemed to have been taken, executed and delivered simultaneously, and no proceedings shall be deemed taken nor anydocuments executed or delivered until all have been taken, executed and delivered . Upon Purchaser’s written request to Seller, Seller may, in its sole and absolute discretion, extend the date of the Closing for up to an additional thirty (30) day period. 4.3 Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver to Purchaser the following, duly executed: (a) an executed deed with respect to the Real Property (the “Deed”), in the form of a quitclaim deed or comparable deed customary in the state where the property is located, or (if applicable) an assignment in such form as Seller may reasonably prescribe of the ground lease pursuant to which Seller derives its leasehold interest in the Real Property, in either case conveying Seller’s interest to the Real Property without further representation  or warranty; (b) an executed Bill of Sale for the Assets other than the Real Property; (c) an executed settlement statement showing all components of the Total Consideration and itemizing the closing costs and prorations contemplated by this Agreement (the “Settlement Statement”); and (d) with respect to Seller, a copy of a certificate of good standing or legal existence from the state where the Location is situated, dated as of a date reasonably close to the Closing Date. 4.4 Deliveries by Purchaser to Seller. At the Closing, Purchaser shall deliver to Seller the following, duly executed: (a) immediately available funds in the amount of the balance of the Total  Consideration referred to in Section 2.3 hereof; (b) the Settlement Statement; and (c) with respect to a Purchaser that is an entity, a copy of a certificate of good standing or legal existence from Purchaser’s state of incorporation and from the state where the Location is situated, dated as of a date reasonably close to the Closing Date. 4.5 Payment of Excise, Sales and Transfer Taxes. All Excise, Transfer and Sales Taxes imposed on the transfer of the Assets, whether real property or personal property, shall be paid by Purchaser, and Purchaser and Seller shall file such tax and information returns as each may be required to file in connection therewith according to applicable Law. Purchaser shall indemnify, defend and hold Seller harmless for any liability that Seller may incur as a result of Purchaser’s failure to pay any such taxes directly to the appropriate taxing authorities. As used herein, these taxes shall include Federal, state and local excise, sales, and all other documentary stamp, conveyance, transfer, and other taxes or charges imposed on the sale of the Assets and the recording of instruments of transfer but shall exclude income, franchise, or like taxes levied on or measured by the net income of a party, which taxes shall be the obligation of the partyreceiving such income. Notwithstanding the foregoing, Seller shall be r esponsible to pay the documentary stamp transfer tax imposed on the sale of the Real Property. 4.6 Property Tax and Assessment Prorations. All applicable real estate taxes, ad valorem property taxes etc. which are due as of the date of closing and which constitute a lien on any of the Assets being transferred by Seller to Purchaser, shall be prorated between the parties as of the Closing Date. 4.7 Rents, Deposits and Prepaid Expenses. Rents, deposits, prepaid expenses, and similar items relating to the Assets and benefiting either Seller or Purchaser shall be prorated between the parties as of the Closing Date. 4.8 Utilities. Charges for water, gas, power, light and other utility services shall be the responsibility of Seller with respect to service up to the Closing Date and shall be Purchaser’s responsibility with respect to service on and after the Closing Date. The parties shall endeavor to obtain meter readings or other evidence of the amounts of due for utilities before the Closing but if such readings or evidence cannot be obtained before the Closing, then the Closing shall be completed without adjustment of the same, and upon obtaining such reading or evidence after Closing, Seller shall pay to Purchaser any utility charges incurred before the Closing based upon such reading. Purchaser shall transfer all utilities from Seller’s name within three (3) days following the Closing or Seller shall have the right to order the disconnection of such services. Seller’s utility deposits are, and shall remain, the property of Seller, and Purchaser shall be responsible for providing its own utility deposits. V. REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows: 5.1 Organization and Good Standing. Seller is a corporation duly organized and validly existing and in good standing under the Laws of the of the state they are licensed to conduct business in. Seller is duly authorized to do business in each State where Locations are being offered for sale, and has the power and authority to enter into and to perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (all such other agreements, documents, instruments and certificates required to be executed by Seller being hereinafter referred to, collectively, as the “Seller Documents”). 5.2 Title to Assets. Seller is the owner of the Assets and shall convey at Closing title to the Assets free and clear of all liens and encumbrances, subject only to Permitted Encumbrances. VI. REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and warrants to Seller as follows: 6.1 Organization and Good Standing. Purchaser is a _________________________ duly organized, validly existing, and in good standing under the Laws of its state of organization or incorporation and has the organizational power and authority to own its property and to carry on its business as now conducted and to enter into and to perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Purchaser in connection with the consummation of the transactions contemplated by this Agreement (all such other agreements, documents, instruments and certificates required to be executed by Purchaser being hereinafter referred to, collectively, as the “Purchaser Documents”) and to perform fully its obligations hereunder and thereunder. 6.2 Due Authorization; Enforceability; Absence of Conflicts. The execution, delivery and performance by Purchaser of this Agreement and each Purchaser Document has been duly authorized and approved by all necessary action on the part of Purchaser. This Agreement has been, and the Purchaser Documents will be at or before the Closing, duly executed and delivered by Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and the Purchaser Documents when so executed and delivered will constitute, legal, valid and binding obligations of Purchaser, enforceable against Purchaser according to their respective terms. None of the execution and delivery by Purchaser of this Agreement and the Purchaser Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by Purchaser with any of the provisions hereof or thereof, will (i) conflict with, or result in the breach of, any provision of the organizational or governing documents of Purchaser, (ii) conflict with, violate, result in the breach or termination of, or constitute a default under, any agreement to which Purchaser is a party or by which it or any of its properties or assets is bound or subject or (iii) constitute a violation of any Law applicable to Purchaser. 6.3 Consents and Approvals. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof. 6.4 Litigation. There is no legal proceeding pending or, to the knowledge of Purchaser, threatened against Purchaser that seeks to enjoin or obtain damages with respect to the consummation of the transactions contemplated by this Agreement or that questions the validity of this Agreement, the Purchaser Documents or any action taken or to be taken by Purchaser in connection with the consummation of the transactions contemplated hereby or thereby. 6.5 Brokerage Fees. Purchaser represents and warrants that it has not acted in a manner that could cause Seller to incur liability to any person for brokerage commissions, finders fees or other remuneration in connection with the sale of the Assets or the transactions contemplated by this Agreement and Purchaser shall indemnify, defend and hold Seller harmless with respect to any such claims resulting from Purchaser’s actions. 6.6 Financial Capacity. Purchaser has the net worth, financial standing, access to required liquidity and the necessary borrowing capacity to consummate the transactions contemplated by this Agreement. VII. DUE DILIGENCE AND DISCLAIMER OF WARRANTIES 7.1 Confidential Information. Purchaser acknowledges that it has completed its due diligence investigation of the Location and, in connection with such due diligence, has received confidential and proprietary information about the Location and other convenience stores and fuel stations operated by Seller and its affiliates (the “Confidential Information”). In addition to the terms of this Agreement, Purchaser shall continue to be bound by all agreements under which it received such Confidential Information. If this Agreement is terminated before the Closing, then Purchaser promptly shall return to Seller or destroy all Confidential Information and shall not retain copies thereof, including all information, surveys, evaluations and financial reports. 7.2 Notices to Governmental Agencies. If Purchaser’s due diligence reveals any condition at the Location that in Purchaser’s judgment may require disclosure to any governmental agency or authority, then Purchaser shall immediately notify Seller thereof in writing with commercial reasonable detail supporting Purchaser’s findings. In such event, Seller, and not Purchaser, Purchaser’s agents, or anyone acting on Purchaser’s behalf, shall make such legal determinations regarding such disclosures as Seller deems appropriate. 7.3 Purchaser Acknowledgements. Purchaser specifically acknowledges that, except for Seller’s representations in Article V, Purchaser is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller or any broker, accountants, attorneys or other agents as to any matters concerning the Assets including, but not limited to: (a) the condition or safety of the Real Property or any improvements thereon, including plumbing, sewer, heating and electrical systems, roofing, air conditioning, if any, foundations, soils and  geology, lot size, or suitability of the Real Property or its improvements for a particular purpose; (b) whether the appliances, if any, plumbing or utilities are in working order; (c) the habitabilityor suitability for occupancy of any structure and the quality of its construction; (d) the fitness orcondition of any tangible personal property; (e) whether the fixtures or improvements, including the Fuel Equipment, are structurally sound, in good condition or state of repair, or in compliancewith applicable Laws; (f) the profits or losses relating to operations at the Location; (g) the legalor tax consequences of this Agreement or the transactions contemplated hereby; (h) theenvironmental condition of the Real Property including, but not limited to, the possible presenceof petroleum products or hazardous substances in, under, adjacent to or near the Real Property;and (i) the completeness or accuracy of any information provided to Purchaser by Seller or its gents. Purchaser understands the legal significance of the foregoing provisions and acknowledges that they are a material inducement to Seller’s willingness to enter into this Agreement and to consummate the transactions contemplated hereby. 7.4 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN GIVEN THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF THE REAL PROPERTY AND OTHER ASSETS AND TO REVIEW ALL FILES CONCERNING THE LOCATION MAINTAINED BY SELLER AND ITS ENVIRONMENTAL CONSULTANTS AND ALL STATE AGENCIES HAVING JURISDICTION OVER THE LOCATION BEFORE PURCHASER’S EXECUTION AND DELIVERY OF THIS AGREEMENT. ACCORDINGLY, PURCHASER AGREES THAT THE ASSETS SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT POSSESSION OF THE ASSETS AT CLOSING STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE TOTAL CONSIDERATION EXCEPT FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED AND SET FORTH IN WRITING BY THIS AGREEMENT AND THAT, EXCEPT FOR SELLER’S LIMITED REPRESENTATIONS SET FORTH IN ARTICLE V HEREOF, THE SALE OF ASSETS AND OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. VIII. ADDITIONAL AGREEMENTS AND COVENANTS 8.1 Title to Real Property. At the Closing, Purchaser shall obtain record title to Seller’s interest in the Real Property, subject only to the Permitted Encumbrances. 8.2 Announcements. Before the Closing, neither Seller nor Purchaser shall make any public announcements concerning the execution and delivery of this Agreement or the transactions contemplated hereby without first obtaining the prior written consent of the other. 8.3 Insurance and Casualty. Seller covenants and agrees to keep the Assets insured, at Seller’s expense, in such amounts as presently insured through the Closing. On any material damage to or destruction of the Real Property or any portion thereof before the Closing, the  Closing shall at Seller’s sole discretion nevertheless proceed; provided, however, that unless before the Closing the same shall have been restored by Seller to its condition as of the date hereof, at the Closing, Seller shall pay over or assign to Purchaser any insurance proceeds due Seller as a result of such damage or destruction (without recourse to Seller) and Purchaser shall assume responsibility for such repair and shall receive a credit against the Total Consideration for any applicable policy deductible or uninsured damage up to a maximum credit equal to the difference between the amount of the Total Consideration and the amount of the insurance proceeds payable to Seller and assigned to Purchaser hereunder. At Purchaser’s sole expense, Purchaser covenants and agrees to obtain hazard and public liability insurance coverage upon the Assets, in such amounts as presently insured, effective at the Cut-over Time, and to provide a certificate evidencing such insurance to Seller at least ten (10) days prior to the Closing. 8.4 Condemnation. If before the Closing, any part of the Real Property is taken, or noticed for taking, by eminent domain, then Seller shall promptly give Purchaser written notice thereof and the Closing shall, at Seller’s sole discretion, nevertheless proceed; provided, however, Seller shall, at the Closing, deliver to Purchaser the net proceeds of any award or other proceeds of such taking which may have been collected by Seller before the Closing or, if the award or other proceeds have not been fully collected, then Seller shall deliver to Purchaser an assignment (without recourse to Seller) of Seller’s right to any such award or other proceeds which may be payable as a result of any such taking, and Purchaser shall pay to Seller at the Closing the full Total Consideration without offset or reduction. 8.5 Mutual Cooperation. From and after the date hereof and until the Closing Date: (a) Purchaser hereby covenants and agrees with Seller that Purchaser shall use its commercially reasonable efforts to cause the consummation of the transactions contemplated hereby according to the terms and conditions hereof, and Seller hereby covenants and agrees with Purchaser that Seller shall use its commercially reasonable efforts to cause the consummation of the transactions contemplated hereby according to the terms and conditions hereof. (b) Seller and Purchaser shall each prepare any and all documentation and shall supply any and all information required by any governmental authority or agency thereof to be filed by Purchaser or Seller, as the case may be, before conveying the Assets as contemplated hereby, and shall timely make the necessary filings or applications relating thereto. Purchaser and Seller agree to cooperate with each other in the completion, execution and submission of any such filings or applications. 8.6 Environmental Status. In accordance with Section 1.3 hereof Purchaser agrees to purchase the Real Property “As Is” and “Where Is” and Seller shall have no obligation ofindemnity, contribution or otherwise to Purchaser. Purchaser hereby releases and  discharges Seller for any liabilities, costs, expenses, losses, damages, or claims, whether arising at law or in equity, known or unknown, or arising before or after the closing, arising from or relating to the environmental condition of the Real Property, or the adjacent environs. 8.7 Environmental Site Assessment. (a) Subject to the terms of this Section 8.7, Purchaser, at its sole expense, shall have the right to enter upon a Location at reasonable times to perform an Environmental Site Assessment (“ESA”) at the Location before the Closing. Any ESA performed by Purchaser shall be completed, with results forwarded to Seller if so requested, not later than the end of business on the date which is thirty (30) days after the execution date of this Agreement. TIME IS OF THE ESSENCE FOR PURCHASER’S ESA.  (b) Purchaser understands and agrees that any access to a Location shall occur at reasonable times agreed by Seller and Purchaser after reasonable prior written notice to Seller (which shall, in any event, be at least five (5) days in advance) and shall be conducted so as not to unreasonably interfere with the use and operation of the Location. Purchaser must provide Seller with a reasonable detailed scope of the tests and work to be conducted as part of the ESA at the Location (together with any plans and specifications and permits necessary for such tests or work), which must be approved by Seller exercising its reasonable commercial discretion, prior to the commencement of any work or entry by Purchase onto the Location. Seller shall have, unless Seller elects to waive such right, the right to accompany Purchaser during the ESA at the Location. Any ESA performed at the Location pursuant to the terms of this Agreement shall be done atPurchaser’s sole cost and expense by agents, consultants or contractors hired by  Purchaser who are reasonable satisfactory to Seller. Purchaser shall, at all times prior to Closing, require its consultants, contractors and others engaged by Purchaser to conduct the ESA to obtain and maintain comprehensive and general liability insurance, in type, form, and amount reasonably satisfactory to Seller and naming Seller as an additional insured. (c) Purchaser shall provide Seller with copies of all reports, tests or other documents it prepares or has prepared for it in connection with the ESA. Purchaser or any of its agents, consultants or contractors shall not report any findings of the ESA of the environmental condition of the Location to the applicable governmental authority, unless required by law. If any contamination or environmental condition is discovered as a result of the ESA which would interfere with ongoing operation of the impacted property the parties shall work together to resolve the condition as required by law or regulation which shall not, in any event, delay the closing. Alternatively, and in its sole discretion, Seller may terminate this contract and refund the deposit paid to date by Purchaser with no further liability to the Purchaser. (d) Purchaser at its sole cost and expense shall return the Location to its previous condition upon completion of its activities in connection with the ESA and shall indemnify and hold Seller harmless for the acts of Purchaser and/or Purchaser’s agents, employees or contractors in performing the ESA. Purchaser shall promptly, upon notice from Seller, reimburse Seller for all sums, costs and expenses, including court costs and reasonable attorney’s fees and expenses, incurred by Seller attributable to or caused by Purchaser’s ESA at the Location. Purchaser’s failure to conduct an ESA shall not be a reason for Purchaser’s refusal to consummate a transaction and Purchaser’s failure to perform or complete an ESA shall not extend the date for the Closing. IX. CONDITIONS PRECEDENT TO CLOSING. 9.1 Seller’s Conditions Precedent. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Purchaser in this Agreement shall be true in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date. Seller shall have received from Purchaser at Closing a satisfactory certificate to such effect signed by a duly authorized officer of Purchaser. (b) Purchaser shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Purchaser before or at the Closing. Seller shall have received from Purchaser at the Closing a satisfactory certificate to such effect, signed by a duly authorized officer of Purchaser. (c) Purchaser shall have executed and delivered to Seller at the Closing each of the Purchaser Documents and such additional documents as may be reasonably requested by Seller in order to consummate the transactions contemplated by this Agreement. (d) Purchaser shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses which are the responsibility of Purchaser hereunder. 9.2 Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Seller in this Agreement shall be true in all materials respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date. Purchaser shall have received from Seller at Closing satisfactory certificates to such effect signed by a duly authorized officer of Seller. (b) Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at the Closing. Purchaser shall have received from Seller at the Closing satisfactory certificates to such effect signed by a duly authorized officer of Seller. (c) Seller shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. X. DEFAULT; REMEDIES 10.1 Seller Inability to Convey. If Seller shall be unable to convey title to the Assets as provided herein or shall otherwise be unable to satisfy the conditions to Purchaser’s obligation to consummate the transactions contemplated by this Agreement, then Seller shall have the right  by delivery of written notice to Purchaser to extend the date established herein for the Closing for a period not to exceed sixty (60) days. If at the end of such period, Seller shall nonetheless be unable to convey such title to the Assets or to otherwise satisfy such conditions, then Purchaser’s sole remedy shall be either (i) to accept such title as Seller is able to convey (without any claim on its part for abatement or reduction of the Total Consideration) or (ii) to terminate this Agreement according to the provisions hereof, whereupon the Deposit shall promptly be returned to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall be null and void and of no further force and effect, without recourse to either party. 10.2 Purchaser Repudiation or Default. In recognition of the fact that damages for a repudiation or breach by Purchaser may be difficult to determine, if Purchaser shall fail or refuse to consummate the transactions contemplated hereby (for any reason or for no reason) or shall otherwise default in the performance of Purchaser’s obligations hereunder, then Purchaser agrees (a) that Purchaser shall be liable to Seller in an amount equal to ten percent (10%) of the Purchase Price (the “Agreed Damages”), as liquidated damages and not as a penalty, and (b) that Seller may apply any amount received by the Escrow Agent or otherwise as a credit against the Agreed Damages, without prejudice to the right of Seller to pursue its remedies, at law and in equity, against Purchaser for the full amount of the Agreed Damages. Seller agrees to accept payment of the Agreed Damages by Purchaser, whether by application of the Deposit as a credit or otherwise, in full settlement and discharge of all obligations of Purchaser hereunder, without further recourse at law or in equity. 10.3 Waiver of Remedies. Seller and Purchaser specifically waive any and all right to specific performance of this Agreement or to maintain any cause of action other than (i) Purchaser’s right to seek return of any moneys deposited according to the provisions of this Agreement, or (ii) Seller’s right to seek delivery of any moneys deposited by Purchaser according to the provisions of this Agreement to Seller for credit against the Agreed Damages and, to the extent that any such moneys are less than the Agreed Damages, to seek recovery of the balance of the Agreed Damages from Purchaser as liquidated damages according to the provisions hereof. 10.4 ACKNOWLEDGEMENT AS TO LIQUIDATED DAMAGES. PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, ESPECIALLY BECAUSE THIS AGREEMENT IS PART OF A SERIES OF TRANSACTIONS WHEREBY OTHER ASSETS OF SELLER AND ITS AFFILIATES WILL BE SOLD AND ITS OPERATIONS SIGNIFICANTLY ALTERED, THE AMOUNT OF SELLER’S DAMAGES IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT AN AMOUNT EQUAL TO THE AGREED DAMAGES IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT SELLER WOULD SUFFER IN THE EVENT THAT THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE AS A RESULT OF THE BREACH OR DEFAULT BY PURCHASER AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH  BREACH. TO CONFIRM THE FOREGOING, PURCHASER AND SELLER HEREBY INITIAL THIS AGREEMENT AS FOLLOWS: PURCHASER: ____________________ SELLER: ________________________ XI. POST CLOSING AGREEMENTS. 11.1 Performance by Seller and Purchaser. The representations, warranties, covenants and agreements of Seller shall merge in the performance of Seller at the Closing, and the delivery by Seller of the Seller Documents as contemplated by Section 4.3 hereof shall constitute full performance of all of Seller’s obligations hereunder, and none of the representations, warranties, covenants and agreements of Seller shall survive the Closing other than those obligations of Seller that by the express terms of this Agreement are to survive the Closing. The obligations of Purchaser under this Agreement shall survive the Closing without limitation. 11.2 Registrations. To the extent not completed as of the Closing Date, Purchaser agrees to change all registration and licensing names in any way related to the Location and/or operation of the business, including registration of the underground fuel storage tanks, if any, at the Location, with the appropriate federal, state and local agencies, promptly following the Closing but in all events within thirty (30) days following the Closing Date. Purchaser also agrees to obtain, in Purchaser’s own name or in the name of Purchaser’s designee, and at Purchaser’s sole expense, all operating permits and licenses necessary for Purchaser’s operations at the Location following the Closing. 11.3 Costs of Surveys, Title Examinations and other Inspections. Purchaser shall be solely responsible for all costs and expenses of all A.L.T.A. surveys, title commitments, title examinations, inventory audits, due diligence and other inspections performed in connection with the transfer of the Assets pursuant to this Agreement and shall indemnify, defend and hold harmless Seller and its affiliates from and against all such costs and expenses. 11.4 Change of Name; De-Identification. In the event of brand change, within thirty (30) days following the Closing, Purchaser shall remove Seller’s name and signage from the Location and shall remove all other Seller trademarks, if any, whether or not registered. Purchaser shall return such signage and branded trademarks to Seller and shall take all necessary steps to de-identify the Location with respect to such brand change. While such trademarks or other devices identifying the Location as formerly owned or operated by Seller are in place and visible to the public, Purchaser agrees to indemnify, defend and hold Seller harmless from any and all claims of any nature which could or may accrue against Seller which in any way may relate to operation of the Location by Purchaser as of and after the Closing Date. Such hold harmless, defense and indemnification obligations shall include, but not be limited to, all reasonable attorney’s fees and costs, and shall survive the Closing. 11.5 Environmental Records. Seller agrees to make available to Purchaser for copying by Purchaser at Purchaser’s expense, all environmental compliance records created during the five (5) years prior to the date of execution of this Agreement to the extent that such records  relate to the Location and are then in Seller’s possession. Purchaser shall be required to schedule an appointment during normal business hours upon not less than three (3) days prior written notice to Seller. The obligations of Seller under this Section 11.5 shall survive the Closing. XII. DEFINITIONS The following capitalized terms used in this Agreement shall have the meanings set forth below: “AAA” has the meaning set forth in Section 3.4(e). “Agreed Damages” has the meaning set forth in Section 10.2. “Agreement” has the meaning set forth in the Preamble. “Assets” has the meaning set forth in Section 1.1. “Assumed Liabilities” has the meaning set forth in Section 1.3. “Cash Drawer” means an operating cash balance as customarily required and utilized by Seller at the Location. “Closing” has the meaning set forth in Section 4.1. “Closing Date” has the meaning set forth in Section 4.1. “Confidential Information” has the meaning set forth in Section 7.1. “Cut-over Time” has the meaning set forth in Section 3.2. “Deed” has the meaning set forth in Section 4.3(a). “Deposit” has the meaning set forth in Section 2.3. “ESA” has the meaning set forth in Section 8.7. “Escrow Agent” has the meaning set forth in Section 2.2. “Excluded Assets” has the meaning set forth in Section 1.2. “Excluded Liabilities” has the meaning set forth in Section 1.4. “FIRPTA” has the meaning set forth in Section 5.7. “Fiscal Year” has the meaning set forth in Section 4.6. “Food Service Items” has the meaning set forth in Section 3.4(a). “Fuel Equipment” has the meaning set forth in Section 1.1(d). “Fuel Taxes” has the meaning set forth in Section 3.4(d). “Independent Auditor” has the meaning set forth in Section 3.1. “Inventory” has the meaning set forth in Section 1.1(b). “Inventory Value” has the meaning set forth in Section 2.1. “Law” or “Laws” shall mean all applicable local, state, or federal laws, statutes, ordinances, or administrative or judicial decisions. “Location” has the meaning set forth in the Recitals. “Merchandise Inventory” means saleable items of merchandise of every type and description at the Location as of the Cut-over Time excluding Petroleum Inventory and Supplies Inventory and excluding consignment merchandise. For purposes of determining Merchandise Inventory, “saleable” shall means all items other than (1) items that violate applicable government code specifications; (2) spoiled or damaged items, including packaging thereof; and (3) items that are stale dated, or “old and slow” as of the date of the Inventory audit. “NFA” has the meaning set forth in Section 8.6(b). “Permitted Encumbrances” means (i) liens for Property Taxes not yet due and payable, which taxes shall be adjusted as provided in this Agreement; (ii) existing encroachments, easements, reservations and restrictions of record; (iii) all building, zoning and historical Laws, rules and regulations affecting the Real Property; and (iv) any state of facts which an accurate survey would disclose. “Petroleum Inventory” means saleable gasoline, diesel fuel and kerosene at the Location as of the Cut-over Time. For purposes of determining Petroleum Inventory, “saleable” shall mean conforming to the octane, brand and applicable requirements for sales of motor fuels from the Fuel Equipment at the Location. “Physical Inventory” has the meaning set forth in Section 3.1. “Property Taxes” has the meaning set forth in Section 4.6. “Purchase Price” has the meaning set forth in Section 2.1. “Purchaser” has the meaning set forth in the Preamble. “Purchaser Documents” has the meaning set forth in Section 6.1. “Real Property” has the meaning set forth in Section 1.1(a). “Seller” has the meaning set forth in the Preamble. “Seller Documents” has the meaning set forth in Section 5.1. “Settlement Statement” has the meaning set forth in Section 4.3(c). “Stores” has the meaning set forth in the Recitals. “Supplies Inventory” means consumable operating items not intended for retail sale at the Location as of the Cut-over Time and excluding any forms. “Tangible Personal Property” has the meaning set forth in Section 1.1(c). “Total Consideration” has the meaning set forth in Section 2.3. XIII. MISCELLANEOUS 13.1 Payment of Expenses and Fees. Except as otherwise provided in this Agreement, Purchaser and Seller shall each bear their own costs and expenses, including attorneys’ fees, incurred in connection with the transactions contemplated by this Agreement. 13.2 Entire Agreement. This Agreement, including the exhibits, schedules and other writings referred to herein or delivered pursuant hereto, constitutes the entire agreement between Seller and Purchaser with respect to the subject matter hereof, and supersedes all prior oral or written agreements, commitments or understandings with respect thereto. No amendment hereof shall be binding on the parties unless in writing of subsequent date hereto, signed by authorized representatives of each party hereto and which specifically refers to this Section 13.2. 13.3 No Third Party Beneficiaries. This Agreement is not intended to, and does not, confer any rights or obligations upon any party that is not a signatory to this Agreement. 13.4 Business Days. If the day for performance of any action described in this Agreement shall fall on a Saturday, Sunday or a day on which the banks are closed in the state of the Location, then the time for such action shall be extended to the next business day after such Saturday, Sunday or day on which the banks are closed. 13.5 Governing Law, Jury Trial Waiver. This Agreement shall be deemed to be a contract entered into in the State of New Hampshire and it and all matters arising out of the transactions contemplated hereby or related thereto shall be governed, construed and interpreted in all respects by, and in accordance with, the Laws of the State of New Hampshire, without reference to principles of conflicts of law thereof. Except as set forth in Section 3.4(e) hereof, the parties mutually agree to waive any right either of them may have to a trial by jury, agreeing instead that all matters of controversy shall be tried directly to a New Hampshire court of competent jurisdiction and venue and each party hereby expressly waives venue in any other federal or state court other than in the State of New Hampshire. 13.6 Obligations of Parties; Successors and Assigns (a) This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and assigns. If more than one (1) person or entity is named as Purchaser herein, then the term “Purchaser” shall refer to each person or entity so named and any one (1) or more of  them in any combination, and the representations, warranties, covenants, obligations and liabilities of Purchaser herein shall constitute their joint and several representations, warranties, covenants, obligations and liabilities. (b) Without the prior written consent of Seller, which consent may be delayed or withheld by Seller in Seller’s sole discretion, Purchaser shall not, directly or indirectly, assign this Agreement or any of its rights hereunder. Any attempted assignment in violation hereof shall be of no force or effect and shall constitute a default by Purchaser. 13.7 Waiver. The excuse or waiver of the performance by a party hereto of any obligation of the other party under this Agreement shall only be effective if evidenced by a written statement signed by the party so excusing or waiving such performance. No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver by Seller or Purchaser of the breach of any covenant of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement. 13.8 Counterparts. This Agreement may be executed in any number of counterparts and it shall be sufficient that the signature of each party appear on one (1) or more such counterparts. All counterparts shall collectively constitute a single agreement. 13.9 Attorneys’ Fees. In the event of a judicial or administrative proceeding or action by one (1) party against the other party with respect to the interpretation of, enforcement of, or any action under this Agreement, the prevailing party shall be entitled to recover reasonable costs and expenses including reasonable attorneys’ fees and expenses, whether at the investigative, pretrial, trial or appellate level. The prevailing party shall be determined by the court based upon an assessment of which party’s major arguments or position prevailed. 13.10 Descriptive Headings; Word Meaning. The descriptive headings of the paragraphs of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any provisions of this Agreement. Words such as “herein”, “hereinafter”, “hereof” and “hereunder” when used in reference to this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear, unless the context otherwise requires. The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires. The word “including” shall not be restrictive and shall be interpreted as if followed by the words “without limitation.” Each exhibit referenced herein shall be deemed part of this Agreement and incorporated herein wherever any reference is made thereto. Unless otherwise defined therein, capitalized terms used in the exhibits to this Agreement shall have the meanings given to such terms respectively in the body of this Agreement. 13.11 Time of the Essence. WHETHER OR NOT EXPRESSLY SO STATED, TIME IS OF THE ESSENCE WITH RESPECT TO EACH PROVISION OF THIS AGREEMENT. Without limiting the foregoing, Purchaser and Seller hereby confirm their intention and agreement that time shall be of the essence of each and every provision of this Agreement, notwithstanding any subsequent modification or extension of any date or time period that is provided for under this Agreement. The agreement of Purchaser and Seller that time is of  the essence of each and every provision of this Agreement shall not be waived or modified by any conduct of the parties, and the agreement of Purchaser and Seller that time is of the essence of each and every provision of this Agreement may only be modified or waived by the express written agreement of Purchaser and Seller in accordance with Section 13.2 hereof. 13.12 Construction of Contract. This Agreement shall not be construed more strictly against one (1) party than against the other merely by virtue of the fact that it may have been prepared primarily by counsel for one (1) of the parties, it being recognized that both Purchaser and Seller have contributed substantially and materially to the preparation of this Agreement. 13.13 Severability. The parties hereto intend and believe that each provision in this Agreement complies with all applicable Laws. If, however, any provision in this Agreement is found by a court of competent jurisdiction and venue to be in violation of any applicable Law or public policy, or if in any other respect such a court declares any such provision to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of the parties hereto that, consistent with and with a view towards preserving the economic and legal arrangements among the parties hereto as expressed in this Agreement, such provision shall be given force and effect to the fullest possible extent, and that the remainder of this Agreement shall be construed as if such illegal, invalid, unlawful, void, or unenforceable provision were not contained herein, and that the rights, obligations, and interests of the parties under the remainder of this Agreement shall continue in full force and effect. 13.14 No Implied Contract. Neither Seller nor Purchaser shall have any obligations in connection with the transaction contemplated by this Agreement unless both Seller and Purchaser, each acting in its sole discretion, elects to execute and deliver this Agreement to the other party. No correspondence, course of dealing, or submission of drafts or final versions of this Agreement between Seller and Purchaser shall be deemed to create any binding obligations in connection with the transaction contemplated hereby, and no contract or obligation on the part of Seller or Purchaser shall arise unless and until a counterpart of this Agreement is fully executed by both Seller and Purchaser. Once so executed and delivered by Seller and Purchaser, this Agreement shall be binding upon them. 13.15 Notices. All notices and consents to be given hereunder shall be in writing and shall be (a) delivered personally, (b) sent by facsimile machine to the number of the of the party entitled thereto set forth in this Agreement, with transmission evidenced by a printed confirmation from the sending machine, (c) mailed (postage prepaid) by certified mail, (d) delivered by a recognized commercial courier to the party entitled thereto at the address set forth below or such other address as such party shall have designated by five (5) days’ notice to the other, or (e) sent via e-mail: If to Seller: Hanscom’s Truck Stop, Inc. If to Purchaser: 13.16 Recording. Seller and Purchaser agree that neither party shall have the right to record this Agreement in any public office. In the event that this Agreement is so recorded, Seller may, at its sole option, record a notice terminating Seller’s obligations under this Agreement, without prejudice to the rights that Seller may have against Purchaser under this Agreement or at law or in equity, including the right to retain the Deposit as liquidated damages for such recording. IN WITNESS WHEREOF, the parties hereto have executed this Asset Purchase Agreement as of the date hereinbefore first written. __________ _________________________________ By: Witness (“Purchaser”) _______________________________ By:___________________________ Witness ____________, duly authorized _______________

ARBITRATION AGREEMENT Download Word Document In English. (Rs.20/-) 1. This arbitration agreement is made between ............................................................................... residing at the address of ....................................... and .................................................... residing at the address of ......................................................, and the parties who have enacted the Agreement, hereinafter shall be referred to as THE PARTIES. (The address and titles of both parties shall be written in the blank spaces, if the contract is signed by a real person (sole proprietorship), then the name and surname of that person shall be written.) 2. The parties have agreed on the settlement of any dispute arising out of or in connection with the …………………………… dated......................................................................subjected Agreement by arbitration through the Arbitration Council in accordance with the Arbitration Rules. The parties, by reading the Rules, shall declare that they have accepted to comply with its terms, obligations and consequences beforehand. (It is required for the parties to clearly state the subject and date of the agreement of which the parties would like to seek the settlement of any dispute arose out through the Arbitration process, within the blank spaces. If there are more than one commercial agreement between the parties, then they should prepare and sign a separate arbitration agreement for each of them.) 3. The parties have decided to have the arbitration conducted at.......................................................... (The parties shall write the name of the city as the place of arbitration in this section, if they wish. the Arbitration Council shall determine the place of arbitration, if there is no such determination of the parties.) 4. The parties have agreed on ............................... as the applicable law to this arbitration. (This article is important for the disputes arising out of international commercial agreements. The parties shall state the name of the country, if they agree on whose law be applicable. If there is no such agreement on this matter, then the arbitrator(s) shall, by himself, determine the law to be applied. It is natural to apply the _______ Law to the arbitration between the _________ companies.) 5. The parties each undertake to pay half of the arbitration expenses that shall be notified subsequent to filing the suit before the Arbitration Council as an advance payment. Each party also undertakes to pay his share of the total expenses determined within the Arbitral Award approved by the Council. In the case where the defendant does not pay half of the advance payment, then the claimant shall be obliged to pay the total advance payment amount. 6. It is determined by the parties that disputes shall be settled by........................... arbitrator(s). (The above blank space, depending on the disputes settled by a sole arbitrator or more than one arbitrator, shall be filled accordingly.) OPTIONAL TERMS 7. a) The parties have agreed on the appointment of a sole arbitrator by the Arbitration Council. (This article shall be included, if the parties agree on the disputes settled by a sole arbitrator and who is appointed by the Arbitration Council.) 7.b) The parties have nominated, as the sole arbitrator, ................................................. residing at the address of .................................................... However, in the case where the sole arbitrator is not approved by the Arbitration Council, then the parties accept that the arbitrator shall be appointed by the Council. (This article shall be included in the case of an agreement between the parties for the sole arbitrator beforehand.) 7.c) The parties accept to nominate the sole arbitrator by themselves within 30 days from the notification of the arbitration request to the defendant and the appointment of the sole arbitrator by the Council if the parties cannot agree on the nomination of the sole arbitrator or in the case where the nomination of the sole arbitrator by the parties is not approved by the Council. (The provision within this article may be included in the agreement when the parties leave the appointment of the sole arbitrator until after the dispute occurs.) 8.a)The parties accept to have one of the 3 arbitrators to be nominated by the claimant in its petition of arbitration request and the second arbitrator to be nominated by the defendant in its response and the third arbitrator to be selected by these two arbitrators within 15 days; The appointment of the arbitrators by the Council if the claimant or the defendant does not state the name of its arbitrator or if they leave the nomination of the arbitrators to the Council; The appointment of the third arbitrator by the Council, when the parties’ arbitrators do not nominate the third arbitrator within 15 days. (This article may be included in the agreement in the cases where it is envisaged that the disputes be settled by three arbitrators and the appointment of the two arbitrators by the claimant and the defendant, and the third arbitrator by the parties’ arbitrators.) 8. b) The parties accept to have one of the 3 arbitrators to be nominated by the claimant in its petition of arbitration request and the second arbitrator to be nominated by the defendant in its response and the third arbitrator to be nominated by the Council; The arbitrators appointed by the Council in the cases where the plaintiff or the defendant does not nominate an arbitrator or if they leave the appointment of the arbitrators to the Council. (This article may be included in the agreement in the cases where the appointment of the third arbitrator is left to the Arbitration Council). 8.c) The parties agree upon the appointment of all three arbitrators by the Arbitration Council. (This article shall be included if the appointment of three arbitrators is completely left to the Arbitration Council.) 9. The parties accept to sign the Terms of Reference to be drawn up in the presence of the arbitrator(s) upon the invitation of the arbitrator (or the Chairman of the Arbitral Tribunal), that the arbitration procedures shall still continue without interruption and be effectual even if they abstain from signing it, and the abstention of either one or both parties from signing the Terms of Reference shall not affect the validity of the Arbitral Award. 10. The parties undertake to pay the arbitration expenses in accordance with the Arbitration Rules in the case of the reconciliation of the parties or the claimant waiving his claim after the dispute is submitted to the Arbitration. 11. We hereby undertake to accept and to comply with the provisions of this arbitration agreement comprising 10 articles as above. On behalf of On behalf of ____________ ___________ ____________ ___________ (It is necessary for the parties to include the list of the authorized signatures showing the authority for representation and to sign.)

PRODUCT DISTRIBUTION AGREEMENT Download Word Document In English. (Rs.50/-) This Product Distribution Agreement (the “Agreement”) is entered into as of ______________, 20 _____ (the “Effective Date”) by and between ______________, a ____________ [corporation] [limited liability company] [etc.], with its principal offices at _______________ [enter address] (the “Supplier”) and _____________, a ____________ [corporation] [limited liability company] [etc.], with its principal offices at _______________ [enter address] (the “Buyer”). The Supplier and the Buyer may be referred to individually as a “Party” or collectively as the “Parties.” RECITALS           WHEREAS, the Supplier is engaged in the business of __________________________________________________________________________________________________________________________________________; and WHEREAS, the Supplier manufactures and wishes to Distribution to the Buyer those certain products more particularly set forth in Exhibit A attached hereto and made a part hereof (the “Products”) on the terms and conditions set forth below; and WHEREAS, the Buyer wishes to purchase the Products supplied in accordance with the terms of this Agreement; and WHEREAS, from time to time, the Parties may enter into various agreements pursuant to which the Buyer shall purchase and Supplier shall furnish additional Products; and WHEREAS, the Parties want to establish purchasing procedures and the terms and conditions governing the above-referenced transactions; WHEREAS, each Party is duly authorized and capable of entering into this Agreement.  NOW, THEREFORE, in consideration of the above recitals, and the mutual promises and benefits contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows: 1. TERM. This Agreement shall be effective as of the Effective Date and continue for a period of ___________ years (the “Term”). (Optional) [Unless otherwise terminated pursuant to Section 16 hereof, this Agreement shall renew automatically at the end of the Term for additional ________ year periods, unless either Party gives written notice of termination at least _____ days before the end of the Term or any renewal term.] 2. AGREEMENT OF PURCHASE AND SALE. Pursuant to the terms and conditions of this Agreement, the Supplier agrees to sell to the Buyer, and the Buyer agrees to buy from the Supplier, the Products listed in Exhibit A hereto, in such amounts and at such prices as agreed by the Parties.  3. MINIMUM QUANTITIES.   During each [month][year] of the Term, the Buyer hereby agrees to buy a minimum of _____  [units][amounts] of the Product listed in Exhibit A from the Supplier (the “Minimum Quantities”). 4. FAILURE TO PURCHASE MINIMUM QUANTITIES. If, without excuse either by law or expressly hereunder, the Buyer fails to purchase the Minimum Quantities from the Supplier and the Supplier is ready, willing, and able to tender the Product in such amounts, the Buyer shall pay the Supplier a sum of Rs.___________ as liquidated damages, within ____________ days of the end of the period described in Section 3 hereof, in such form and manner as may be agreed by the Parties. 5. FAILURE TO DISTRIBUTION MINIMUM QUANTITIES. If, without excuse either by law or expressly hereunder, the Supplier fails to Distribution the Buyer with the Minimum Quantities, and the Buyer is ready, willing, and able to buy the Product in such amounts, the Supplier shall pay the Buyer a sum of Rs.___________ as liquidated damages, within _______days of the end of the period described in Section 3 hereof, in such form and manner as may be agreed by the Parties.  6. (Optional) EXCEPTIONS TO PURCHASE REQUIREMENTS.  Notwithstanding anything to the contrary contained in this Agreement, the Buyer shall not be required to purchase Products from the Supplier if any of the following circumstances arise:  a. the Buyer must acquire Products on a temporary or emergency basis; b. a customer of the Buyer expresses a preference for products supplied by a supplier other than the Supplier; or c. the Supplier is unable or unwilling to Distribution the Buyer with Products in required quantities, or that meet the quality, delivery, or other requirements of this Agreement or of the Buyer’s customers (as determined by the Buyer in good faith).   If any of the preceding circumstances occur, the Buyer shall be entitled to manufacture or buy Products from affiliates or other suppliers. Products purchased by the Buyer from any such alternate suppliers shall count towards the Minimum Quantities required under this Agreement. 7. INSPECTION AND ACCEPTANCE. The Buyer will inspect any delivery of Products received from the Supplier, and will notify the Supplier of any defects within ____________ days after the delivery date. If the Buyer fails to notify the Supplier of any such defects within such period, the shipment of Products shall be deemed accepted. The Buyer will allow the Supplier to inspect any Products alleged defective at the Buyer’s business site. At the request of the Supplier, the Buyer will ship any Products to the Supplier that the Buyer believes are defective; provided, however, that the Supplier shall pay for any freight charges related to such shipments. The Supplier agrees to replace all defective Products rejected by the Buyer or, at the Supplier’s option, to reimburse the Buyer for the full purchase price thereof, including any related shipping costs and taxes. 8. WARRANTY AND LIMITATION OF REMEDIES; DISCLAIMER. a. The Supplier warrants that the Products supplied shall be free from defects in material and manufacture, conform to specifications set forth in Exhibit A, and conform to specifications set forth in any Purchase Order at the time of shipment. If any Product fails to conform to such specifications or any defect in material or manufacture appears within ________months from the date of shipment, the Supplier’s entire liability, and the Buyer’s exclusive remedy, shall be, at the Buyer’s option, either to repair or replace such defective Product within a reasonable time after written notification thereof and return of the defective Product after such repair or replacement to the Buyer. b. THIS WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING OR OF PERFORMANCE, CUSTOM OR USAGE OF TRADE, EXCEPT OF TITLE AND AGAINST PATENT INFRINGEMENT. 9. (Optional) ISSUANCE OF PURCHASE ORDER. From time to time, the Buyer shall provide written requests to the Supplier listing the goods it requires (each a “Purchase Order”). The Supplier is not required to Distribution Products until a specific Purchase Order is issued by the Buyer, and the Buyer is not obliged to buy Products from the Supplier until it submits a specific Purchase Order listing the Products it requires. 10. (Optional) CANCELLATION AND AMENDMENT OF PURCHASE ORDER. The Buyer may, in whole or in part, cancel or amend any Purchase Order submitted to the Supplier by providing _______________ days’ notice to the Supplier of such cancellation or amendment. 11. DELIVERY OF PRODUCTS / SHIPPING. The Supplier shall deliver the Products to a location designated by the Buyer (the “Delivery Point”) within __________ days of receipt of a Purchase Order. The Supplier assumes responsibility for the Products, and all risk of damage, loss, or delay of the Products, until the Products are delivered at the Delivery Point. Once the Products are at the Delivery Point, the Buyer assumes all responsibility for and risk of damage to such Products.  12. PRICING. The Supplier shall Distribution the Products to the Buyer at the prices specified in the price list in Exhibit B, attached hereto and made a part hereof. The price of each Product includes packaging costs, all applicable taxes, customs duties, export duties, or similar tariffs or fees that the Supplier may be required to pay or collect in connection with the performance of its obligations under, or in furtherance of, this Agreement. The Buyer will not be charged for insurance or storage of the Products. 13.   PAYMENT TERMS. The Supplier shall send invoices to the Buyer, and the Buyer shall remit payments to the Supplier, at the addresses listed in Section 24 hereto. The Buyer shall remit such payments within _________ days of its receipt of the Supplier’s invoice. (Optional) [The Supplier shall deliver the Products within ___days of its receipt of a Purchase Order.] Title in and to the Products shall pass from the Supplier to the Buyer on the Buyer’s payment to the Supplier of all fees relating to such Products. 14. (Optional) INTELLECTUAL PROPERTY. The Buyer will use the Supplier’s trademarks or trade names both on the Products and in the advertising for the Products. The Supplier will cooperate with the Buyer’s marketing, advertising, and packaging personnel to coordinate use of the Supplier’s trademarks or trade names, and any other text that mentions the Supplier. The Buyer is not entitled, either by implication or otherwise, to any title or interest in any trademark, trade name, logo, design, or copyright developed by the Supplier in connection with the Products. 15. (Optional) CONFIDENTIALITY. Except as may be required in the marketing of the Products or with the Supplier’s prior written consent, the Buyer shall not, either directly or indirectly, in whole or in part, use or disclose to any person, firm, corporation, or other entity, any of the Supplier’s confidential information, which may include (but not be limited to) records, customer lists, data, formula, documents, drawings, inventions, methods, or processes. Information about the Products that is revealed during the Term is confidential and shall be protected from disclosure. 16. TERMINATION. This Agreement may be terminated: a. By either Party, at any time, on provision of _____________ (____) days’ written notice to the other Party.  b. By either Party, at any time, for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within ______________ (____) days of its receipt of written notice thereof.  c. By either Party at any time, without prior notice, if the other Party has instituted a proceeding seeking relief under the Bankruptcy Code or similar law, makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due.  17. DEFAULT AND REMEDIES. If either Party terminates this Agreement because of the other Party’s default, the non-breaching Party, in addition to all rights it has under this Agreement, shall have the right to exercise any and all remedies available at law or in equity. All rights and remedies are cumulative, and the election of one remedy shall not preclude another. Any termination shall be without prejudice to accrued rights. Specifically, a termination due to default of delivery or payment for the Products required hereunder shall not in any manner affect or terminate the rights and obligations of the Parties that have accrued hereunder prior or subsequent to such default in delivery or payment. Notwithstanding the expiration or termination of this Agreement, the obligations intended to survive termination or expiration of this Agreement shall continue in full force and effect. 18. FORCE MAJEURE. The Supplier and the Buyer shall  not be considered in default hereunder or be liable for any failure to perform or delay in performing any provisions of this Agreement in the customary manner to the extent that such failure or delay is caused by any reason beyond its control, including any act of God, fire, explosions, hostilities, or war (declared or undeclared), strike or work stoppage involving either Party’s employees, or governmental restrictions; provided, however, that the Party declaring force majeure shall give prompt written notice to the other Party of the commencement, nature, and termination of the force majeure condition. The Party whose performance has been interrupted by such circumstances shall use every reasonable means to resume full performance of this Agreement as promptly as possible. 18.  INDEMNIFICATION.  The Supplier shall at all times indemnify, defend, and hold harmless the Buyer against all claims, actions, damages, losses, liabilities, and expenses, including reasonable outside attorneys’ fees, arising out of or caused by any breach of any of the representations, undertakings, or agreements made by the Supplier in connection with: a. any claim of breach of any express or implied warranty or negligence or strict liability, product liability, or similar theory in connection with the production, design, sale, or use of any of the Products purchased by the Buyer; b. (Optional) any claims of patent or trademark infringement, or other violation of intellectual property rights, of third persons in connection with the production, design, sale, or use of any of the Products purchased by Buyer hereunder or the use of the trademarks, trade names, logos, or other intellectual property pertaining thereto; and c. any and all other claims and liabilities of every kind or character whatsoever arising out of, or related to, the production, design, sale, or use of the Products purchased by the Buyer hereunder, unless the same result solely from the  Buyer’s gross negligence or knowing violation of law.  The Buyer shall at all times indemnify, defend, and hold harmless the Supplier against all claims, actions, damages, losses, liabilities, and expenses, including reasonable outside attorneys’ fees, arising out of or caused by any breach of any of the representations, undertakings, or agreements made by the Buyer under or pursuant to this Agreement. 19.  (Optional) ARBITRATION.  Any controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity of this Agreement shall be settled by arbitration in accordance with the rules of __________________ . The arbitrator(s) shall be bound by the Agreement and shall interpret the Agreement in accordance with the applicable laws of the United States and the internal laws of the state of ________.  Any award, order, or judgment made pursuant to such arbitration shall be deemed final and shall be entered and enforced in any court of competent jurisdiction.  20. SUCCESSORS AND ASSIGNS.   All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.   21. ENTIRE AGREEMENT. This Agreement constitutes the final, complete, and exclusive statement of the Agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties. 22. MODIFICATION. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties, and such agreement must be in writing and signed by both Parties. 23. NOTICE. Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:  If to the Supplier:  __________________________________________ __________________________________________ __________________________________________ If to the Buyer:  __________________________________________ __________________________________________ __________________________________________ 24.  GOVERNING LAW. This Agreement shall be governed by the laws of the state of______________.  If litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled. 25.  SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein. .  26.  COUNTERPARTS/ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature. 27. AFFIRMATION OF THE PARTIES. The Parties affirm that they have entered into this Agreement freely, voluntarily, and without reliance on any promises, representations, or other statements not contained in this Agreement and that they have read and understood this Agreement.  28. HEADINGS.  Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.  IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. SUPPLIER [SUPPLIER’S NAME] By: Name: Title: ACKNOWLEDGMENT OF NOTARY PUBLIC State of _________________ ) County of _______________ ) On this _____ day of ____________, 20___, before me, the undersigned Notary Public, personally appeared before me [NAME], personally known to me or proved to me on the basis of satisfactory evidence to be the individual who signed the foregoing document as the [OFFICER TITLE] of the [SUPPLIER] and acknowledged to me that [he] [she] executed the same in [his] [her] authorized capacity, and that by such signature, the person executed the instrument. WITNESS my hand and official seal. Signature of Notary Public:  ______________________________________ My Commission Expires: ________________________________________ BUYER [BUYER’S NAME] By: Name: Title: ACKNOWLEDGMENT OF NOTARY PUBLIC State of _________________ ) County of _______________ ) On this _____ day of ____________, 20___, before me, the undersigned Notary Public, personally appeared before me [NAME], personally known to me or proved to me on the basis of satisfactory evidence to be the individual who signed the foregoing document as the [OFFICER TITLE] of the [BUYER] and acknowledged to me that [he] [she] executed the same in [his] [her] authorized capacity, and that by such signature, the person executed the instrument. WITNESS my hand and official seal. Signature of Notary Public:  ______________________________________ My Commission Expires: ________________________________________ EXHIBIT A PRODUCT LIST [Attach copy of Product List] EXHIBIT B PRICE LIST [Attach copy of Price List]

Download Word Document In English. (Rs.100/-) IT SYSTEMS THE AGREEMENT This Agreement is made the (            ) day of (                     ) Between: (                                                                                                     ) a company incorporated in {:India} whose registered office is at (                                                                                                      ) (                                                                                                      ) ("the Customer"), and (                                                                                                      ) a company incorporated in {India } whose registered office is at (                                                                                                     ) (                                                                                                     ) ("the Supplier"). 1. RECITALS Whereas: 1) the Supplier is engaged in the business of designing and providing information systems, together with associated hardware, software and other related services, and: 2) both parties agree to be bound by the terms and conditions set out in this Agreement. Then: 2. SUPPLIER'S PRINCIPAL OBLIGATIONS The Supplier shall provide to the Customer a complete integrated information system (hereinafter called ‘the System’) as described in Schedule 3 which shall meet the Customer's requirements as set out in Schedule 3 and satisfy the Acceptance Tests as described in Schedule 7. The Supplier shall also provide related services (hereinafter referred to as ‘Services’) which shall meet the requirements set out in Schedules 8, 9 and 10. 3. DEFINITIONS Wherever they occur in this Agreement, including its Schedules and Appendices, the terms defined below shall have the meanings applied to them as set out in this Clause: ‘Acceptance’ means written confirmation by the Customer that the System, together with all Equipment, Software and other Services to be provided are accepted as being in accordance with the Specification. ‘Acceptance Tests’ means the activities to be carried out to verify that the System, together with all Equipment and Software is in accordance with the Specification. ‘Agreement’ means this Agreement and all Schedules and Appendices referred to herein. ‘Appendices’ means documents which may be referred to as Appendices in the Schedules and which shall set out additional details specific to the Agreement. ‘Deliverables’ means all Equipment, Software, Documentation and other things that the Supplier is required to deliver under this Agreement. Notes & Guidance This model agreement is in a modular form. As written it is intended as a guide for purchasing a complete information system comprising hardware, software and other services. However, it can be edited and amended to serve a number of purposes. For example Schedule 5 ‘Software License’ could be  odified and used separately as a License Agreement for either bespoke or proprietary software packages. Other sections could also be used independently or in combination with each other. If sections are used independently care must be taken to ensure ‘definitions’ and other appropriate clauses are included.  The model is written from the point of view of the Buyer of a system. However, it aims to establish a reasonable position for both parties. Buyers wanting a very pro-buyer position should instruct specialist IT solicitors to draft a bespoke contract for them. The recitals section should be drafted to reflect the actual nature of the procurement involved.   ‘Documentation’ means all written material including instructions and descriptions, test results and training material to be supplied with the System and other Services. ‘Change Control Procedure’ means the procedure included in Schedule 2 ‘Equipment’ means the computer hardware together with its operating system software necessary to comply with the requirements of Schedule 3. ‘Key Person’ means an individual who is to carry out work under the Agreement and is critical to its success and is named in Schedule 2. ‘Licensed Software’ means the software program(s) and documentation which is to be licensed to the Customer in accordance with this Agreement including the latest version which the Licensee is entitled to use. ‘Licence’ means the right granted by the Supplier to the Customer to use the Licensed Software in accordance with Schedule 5 of this Agreement. ‘Maintenance and Support Services’ means the services described in Schedules 8 and 9 and which set out details for the support and upgrade of the System, together with the terms and conditions that will apply to the provision of such services. ‘Site’ means the location(s) set out in the Agreement where the System is to be installed and used and to which other Service's are to be provided. ‘Developed Software’ means the software program(s) and documentation described in the Agreement and which are to be developed and delivered under the Agreement. ‘System’ means the combination of Licensed Software, Developed Software and Equipment to be delivered under the Agreement. ‘Software’ means either the Licensed Software or Developed Software and the combination of both. ‘Services’ means the provision of all work and Deliverables, which are to be provided under the terms of the Agreement in support of the System. ‘User’ means a person who is to use the System for the business purposes of the Customer. ‘Version’ means a new version of the Licensed Software or Developed Software and which is released to the Customer by the Supplier incorporating new features, functionality or other attributes. 4.  CONTENT OF AGREEMENT The System and Services provided under this Agreement shall be in accordance with the documents and terms and conditions set out below: ‘The Plan’ (Schedule 1) sets out key activities which shall be undertaken to design, develop, supply, install and commission the System, together with the Services. It includes contractual completion dates and, for key activities, milestones start and end dates, together with responsibilities and the resources which shall used. A number of the Schedules attached and referred to in Clause 4 can be used as written to form the basis of an agreement. However, owing to the divers  nature of systems that could be purchased usingthis model agreement many ofthe Schedules are written as   ‘Management and Change Procedure’ (Schedule 2) sets out the procedures which shall be adopted by both parties in managing delivery and completion of the System and Services, together with procedures that will apply when agreeing any changes that may be proposed by either party to the System or Services or any terms of this Agreement. ‘The Specification’ (Schedule 3) setting out work to be undertaken to finalise any details for the specification of the System and Services, Acceptance Tests and Training Plans together with the functions, service levels and performance requirements that the System shall meet. ‘Services for Software Development, Integration and Implementation’ (Schedule 4) sets out the procedures that shall be followed to produce the Developed Software to comply with the Specification and to integrate with other software which the Customer may already have or which is to be supplied by the Supplier as part of this Agreement. ‘Software License’ (Schedule 5) the terms and conditions which will apply to the supply and ongoing use of all Licensed Software provided under this Agreement. ‘Supply and Installation of Equipment’ (Schedule 6) being terms and conditions specific to the supply and installation of Equipment. ‘Acceptance Tests’ (Schedule 7) setting out details of the processes to be followed for defining System tests, criteria for carrying out the tests, the collection of test data and provision of reports. ‘Maintenance and Support’ (Schedule 8) setting out details for the ongoing support and upgrades to the System. ‘Equipment Maintenance’ (Schedule 9) setting out the terms and conditions that shall apply to any Equipment Maintenance agreement that may be entered into. ‘Training’ (Schedule 10) setting out details of any initial and ongoing training that the Supplier shall deliver, together with the terms that shall apply to the provision of such training. ‘Terms of Payment’ (Schedule 11) setting out details of the prices that shall apply for all Equipment, Software and Services provided under this Agreement, together with the terms that shall apply for payment. ‘General Conditions of Agreement’ (Schedule 12) being the terms and conditions that shall apply to the execution of all work carried out under this Agreement. Guidance documents which provide Checklists for preparing the actual ontent of the agreement. Where a Schedule is written as guidance this is stated in the guidance notes. Other stand alone Model Forms such as software licensing L or maintenance M or development SD provide other examples of the contracts scheduled to this agreement Agreements for information systems may be very complex, negotiations may take place over a protracted period and, even when an agreement is finalised, on going investigative and development work may be necessary to finalise details. For this reason it may be appropriate to allow written representations that are not included in the Agreement to form part of the Agreement. SCHEDULE 1 THE PLAN The Supplier shall carry out the activities and deliver the System and Services in accordance with the plan set out below. The critical dates for delivery and which shall be firm contractual obligations on the Supplier are set out below. The Supplier shall be responsible for taking all action necessary that complies with the terms of the Agreement to ensure that these dates are achieved. 1. Commence development 2. Complete Phase X development 3. Deliver System ready for Acceptance Tests 4. Achieve Acceptance The dates below are for project management purposes and set out the key milestone dates that the parties aim to meet. Activity Responsibility Resources Start End Appoint Project Managers Develop Detailed Plan Agree Detailed Plan Develop Specification Agree Specification Commence development Provide facilities on Site Recruit development team Develop detailed design Agree detailed design  Deliver development environment Licence Licensed Software for development Develop and Plan Acceptance Tests Develop Phase X Test Phase X Deliver Phase X Integrate all Phases System test Design and deliver Acceptance Test data Design and Plan Training Design and Plan Implementation Deliver Equipment and test Deliver System ready for Acceptance Tests Perform Acceptance Tests Confirm Acceptance Install the Live System Agree Maintenance and Support Service Level Agreement Correct all errors found Confirm completion of live running period THIS SCHEDULE PROVIDES AN OUTLINE GUIDE OF THE CONTENT THAT MAY BE INCLUDED IN SCHEDULE 1. The Schedule should include details of the key activities, who is responsible for them, dependencies, dates to start and end the activities and a measure or statement of when the activity will be judged to be completed. It can be replaced by a software-generated set of plans. It is critical that key milestones are included even if the detailed plan is not agreed at the time the contract is signed.   SCHEDULE 2 MANAGEMENT AND CHANGE PROCEDURE 1. The work covered by the Agreement shall be managed according to the procedures set out in this Schedule. 2. The Supplier and Customer shall each appoint a Project Manager who shall have the skills, experience and knowledge necessary to manage the delivery of their party's respective responsibilities under the Agreement. 3. The Project Managers shall have the authority to take decisions required under the Agreement.  4. The parties will establish a Steering Group comprising representatives of the Supplier and Customer to meet monthly during the period of the Agreement. The first meeting of the Steering Group will agree terms of reference for future meetings but the purpose of the group shall include: • Receive and review reports of progress from the Project Manager of the Supplier • Assist in resolving issues which are referred to them by the Project Manager(s) • Consider significant change requests and assist the Project Manager(s) to manage the volume of changes • Establish and monitor a register of risks to the work identifying responsibilities for mitigating such risks • Support the Project Manager in approving major deliverables • Assist the Project Manager to deal with people issues 5. The Supplier shall provide reports on progress to the Customer at the end of every week in a format specified by the Customer and agreed by the Supplier. 6. The Supplier shall notify the Customer of any matter which may impact on the performance and delivery of the System or Services as soon as such a matter comes to its attention. Where applicable the Supplier shall also propose to the Customer a plan to resolve any such matter. 7. The Supplier shall maintain detailed records of all decisions and activities that occur during the Agreement and shall make these available to the Customer on request. 8. The Customer and Supplier shall comply with the requirements of the Systems Development Methodology, Standards or Management and Change Procedures specified below (or attached as an Appendix to this Schedule). 9. All changes to the Agreement shall be agreed in accordance with the Change Control Procedure described below. Both parties will endeavour to limit the scale and number of changes they require so as to minimise the risk of changes affecting the success of the work. 10. If at any time before Acceptance the Customer wishes to alter all or part of the Specification the Customer will provide the Supplier with the details of what is required and shall provide additional information that the Supplier may reasonably require. THIS SCHEDULE PROVIDES AN OUTLINE GUIDE OF THE CONTENT THAT MAY BE INCLUDED IN SCHEDULE 2. The Schedule describes the way the work will be managed and how changes will be agreed. Most IT projects involve significant levels of change so this procedure is an essential part of the Agreement. Project managers play a critical role in any project. Their skills and experience and their ability to work with their counterpart can make or break a project. Most projects involve a number of stakeholders who will need to be involved in determining issues relating to the project. It is as well to include them as members of a steering group, which can consider most issues and resolve them at the appropriate management level. Early warning of a problem by a supplier will demonstrate a degree of control and can allow the Customer to manage the resolution of problems proactively.  No specific methodology is specified here, as there are a number to choose from and many customers and suppliers have adopted a standard approach to their own methods. It is important to agree which standard to apply and stick to it throughout the work. This change control process is a typical approach to this subject and the elements should be familiar to experienced contract and project managers. 11.  A standard form and a joint register will be used to record each change request including: • the title of the change; • the originator and date of the request or recommendation for change; • the reason for the change; • full details of the change including any specifications • the price, if any, of the change; • a timetable for implementation together with proposals for acceptance; • a schedule of payments if appropriate;  • details of the likely impact, if any, of the change on other aspects of the System, including but not limited to: • the prices for the Services and/or the Deliverables • the payment profile; • the documentation to be provided; • the training to be provided; • working arrangements; • other contractual issues. • the date of expiry of validity of the change request; and • provision for signature by the Customer and by The Supplier   12. The Supplier will submit to the Customer as soon as is reasonably practicable a full written quotation for any change specifying what changes (if any) will be required to the Price, the Plan, the Specification, the Documentation and the Training Plan and provide a reasonable justification for the extent of any changes. 13. Upon receipt of such quotation the Customer may elect either to accept the quotation in which case this Agreement shall be amended in accordance with it; or to withdraw the request.  14. The Supplier may recommend changes to the Customer. The Customer shall not be obliged to accept any such change other than as a result of any delay or additional cost caused by the Customer or by any factor outside the reasonable control of the Supplier. 15. Neither the Customer nor the Supplier shall unreasonably withhold agreement to any change. 16. Until such time as a change is made in accordance with the Change Control Procedure, the Supplier shall, unless otherwise agreed in writing, continue to undertake the work as if the request or recommendation has not been made. 17. Any discussions, which may take place between the Customer and the Supplier in connection with a request or recommendation before the authorisation of a resultant change to the work, shall be without prejudice to the rights of either party. 18. If the Supplier considers that the preparation of a quotation for a change requested by the Customer, requires significant resources over and above those (if any) stated for such, purposes in the Agreement, the Supplier will notify the Customer accordingly and, on agreement by the Customer, the Supplier will make proposals for a paid study of the cost and It is useful to allow Suppliers the right to submit change requests but make sure that this is not a means of reducing the scope of the work to  nsure that the supplier can meet delivery dates or make additional profit without approval implications of preparing a quotation for the change for agreement with the Customer prior to preparing the quotation. 19. All decisions and commitments required to be made by the Customer or the Supplier shall be made through and in the name of the respective Project Manager(s). The Project Manager(s) shall use the Steering Group and adopt other communication processes within their organisations to support them in making decisions. 20. Key Persons who are to work on the Services are named below: (List Names and titles) There is a risk that excellent technical and project management people will be used to win a contract but, because of their skills they will be in demand for other  projects and they may be moved. Compile and agree a list of key people ( not everyone) who are essential to the success of the project and lock them in to staying with the work for as long as they are needed.   SCHEDULE 3 SPECIFICATION The Supplier shall deliver the System and the Services in accordance with the requirements set out in this Schedule. Changes to the Specification shall only be agreed through the Change Control Procedure. (This Schedule sets out the common headings of the content of a typical Systems specification. In writing the Specification it is important to make a clear distinction between the Customer's mandatory requirements that must be delivered and any optional or desirable requirements that are of less significance.) Business Objectives 􀁘 A statement of the purpose of the planned Software in the Company's organisation The Systems Environment 􀁘 The existing systems architecture with which the Licensed and Developed Software will operate. Set out here a detailed list of existing systems and interfaces, 􀁘 The System and the Equipment - the existing and planned new equipment and software which may be in place and with which the System is to operate. 􀁘  System and technical standards that are to be complied with. The user environment and any constraints 􀁘 The Site - the locations and the physical conditions and any special considerations 􀁘 Energy or cooling or other environmental constraints 􀁘 The users, their skills, numbers and locations The functional requirements 􀁘 The specific business functions to be provided 􀁘 Any legal or statutory regulations that apply 􀁘 Optional requirements in addition to mandatory features The performance requirements 􀁘 Response times of the System for Users for specified transactions 􀁘 Availability (i.e. 24hours, 7 days a week) 􀁘 Error rates, mean time between failures and mean time to fix faults 􀁘 Batch processing times 􀁘 Volumes of transactions within a given period within performance parameters 􀁘 Success in processing the volumes 􀁘 Scalability for future growth in business and System enhancement Development Methodology requirements 􀁘 Any standard or methodology with which the development work is to comply - either the Customer's own standards, those of the Supplier or a recognised published standard. 􀁘 Productivity standards to be achieved 􀁘 Quality standards The technical requirements 􀁘 Avoid technical details which are not essential 􀁘 Interface specifications with other systems and equipment 􀁘 Technical standards with which compliance is required 􀁘 Detailed specifications of any existing or third party software to be used 􀁘 Specific specifications agreed between the Customer and Supplier for other parts of the systems environment with which the Licensed and Developed Software will be required to operate THIS SCHEDULE PROVIDES AN OUTLINE GUIDE OF THE CONTENT THAT MAY BE INCLUDED IN SCHEDULE 3 In some cases a detailed specification is not fully agreed by the time a contract is signed. Customers increasingly rely upon the skills of the supplier to help define requirements and design the system on a progressive basis. It is important to guard against over-specification and de-scoping to the advantage of the supplier. This schedule is a list of headings of typical contents of a specification and can be used as a starting point for developing or reviewing a specification 􀁘 Equipment, storage, memory and computer network capacity and processing power, which the Supplier proposes to run the given volume of transactions. Notwithstanding, the Supplier shall be responsible for ensuring that the delivered Equipment, storage, memory and computer network capacity and processing power will meet all of the requirements specified in Schedule 3. Maintainability 􀁘 Specific requirements for maintenance and support 􀁘 Support for the Customer's own maintenance Documentation 􀁘 A description of the manuals, installation and maintenance instructions and any training material and the standards or format in which they are to be supplied. Training 􀁘 A description of the training to be provided by the Supplier   SCHEDULE 4 SERVICES FOR DEVELOPMENT OF SOFTWARE INTEGRATION AND IMPLEMENTATION 1. Development and other services 1.1 The Supplier shall develop the Software to provide the facilities and  functions and performance set out in the Specification and the detailed  design to meet the Customer's requirements. The Software shall comply  with the best practice of the software and computer services industry  and to the structured programming and documentation standards set  out in the Management and Change Procedures. 1.2 The Supplier shall verify that the Specification and all documentation and designs provided by the Customer are accurate and complete and shall  agree with the Customer any changes that it may consider to be necessary under the Change Control Procedure. 1.3 The Supplier shall keep all work, data and Documentation safe and secure from loss or damage and maintain up to date back up copies in a separate and secure location. 2. Specification and design services 2.1 The Supplier shall be responsible for the Services described in the Agreement and shall deliver all Documentation describing the Deliverables accurately and in detail. Deliverables shall meet the requirements set out in the Agreement. 2.2 The Customer will agree Deliverables within an agreed period or notify the Supplier of changes it requires and which the Supplier shall incorporate into revised Deliverables for agreement of the Customer. 2.3 If not already set out in Schedule 1 the Supplier shall develop a detailed plan for the development, test integration and installation of the System to meet the specified requirements of the Customer including an agreed date for completion of the System and Services taking into account reasonable standards of productivity and an assessment of the likely risks. 2.4 The Supplier shall develop detailed technical and design specifications to comply with the Specification and the stated requirements of the Customer and agree these with Customer. The Supplier shall be responsible for ensuring the completeness and accuracy of the detailed design and shall not be entitled to additional payment for any matter or fact relating to the requirement that could reasonably have been verified before entering into the Agreement or during the detailed design stage. 2.5 If the result of preparing a detailed plan and detailed specification result in changes to Schedules 1 and 3 of this Agreement then they shall be included in this Agreement as Schedules and shall replace or amend the current Schedules describing the requirements for the Plan and Specification. Otherwise additional details to the Plan and Specification shall be included in the Agreement as Appendices to Schedules 1 and 3. 3. The Customer’s Responsibilities 3.1 The Customer shall make available personnel with necessary business and technical knowledge and skills to advise the Supplier on the requirements of the Customer. 3.2 The Customer shall disclose all information necessary to enable the Supplier to design, plan, develop, integrate, implement and test the System to meet the Specification. 3.3 The Customer shall perform its responsibilities under the Agreement in accordance with the time scales in the Plan or as may otherwise be agreed with the Supplier. 3.4 The Customer shall provide reasonable and agreed computer facilities necessary for the Supplier to provide the Services. THIS SCHEDULE PROVIDES AN OUTLINE GUIDE OF THE CONTENT THAT MAY BE INCLUDED IN SCHEDULE 4 This Schedule sets out the terms under which a supplier would design and plan the services and System. Because this is a highly subjective activity relying on the skills experience and talent of the people involved, the quality of the work depends highly on the quality of the people and their ability to apply best practice in their industry. Model Form contract for Software Development (MFSD) provides another example of a development agreement on a stand alone basis. The term Deliverable is used here to cover the wide range of system elements and services that may be required. Even if the Customer has included a Plan for delivery in the Agreement it is desirable for the Supplier to prepare their own plan for achieving these dates at a more detailed level. The Plan should be visible to the Customer to ensure that it is realistic and includes all the right elements and so that the Customer can assess the risks and dependencies involved. Customers are usually active parties in a systems project and will need to meet their responsibilities - so it is important to set out what these obligations are. SCHEDULE 5 SOFTWARE LICENCE 1. Licence 1.1 The Supplier grants the Customer a perpetual, non-exclusive Licence to use the Licensed Software on the terms and conditions  set out in this Agreement. 1.2 The Customer shall be entitled to use the Licensed Software for the business purposes of the Customer including providing services  to its customers subject to the following limitations 􀁘 Up to a maximum of [ ] Users 􀁘 Up to a maximum of [ ] concurrent Users at any one time 􀁘 Up to a maximum of [ ] units of processing power 􀁘 Up to a maximum of [ ] transactions in a defined period 􀁘 On the System specified in the Specification 􀁘 At the Site(s) specified in the Specification 􀁘 On the Equipment described in the Specification 􀁘 In any part of the Customer's organisation including any subsidiaries in which the Customer has at least 50% ownership, its successors or parent or group company subject to  compliance with the terms of this licence 1.3 The Customer may transfer the Licensed Software to other parts of the same Group of Companies or a related subsidiary,Users,  Systems, Equipment or Sites and confirm to the Supplier that is  has done so provided that the Customer shall not make more use of  the Licensed Software than it is entitled to do under the Licence. 1.4 The Customer shall only make other copies of the Licensed Software as are necessary for security or back-up purposes. 1.5 The Customer may use the Licensed Software on any equipment and at any location subject to the limitations on the maximum number of usable copies specified in this Agreement. 1.6 The Customer is entitled to employ a third party to provide computer services to run the Licensed Software for the business purposes of the Customer by giving written notice to the Supplier and provided that the third party complies with the terms of this Agreement on behalf of the Customer. 1.7 The Customer shall not be entitled to decompile the Licensed Software or make amendments to the Licensed Software without the prior agreement of the Supplier except for and to the extent of developing interfaces to the System or in the event that the Supplier is unable to provide maintenance services for the Licensed Software. 1.8 The Customer shall be entitled to allow use of the Licensed Software by third parties contracted to the Customer to provide business or systems related services which require use of the Licensed Software provided that such parties are required in a written agreement with the Customer to comply with the relevant requirements of this Agreement.  1.9 The Customer shall comply with the reasonable instructions of the Supplier to protect the Supplier's rights in the Licensed Software and at the written request of the Supplier, the Customer shall make an annual written report of the number of copies of the Licensed Software that have been made and are in use at a specified time. 1.10 The Supplier warrants that is fully entitled to grant the Customer the licence contained in this Agreement to have full right and licence to quiet possession, use and operation of the Software in accordance with this Agreement without infringing the legal rights of any third party; 1.11 The Supplier agrees to provide the Maintenance and Support services at the request of the Customer for a period of not less than [ 7 ] years after installation of the last copy of the Licensed Software permitted under the Licence. This licence covers the use of third party software. It is intended to respect the rights of the owner of the software and protect the customer from exploitation as a result of changes to use or  over restrictive  controls over use. Model form L (Software Licensing) provides another example of a software licence. There are a large number of options for governing the use of software. Ensure that the option chosen is right for the use to which the customer will make of the software as opposed to simply applying a supplier's standard form of agreement. Customers need to be able to use the software in different parts of their business as the business changes and avoid paying extra for the same actual usage simply because of a change of location, name or entity. If a customer outsources operations or support of its systems then the software licence will need to allow for this to avoid a supplier charging the outsourcer again for the use of the software. Because the software is the property of the Supplier and is their source of future revenue it is reasonable to agree to take some measures to protect the owners rights. It is vital to require the supplier to continue to support its software for the time you  re likely to want to use it. No  support means that problemswould not get fixed and developments of new features would stop - threatening use of  the software. 1.12 The Customer is entitled to make copies of the Documentationfor its own internal purposes and to make the Documentation available on its internal computer networks for use by the Users. 2. Delivery 2.1 The Supplier shall deliver the Licensed Software and Documentation in a form capable of installation by the Customer and provide all necessary support for the Customer to install and use the Licensed  Software by the date in the Plan. Or 2.1 The Supplier shall deliver the Licensed Software and Documentation and install the Licensed Software on the System by the date in the Plan. 2.2 The Supplier shall deliver all new Versions of the Licensed Software  to the Customer within 5 working days of its general availability andprovide all necessary support and documentation for its installation  and use. 2.3 The Supplier shall deliver the Software in machine readable form and install the Software on the System and provide the Customer with copies of all Documentation before installation is complete. 3. Access to Source Code The Supplier shall provide copies of all source code and documentation for the Licensed Software which may reasonably  be required by the Customer for the purposes of developing  interfaces to other systems or for developing modifications required  to the Licensed Software. Either: The Supplier shall supply the source code for the Licensed Software  at the request of the Customer to enable the Customer to enhance,  build interfaces to or maintain the Licensed Software in the event that  the Supplier is unable or unwilling to do so on reasonable terms. The source code shall only be used to ensure that the Licensed Software can continue to be used on the System. Or The Supplier shall enter into a source code escrow agreement (an available form of Escrow Agreement will be referred to here) in  relation to the Licensed Software with the Customer and such other  party as may be necessary in a form to be agreed. The Supplier shall  deposit copies of the source code with the escrow agent pursuant to the escrow agreement and shall keep such copies up to date.  The Supplier shall execute the Escrow Agreement within 30 days  of the date of Acceptance. 4. Effect of ending this Agreement 4.1 Upon termination of this Agreement or an individual Licence, the Customer shall, at the request of the Supplier, return or destroy all  applicable copies of the Licensed Software and documentation within 30 days. 4.2 On termination of this Agreement by the Customer as a result of an unremedied default by the Supplier the Customer shall be entitled to continue to use the Licensed Software under the terms of the Licence with no further liability to the Supplier. Source code is the version of the software that can be used to maintain, modify and develop it, including building interfaces. It is not necessarily supplied with the software as the software could then be copied or amended and this is not in the interests of the original owner. If source code is not supplied then make sure that access to it will be possible by putting a copy into the safe hands of a third party under an escrow agreement with a body which contains provisions for the release of it to the customer in certain circumstances - such as the supplier going into liquidation or ceasing to support the Software. SCHEDULE 6 EQUIPMENT 1. Delivery 1.1 The Supplier shall deliver the Equipment and all operating system software and documentation required to operate it in accordance with the Specification by the date in the Plan. 1.2  The Supplier shall supply the Customer with consumable materials required to operate or maintain the Equipment at prices, which shall be the Supplier's current price for similar consumables or the price set out in Schedule 11, whichever shall be the lowest. 1.3 The Supplier shall provide all Equipment and support required to deliver and install the Equipment on the Site. The Supplier shall carry out all necessary surveys and checks to ensure that the Equipment can be delivered and installed. 1.4 The Supplier shall take all practicable steps to avoid disruption to the operations of the Customer during delivery and installation and shall leave the Site in the condition it was prior to delivery and shall remove all materials and equipment supplied by the Supplier during delivery  and installation. 1.5 The Customer shall provide safe access to the Site, any necessary lifting Equipment reasonably required by the Supplier and specified in this Agreement for the Supplier to deliver and install the Equipment at the date agreed in the Plan. 1.6 The Customer shall provide all power, security, safety, cooling and telecommunications or network services required to operate the Equipment and shall operate the Equipment in accordance with the supplier's written instructions. 2. Upgrades 2.1 The Supplier shall ensure that the Equipment is capable of running under the latest Version of the operating system software that it is required to execute or the Customer is entitled to use in accordance with the Specification. 2.2 The Supplier shall make available to the Customer all fixes, modifications, software changes and revised documentation that it makes available for the Equipment and shall provide assistance in installation as necessary. 2.3 The Supplier shall supply upgrades to the Equipment which are available and required by the Customer under these terms andconditions and at a price which shall be the price set out in the Price Schedule or the Supplier's then current list price less the discount set out in the Price Schedule, whichever shall be the lower. 2.4 The Supplier shall supply on the written request of the Customer such supplies of parts, any documentation and diagnostics or other support software that may be necessary for the Customer or a third party contracted to the Customer to maintain and support the Equipment. The terms of such supply shall be reasonable and on no worse terms than those made available to other customers. 3. Lease Arrangements The Supplier shall at the written request of the Customer agree to the Customer assigning this Agreement to supply the System to a Leasing Company appointed by the Customer for the purposes of financing the System. 4. Replacement 4.1 If the Customer wishes to replace the Equipment with new Equipment from the Supplier then the Supplier shall purchase the Equipment at the higher of the prevailing fair market price for the Equipment or the residual value of the Equipment in the Customer's accounts. Computer equipment no longer carries the risks it once did. Most manufacturers are able to meet high technical and reliability standards and tend to user standard components to reduce the number of surprises awaiting a customer. Stand alone Model Form P is another example of an agreement for sale of  computer or telecommunications equipment.Because technology continues to develop quickly it is essential that the supplier is committed to deliver new versions and upgrades to keep pace with the development of the chosen operating system software. If this does not happen the customer will find it difficult to maintain the system and the other software will be developed to work with the new versions so the customer will lose out on new features and performance improvements. Customers may want to have the equipment maintained by a third party to reduce costs or to keep all maintenance in the hands of one party responsible for the complete system. Leasing is very common for expensive IT equipment and this clause allows a third party leasing company to become involved. Many equipment purchases arepart of a long-term commitment to a technology or a supplier and if this is the case then the supplier should be prepared to assist in the 4.2 The Supplier shall ensure that existing equipment to be replaced by the Equipment is de-installed and removed from the Site at the request of the  Customer with the least possible disruption to the operations of the  Customer. economics of replacing old equipment with new ones .Tying the credit for the old equipment to its residual value places at least one guarantee on the cost involved SCHEDULE 7 ACCEPTANCE 1. The Supplier and Customer shall carry out Acceptance Tests to confirm that each part of the System is in accordance with the Specification. 2. The details of the tests and the responsibilities of both parties are set out as an Appendix to this Schedule. In the event that Acceptance Tests have not been agreed by the date set out in the Agreement then either (a) the Customer or (b) the Supplier shall prepare Acceptance Test specifications and plans for agreement with the other party within […….] weeks of the date set out in the Plan. In the event of any dispute The Customer's requirements shall prevail. Any changes to the Acceptance Test plan shall be subject to Change Control. 3. All plans, data and results produced for the purposes of the Acceptance Tests shall be made available for scrutiny by both parties and either party shall be entitled to be present at any tests and be given reasonable notice of the intention to carry out tests. 4. By the date in the Plan the Customer or Supplier (as defined in the Acceptance Test plans) shall prepare the data for use in Acceptance Tests and a statement of the results with which the System is expected  to comply. Either party may request changes to the data and the expected results provided that no change may be agreed without the approval of the Customer. 5. The Supplier shall carry out its own unit and system tests on each part of the System as they are completed. Any faults identified shall be rectified prior to delivery of the System to the Customer. 6. The Supplier shall carry out system and unit tests on the System at specified stages prior to delivery to verify that the System is in accordance with the Specification. Any faults identified shall be rectified  prior to delivery of the System to the Customer. 7. The Supplier shall confirm in writing to the Customer prior to or at the time the System is delivered and installed that it has carried out tests and that in its opinion the System is in accordance with the Specification. 8. The Supplier shall carry out all Acceptance Tests on Equipment prior to delivery and after installation to ensure that it is working properly in accordance with the Specification. 9. The Customer shall carry out the Acceptance Tests to the datesor time scales set out in the Plan after delivery of the System. The Supplier shall provide all necessary assistance to the Customer to perform the tests. 10. If the System or any part of it fails the Acceptance Tests then repeat Acceptance Tests shall be carried out in accordance with the provisions of clause 12 of Schedule 12. 11. The Supplier shall re-test all or parts of the System before delivering the corrected System to the Customer for repeat Acceptance Tests. Acceptance test clauses usually contain the same elements and this version is drawn from a number of sources and attempts to be reasonable to both parties. Acceptance testing should not be left to the very end of thedevelopment process. Testing each part of the system as it is delivered in conjunction with the other elements, which may have been delivered, can reduce risk of failure. It is necessary to include the options available to the customer should the system not be capable of acceptance or only part of it turns out to be satisfactory.   SCHEDULE 8 MAINTENANCE AND SUPPORT. The Maintenance and Support Services available from the Supplier shall commence from Acceptance of the System and continue for at least 7 years and  until terminated by the Customer giving not less than 3 months notice to the  Supplier. Charges for the Maintenance and Support services shall commence at the time that all defects identified during Acceptance and which were notcorrected at the time of Acceptance are corrected and are in accordance  with the Specification. The maintenance and Support Services shall be provided as set out below: 1. The Supplier shall provide maintenance and support services to ensure  that the Customer can continue to use the System as set out in the  Specification. 2. The Customer shall provide an internal point of contact, which shall be responsible for the co-ordination and reporting of faults or for  making requests for support to the Supplier.3. The Supplier shall make available to the Customer any information,  tools or software necessary to carry out first line fault diagnosis and  resolution.4. The Supplier shall provide a specified number of people skilled and  experience d in the design and use of the System and the Customer's use of the System to provide the maintenance services. These people   will be made available to the Customer, at agreed charge ra es to  provide expert Consultancy and advice, enhancement development   services or training and onsite support as reasonably required by   the Customer. 5. The parties shall agree the implementation and operation of any   remote diagnostic tools, which the Supplier may make available  from time to time.  6. The Supplier shall provide a telephone help desk or on-line service  to receive   nd log calls for assistance and provide an initial fault   diagnosis and resolution service. The service shall be povided by  sufficient  competent people for [24 hours per  day 7 days per week]  or [during working days   etween 0800 and 1800].  7. As soon as a defect which has a significant effect  on the use of the  System by the Customer is reported by the Customer or the  upplier   becomes aware of the defect, the Supplier shall promptly commence   work on  diagnosing and fixing the fault and shall continue to work  diligently until a fix can   e successfully implemented on the System.  8. Service levels for fixing faults are  attached as Appendix 1 to  this Schedule.  9. All changes and corrections made by the Supplier shall be   documented and revised Documentation shall be supplied to the Customer.  10. The Supplier shall be responsible for delivering corrected programs or instructions to correct the defect so that the System can be restored  to operational   se with least possible delay. The Supplier may be  required by the Customer to  rovide  n-site or other support for  reinstallation and recovery of the System.  11. If a defect  as no material impact on the use of the System by the  Customer, the Supplier and  the Customer shall agree a reasonable   period within which the fault will be fixed  nd incorporated into a  generally available version or release.    12.  All corrections  ade by the Supplier shall be free from defects and shall execute or operate without further defect or impact on other parts of the System. THIS SCHEDULE PROVIDES AN OUTLINE GUIDE OF THE CONTENT THAT MAY BE INCLUDED IN SCHEDULE 8 The customer needs assurance of long term support from the software and equipment supplier but may need to be able to terminate it for other  reasons. The supplier is not  given an option to terminate except if the customer is in breach of the Agreement – see the General Terms and  Conditions.    model Form M  and S(M) provide further examples of an equipment and a bespoke software maintenance contract respectively, to which  reference can be made. Software can never be entirely free from errors and this provision allows for minor problems to be corrected with a lower priority than business stopping ones. 13. Intellectual property rights in any correction, enhancement or modification, made to the System or any new tool or technique or know how developed as a consequence of correcting a defect shall be the property of the Customer except where the intellectual property is  an inherent part of the Licensed Software and is to be made available to other Licensees of the Licensed Software by the Supplier. 14. The Supplier shall be responsible at its own cost for the maintenance  and support of any part of the System which is supplied prior to Acceptance and is required for use by the Customer or Supplier as  part of the Services. 16. The Supplier shall correct any fault which may be caused by the act or  omission of the Customer in not using the System in accordance with  the Documentation and shall be entitled to charge the Customer a  reasonable charge at the rates set out in the Price and Payment Schedule  for such work. 17. If the service is terminated due to the un-remedied default of the  Supplier or at the request of the Supplier then the Supplier shall provide  all documentation, tools and instructions including source code of the  System and internal maintenance instructions to allow the Customer  to maintain the System itself or to allow the Customer to employ a  third party to carry out the maintenance. For Licensed Software specifically: 19. The Supplier shall accept a request from the Customer to recommence  reviously terminated maintenance and support services at a later date  provided that the Customer pays reasonable additional charges for the  installation of current versions or releases of Licensed Software which  shall be compatible with the System. 20. The Customer shall not be required to install any new version , upgrade or release or Licensed Software for which additional payment is required but shall not unreasonably refuse to do so provided that it is fully compatible with the System and meets the  functional and performance requirements of the Customer and the  charge proposed by the Supplier can be demonstrated to reasonably  reflect the increased value of the new version, upgrade or release. 21. The Supplier shall promptly make available under the terms  f this  Agreement all new versions (including upgrades and releases) of the   Licensed Software provided under the maintenance and support  service. The Customer shall not unreasonably refuse to install such new versions of the Licensed Software within a reasonable time  where it is fully compatible with the System and meets the functional  and performance requirements of the Customer. 22. The Supplier shall continue to provide support on request for any version of the Licensed Software in use by the Customer. 23. The Supplier shall keep up to date and, on request, provide an accurate plan for the release of new versions of the Licensed Software. New versions of licensed software may contain excellent improvements to the old one but may affect the operational performance of the system, be incompatible with other elements of the system and may require extensive and expensive redevelopment of interfaces and modifications to be implemented. The customer may need to decide not to upgrade and will continue to need support for the version in use. But the Supplier will find it increasingly difficult to support old versions (nobody wants to work on old technology!) and the Customer should be obliged to upgrade when there is no reason not to do so. APPENDIX 1 TO THE MAINTENANCE AND SUPPORT SCHEDULE Service rating Priority Description Definition Time to provide initial response Time to provide workload solutions Maximum Fix Time Total   lapsed 1 Critical A major impact on the business and/or affecting a large number  of customers 30 minutes 1 hour 4 hours 4 hours 30 mins 2 Urgent An impact on business and/or affecting several customers 1 hour 4 hours 8 hours 9 hours 3 Important Impact on one or a small number of customers 4 hours 1 day 1-5 working day 5.5 working days 4 Non-urgent Inconvenient, but business not severely affected. 1 day 5 days 5-10 working days 11 working days 5 Minor Requires attention but with no urgency. 5 working days As soon practical As agreed As agreed   SCHEDULE 9 EQUIPMENT MAINTENANCE If so requested by the Customer the Supplier shall enter into a Maintenance and Support Agreement with the Customer in accordance with the terms of this Schedule and such of the terms and conditions contained in Schedule 12 as shall be applicable to a maintenance and support agreement as listed below: 􀁘 Expert Determination 􀁘 Dispute Resolution 􀁘 Waiver 􀁘 Law 􀁘 Force Majeure 􀁘 Insolvency and Bankruptcy 􀁘 Statutory Regulations 􀁘 Assignment and Sub-Contracting 􀁘 Payment 􀁘 Termination for Default 􀁘 Interference 􀁘 Limitation and Exclusion of liability 􀁘 Supplier to fully inform himself 􀁘 Access to the Premises and Supplier's Personnel The period of this Agreement shall commence when all defects in the Equipment identified in the Acceptance Tests or which may occur during the period of the Defects Liability for the Equipment have been rectified and shall continue for a period of [7 years] During the period of this Agreement the Supplier shall be responsible for: Carrying out a Programme of preventative maintenance to ensure so far as practicable that the Equipment is at all times during the period of this Agreement in an operable condition and capable of reliable operation in accordance with the relevant Equipment specifications.  The Programme shall be carried out so as to minimise disruption to the operational use of the System Responding to a request for service by the Customer at any time  between the hours of x and x within x minutes of such request being  received. The Supplier shall forthwith upon receipt of any such request  commence to diagnose the cause of the problem and shall repair the Equipment and restore it to full operational use within x hours of receipt of a request for service. Requests for service shall be made by the Customer in the form agreed { }or if made verbally shall be confirmed immediately by the issue of such form. The Supplier shall keep the Customer  fully informed of the progress on the repair action. Making available sufficient supplies of spares and sufficient skilled personnel throughout the period of this Agreement to be able to carry out any repairs required to the Equipment. The charges for the Maintenance and Support services shall be those set out in  Schedule 11. If the number of items of Equipment to be maintained under this Agreement is increased or reduced then the appropriate addition or reduction to  the charges shall be agreed between the Customer and the Supplier by reference to the unit prices in the Price Schedule or, in default of agreement, determined by Expert Determination. The addition or reduction so agreed or determined shall take effect from the date that the addition or reduction to the items of Equipment took place. The Supplier shall only be entitled annually on the anniversary of the commencement of the Maintenance and Support Agreement to require such charges to be adjusted by an amount not in excess of the increase in the Retail Price Index over the year concerned. The Supplier shall submit a written request to the Customer for such adjustment and the Customer shall advise the Supplier in writing of the adjustment to which he agrees. Other than this the Agreement  shall be on a fixed price basis. Model Form M and S(M) provide further examples of an equipment and a bespoke software maintenance contract- respectively, to which reference can be made. SCHEDULE 10 TRAINING AND IMPLEMENTATION The Supplier shall investigate and develop a specification for the training requirements of the Customer and develop a plan for delivery of the training. The Training Plan shall be subject to the agreement of the Customer. All documentation and training materials developed for the customer shall be  the property of the Customer. SCHEDULE 11 PRICE AND PAYMENT TERMS This Schedule sets out the prices to be paid under the Agreement and when  payment becomes due. Services and Development Charges The Services may be charged on the basis of either a fixed price or time and  materials and both mechanisms may be applied to different deliverables or periods. Time and Materials For time and materials work the Customer shall pay the Supplier for the time properly spent by its staff and the materials and computer time properly used in providing the Services at the rates specified below. These rates shall be fixed for the duration of the Agreement. Person  Grade Daily rate . . The daily rate covers a normal 7.5-hour day and includes any additional effort required to maintain progress in accordance with the Plan. In the event that it is agreed that the number of days or the cost of the Services shall exceed [ ] the daily rates shall be reduced by [x%] from [date agreed]. The Supplier shall keep complete accurate and detailed records of all work  carried out and will provide detailed reports in a format agreed by the Customer  within 5 days of the end of each month and at any other time upon request, to  enable the Customer to verify the Supplier's charges and progress. The Customer shall pay reasonable travel and accommodation expenses which are agreed in advance with the Customer and which are necessarily incurred by the Supplier's staff for work carried out away from the location at which it is agreed the work will normally be performed. All additional work and additional Deliverables or use of Licensed Software under this Agreement shall be charged at rates or fees which do not exceed those set out in the Price. Optional The time and materials cost of the Service shall not exceed the sum of  ] for each specified Deliverable. Software Licence Fees The Customer shall pay the Supplier the Fees for the right to use the Licensed Software as set out below. The Supplier may invoice the Customer for the Price upon delivery of a copy  of the Licensed Software to the Customer and installation and Acceptance  of the Licensed Software by the Customer for the first installation and then  for each copy that is installed by the Supplier for a [named user] [user]  [Customer computer] [concurrent user] up to a maximum of [number] of such users. ; or The Supplier may invoice the Customer for the Price to use the Licensed Software on any machine or by any user without limitation other than that set out in this Agreement upon installation of the first copy for which a licence has not previously been paid or by date specified in the Agreement. This schedule is a checklist of the types of pricing and payment terms that are commonly found in IT contracts. Each deal will be different so this is not a prescription to be used unchanged in every situation. Some basic principles though are to: • make payments in return for deliveries, • reduce costs by paying in line with the suppliers expenditure profile - subject to getting value and progress • put a cap on time and materials rates • use time and materials only when the services are illdefined, and fix prices for clear deliverables • stop recurring charges from in creasing in future • ensure that daily rates are properly defined and are reasonable • obtain unit costs for equipment, staff and software to assist in managing the cost of changes. The Licence Fees: 􀁘 Total fees 􀁘 Per User or per concurrent user 􀁘 Per machine 􀁘 Per unit of processing power 􀁘 Per site/location 􀁘 Any volume discount structure 􀁘 Annual or recurring fees 􀁘 Fees for access to Source Code 􀁘 Escrow Agreement costs Recurring charges shall not be increased without the prior written agreement of the Customer. Equipment Charges Include here a table of the charges for Equipment including: 􀁘 Unit costs for each item of Equipment and associated software. 􀁘 List prices and discounts 􀁘 Delivery and installation charges 􀁘 Upgrade prices Maintenance and Support Include hare a list of all Software and Equipment to be maintained and the unit cost per annum/per quarter for providing maintenance and if applicable a maximum charge for the Service. Recurring charges shall not be increased without the prior written  agreement of the Customer. Payment terms Specify the intended date and percentage or amount of the Price to bepaid against specified events including : 􀁘 upon agreement by the Customer of the Specification and/or Plan 􀁘  upon delivery and acceptance of specified third party components or software 􀁘 upon completion of each phase of the work 􀁘 up on successful completion of system test 􀁘 upon successful completion of Acceptance Tests 􀁘 upon full installation and live implementation 􀁘 upon 3 months operational running with no significant defects. 􀁘 frequency and timing and amounts of recurring charges   SCHEDULE 12 GENERAL CONDITIONS OF AGREEMENT 1. Assignment and Subcontracting 1. Neither party shall assign the Agreement or any of its rights or  obligations thereunder without first having received the writtenapproval of the other party provided that the Customer may assign the benefit of the Agreement to any of its associated or subsidiary companies or to any leasing or financing company or to  any outsourced service provider of its choice 2. The Supplier shall not sub-contract the Agreement or any part thereof without first having obtained the written permission of the  Customer, provided that this restriction shall not apply to sub-contracts for materials or minor details or any parts of the work to be performed or for materials or equipment to be supplied   for which the sub-contractor is named in the Agreement. The Supplier  shall be responsible for the acts , defaults and omissions of its sub-contractors whether approval has been given to their appointment under this clause or not or whether they are named in the Agreement or not as if they were his own and any consent given  under this clause shall not relieve the Supplier of any of their obligations under the Agreement. 2. Access to the Premises and the Suppliers’s Personnel 1. The Customer shall provide to the Supplier access to the Site to carry out the Agreement at such times as may be specified in the Agreement or if not so specified at such times as may reasonably be required by the Supplier for the purpose of carrying out the Agreement in accordance with the Plan and if included within the  Agreement its obligations for providing Software Maintenance and Support 2. Whilst on the Site the Supplier shall comply strictly with all applicable statutory enactment's and regulations, by-laws or other regulations of local authorities , the Customer's rules on health , safety and security (a copy of which is available to the Supplier on request) and any instructions from any of the Customer' safety or security Officers 3.  The Customer shall have the right to require the supplier to remove immediately from the Site any employee or Sub-Contractor's employee who has :- 3.1. Failed to comply with any of the above enactments,regulations, rules or instructions, or 3.2. In the sole opinion of the Customer misconduct's himself or herself or has been negligent or incompetent Without thereby incurring any responsibility to the Supplier for any additional costs or extension of time. The Customer shall confirm to the Supplier in writing any such action and the Supplier shall forthwith replace to the satisfaction of the Customer's  Project Manager any person so removed. 4. At all times when the Supplier or any of its Sub-Contractors is  present on the Site it shall have present a competent supervisor and any instructions given by the Customer to that supervisor shall be considered as having been given to the Supplier 3. Supplier fully to inform himself The Supplier shall be deemed to have satisfied itself as to : 1. The sufficiency and correctness of the Contract Price. Unless otherwise expressly stated in the Agreement the Contract Price shall cover all its obligations under the Agreement and everything  necessary for the proper design, execution, testing and completion of the Hardware, Software and all other services to be provided by the Supplier under the Agreement. It is intended that these conditions apply to all the various appended contracts such as software licence, maintenance, development as conditions dealing with such issues as liability, confidentiality, choice of law will be necessary for all agreements contracted under this model form. 1.1. The suitability of the Site for the installation, commissioning, testing  and maintenance of the Equipment and Software. 1.2. Unless otherwise expressly stated in the Agreement no claim by the  Supplier will be allowed for any addition to the Contract Price or any extension of the Time for Completion on the grounds of any matter relating to : 1.2.1. The Site 1.2.2. Any document forming part of the Agreement or any ambiguity or discrepancy therein On which an experienced supplier could have satisfied himself by a visit to the Site, reference to the Customer or any other appropriate means 4. Confidentiality and Data Protection 1. Each party shall treat the Agreement and any information it may have  obtained or received in relation thereto or arising out of or in  connection with the Agreement or its negotiation or relating to the business or affairs of the other as private and confidential and neither party shall publish or disclose the same or any particulars thereof without the prior written consent of the other or as may be  permitted under the latter provisions of this clause 2. The obligations expressed in sub clause 1 above shall not apply to any  information which : 2.1. Is or subsequently becomes in the public domain otherwise than by breach of this clause 2.2. Is already in the possession of the receiving party with Without any accompanying obligation of confidentiality 2.3. Is obtained from a third party who is free to divulge the same 2.4. Is independently and lawfully developed by the recipient or  its sub-contractor outside the scope of the Agreement. 2.5.  So far as it may be necessary for the performance of the Agreement or for the operation and maintenance of the Equipment and Software supplied or licensed under the Agreement each party may divulge any information to be kept confidential under sub-clause 1 above to their employees, agents and sub-contractors on a need to know basis but undertake that they will take all steps necessary to ensure compliance by such employees, agents and sub- contractors with the obligations as to confidentiality expressed in this clause and will be responsible to the other party for any failure by any employee, agent or sub-contractor to comply with such obligations whether such employee, agent or sub-contractor was aware of them or not 3. Both parties shall ensure that they, their employees, agents and sub-contractors shall observe the requirements of the Data Protection Act 1998 and any amendments or revisions thereto in the provision and use of the Software and Equipment to beprovided or licensed under the Agreement and shall comply with any request made or direction given to the other which is directly due to the requirements of such Act 4. On the conclusion or termination of the Agreement both parties shall destroy all copies of confidential information obtained from the other and shall ensure that their employees, agents or sub-contractors do likewise and the obligations as to confidentiality shall continue without limit as to time..   5. Statutory Regulations 1. Both parties shall in all matters relating to the performance of the Agreement comply with all Acts of Parliament and with all orders regulations and bylaws made with statutory authority by Government Departments or by local and other authorities. Subject to sub-clause 2below the cost to each party of meeting that  requirement shall be borne by that party 2. If the cost to the Supplier of the performance of the Agreement shall be increased or decreased by reason of the making after the date of the Contract of any new law, order or regulation having the force of law as referred to in sub-clause 1 above or of the making of any change to any such law, order or regulation in force at the date of the Agreement that shall be applicable to the Agreement (other than any tax on profits) the amount of such increase or reduction shall be paid to or repaid by the Supplier as appropriate. 6. Payment 1. The Supplier shall be entitled to invoice the Customer on the satisfactory completion of each of the stages of the work identified in the Agreement the proportion of the Contract Price payable under the Agreement in respect of each such stage. For work to be performed under the Maintenance and Support Agreements for Software and Hardware the Supplier shall be entitled to invoice the Customer at the intervals and for the amounts specified in such Agreements. 2.  Provided that the invoice was one which under the Agreement the Supplier was entitled to submit, the Customer shall pay the Supplier within the period of days specified in the Agreement from the date of  receipt of the invoice subject to any right of deduction which the Customer may have by way of set-off or abatement. If the Customer does make any such deduction then he shall notify the Supplier accordingly in writing with reasons 7. Force Majeure 1.  For the purposes of the Agreement the term Force Majeure shall mean 1.1. War and other hostilities (whether war be declared or not) ,  invasion,  act of foreign enemies , mobilisation, requisition or embargo 1.2. Rebellion, revolution, insurrection. Military or usurped power  or civil  War 1.3. Earthquake, flood, fire or other natural disaster except to the extent  that any such disaster is caused by or its effects contributed to by the party claiming Force Majeure 1.4. Riot, commotion or disorder except where solely restricted to the  employees either of the Supplier or its sub-contractors or sub- suppliers 1.5. A general industrial dispute not limited to the employees of the  Supplier or the employees of any of its sub-contractors or sub-suppliers 2. If either party considers that any circumstances of Force Majeure have occurred which may affect materially the performance of its obligations under the Agreement then it shall notify the other in writing to that effect giving full details of the circumstances giving rise to the Force Majeure event. 3. Neither party shall be considered to be in default of its obligations to the extent that it can establish that the performance of such obligations is prevented by any circumstances of Force Majeure which arise after the date of the Agreement and which were not foreseeable at the date of the Agreement No right to charge interest on overdue sums is included as few Buyers want such a provision. However the Contractor may in any event be able to charge statutory interest and collection charges under the Late Payment of Commercial Debt (Interest) Act 1998 and subsequent legislation. This Force Majeure Clause is longer than the previous CIPS versions. However it is essential to define Force Majeure, to state what is to happen if an event of Force Majeure occurs and how the rights and obligations of the parties are to be affected. Force Majeure is defined restrictively and it is for the Contractor to establish that the event prevents him from performing the Contract. If necessary other events could be included but it is strongly suggested that "beyond the Contractor's control" should never be used it is too broad a term. Some Contractors like to include strikes and industrial disputes as Force Majeure but most Customers would dispute such categorisation. There is provided an initial period of suspension; the 4. If the performance of the obligations of either party is so prevented e event of Force Majeure and shall continue to be so prevented period less than 30 days then during that period the Agreement shall be considered as suspended. Upon the ending of the Force Majeure event the contractual obligations of the parties shall be reinstated together with such reasonable modifications to take account of the effects of theForce Majeure event as may be agreed between the parties or in default of agreement as may be determined by an Expertappointed in accordance with the Agreement 5. If the performance of the obligations of either party is so prevented by an event of Force Majeure and shall be so prevented for a period in excess of 30 days then the Agreement shall be terminated by mutual consent and neither party shall be liable to the other as a result of such termination. 8. Insolvency and Bankruptcy 1. If either party shall: 1.1. Become insolvent or bankrupt, or 1.2. Have a receiving order or administration order made against it or compound with its creditors, or 1.3. Being a corporation commences to be wound up (not being a member's voluntary winding up for the purposes of reconstruction or amalgamation, or 1.4. Carries on its business under an administrator or administrative received for the benefit of its creditors or any of them then the other party shall have the right forthwith by notice in writing to that party or to the administrator, administrative receiver or liquidator or to any person in whom the Agreement shall have become vested to terminate the Agreement 2. Alternatively the party giving notice may at their sole option give  such administrator, administrative received, liquidator or other person the option of carrying out the Agreement subject to their  providing a guarantee for the due and faithful performance of the  Agreement in such form and up to such amount as the party  giving notice may in its sole discretion decide. 3. In the event of the Agreement being terminated under this clause  the party giving notice shall have right by prior notice to the other to enter that other's premises for the sole purpose of removing any item, equipment or materials which are its property and which are clearly identified as such. 9. Patents Designs and Copyright 1. The Supplier shall fully indemnify and hold the Customer harmless against all actions, demands, claims, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright or any other intellectual property right including any wrongful use of confidential information by the use or possession of the Works or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 1.1. The Customer promptly notifying the Supplier of any  alleged infringement and, subject to sub-clause 3 below,  allowing the Supplier at their own expense to conduct all  negotiations for settlement or litigation 1.2. The Customer shall make no admission without the  Supplier's written consent unless and until the Supplier  shall have failed to take over the conduct of the  negotiations or litigation period could be lengthened if considered appropriate. If the force majeure event is then past the parties' rights are adjusted. It should not be left to agreement of the parties without a third party reference as otherwise the obligation is unenforceable. If the event continues then the Contract is terminated by mutual consent; the supplier is then paid for the work he has done provided that the purchaser is given the benefit of this. 1.3. The conduct by the Supplier of such negotiations or litigation  shall be conditional upon the Supplier having given the  Customer such reasonable security as the Customer may  require for the compensation, damages costs and expenses  for which the Customer may become liable. The Customer at  the Supplier's expense shall give the Supplier all available assistance. 2. If the System or any part thereof becomes or in the Supplier's reasonable opinion is likely to become subject to any such action  for infringement then, in addition to the indemnity under sub-clause 1  above, the Supplier shall at their own expense negotiate to obtain the  right for the Customer to continue to use the infringing items, if  necessary by replacing or modifying them, but without reducing their  quality or ability to meet the Customer's requirements as specified  in the Agreement. The Supplier shall indemnify the Customer against all losses, costs, damages and expenses whatsoever, including the  Customer's loss of profits, during the period that the Customer is  deprived of the use of the Works by reason of such negotiations,  replacements or modifications the outcome of which will be  confirmed by the issues of a Variation Order which shall not entitle  the Supplier to any addition to the Contract Price or any extension  of the Time for Completion. 3. The Supplier shall not be liable under sub-clauses 1 and 2 above for any  such infringement or alleged infringement which arises as a result of the  inclusion in the System of any items supplied by the Customer or any  use of the System for a purpose or in a manner different to that  specified in, or reasonably to be inferred from, the Agreement.  10. Indemnity and Insurance 1. The System 1.1. The Supplier shall be responsible for the care of the System  until the issue of the Acceptance Certificate when  responsibility passes to the Customer 1.2.  The Supplier shall also be responsible for loss or damage to  the System caused by any operations of the Supplier after the  issue of the Acceptance Certificate 1.3. If any loss or damage happens to the System arising from  any cause, other than the Customer's risks defined in  sub-clause 4 below while the Supplier is responsible , the  Supplier shall forthwith at its own expense rectify such loss  or damage including the reconstituting or recompiling of any  Software so that the System conform to the Agreement 1.4. The Customer's risks are: 1.4.1 Any act of Force Majeure as defined in the Agreement 1.4.2 Ionising radiation or contamination by radio  activity from any nuclear fuel or from any nuclear  waste from the combustion of nuclear fuel, radio  active toxic explosive or other hazardous properties  of any explosive nuclear assembly or nuclear  components of such assembly 1 .4.3  Pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds   2. Third Party Liability 2.1. Each party shall indemnify the other against all damages, losses, costs, compensation or expenses arising from the death or injury of any person and against all loss or damage to any physical property,other than the System, to the extent that the same are due to any act , default or negligence of that party their sub-contractors, servants or agents and against all actions, claims demands or proceedings in respect thereof or in relation thereto 3. Insurance 3.1. The Supplier shall effect professional indemnity insurance, which shall insure the Supplier's liability by reason of professional negligence in the design of the System. The Supplier shall maintain such insurance in full force and effect throughout the period of their liability under the Agreement and at law. Such insurance shall be at least for the amount stated in the Agreement 3.2. The Supplier shall insure the System in the joint names of the Supplier and the Customer against all or damage from any cause other than the Customer's risks as defined in sub-clause 1.4 above. Such insurance shall be for not less than the full replacement cost including profit and the cost of reconstituting or recompiling the Software until the date of the issue of the Acceptance Certificate. The Supplier shall extend such insurance to cover their liability for loss or damage after the issue of the Acceptance Certificate  3.3. Both parties shall insure against their respective liability for injury to persons or damage to property under sub-clause 2.1 above for at least the sums stated in the Agreement 3.4.  All insurance shall be effected with first class British companies and if required the parties shall provide documentary proof of their insurance's and the payment of premiums 3.5. The obligations of the parties to effect insurance's shall be without prejudice to their liabilities under or arising out of the Agreement, in tort or otherwise. 11. Time for Completion and Liquidated Damages 1.  The Supplier shall complete the work to be performed under the Agreement and have passed the Tests on Acceptance by the date specified in the Agreement. For the purposes of this clause the work to be performed under the Agreement shall exclude the Supplier's obligations under  1.1 the clause relating to Defects Liability and 1.2. the provisions relating to Software Maintenance and Support 2. If the Supplier shall be prevented from carrying out the work to be performed under the Agreement or the carrying out of the Tests onAcceptance by any act or default of the Customer, any industrial dispute, otherwise than one limited to the employees of the Supplier, or any act of Force Majeure as defined in the Agreement then subject to the provisions of sub-clause 3 below the Customer shall grant to the Supplier such extension of the date for completion of the work to be performed under the Agreement and or the passing of the Test on Acceptance as may be reasonable.   3. 3.1. The Supplier shall give notice to the Customer forthwith on the happening of any event, which may entitle it to an extension of the date of completion and or the carrying out of the Acceptance Tests. The Supplier shall further give notice to the Customer within 7 days of the cessation of any such event with particulars of the delay and the extension of time to which the Supplier considers itself to be entitled. 3.2.  The Supplier shall only be entitled to an extension of time if the event or events delayed are on the critical path for the completion of the work to be performed under the Agreement and or the carrying out of the Acceptance Tests 3.3. Notwithstanding the granting of any extension of time the Supplier shall continue to take all reasonable steps to complete the work to be performed under the Agreement and or the carrying out of the Acceptance Tests by the dates specified in the Agreement. 4. If the Supplier shall fail to complete the work to be performed under the Agreement and have passed the Tests on Acceptance by the date specified in the Agreement, or any extension of such date granted by the Customer under sub-clause 2 above, then the Supplier shall pay to the Customer liquidated damages at the rate specified in the Agreement for each day of delay up to the maximum specified in the Agreement. The parties agree such sum is a genuine pre-estimate of the Customer's loss arising from such delay. 5. If the Supplier shall still not have completed the work to be Performed under the Agreement and or passed the Tests on Acceptance by the time when the Supplier shall have become liable to pay the Customer the maximum liquidated damages for delay then the Customer shall have the right to give the Supplier notice of termination of the Agreement for Default and the provisions of clause 13 shall apply. 12. Acceptance 1. When the System has been completed in accordance with the Agreement and has passed the Tests on Acceptance the Supplier shall be entitled to apply to the Customer for the issue of the Acceptance Certificate and the Customer shall issue such Certificate within 7 days of an application which the Supplier was entitled to make. Minor cosmetic errors or errors for which fixes can be delivered prior to operational use will not prevent the issue of the Acceptance Certificate but all such errors shall be identified on the Acceptance Certificate and corrected within the time periods specified in the Certificate 2. If the System shall fail to pass the Acceptance Tests and any repeat Acceptance Tests as provided for in Schedule 7 then the Customer shall be entitled by written notice to the Supplier to exercise at his sole option any of the following rights: 2.1 To require the Supplier to carry out all or any of the Acceptance Tests at such ate as the Customer shall fix at the sole cost of the Supplier and otherwise on the same terms and conditions as the repeat tests. If the System shall  pass such Tests then the Supplier may then apply for the issue of the Acceptance Certificate. If the System fails all or any of such Tests then the Customer shall have the further rights set out in this clause. 2.2 accept the System subject to a reasonable abatement of the Price to take account of the loss to the Customer caused by the failure of the System or any part thereof to conform to the requirements specified in the Acceptance Tests.  The amount of such loss shall be agreed between the parties or, in default of agreement within 14 days of the notice issued by the Customer under this Clause, as shall be determined by the Expert appointed under the Agreement. 2.3. accept that part of the System, which has passed the Acceptance Tests, and reject that part of the System, which shall have failed the Acceptance Tests. The Supplier shall then be entitled to a partial Acceptance Certificate in respect of that part which has been accepted. Such partial rejection shall not constitute termination of the Agreement but the Supplier shall pay to the Customer such compensation for the part of the System rejected as may be agreed by the parties within 14 days of the notice issued by the Customer under this clause, or in default of agreement, as shall be determined by the Expert appointed under the Agreement. 2.4. reject the System as not being in conformity with the Agreement and terminate the Agreement for default by the Supplier under the provisions of clause 11of these Conditions which shall then apply 13. Termination for Default 1. Either party may terminate this Agreement forthwith by notice to the  other effective from the date of service of such notice if :- 1.1. There is a breach by the other party of any provisions of the Agreement which expressly entitle the party not in breach to terminate the Agreement, or 1.2. There is a material or persistent breach by the other of any  other term of the Agreement ,which is not remedied ,or if it  is remedial not been remedied within 30 days of the service  of notice to the defaulting party specifying the breach and  requiring it to be remedied 2. On termination, other than for the default of the Supplier, the Customer shall pay to the Supplier the proportion of the Contract Price payable in respect of the Hardware or Software supplied or  licensed or services performed by the Supplier up to the date of termination, together with the costs of cancellation of the  Commitments  already reasonably entered into by the supplier at the date of termination less the amount of any payments already made   to the Supplier up to the date of termination. If the amount of the   payments already made to the Supplier  t the date of termination exceeds the sum due to the Supplier under this clause then the  supplier shall repay the balance due to the Customer. Any such  payments shall be in full satisfaction of the Supplier's rights to  payment, compensation or damages in respect of the termination  of the Agreement or the breach of contract givin g rise to  termination, other than ny interest charges for delay in payment. 3. On payment of the amount due under sub-clause 2 above the Supplier  shall transfer to the Customer the benefit of all work done and the property in all Hardware manufactured and Software developed by the  Supplier in the performance of the Agreement up to the date of  termination. To the extent that the Software is to be supplied under  licence then the Customer shall have the right to use such Software  in accordance with the terms of such licence. 4.  If the Agreement is terminated for the default of the Supplier then: 4.1. The Customer shall have the like rights and benefits forthwith upon such termination as are given under sub-clause 3 above other than in respect of any Hardware or Software rejected under the Agreement. The Customer shall further be entitled to have the work to be performed under the Agreement completed by itself or by others and for this purpose shall  be entitled to use the Hardware or Software not rejected. The sum specified in the Agreement for such liquidated damages must represent a genuine estimate of the Customer's losses arising from delay otherwise this clause will be held to be void by the courts as a penalty clause. 4.2. The Customer shall pay to the Supplier the proportion of the  Contract Price payable for the work done and services performed by the Supplier up to the date of termination in respect of the Hardware and Software which the Customer elects to retain 4.3. The Customer shall pay the sum due to the Supplier when the work to be performed under the Agreement up to and including the passing of the Acceptance Tests has been completed but only after the deduction of: 4.3.1. All payments already made to the Supplier, and 4.3.2. The costs reasonable incurred by the Customer in obtaining the completion of all work to be performed by the Supplier under the terms of the Agreement either by itself or by others, and 4.3.3. All damages payable by the supplier in respect of the termination of the Agreement or the breach of the Agreement giving rise to the right to terminate. 4.3.4. If the amount due to the Supplier is less than the amount due to the Customer then the Supplier shall pay the  4.4. If the Customer elects not to have the work under the Agreement completed than any payments due to either party under sub-clause  4.3 above shall become due 56 days after the termination of the Agreement. 4.5. Following the termination of the Agreement neither party shall have any further rights or obligations in relation to the other except for those stated in this clause and in the clauses listed below which shall continue in full force and effect. Subject to sub-clause 2 above termination shall not affect the rights of action and remedies of the parts which shall have accrued at the date of termination or shall thereafter accrue 4.6. List of clauses: Confidentiality Publicity Waiver Infringement Indemnity Governing Law and Jurisdiction Intellectual Property Rights Conditions and warranties relating to the Hardware and  Equipment and services supplied or licensed under the  Agreement 14. Warranty 1. The Supplier warrants that: 1.1. The Equipment and Software supplied and licensed under the Agreement shall be fit for the purposes as specified in Part A of the Specification. This is a continuing warranty for the period of the operational life of the Equipment and Software as defined in the Specification. 1.2. Subject to compliance with sub-clause 1.1 above the Equipment and Software shall comply with the description , technical details and standards contained in Part B of the Specification 1.3. It has the right to grant the Customer a licence to use the  Software on the terms set out in this Agreement 1.4. The Software supplied or licensed when installed and tested shall meet the requirements of the Acceptance Test specifications. 1.5.  The Software shall be fully compatible with and operate on the System 1.6.  The Software shall provide all the facilities and functions described in the Specification provided that the System operates in accordance with the relevant manufacturers specifications. 1.7. The Equipment shall be delivered and installed free from defects and when tested shall meet the requirements specified in the Acceptance Test specifications. 1.8. If any defect shall occur in the Equipment during the period of {12] months from the Acceptance Date the Supplier shall forthwith remedy such defect at its own expense by repair or replacement. Any replacement or repaired part shall carry a similar warranty for [12] months from the date of the repair or replacement. If the Supplier shall fail to take action to remedy a defect within 24 hours of being notified by the Customer of the same then the Customer shall have the right to remedy the defect himself or by others at the Supplier's risk and expense. 1.9. If any defect shall occur in the Software which materially affects the use or performance of the Software within [12] months of the Acceptance of the first copy or any new version or release then as soon as it is reported to him by the Customer, the Supplier at his own cost shall promptly commence work on diagnosing and fixing the defect and shall continue to work diligently until a fix can be successfully implemented on the Software which corrects such defect. The Supplier shall further at his own cost provide all necessary corrections and replacement copies assistance and documentation at no additional cost. Minor defects, which do not affect the use of the Software, may be corrected in the next appropriate version or release. 1.10.  If the Supplier shall have entered into Software Maintenance and Support agreements with the Customer on the terms set out in Schedules…..to the Agreement then in the remedying of defects the Supplier shall comply with the provisions of such Software Maintenance and Support Agreements at no charge to the Customer 1.11. The provisions of this clause shall not apply to any defect in either the Equipment or the Software which is due to : 1.11.1 Any failure by the Customer to operate the Equipment or Software otherwise than in accordance with the relevant instructions  supplied by the Supplier 1.11.2.  Any unauthorised use by the Customer of the Software 15. Interference The Supplier shall ensure that in the performance of any of his work under the Agreement it does not unnecessarily interfere with the operations of the Customer, its employees or any other supplier employed by the Customer or with the Customer' systems for entry, security or data 16. Passing of Property and Risk 1. The Property in all Equipment and in the physical medium in which any of the Software is inscribed shall pass to the Customer on delivery to the Site or if payment is to be made in part prior to delivery then upon such payment subject to subclause 2 below 2. If payment is to be made prior to delivery then the Supplier shall mark the Equipment or physical medium or the relevant part as being the property of the Customer and so far as is practicable and shall set the same aside. Such marking and setting aside shall be a condition precedent to the right of the Supplier to payment. Notwithstanding the passing of property in such Equipment or physical media the same shall remain at the sole risk of the Supplier until the Acceptance Date. 17. Limitation and Exclusion of Liability 1. All conditions warranties and other terms as to quality or fitness for  purpose implied by statute, common law or otherwise are hereby  excluded, and the Supplier's liability to the Customer for the quality or fitness for purpose of the Equipment and Software shall be limited to the express obligations as to quality and fitness for purpose set out in this Agreement. 2. The Supplier shall not be liable to the Customer for any consequential  damages which arise out of or are due to any breach by the Supplier of his obligations under the Agreement and whether the same be due to the negligence of the Supplier or otherwise other than for any breach of the indemnity contained in clause 9. The Supplier shall however be liable to the Customer for any direct damages caused to or suffered by the Customer by any breach by the Supplier of his obligations under the Agreement 3. Without prejudice to Clause….(Indemnity and Insurance) and to clause…….(Patents, Design and Copyright) and to subclause  2 above the Supplier's liability arising out of or in connection with this Agreement and whether in contract tort or otherwise shall be  limited as follows: 3.1. Death or personal injury to any person - no limit 3.2. Physical damage to the property of third parties – the sum stated in the Agreement 3.3. Physical damage to the property of the Customer- the sum stated in the Agreement 3.4 Any other direct damages caused to or suffered by the Customer- the sum stated in the Agreement 3.5. Consequential damages caused to or suffered by the Customer - no liability of the Supplier other than for a breach of the indemnity under clause 18. Notices Any notice which either party is required to give to the other shall be given in or confirmed by writing and shall be sufficiently served if sent to the other party at its address specified in the Agreement either by (a) hand, (b) first class post or recorded delivery or, (c) facsimile, or (d) electronic mail transmission confirmed by registered, first class post or recorded delivery within 24 hours of transmission. 19.  Expert Determination 1. Where under the Agreement any issue is to be determined by an Expert then either party may give the other 7 days notice in writing requiring expert determination by an Expert to be agreed between the parties or nominated as referred to below 2. Within 14 days of the receipt of such notice the parties shall have agreed upon the choice of an Expert or in default of agreement either party may require an Expert to be nominated forthwith by the President for the time being of the Institute named in the Appendix to these conditions 3. The Expert shall act in accordance with such procedure as the Expert may in his sole discretion decide provided only that he shall act impartially between the parties 4. The Expert shall reach a decision within 35 days of his appointment which decision shall except in the case of fraud be final and binding upon the parties 5. The Expert shall not be liable for anything done or omitted in the  discharge of his duties as an expert unless the act or omission was done in bad faith. Exclusion of liability for consequential loss is common although few buyers in their own standard terms for purchase would offer the Supplier such an exclusion automatically, therefore the Customer may wish to modify this provision. A limit of liability for direct loss to a sum specified in the contract is common although buyers do not have to offer a Supplier the benefit of such a limit. Notice may be provided by email and indeed fax under this clause as long as it is confirmed on paper as provided in this provision. Expert Determination: This Clause is a suggestion to overcome the problem that there are Clauses under the CIPS Contract forms where the parties are required to agree on some issue e.g. Force Majeure, Training, Maintenance. Unless there is provision for a third party to decide should the parties not agree, then such a Clause is not enforceable under English law. The name of a suitable nominating body should be included e.g. the British Academy of Experts or the British Computer Society in the case of an IT Contract (as here). For telecommunications contracts an expert from the Institution of Electrical Engineers might be included in the clause instead of the British Computer Society. The period of 56 days is a maximum and the parties may want to see a shorter period included. 20. Dispute Resolution If any dispute or difference whatsoever shall arise between the parties in  connection with or arising out of the Contract, except any matter which  under the Contract is to be referred to Expert Determination, either  party may give the other 7 days notice to resolve the dispute or  difference through Alternative Dispute Resolution (ADR) in  accordance with the mediation procedure of the Centre for Dispute  Resolution. If the parties fail to agree terms of settlement of their  dispute or difference within 56 days of the receipt of such notice or the party to whom the notice was given refuses to participate in the ADR procedure then the matter shall be litigated, without prejudice to  either party's right at any time to obtain immediate interim court relief. The parties submit to the exclusive jurisdiction of the English courts in  connection with any dispute hereunder. 21. Waiver Any failure by the Customer to insist at any time upon the  Performance of any of the terms, provisions or undertakings of the  Supplier under the Agreement or to exercise any of its rights under  the Agreement shall not constitute or be construed as a waiver or   relinquishment of the Customer's rights to require the future   performance of any such term provision or undertaking but the  obligations of the Supplier with regard to the same shall continue in  full force and effect. 22. Law English law shall in all respects govern the construction, performance  23. No Third Party Rights Nothing in this Contract shall confer, nor is it intended to confer, any  enforceable right on any third party under the Contracts (Rights of  Third Parties) Act 1999 except as otherwise expressly so stated.  The Agreement provides for preliminary non-binding mediation, failing which disputes go to court. Most UK companies and their advisers agree that court litigation is cheaper than formal arbitration under the Arbitration Act. However arbitration is confidential so a considered judgment must be made in each case. If the contract does not specify arbitration then disputes go to court and it is best in any event to specify which country's courts have jurisdiction (here English courts are chosen) and in clause 20 which country's laws apply to the contract (whether arbitration or litigation arechosen). If arbitration is preferred thenthe following should be substituted:-   DISPUTE RESOLUTION ALTERNATIVE 1. If any dispute or difference whatsoever shall arise between the parties in connection with or  rising out of the Contract, except any matter which under the Contract is to be referred to  Expert  Determination, either party may give the other 7 days notice to resolve the dispute or difference through Alternative Dispute Resolution (ADR) in accordance with the mediation procedure of the Centre for Dispute Resolution. If the parties fail to agree terms of settlement of their dispute or difference within 56 days of the receipt of such notice or the party to whom the notice was given refuses to participate in the ADR procedure then the matter shall be referred to Arbitration in accordance with sub-Clause 2. 2. Subject to sub-Clause 3 below if any dispute or difference which may arise between the parties in connection with or arising out of the Contract is referred to ADR mediation, but is not so settled as specified in sub-Clause 1, then either party shall give notice to the other and such dispute or difference shall be referred to Arbitration. The parties shall agree on the appointment of a single arbitrator within 14 days after the date of such notice or in default of agreement the arbitrator shall be nominated on the application of either party by the President for the time being of the Chartered Institute of Arbitrators. The Arbitration shall be conducted in accordance with the then current Arbitration Rules as published by the Chartered Institute of Arbitrators and in accordance with the Arbitration Act 1986. 3. There are excluded from Arbitration any proceedings brought by one party against the other which arise out of the failure by that other party to comply with the provisions of any binding agreement setting out the terms upon which the dispute or difference was settled as a result of or following from the ADR mediation procedure referred to in sub- Clause 1 above." This alternative Clause provides for a two-stage process of dispute resolution. The first stage is ADR mediation under the auspices of the CEDR. If in a defined time this is not successful then the dispute is referred to arbitration under the rules of the Institute of Arbitrators. The only exception to the initial stage of ADR is if the Contract specifically provides for Expert Determination to resolve a specific issue. This is also the case with the started litigation clause in the Model Form. Sub-paragraph 3 is included to deal with the problem that if the Contract contains an arbitration Clause then all disputes must go to arbitration which would prevent one party from going to court, unless the other party agreed or did not object. Immediate reference to either the courts or arbitration is contrary to modern purchasing practice and indeed the Civil Procedure Rules 1998, so the first step should be to ADR. One view is that arbitration under the 1996 Act is more flexible and retains the advantage of privacy as opposed to the courts. It is to be preferred generally therefore to the courts. ENTIRE AGREEMENT No Clause has been included because usually an entire agreement Clause is to the benefit only of the Supplier. The purpose of such a Clause is to prevent either party from relying on statements made or documents issued pre-Contract which are not included in the Contract but which in some circumstances would be regarded in law as misrepresentations and to ensure no documents such as precontract letters, assurances, tenders, specifications etc are part of the Agreement. It is more likely in practice that such statements will be made or documents issued by the Customer in the course of trying to conclude the sale. It therefore has the effect of preventing the Customer from relying on these in any action for misrepresentation. If the Customer however wants important documents such as its statements of requirements to be part of the contract rather than relying on the absence of the entire agreement the Customer must incorporate such documents by express reference in the contract. In addition pre-contract warranties should ideally also be expressly stated in the Contract.

EQUIPMENT LICENSE AGREEMENT Agreement made on this    day of     , 2020  between  _______________________________s/o__________________residing at _______________________________________________                                                                                             herein after referred to as "the Licensor" of the one part  and ______________________________s/o _______________________________residing  at __________________________________________________________________herein after referred to as "the Licensee" of the other part, as follows: WHEREAS 1. The Licensor is the owner of the property described in the schedule written here in under herein after called as "scheduled property". 2. The Licensee is approached the Licensor with request to allow the Licensee to  temporarily to occupy and use the scheduled property for carrying on his     ___________________ business, on license basis until the Licensee getsother more suitable accommodation. 3. The Licensor has agreed to grant license to the Licensee to occupy and use the said scheduled property on the following terms and conditions agreed to between the parties hereto. NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. The Licensor hereby grants license to the Licensee to occupy and use the scheduled property for a period of ___________month from ____________. The Licensee agrees to vacate the said premises even earlier if the Licensee secures any other accommodations. 2. The Licensee shall pay to the Licensor a sum of $_________ per month as license fee or compensation to be paid in advance for each month on or before the day ________ of each month.  3. All the municipal taxes and other taxes and levies in respect of the licensed premises will be paid by the Licensor alone. 4. The electric charges and water charges for electric and water consumption in the said licensed scheduled property will be paid by the Licensee to the authorities concerned and the Licensor will not be responsible for the same.  5. Licensee will be allowed to use the licensed scheduled property.  6. The licensed scheduled property will be used only for carrying on business and for no other illegal, immoral purpose. 7. Licensed scheduled property has normal electricity fittings and fixtures. If the Licensee desires to have any additional fittings and fixtures, the Licensee may do so at his cost and in compliance with the rules. The Licensee shall remove such fittings and fixtures on the termination of the license failing which they shall be deemed to be the property of the Licensor. 8.  The licensed scheduled property is given to the Licensee on personal basis and the Licensee will not be entitled to transfer the benefit of this agreement to any body else or will not be entitled to allow any body else occupy the scheduled property or any part thereof. Nothing in this agreement shall be deemed to grant a lease or tenancy and the Licensee agrees and undertakes that no such contention shall be taken up by the Licensee at any time. 9.  The Licensee shall not be deemed to be in the exclusive occupation of the licensed scheduled property and the Licensor will have the right to enter upon the premises at any time during working hours to inspect the scheduled property. 10. The Licensee shall maintain the licensed scheduled property in good condition and will not cause any damage thereto. If any damage is causes to the scheduled property or any party thereof by the Licensee or his employees, servants or agents, the same will be made good by the Licensee at the cost of the Licensee either by rectifying the damage or by paying cash compensation as may be determined by the Licensor's Architect. 11. The Licensee shall not carry out any work of structural repairs or additions or alterations to the said scheduled property. Only such alterations or additions or not of structural type or of permanent nature may be allowed to be made by the Licensee inside the scheduled property with the previous permission of the Licensor. 12. Licensee shall not cause any nuisance or annoyance to the people in the neighbour hood or store any hazardous goods in the scheduled property. 13. If the Licensee commits a breach of any term of this agreement then notwithstandinganything herein contained the Licensor will be entitled to terminate this agreement by  _______________days prior notice to the Licensee. 14. On the expiration of the said term or period the license or earlier termination thereof, the Licensee shall hand over vacant and peaceful possession of the licensed scheduled property to the Licensor in the same condition in which the scheduled property now exists subject to normal wear and tear. The Licensee's occupation of the scheduled property after such termination will be deemed to be that of a trespasser. SCHEDULE (License under this deed) IN WITNESS WHEREOF the parties herein have affixed their respective signatures to this deed on the day, month and year first above written in the  presence of the witnesses: WITNESSES: 1. LICENSOR 2. LICENSEE Download Word Document In English. (Rs.15/-)

Download Word Document In English. (Rs.50/-) TRAVEL SERVICES AGREEMENT This Travel Services Agreement (the “Agreement”) is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Travel Service provide"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Client"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] is in the business of providing travel management and other travel agency services; WHEREAS the Client wishes to obtain such services exclusively from [YOUR COMPANY NAME] and [YOUR COMPANY NAME] wishes to be the exclusive provider thereof to the Client, subject to the terms and conditions of this Agreement; NOW THEREFORE in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: 1.1 “Agreement” shall mean this document and the annexed schedules which are incorporated herein together with any future written and executed amendments. 1.2 “Associated Staff” shall mean any officer, director, employee, agent, or student of the parties, and any other person involved in the execution of this Agreement. 1.3 “Documentation” shall mean all documents, regardless of form, relating to the Services. 1.4 “Material” shall mean any and all information and materials, relating to a party’s business, given to the other party from time to time for review, data processing, or for any other reason, and all copies thereof regardless of form or storage medium, including, but not limited to, documentation, notes, formulae, components, drawings, data, flow-charts, plans, specifications, techniques, processes, algorithms, inventions, prototypes, protocols, patent portfolio, pre-clinical and clinical studies, contracts, marketing and other financial and business plans, business processes and methods of doing business and includes all confidential and proprietary information which is at any time so designated by either party, either in writing or orally.   2. SCHEDULES 2.1 The following Schedules are attached hereto and are hereby incorporated by reference and made part of this Agreement: 2.1.1 Schedule “A” – Services 2.1.2 Schedule “B” - Fees & Payment 2.1.3 Schedule “C”- Service Level Agreement 2.1.4 Schedule “D”- Other & Risk/Reward Program Attachment 3. SUBJECT/SCOPE OF AGREEMENT 3.1 [YOUR COMPANY NAME] will provide the services described in Schedule “A”, attached hereto (the “Services”), to the Client according to the terms and conditions of this Agreement. [YOUR COMPANY NAME] will use its best efforts, skill and ability in performing the Services under this Agreement. 4. RELATIONSHIP OF THE PARTIES 4.1 As [YOUR COMPANY NAME] is undertaking to perform Services for the Client, and is doing so as an independent contractor and not as an employee, agent, partner, or joint venturer of the Client, [YOUR COMPANY NAME]’s fees will be limited to those 8stated in Schedule “B” to this Agreement. [YOUR COMPANY NAME] will not participate in any of the Client’s employee benefit plans nor receive any other compensation beyond that stated in such Schedule “B”, a copy of which has been appended hereto and initialed by the parties for identification. [YOUR COMPANY NAME] will not have any power or authority to bind the Client or to assume or create any obligation or responsibility, express or implied, on the Client’s behalf or in the Client’s name, and [YOUR COMPANY NAME] will not represent to any person or entity that [YOUR COMPANY NAME] has such power or authority. 5. [YOUR COMPANY NAME]’S STATUS 5.1 [YOUR COMPANY NAME] is an independent contractor. The Client is not responsible for verifying the existence or sufficiency of the qualifications, authorizations, permits or licenses of [YOUR COMPANY NAME] and/or [YOUR COMPANY NAME]’s employees. [COMPANY NAME] represents and warrants that [YOUR COMPANY NAME] and any employees of [YOUR COMPANY NAME] are authorized to work and are not acting and will not act during the term of this Agreement in violation of any applicable laws and the regulations thereunder or any agreement it has entered into with a third party. The parties will indemnify each other against any and all claims, damages, losses and other liabilities including, but not limited to, fines, penalties and/or attorneys’ fees incurred by the parties and/or either party’s employees or agents are not authorized to perform all or part of the Services. 6. FEES AND EXPENSES 6.1 The fees and payment for [YOUR COMPANY NAME]’s Services shall be as specified in Schedule “B”, attached hereto. 6.2 The Client shall be responsible for all travel costs and charges, including, without limitation, prepaid ticket charges, rush ticket deliveries, invoice/ticket reprints, penalties, waivers, cancellation charges, airline service fees, void processing fees and penalty fares incurred by it, as well as the cost of lost ticket applications, ticket copies and ticket usage verifications, unless same is incurred as a result of the negligence or misconduct of [YOUR COMPANY NAME]. 6.3 The Client will pay interest on any overdue accounts at a rate of [PERCENTAGE %] per annum calculated monthly from the due date to the date of payment. 7. MATERIALS AND/OR SUPPLIES 7.1 Unless otherwise expressly specified in this Agreement, the Client shall supply, at the Client’s sole expense, all materials, supplies and other resources necessary to perform the Services.  7.2 In the event that any material, supply or other resource is supplied by the Client, and unless expressly specified in this Agreement, such material, supply or other resource must be promptly returned to the Client, upon request or upon expiry or termination of this Agreement for any reason. Such material, supply or other resource must be packaged appropriately to ensure its protection upon return to the Client and be returned in good working order and in an appropriate state of repair, taking into consideration normal wear and tear during the course of the performance of the Services. Should [YOUR COMPANY NAME] fail to fulfill its obligations under this Subsection 7.2, [YOUR COMPANY NAME] shall be liable for the cost of replacement of such material, supply or other resource in the condition such equipment, tool, material, supply or other resource would have been had these obligations been fulfilled. 8. TERM 8.1 This Agreement will come into force as of the Effective Date and will expire on [DATE] (the “Initial Term”) unless extended by the parties in writing or otherwise terminated by the parties in accordance with the terms of this Agreement subject to earlier termination according to Section 9, hereof. 8.2 At the end of the Initial Term, this Agreement will be automatically renewed for successive [NUMBER] year terms (a “Renewal Term”) unless either Party provides written notice to the other Party of its desire to terminate this Agreement in accordance herewith. 9. TERMINATION 9.1 The Client shall have the right to terminate or cancel all or part of the Services contemplated by this Agreement or any request for Services on any specific task at any time by giving [YOUR COMPANY NAME] [NUMBER] days prior written notice of its intent to so terminate or cancel. If the Client desires to cancel or terminate any or all of [YOUR COMPANY NAME]’s activities, [YOUR COMPANY NAME] will assemble and turn over forthwith in an orderly fashion to authorized representatives of the Client the Material, Documentation, including drafts of all write-ups, notes, and other information, materials and deliverables related to the Services.  If the Client terminates this Agreement before the end of the Initial Term, or the Renewal Term, as the case may be, it shall pay [YOUR COMPANY NAME] only for Services satisfactorily performed and not previously paid, and any justified irrevocably obligated reasonable expenses for non-cancellable commitments, up to the effective date of termination. 9.2 In the event that [YOUR COMPANY NAME] or any of its employees, agents or sub-contractors violates any of the terms of this Agreement, including the Schedules or Attachments thereto, or if [YOUR COMPANY NAME]’s employees or agents fail to perform the Services to the Client’s satisfaction, the Client shall have the right to provide notice to [YOUR COMPANY NAME] that it is terminating this Agreement forthwith with no further obligation or liability other than for payment of any Services that have, to that date, been performed by [YOUR COMPANY NAME] to the reasonable satisfaction of the Clients. 9.3 The Client shall incur no liability, under this Agreement or otherwise for Services not satisfactorily performed and may request the immediate replacement of any of [YOUR COMPANY NAME]’s personnel.  9.4 If the Client finds [YOUR COMPANY NAME] to be uncompetitive according to general industry standards, the Client may give [YOUR COMPANY NAME] written notice thereof. If [YOUR COMPANY NAME] has not remedied the deficiency within [NUMBER] days of receipt of the notice, the Client may terminate this Agreement immediately on giving written notice to [YOUR COMPANY NAME]. 9.5 If [YOUR COMPANY NAME] is in material default of its obligations hereunder, the Client may terminate this Agreement if, [NUMBER] days after giving written notice of the default to [YOUR COMPANY NAME], the default has not been remedied or reasonable efforts have not been undertaken to remedy it. 9.6 If the performance of this Agreement or any obligation hereunder, except the payment of monies, is prevented, restricted or interfered with by reason of any cause beyond the reasonable control of the affected Party, the affected Party shall, upon immediate notice to the other Party, be excused from such performance to the extent of such prevention, restriction or interference, provided that the Party so affected shall use its best efforts to resume performance hereunder with the utmost dispatch whenever such causes are removed. If such performance cannot be resumed within [NUMBER] days after the date of notice by the affected Party, then the Client shall have the right to provide notice to [YOUR COMPANY NAME] that it is terminating this Agreement forthwith with no further obligation or liability other than for payment of any Services that have, to that date, been performed by [YOUR COMPANY NAME] to the reasonable satisfaction of the Client. 9.7 If either Party becomes bankrupt or insolvent or if a petition or other proceeding is filed by or against a Party for re-organization, arrangement or relief under any law relating to bankruptcy or insolvency, or if a receiver is appointed in respect of a Party’s property and assets or a substantial part thereof, or if a Party makes an assignment for the benefit of creditors or if proceedings are instituted for the liquidation or winding-up of the business or assets of a Party, then such acts shall be considered a default under this Agreement. In such event, the non-defaulting Party may, at its option, terminate this Agreement upon providing notice in writing to the other Party hereto. This agreement, once such notice is given, shall be terminated forthwith with no further obligation or liability other than for payment of any Services that have, to that date, been performed by [YOUR COMPANY NAME] to the reasonable satisfaction of the Client. 10. DUTIES AND OBLIGATIONS OF [YOUR COMPANY NAME] 10.1 [YOUR COMPANY NAME] shall: 10.1.1 use its best efforts to make available to the Client the lowest fares available for all arrangements requested by the Client employees and comply with the Client’s travel policies in effect from time to time; 10.1.2 use its best efforts to ensure that third party providers of airline, hotel or vehicle services or other third party goods or services suppliers, selected or used by the Client in the provision of Services to the Client hereunder, are solvent and provide high quality services; and 10.1.3 monitor compliance & report supplier compliance with the Client’s travel policies as communicated to [YOUR COMPANY NAME] from time to time. 11. DUTIES AND OBLIGATIONS OF THE CLIENT 11.1 The Client shall: 11.1.1 designate [YOUR COMPANY NAME] as the Clients exclusive supplier of Services, in all relevant internal communications; 11.1.2 not use the corporate travel services of any other provider, unless [YOUR COMPANY NAME] is unable or unwilling to provide the Services to the Client at or below competitive rates; 11.1.3 instruct all of its employees to use [YOUR COMPANY NAME] for individual/transient business travel, unless [YOUR COMPANY NAME] is unable or unwilling to provide the Services at or below competitive rates; 11.1.4 maintain and communicate a written travel policy to be used by (i) all [YOUR COMPANY NAME] employees when making travel arrangements; and (ii) all [YOUR COMPANY NAME] personnel when booking travel arrangements for the Clients employees; 11.1.5 designate a major credit card, to which [YOUR COMPANY NAME] shall charge all airline, hotel and car rental reservations & service fees in respect of authorized travel by the Clients employees; 11.1.6 consider efficient technologies made available by or through [YOUR COMPANY NAME], which may involve additional costs; and 12. CONFIDENTIALITY 12.1 The following constitutes the applicable Party’s “Confidential Information”: this Agreement together with the Schedules attached hereto; any computer software or other technical information, technology, research, design, idea, process, procedure, or improvement, or any portion or phase thereof; information relating to any of the other Party’s current or proposed products, services, methods, businesses or business plans, marketing, pricing, distribution and other business strategies; lists of, or any other information relating to, any of the other Party’s customers, suppliers, dealers, agents or employees and such Party’s relationship therewith; the Material and Documentation and any financial information relating to any of the foregoing.  All disclosures of Confidential Information by one Party to the other are made solely on a confidential basis and as trade secrets. Accordingly, each Party shall maintain the confidentiality of all Confidential Information during the Initial Term and any Renewal Term and at all times thereafter, irrespective of the manner or method in which it is terminated. 12.2 Each Party shall: 12.2.1 not disclose any Confidential Information to any person except to its employees or authorized agents who have a "need to know" to enable the Party to fulfill its obligations hereunder, except with the other Party’s specific prior written authorization; 12.2.2 advise each such employee or agent before he or she receives direct or indirect access to such Confidential Information of the obligations of the Party under this Agreement, and ensure that each such person to whom Confidential Information is thus disclosed enters or has entered or is otherwise bound by a written confidentiality agreement which extends the Party’s obligations hereunder to such person; 12.2.3 take strict precautions, at a minimum those as the Party affords its own most secret or highly confidential information, to safeguard and protect from direct or indirect disclosure to any other person all Confidential Information disclosed to it by the other Party, or otherwise received by it; and 12.2.4 immediately return to the other Party or, upon the other Party’s written request destroy, all tangible materials concerning Confidential Information, including, but not limited, to memoranda, notes, reports, agreements, documents, drawings, hardware, disks and tapes, as well as all copies or extracts thereof, whether such material was made or compiled by the receiving Party or furnished by the disclosing Party. 12.3 The foregoing obligations shall not apply to Confidential Information: (a) that becomes publicly known through no act of the receiving Party contrary to this Agreement; (b) that is received in good faith by a Party from a third party having legitimate possession of the information disclosed and the right to make such disclosure; (c) that was in the receiving Party’s legitimate possession prior to disclosure hereunder; (d) that is approved for disclosure by express written approval of the disclosing Party; or (e) that is disclosed pursuant to a legal requirement. 12.4 Neither Party shall disclose the existence or the contents of this Agreement to any third party or use it for publicity purposes without the prior written consent of the other, unless such disclosure is required by law. [YOUR COMPANY NAME] has the Client’s consent to use its name in serial listings of [YOUR COMPANY NAME]’s Clients. Specific written authorization must be obtained from the Client to use its name for any other purpose. 12.5 The parties acknowledge that certain personal information of the Client’s employees (and any other persons associated with the Client who will be travelling pursuant to the Services being provided herein) will be collected, held and used by [YOUR COMPANY NAME] for the purposes of providing the Services. The Client confirms that it has obtained or will obtain the consent of such employees and persons for the collection, holding and use of such personal information by [YOUR COMPANY NAME] for the purpose of enabling [YOUR COMPANY NAME] to provide the Services. [YOUR COMPANY NAME] shall take all appropriate technical and organizational measures to prevent unauthorized or unlawful processing, unwarranted disclosure, or accidental loss, destruction of, or damage to, such personal information. 13. LIMITATION OF LIABILITY 13.1 [YOUR COMPANY NAME], in providing Services pursuant to this Agreement, shall not be responsible or liable for any acts, errors, omissions, delays, missed connections, accidents, losses, injuries, deaths, property damage, or any indirect or consequential damages resulting therefrom, which may be the result of action, inaction, default or insolvency of any airline, hotel, car supplier, other third party goods or service suppliers except in the case of negligence or misconduct by [YOUR COMPANY NAME]. [YOUR COMPANY NAME] does not give any representation or warranty with respect to any aspect of any third party supplier’s services. In the event of a supplier’s default with respect to all or any part of such supplier’s services, The Client’s sole recourse shall be with the supplier, and shall be subject to said supplier’s own terms and conditions. 13.2 In no event and under no circumstances shall either Party be liable for any indirect, incidental, consequential or special damages, including, without limitation, loss of revenue or loss of profits, for any reason whatsoever arising under this Agreement, whether arising out of breach of warranty, breach of condition, breach of contract, tort, civil liability or otherwise. 13.3 In all events, [YOUR COMPANY NAME]’s absolute liability under, or in any way related to this Agreement, whether arising out of breach of warranty, breach of condition, breach of contract, tort or otherwise, shall be limited to the dollar value of the fees earned by [YOUR COMPANY NAME] under this Agreement, as provided in Schedule B, attached hereto.  13.4 [YOUR COMPANY NAME]’s liability for negligence, breach of this Agreement or any other claim in damages and losses shall not exceed the total amount owed to the Client by [YOUR COMPANY NAME] under this Agreement at the time of the breach. 14. REPRESENTATIONS AND WARRANTIES 14.1 Each party hereby represents and warrants to that:  14.1.1 Each party has all required capacity and corporate authorization to enter into this Agreement and be bound by the obligations provided hereunder; 14.1.2 the execution of this Agreement by [YOUR COMPANY NAME] and the performance of its obligations hereunder will not constitute a violation or breach of any obligation of any agreement between [YOUR COMPANY NAME] and any third party or a violation of [YOUR COMPANY NAME]’s legal obligations; and 14.1.3 [YOUR COMPANY NAME] holds sufficient rights to use all materials, supplies or resources used in the performance of the Services under this Agreement, free and clear of any encumbrances. 15. INSURANCE AND INDEMNIFICATION 15.1 During the term of this Agreement, [YOUR COMPANY NAME] shall procure and maintain comprehensive general liability insurance, which shall include blanket broad form contractual liability coverage, with limits of not less than [AMOUNT IN LETTERS] ([AMOUNT]) per occurrence for bodily injury and property damage, combined single limit. [YOUR COMPANY NAME] shall also procure and maintain worker’s compensation insurance in accordance with relevant provincial/state statutory limits, employer’s liability insurance with a limit of not less than [AMOUNT IN LETTERS] ([AMOUNT]) per occurrence,  automobile liability insurance covering all owned, hired and non-owned automobile equipment with limits of not less than [AMOUNT IN LETTERS] ([AMOUNT]) per occurrence for bodily injury and property damage, combined single limit, professional liability insurance (errors & omissions) with a limit of not less than [AMOUNT IN LETTERS] ([AMOUNT]) annual aggregate and excess liability  15.2 or umbrella insurance with a limit of not less than [AMOUNT IN LETTERS] ([AMOUNT]) annual aggregate. [YOUR COMPANY NAME] shall, at the Client’s request, provide [COMPANY NAME] with certificate(s) of insurance evidencing any such coverage described in this Subsection. The Client shall require all of [YOUR COMPANY NAME]’s subcontractors retained in connection with this Agreement, if any, to provide the aforementioned coverage as well as any other coverage the Client may consider necessary. 15.3 The Client will indemnify, defend and hold harmless [YOUR COMPANY NAME] and its affiliates, and their employees, directors, officers, agents and contractors, against and from any losses, claims, proceedings or investigations arising out of or in connection with a breach of this Agreement by [YOUR COMPANY NAME], including, without limitation, attorney fees, amounts paid in settlement of claims, proceedings or investigations, except to the extent that such claim is due to the negligence or willful misconduct of [YOUR COMPANY NAME]. 15.4 [YOUR COMPANY NAME] shall be solely responsible for any personal injury or property damage or loss suffered by it or its employees or agents in the course of carrying out any duties under this Agreement. The Client shall not obtain any workers’ compensation or insurance concerning [YOUR COMPANY NAME] or any of its employees or Associated Staff. [YOUR COMPANY NAME] shall comply with workers’ compensation laws and where applicable shall provide the Client with a certificate of workers’ compensation insurance. 15.5 Without restricting the generality of anything contained herein, [YOUR COMPANY NAME] warrants that its Associated Staff and those of its sub-contractors and any other parties over which it may exercise control, will, in the performance of the Services described herein, strictly adhere to all applicable federal, provincial, municipal and local law and regulations including, but not necessarily limited to, those pertaining to the environment and health and safety as well as to [YOUR COMPANY NAME]’s internal rules and policies. In the event of any breach of this warranty, the Client will indemnify, defend and hold harmless [YOUR COMPANY NAME] and its affiliates, and their employees, directors, officers, agents and contractors, from any claims, losses, damages, awards, judgments or prejudices (including attorney fees), which may be sustained as a result of any such breach.  16. VERIFICATION 16.1 In order to verify [YOUR COMPANY NAME]’s compliance with its obligations hereunder, at any time or from time to time during [YOUR COMPANY NAME]’s performance of Services, the Client or a representative designated by it and reasonably acceptable to [YOUR COMPANY NAME], or regulatory agents, may, upon reasonable notice, inspect and test the manner in which the Services are being performed. Such rights of inspection shall include visiting sites at which [YOUR COMPANY NAME] performs the Services, auditing selected records and databases containing data of the Client, observing the performance of the Services or selected components thereof, and interviewing [YOUR COMPANY NAME] personnel familiar with, or responsible for, performing the Services. [YOUR COMPANY NAME] shall cooperate with the Client personnel or representatives in such inspections, and shall ensure that appropriate staff, computing and other resources are available as required in the course of such inspections. 17. NOTICE 17.1 Any notice provided for or permitted in this Agreement shall be in writing and will be deemed to have been given [NUMBER] days after having been mailed, postage pre-paid, by certified or registered mail or by recognized overnight delivery services, except in the case of a postal or other strike affecting the service used whereupon notice will be deemed to have been given [NUMBER] days after normal service resumes. 17.2 Where personal service is made or where delivery is made by facsimile and a receipt thereof has been retained, any notice provided for or permitted in this Agreement will be deemed to have been given when received by the intended recipient. The intended recipient must be an individual whose personal name appears on the address set out in the notice. 17.3 Addressing and delivery is to be made as follows: 17.3.1 If to: [YOUR COMPANY NAME]: [YOUR COMPANY NAME] [YOUR COMPLETE ADDRESS] Attention: [INDIVIDUAL NAME] [TITLE] Fax: [YOUR FAX NUMBER]  17.3.2 If to : the Client [COMPANY NAME] [FULL ADDRESS] Attention: [INDIVIDUAL NAME] [TITLE] AND [TITLE] Fax: [FAX NUMBER]  as the case may be. 17.4 The parties may communicate other addresses where notice must be sent to from time to time. Such communication shall be in writing and shall have the effect of replacing the address under Subsection 17.3. No change of address effected under this section shall in any way affect the operation of any term, other than the delivery address of Subsection 17.3, in this Agreement. 18. REMEDIES 18.1 [YOUR COMPANY NAME] acknowledges that any violation of the terms of this Agreement would result in damages to [YOUR COMPANY NAME] which could not be adequately compensated by monetary award alone. In the event of any violation by [YOUR COMPANY NAME] of the terms of this Agreement, including, without limitation, of the Client’s proprietary rights and ownership, and confidentiality provisions, and in addition to all other remedies available at law and at equity, the Client shall be entitled as a matter of right to apply to a court of competent equitable jurisdiction for relief, waiver, restraining order, injunction, decree or other remedy as may be appropriate to ensure compliance of [YOUR COMPANY NAME] with the terms of this Agreement.   19. GENERAL PROVISIONS 19.1 Entire Agreement & Amendments This Agreement together with the Schedules hereto constitutes the entire agreement and understanding between the parties relating to the subject matter hereof, and supersedes all other agreements, oral or written, made between the parties with respect to such subject matter. Except as provided herein, this Agreement may not be amended or modified in any way except by a written instrument signed by both Parties. 19.2 Assignment Neither Party shall assign this Agreement or any of its rights or obligations hereunder without prior written consent of the other Party, which consent may be withheld at the other Party’s discretion. 19.3 Incorporated by Reference The Preamble and all Attachments, Schedules and Exhibits attached hereto are hereby incorporated by reference and made a part of this Agreement.  19.4 Applicable law This Agreement shall be governed by and interpreted in accordance with the laws of the [State/Province] of [STATE/PROVINCE], without reference to its conflict of law provisions, and the laws of [COUNTRY] applicable therein. All disputes arising under this Agreement will be referred to the courts of the [State/Province] of [STATE/PROVINCE] which will have jurisdiction, and each Party hereto irrevocably submits to the jurisdiction of such courts. 19.5 Currency All references to monetary amounts in this Agreement shall be to [COUNTRY] currency.   19.6 Non-solicitation Unless given prior written consent by the parties, which consent may require a payment to the party, each Party agrees that it will not, during the Initial Term, knowingly solicit or hire any employee of the other Party who is directly involved in providing the Services herein. 19.7 Survival Sections 9, 12, 13, 14, 15, 17 and 18 and Subsections 19.6 and 19.7 and will survive the expiration or termination of this Agreement. 19.8 Absence of presumption No presumption shall operate in favor of or against any Party hereto as a result of any responsibility that any Party may have had for drafting this Agreement. 19.9 Language clause It is hereby agreed that both parties specifically require that this Agreement and any notices, consents, authorizations, communications and approvals be drawn up in the English language. 19.10 Interpretation The headings and section numbers appearing in this Agreement or any Schedule attached hereto are inserted for convenience of reference only and shall not in any way affect the construction or interpretation of this Agreement. For the purposes of this Agreement a “day” means any day other than a Saturday, Sunday or other day on which [YOUR COMPANY NAME] is not open for business during its regular business hours at its head office in [STATE/PROVINCE]. 19.11 Severability If for any reason whatsoever, any term or condition of this Agreement or the application thereof to any Party or circumstance is, to any extent, invalid or unenforceable, all other terms and conditions of this Agreement and/or the application of such terms and conditions to the parties or circumstances shall not be affected thereby and shall be separately valid and enforceable to the fullest extent permitted by law. 19.12 Force Majeure In the event that any Party hereto is delayed or hindered in the performance of any act required herein by reason of strike, inability to procure materials, failure of power, restrictive governmental law or regulations, riots, insurrection, war or other reasons of a like nature not the fault of such Party, then performance of such act shall be excused for the period of the delay and the period of performance of any such act shall be extended for a period equivalent to the period of such delay, up to a maximum of [NUMBER IN LETTERS] ([NUMBER]) months. The provisions of this Force Majeure clause shall not operate to excuse any Party from the payment of any fee or other payment when due. 19.13 Waiver No waiver by either Party of any obligation, restriction or remedy under this Agreement shall be valid unless by specific written instrument. No acceptance by a Party of any payment by another Party and no failure, refusal or neglect of any Party to exercise any right under this Agreement or to insist upon full compliance by the other Party with its obligations hereunder, shall constitute a waiver of any other provision of this Agreement or any further or subsequent non-compliance with the same or any other provision. 19.14 Further Assurances Each of the parties hereto hereby covenants and agrees to execute and deliver such further and other agreements, assurances, undertakings, acknowledgments or documents, and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part hereof. 19.15 Binding Nature This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective (as applicable) successors and assigns. 19.16 Time of the Essence Subject to section 19.13 hereof, time shall be of the essence of this Agreement and of each and every part hereof. 19.17 Counterparts This Agreement may be signed in counterparts, and by use of facsimile signatures, each of which when signed and delivered shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above. FIRST PARTY SECOND PARTY Authorized Signature Authorized Signature Print Name and Title Print Name and Title     SCHEDULE A SERVICES SERVICES [YOUR COMPANY NAME] RESPONSIBILITIES Services will include: • Issuance and delivery of all travel tickets and itineraries on a timely basis; • Providing on each itinerary a comprehensive outline of all airline, hotel and car rental reservations and relevant information pertaining to specific destinations including cancellation policies, emergency service telephone numbers, etc; • Cancelling, changing or rescheduling reservations; • Reserving, when requested by the Client, particular hotels in accordance with the Client’s program and obtaining [YOUR COMPANY NAME]’s negotiated commercial rate or the lowest rate available for such hotels; • Investigating or responding to queries initiated by the traveler relative to their travel arrangements, fares and itinerary; • Supporting the Client’s travel policies as provided to [YOUR COMPANY NAME] with respect to class of service, supplier programs, etc; and • Conducting quarterly business reviews. “Services” also includes a standard allocation of the following specialty services: • International Desk; • Executive Desk; • emergency service; • Quality Assurance; • FareLink Automated Fare checking programmed; • Customer Query Services; and • [YOUR COMPANY NAME] Service Plus – extended hours service. Other ad hoc services are available to the Client subject to applicable service fees, such as, but not limited to, theatre tickets, dinner reservations, frequent flyer reservations, baggage claim and internet site search. Standard Corporate Consulting Services (based on financial program Schedule B) include: • [YOUR COMPANY NAME] Hotel Programmer; • [YOUR COMPANY NAME] Car Programmer, standard Limousine applies; • Annual business reviews/action plans/cost savings performance/measurement of preferred supplier programs/education; • Management Information Reports (standard package); • Industry Information/industry updates; • Annual survey; • Annual Financial review; and • Annual business plan for travel management program development including: Supplier management, Spend management, Compliance management, Process management, Knowledge management, Global Management & Service management. A total of [NUMBER] hours of Consulting Services is allocated to the Client per year. Consulting Services beyond the scope indicated above are available at an hourly rate of [AMOUNT] upon signed approval (additional resources to be negotiated). Unless otherwise negotiated, project rates are at [YOUR COMPANY NAME]’s standard rates for similar projects.     SCHEDULE B FEES & PAYMENT Based on the Client’s estimated mix of business and estimated annual net airline expenditure of approximately [AMOUNT] with an average ticket price of [AMOUNT] and, [YOUR COMPANY NAME] will provide the following fee-based program for corporate travel services provided by [YOUR COMPANY NAME]. Estimated Commission Revenue Airline  [AMOUNT]  Hotel  [AMOUNT ]  Car  [AMOUNT]   Total Commission Revenue [AMOUNT]  Minus: [YOUR COMPANY NAME] Transaction fee: = [AMOUNT] / transaction Nb. of transactions [AMOUNT]  Notes: 1. This program requires that all airline, hotel and car rental reservations be processed by [YOUR COMPANY NAME] and are paid using an approved credit card. 2. This program is based on projected volumes and travel data provided by the Client and is based on existing average airline ticket prices, class of service, current travel industry wide commission program and existing supplier deals, if any. The following will have a direct impact on this financial program and [YOUR COMPANY NAME] reserves the right to make adjustments, provided the Client agrees in writing to such adjustments: (a) if volume and travel pattern assumptions prove inaccurate; (b) actual average ticket price varies from estimate [PERCENTAGE %]; (c) industry commission structures are changed so as to reduce [YOUR COMPANY NAME]’s commission earned; (d) existence of any negotiated supplier (air, hotel, car etc.) deals not communicated at the time of contract or not included in assumptions. 3. [YOUR COMPANY NAME] guarantees to offer the lowest applicable airfare, hotel and car rental rates or pay the difference to the higher fare paid.  4. This program is based on [YOUR COMPANY NAME] being the Client’s exclusive travel supplier for all corporate travel services. 5. Groups, meetings and incentives activity will be excluded from the above financial review. Fees associated with such activity will be determined on a case-by-case basis.     SCHEDULE C SERVICE LEVEL AGREEMENT (a) Transaction Fees: Transaction fee in the amount of [AMOUNT] will be levied and processed via the form of payment used at the time of the transaction.  (b) Reimbursable Transaction Fees: The excess of transaction fees collected on the tickets issued less any outstanding monies owed by the Client to [YOUR COMPANY NAME] will be returned to the Client. (c) Base Airline Commissions: Base commissions earned by [YOUR COMPANY NAME] are standardized by the carriers across the industry and will be calculated and returned under this agreement.  (d) Override Airline Commissions: Override commissions are earned on aggregate volumes on [YOUR COMPANY NAME]’s preferred carriers. Therefore, those volumes directly increasing [YOUR COMPANY NAME]’s standard measurement with respect to both volume and/or market share targets under [YOUR COMPANY NAME]’s confidential agreements with preferred carriers will be deemed to be contributing to [YOUR COMPANY NAME]’s override commissions and these commissions calculated in such a manner will be returned under this agreement. (e) Hotel & Car Commissions: Hotel commissions are earned and paid at the industry standard rate, currently [PERCENTAGE %] of actual volume booked via the Client. The determination of commissionable volume takes into account the number of room nights booked, the average cost per night, deduction of any net programs in place and collectibility of [PERCENTAGE %]. Collectibility takes into account issues such as bad debts, multiple bookings, no shows and cancellations. Car commissions are similar to hotel commissions noted above except that the standard commission rates paid by each of the top chains vary between [PERCENTAGE %] to [PERCENTAGE %] The determination of commissionable volume takes into account the number of car days booked, the average cost per day, deduction of any net programs in place and collectibility of [PERCENTAGE %].  [YOUR COMPANY NAME] is transitioning to include hotel and car commission pay-out based on actual commissions collected for the [YOUR COMPANY NAME]’s volume per third party collection agencies reporting.     SCHEDULE D  OTHER RISK/REWARD PROGRAM 1. Guaranteed Savings Consolidated savings (based on volume of [AMOUNT]) – air / hotel / car / technology  =   [AMOUNT].  2. Signing Bonus Based on [COMPANY NAME] annual airline volume projected at [AMOUNT, [YOUR COMPANY NAME] will offer a signing bonus of [AMOUNT] for a [NUMBER]-year contract. 3. Call Centre The Client agrees to be serviced by the [YOUR COMPANY NAME] call centre in [SPECIFY]. If [YOUR COMPANY NAME] wishes to move the call centre to another location, the Client has the right to re-evaluate its transaction fee.

NOC Letter Format for Department Change Date: _______________ Ref No. _____________ To Whomsoever It May Concern This NOC is to verify that Mr ______________(employee name) has been serving our institution since _____ years as a ____________(degeneration). Now he has completed his MBA in human Resource and, he would like to join Human Resource Department because its his field of study. Human Resource department is seeking a person for recruitment. This letter shows that we have complete  no objection  upon change the department. Mr _________________ is very hard-working employee and can perform their duties in Human Resource department. We wish him good luck for future. Yours Sincerely, (Sign & Stamp) Line Manager, Company Name Download Word Document In English. (Rs.5/-)