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  • PUBLISHING AGREEMENT

    PUBLISHING AGREEMENT Download Word Document In English. (Rs.40/-) THIS AGREEMENT (hereinafter called the Agreement) is made this ____ day of ___________, 20    , between (hereinafter called the “Publisher”) and  (hereinafter called the “Author,” which term shall be deemed to include the Author's executor, devisees, heirs, and literary assigns). WHEREAS, the Author desires the Publisher to publish the Author’s work titled  , (hereinafter called the “Work”), and Publisher desires to publish the Work; NOW THEREFORE in consideration of the promises hereinafter set forth and for valuable consideration, receipt whereof is acknowledged, the parties agree as follows: 1. Grant of Publishing Rights A. The Author hereby grants and assigns to the Publisher, its successors, representatives, and assigns, the sole and exclusive right to publish (i.e., print, publish, and sell) the Work in the English language in all forms in the United States of America, its territories and dependencies, and Canada, during the full term of copyright and any renewals and extensions thereof, except as provided herein. B. The Publisher shall have the sole and exclusive right to publish or to license the Work for publication in the English language or in any other language in the United Kingdom and in any other foreign country, except as provided herein. C. The Author shall execute and deliver to the Publisher any and all documents which the Publisher reasonably deems necessary or appropriate to evidence or effectuate the rights granted in this Agreement. D. If, at any time during the effective term of this Agreement, a claim shall arise for infringement or unfair competition as to any of the rights which are the subject of this Agreement, the parties may proceed jointly or separately to prosecute an action based on such claims. If the parties proceed jointly, the expenses (including attorneys’ fees) and recovery, if any, shall be shared equally by the parties. If the parties do not proceed jointly, each party shall have the right to proceed separately, and if so, such party shall bear the costs of litigation and shall own and retain any and all recovery resulting from such litigation. If the party proceeding separately does not hold the record title of the copyright at issue, the other party hereby consents that the action be brought in his, her or its name. Notwithstanding the foregoing, the Publisher has no obligation to initiate litigation on such claims, and shall not be liable for any failure to do so. E. Nothing contained in this Clause shall be construed as limiting, modifying or otherwise affecting any of the rights granted to the Publisher under this Agreement. 2. Copyright Copyright of the Work, if not heretofore registered, shall be registered by the Publisher, upon first publication, in a timely manner in the name of the Author, in the United States and in such other countries as the Publisher deems feasible or desirable, and the proper copyright notice or notices necessary to protect copyright to and in any work shall be printed on the reverse side of the title page or in another appropriate place, in every copy thereof, in the name of the Author. The Publisher shall also have the right to effect any renewals of copyright provided by law and the right to any assistance from the Author or Author’s heirs, successors, or assigns, essential thereto. 3. Author's Warranties and Indemnity A. The Author warrants to the Publisher and its licensees that she is the sole Author and proprietor of the Work; that the Work has not heretofore been published in book form; that she is the owner of all the rights granted to the Publisher, and has full power to enter into this agreement, and that said rights are not subject to any proper agreement, lien, or other claim or rights which may interfere with the rights herein granted; that the Work is original and not in the public domain; that it does not violate the right of privacy of any person; that it contains no libelous, obscene, or other unlawful matter; and that it does not infringe upon the copyright or violate any other right of any person or party. The Author agrees to hold the Publisher harmless against any damages, including attorney's fees, finally sustained in any suit involving the Publisher or its licensees by reason of a violation of any of these warranties. B. If any such suit is instituted, the Publisher shall promptly notify the Author and may withhold payments due to the Author under this Agreement, until such suit has been settled or withdrawn. If a final adverse judgment is rendered and is not discharged by the Author, the Publisher may apply the payments so withheld to the satisfaction of such judgment. The Author undertakes for herself, her successors and assigns, to execute at any time, on request of the Publisher, any document or documents to confirm or continue any of the rights defined herein, and to take all proceedings necessary to enforce copyright in the United States and elsewhere. C. If the Author unreasonably disapproves of any out-of-court settlement recommended by the Publisher and the claim or suit proceeds to trial, the Author shall be liable for all the Publisher's fees, costs, damages, and expenses connected with such trial regardless of outcome. The Publisher shall have the right to reasonably extend the benefit of the indemnities to any person, firm, or corporation at any time, and the Author shall be liable thereon as if Author's warranties were originally made to such person, firm, or corporation. D. The provisions of this Section 3 shall survive the termination of this Agreement. 4. Delivery of New Work Manuscript A. The Author agrees to deliver to the Publisher one (1) copy of the final manuscript of the Work, in content and form satisfactory to the Publisher, on or before _____________________, 20 , (hereinafter referred to as the “Initial Delivery Date”), in proper shape for the press. The Author agrees that one (1) additional copy shall be delivered on floppy disks, formatted to be compatible with Microsoft Word, Version . The Author agrees to make and keep at least one (1) complete copy of the manuscript and such disk. Failure to deliver in all respects as defined herein shall be just cause for the Publisher to terminate this agreement. B. The Author shall deliver to the Publisher, not later than the Initial Delivery Date unless otherwise designated by the Publisher, each of the following materials: i) The Author shall deliver to the Publisher, at the Author’s sole expense, written authorizations and permissions for the use of any copyrighted or other proprietary materials (including but not limited to art and illustrations) owned by any third party which appear in the Work and written releases or consents by any person or entity described, quoted or depicted in the Work (hereinafter collectively called the “Permissions”). If the Author does not deliver the Permissions, the Publisher shall have the right, but not the obligation, to obtain such Permissions on its own initiative, and the Author shall reimburse the Publisher for all expenses incurred by the Publisher in obtaining such Permissions. ii) The Author acknowledges and confirms that the Publisher shall have no liability of any kind for the loss or destruction of the Manuscript or any other documents or materials provided by the Author to the Publisher, and agrees to make and maintain copies of all such documents and materials for use in the event of such loss or destruction. C. If the Publisher, in its sole discretion, reasonably deems the Manuscript, and/or any other materials delivered by the Author to be unacceptable in form and substance, then the Publisher shall promptly advise the Author by written notice, and the Author shall cure any defects and generally revise and correct the Manuscript and/or other materials to the reasonable satisfaction of the Publisher, and deliver fully revised and corrected Manuscript and/or other materials promptly after receipt of the Publisher’s notice. D. If the Author fails to deliver the Manuscript or other materials required under this Agreement, and/or any revisions and corrections thereof as requested by the Publisher, on the dates reasonably designated by the Publisher, or if the Author fails to do so in a form and substance reasonably satisfactory to the Publisher, then the Publisher shall have the right to terminate this Agreement by so informing the Author by letter sent by certified mail, return receipt requested, to the address of the Author set forth herein. Upon termination by the Publisher, the Author shall, without prejudice to any other right or remedy of the Publisher, immediately repay the Publisher any sums previously paid to the Author, and upon such repayment, all rights granted to the Publisher under this Agreement shall revert to the Author. 5. Author Changes to the Work The Publisher agrees to allow the Author to makes changes in the Work, at the final proof stage, costing up to an amount of Two Hundred Fifty dollars ($250), other than for corrections of compositor's errors. Should the cost of such alterations exceed this sum, the balance will be charged to the Author's royalty account, provided, also, however, that the Publisher shall promptly furnish to the Author an itemized statement of such additional expenses, and shall make available the corrected proofs for inspection by the Author. The Author agrees to correct and return, no later than ten (10) days after the receipt thereof, proofs provided by the Publisher. The Author agrees to deliver to the Publisher final revised copy satisfactory to the Publisher in content and form. 6. Style, Price, Promotion, Distribution A. After consultation with the Author, the Publisher shall have the right, but not the obligation, to publish and re-publish the Work at its own expense in such format and style, cover or covers, manner, and advertisement, and at such price, as it deems suitable except that the initial publication shall be with a title and price agreed to by the parties in writing. B. If the Publisher wishes to make editorial changes or deletions in the Work manuscript, it shall consult with the Author prior to publication about these changes, and if the Author and Publisher cannot agree on the changes or deletions, the issues at question shall be decided upon by a mutually chosen third party. The Publisher reserves the right to reject the Work for any reason, up until , 20 , with written notice to the Author. C. The Publisher agrees to publish the Work within eighteen (18) months from the date of this contract. In case of delays from causes beyond the control of the Publisher, or in case the Author fails to return proofs within ten (10) days after they have been delivered to her, the period shall be extended to cover such delays. Should the Publisher fail to publish the Work before the expiration of said period, except as provided herein, its failure to do so shall be deemed cause for the Author, if he so desires, to terminate this Agreement. 7. Advertising and Promotion A. The Publisher shall have the right to use, and to license others to use, the Author’s name, image, likeness and biographical material for advertising, promotion, and other exploitation of the Work and the other rights granted under this Agreement provided the Publisher has obtained the Author’s approval which shall not be unreasonably withheld to said use and exploitation. B. The Publisher shall have the right to determine the time, place, method and manner of advertising, promotion and other exploitation of the Work provided the Publisher has consulted with the Author, and provided that for any exploitation requiring the Author’s presence the Author’s approval, which shall not be unreasonably withheld, shall be obtained. 8. Subsidiary Rights Additional rights which the Author grants to the Publisher in the languages and within the territories specified above are: • Reprint of the entire Work and of selections and shortened versions in anthologies and other volumes; • first serial rights and reprint of selections and shortened versions in any magazine or newspaper; • second serial rights and reprint of selections and shortened versions in any magazine or newspaper (provided these rights have not been retained by the purchaser of the first serial rights); • recording and photographic reproduction of all or part of the text; dramatic (stage, radio, television, motion picture) commercial visual and/or sound presentation, reproduction, recording; • developing or licensing for use in all other mechanical or electronic visual and sound reproducing rights of the Work now known or later invented; and • reproduction of the text for the physically handicapped. All sums accruing from the sale of the above rights or materials produced under those rights shall be divided so that the Author receives fifty percent (50%) of the net amount received. The Publisher shall have the sole right to negotiate and sign contracts, in regard to these rights, provided it has consulted with the Author. The Publisher may publish or permit others to publish, free of charge, such brief selections as it thinks proper to benefit the sale of the Work. 9. Reserved Rights All rights in the Work now existing or which may hereafter come into existence, except those hereby specifically granted to the Publisher are reserved to and by the Author for Author’s use. 10. Revision If at any time while this Agreement continues in force the Publisher deems the publication of a new edition or revision of the Work desirable, it shall notify the Author, by letter. If the Author is able and wishes to undertake the preparation of such a new edition, or revision, he shall so inform the Publisher in writing within thirty (30) days of receipt of said notice. Such new edition or revision, if undertaken by the Author, shall contain such material as the Publisher and the Author agree to be appropriate thereto, and the date of delivery of the manuscript thereof shall also be established by mutual written agreement. 11. Competing Works The Author agrees that during the existence of this Agreement, Author will not prepare or cause to be prepared or published in Author’s name or otherwise, any work that shall interfere with or injure the sale or distribution of the Work herein specified. 12. Force Majeure The failure of the Publisher to publish or republish any of the Work shall not be deemed to be a violation of this Agreement or give rise to any right of termination or reversion if such failure is caused by restrictions of government agencies, labor disputes, or inability to obtain the materials necessary for its manufacture, or occurs for any other reason beyond the Publisher's control; and in the event of delay from any such cause, the publication date or reissue may be postponed accordingly. 13. Royalties The Author shall receive a ____________advance on royalties consisting of Dollars on  , 20__; Dollars upon Publisher's acceptance of the manuscript, and Dollars upon the book's actual publication date. Royalties shall be paid to the Author as follows: A. A royalty of six percent (____%) of the Publisher's net revenues for hardcover copies sold of the Work, up to and including 10,000 copies; ____ percent (___%) on hardcover copies sold of the Work, from 10,001 to 25,000 copies, and percent (___%) on hardcover copies sold of the Work, from 25,001 to 50,000 copies, and _____ percent (__%) on all copies sold thereafter. All royalties above shall be reduced by one percent (1%) for any paperback editions sold. There shall be no deduction for cash discounts or bad debts, except as provided below: B. A royalty of [half of the beginning royalty in A above] percent (___%) of the amount of the Publisher's net revenues for the net copies of the Work (less returns, but with no deduction of cash discounts or bad debts), on copies, either bound or unbound, sold as premiums, or otherwise in quantities to organizations outside the regular bookselling channels, provided such sales are made at a discount of sixty percent (60%) or more from the catalog retail price; C. A royalty of [half of the beginning royalty in A, above] percent (___%) of the amount of the Publisher's net revenues for net copies sold of any edition of the Work (less returns, but with no deduction for cash discounts or bad debts), on copies of overstock which the Publisher, after one (1) year from the date of first publication, deems it expedient to sell at remainder prices, i.e., at a discount of seventy percent (70%) or more from the catalog retail price, except when these are sold at or below cost, in which case no royalty shall be paid; D. Fifty percent (50%) of Publisher's net revenues accruing to the Publisher from the ceding by it to an English, Canadian, or other foreign publisher of the right to publish the said Work on a royalty basis or for an outright sum, in the English language or in any other language; E. Fifty percent (50%) of all royalties accruing to the Publisher from the sale to recognized book clubs of the right to publish an edition or editions of the Work for distribution to members; F. Fifty percent (50%) of all royalties accruing to the Publisher from the sale to another publisher of the right to publish a cheap edition or editions of the Work in the languages and within the territories specified in Clause 1A and 1B above. No cheap edition may be published earlier than one (1) year from the date of the original publication, except with the consent of the Author; G. “Net copies sold” as used in this Agreement, means the sale less returns of any and all copies sold by the Publisher through conventional channels of distribution in the book trade, and does not include promotional and review copies, or copies for which a royalty rate is otherwise set forth in this Agreement. “Edition” as used in this Agreement, refers to the Work as published in any particular content, length, and format. If the Work is materially revised or redesigned in any manner, or expanded in length or content, then the Work as revised shall be considered a new “Edition” for purposes of this Section. “Net revenues,” as used in this Agreement, refers to funds received by the Publisher, for the sale of copies of the Work, net of returns, after deduction of shipping, customs, insurance, currency exchange discounts, and costs of collection. 14. Statements & Payments A. The Publisher agrees to render semi-annual statements of account in duplicate and to make payments on or before April first and October first of each year covering sales (less returns) to the preceding January first and July first respectively. B. In making accountings as provided in this Clause 14, the Publisher shall have the right to allow for a reasonable reserve against returns, not to exceed twenty percent (20%) of the amount due in each accounting period. Any reserve against returns withheld in an accounting period will be paid to the Author in the subsequent accounting period. C. All other royalties or other sums accruing to the Author in accordance with the provisions of this agreement shall be reported as of the accounting periods in which the Publisher receives them. D. Whenever the Author has received an overpayment of monies under the terms of this agreement, the Publisher may deduct the amount of this overpayment from any sums that may accrue to the Author from any agreement with the Publisher. E. The Publisher agrees to give to the Author on publication ten (10) copies of the Work and to sell to Author further copies for Author’s personal use, not for resale, at a discount of forty percent (40%) from the catalogue retail price. F. If the Author places an order with the Publisher for 100 or more copies of the Work in advance of the first printing of the Work for Author’s personal use, then the Publisher will sell Author these copies at a non-returnable discount of fifty percent (50%) from the catalog retail price. The Author will be billed for these copies, payable upon of Author’s receipt of them. 15. Termination & Reversion of Rights A. If at any time after the expiration of two (2) years from the date of first publication the Publisher shall determine that there are not sufficient sales of the Work to enable it to continue its publication and sale profitably, it shall be privileged to dispose of the copies remaining on hand as it deems best, subject to the provisions with regard to royalty set forth in Clause 13 of this agreement, provided that the Publisher first notifies the Author in writing addressed to Author’s last known address and offers to Author an opportunity to purchase said copies at the Publisher's cost of paper, printing and binding of said copies. B. If the Work is out of print in the United States of America and if within ninety (90) days of written demand upon the Publisher by the Author, the Publisher does not agree to bring out a new printing within one (1) year, then upon repayment of any overpayment of royalties or other sums due the Publisher this agreement shall terminate without further notice. The Work shall be considered in print if it is on sale by the Publisher or under license granted by the Publisher as provided herein, or if any contract for its publication, granted by the Publisher, is outstanding. In case of delays from causes beyond the control of the Publisher, the period shall be extended to cover such delays. C. In the event of bankruptcy or liquidation of the Publisher for any cause whatsoever, the rights of publication shall revert to the Author upon payment of fair market value to be determined by agreement or arbitration. Thereafter this agreement shall thereupon terminate without notice. D. In the event of termination of this agreement, the rights herein granted to the Publisher shall revert to the Author. For thirty (30) days after such termination the Author shall have the right to buy from the Publisher or its successors in interest all copies on hand at the cost of manufacture, or the plates and binder's dies, if any, at one-third (1/3) of their original cost of production, or both. Thereupon the Publisher or its successors in interest shall have the right to sell the remaining copies not purchased by the Author, at the best price it can obtain therefor. Termination of this agreement shall not deprive the Publisher of the right to receive its share of sums due from licenses or contracts granted by the Publisher prior to termination nor relieve Publisher of the obligation to pay to the Author royalties due on such sums. 16. Notices Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the day of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a party may provide notice of in accordance with this section: 17. Successors and Assigns This agreement shall be binding upon and inure to the benefit of the executors, administrators, and assigns of the Author and upon and to the successors and assigns of the Publisher. 18. Term of Agreement Unless previously terminated as provided herein, this agreement shall continue in force, with respect to copyright obtained under the laws of any country covered by this agreement, for the term of the original copyright, renewal, or extension thereof which relates to the Work and which may accrue to the owner of the copyright under the present or any future law of said country.  19. Waivers The failure of either party to exercise any of its rights under this Agreement for a breach thereof shall not be deemed to be a waiver of such rights, and no waiver by either party, whether written or oral, express or implied, of any rights under or arising from this Agreement shall be binding on any subsequent occasion; and no concession by either party shall be treated as an implied modification of the Agreement unless specifically agreed in writing. 20. Amendments No amendment of, addition to or modification of this Agreement shall be effective unless reduced to writing and signed by the parties hereto. 21. Laws Applicable This Agreement shall be interpreted according to the laws and statutes of the United States of America and of the State of Maine, except that its conflicts of law provisions shall not apply. Any litigation relating to this Agreement shall be pursued in the Superior Court, State of Maine.  22. Severability In the event one or more clauses of this Agreement are declared invalid, void, unenforceable or illegal, that shall not affect the validity of the remaining portions of this Agreement. 23. Entire Agreement This Agreement sets forth the entire agreement of the parties, and replaces and supersedes any previous agreement between the parties on the subject, whether oral or written, express or implied.  IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written and shall be interpreted under the law. Publisher Author By: By: Name: Name: Title: Title:

  • Rental-Agreement-Sample-and-all-you-need-to-know-Google-Docs

    Rent Agreement THIS RENTAL AGREEMENT is executed at PLACE on this Date day of Month , Year by and between Name of the Landlord , Resident of Permanent Address of the Landlord (hereinafter jointly and severally called the “LANDLORD”, which expression shall include their heirs, legal representatives, successors and assigns) of the one part: AND Name of the Tenant , having permanent address at Complete permanent Address of the Tenant and having Passport Number issued from Name of the Country on Date of issuance of Passport , (hereinafter called the “TENANT”, which expression shall include its legal representatives, successors and assigns) of the other part. WHEREAS Name of the Landlord the Landlord is the absolute owner of the Complete Address of the Property consisting Number of Bedrooms bedrooms, living room, family lounge, kitchen, servant room and inbuilt fittings & fixtures and inventory of the equipments as detailed in annexure-I, hereinafter referred to as "Demised Premises". WHEREAS the Tenant has requested the Landlord to grant Rent with respect to the Complete Address of the Property and the Landlord has agreed to rent out to the Tenant the Property for residential purposes only, on the following terms and condition: NOW THIS DEED WITNESSETH AS FOLLOWS: The rent in respect of the “Demised Premises” shall commence from Starting Date of Agreement and shall be valid till Expiry Date of Agreement . Thereafter, the same may be extended further on mutual consent of both the parties. That the Tenant shall pay to the Landlord a monthly rent of Rs. Amount of rent in Numbers . The rent shall be paid in advance [Monthly or Quarterly] on or before 7th of English Calendar Month. That the Tenant shall pay to the Landlord a monthly maintenance charge of Rs. Amount in Numbers towards maintenance of Generator & Elevator, Salaries towards guards, Charges for Electricity Maintenance for Common Areas, Charges towards cleaning of Common Areas and towards maintaining the lawn. That the Tenant shall pay for the running cost of elevator and generator separately to the Landlord. That during the Rent period, in addition to the rental amount payable to the Landlord, the Tenant shall pay for the use of electricity and water as per bills received from the authorities concerned directly. For all the dues of electricity bills and water bills till the date the possession of the premises is handed over by the Landlord to the Tenant it is the responsibility of the Landlord to pay and clear them according to the readings on the respective meters . At the time of handing over possession of the premises back to the Landlord by Tenant, it is the responsibility of the Tenant to pay electricity & water bills, as presented by the Departments concerned according to the readings on the respective meters upto the date of vacation of the property. The Landlord has provided names of the Equipments such as Microwave, Oven, Refrigerator, Washing Machine & Air-conditioners at the “Demised Property” and servicing & repair will be the responsibility of the Tenant. The Tenant will pay to the Landlord an interest-free refundable security deposit of Rs. Amount in Numbers equal to Number of Months Agreed in Negotiations vide cheque no _____________ dated __________ at the time of signing the Rent Agreement. The said amount of the Security deposit shall be refunded by the Landlord to the Tenant at the time of handing over possession of the demised premises by the Tenant upon expiry or sooner termination of this Rent after adjusting any dues (if any) or cost towards damages caused by the negligence of the Tenant or the person he is responsible for, normal wear & tear and damages due to act of god exempted. In case the Landlord fails to refund the security deposit to the Tenant on early termination or expiry of the Rent agreement, the Tenant is entitled to hold possession of the Rented premises, without payment of rent and/or any other charges whatsoever, till such time the Landlord refunds the security deposit to the Tenant. This is without prejudice and in addition to the other remedies available to the Tenant to recover the amount from the Landlord. That all the sanitary, electrical and other fittings and fixtures and appliances in the premises shall be handed over from the Landlord to the Tenant in good working condition. There will be 3 weeks maintenance period after the possession of Name of tenant . If during these 3 weeks any defect is in electrical outlets/appliances, plumbing/ sanitary is identified & duly notified, the Landlord shall be responsible to repair/ replace the same at his own cost. Upon returning the premises, all the sanitary, electrical and other fittings and fixtures will be restored by the Tenant in a good condition as they are at present, subject to normal wear and tear and damage by act of God. That the Tenant shall not sublet, assign or part with the demised premises in whole or part thereof to any person in any circumstances whatsoever and the same shall be used for the bonafide residential purposes only. That the day-to-day minor repairs will be the responsibility for the Tenant at his/her own expense. However, any structural or major repairs, if so required, shall be carried out by the Landlord. That no structural additions or alterations shall be made by the Tenant in the premises without the prior written consent of the Landlords but the Tenant can install air-conditioners in the space provided and other electrical gadgets and make such changes for the purposes as may be necessary, at his own cost. The Landlord represents that the Premises possesses the adequate electrical infrastructure to cater for the electrical appliances including the airconditioners. On termination of the tenancy or earlier, the Tenant will be entitled to remove such equipments and restore the changes made, if any, to the original state. That the Landlord shall hold the right to visit in person or through his authorized agent(s), servants, workmen etc., to enter upon the demised premises for inspection (not exceeding once in a month) or to carry out repairs / construction, as and when required, by giving a 24 hours notice to the occupier. That the Tenant shall comply with all the rules and regulations of the local authority applicable to the demised premises. The premises will be used only for residential purposes of its employees, families and guests. That the Landlord shall pay for all taxes/cesses levied on the premises by the local or government authorities in the way of property tax for the premises and so on. Further, any other payment in the nature of subscription or periodical fee to the welfare association shall be paid by the Landlord. That the Landlord will keep the Tenant free and harmless from any claims, proceedings, demands, or actions by others with respect to quiet possession of the premises. That this Rent Agreement has a lock-in-period of Number of Months months and cannot be terminated by either party. After the completion of lock-in-period, the Tenant can terminate the Rent Agreement by giving Number of Month(s) months notice to the Landlord or the rent in lieu of. Likewise, after the completion of lock-in-period, the Landlord can also terminate the Rent Agreement by giving Number of Month(s) months notice to the Tenant. That in the event of nonpayment of rent by the Tenant during the lock-in period being in arrears for 2 consecutive months despite reminder issued by Landlord on such rent the Landlord shall have the right to terminate the Rent with immediate effect and take back possession of the said premises. That the Landlords hereby assures to the covenants with the Tenant that: The Tenant paying the rent herein reserved and observing and performing the terms and conditions on the part of the Tenant as herein contained, shall be entitled to peaceful and quiet enjoyment of the demised premises during the period of this Rent free from any interference, interruption, or objection whatsoever from the Landlord. The Landlord shall indemnify and keep the Tenant fully indemnified and held harmless from and against all damages, costs and expenses caused to or incurred by the Tenant as result of any defect in the title of the Landlords which disturbs or interferes with the possession and enjoyment of the demised premises by the Tenant under the covenants herein before contained. In the event the Landlord transfers, alienates or encumbers or otherwise howsoever disposes of or deals with Rentd premises or any part thereof or its right, title and interest therein during the terms of the present Rent or further extended period, the Landlord shall intimate the Tenant about the same in writing and the future owner or successor-in-title of the Rentd premises shall be bound to honor the terms of this Rent Deed, including further extensions as stated hereinabove and Landlords shall get an undertaking from the said purchaser / transferee to that effect. The Landlord shall acknowledge and give valid receipts for each payment made by the Tenant to the Landlord, which shall be treated as conclusive proof of such payments. The premises is free from all encumbrances and have not entered into any agreement or arrangement for disposing or dealing with the premises or any part thereof/or the Landlord’s title, right, and interest in the demised premises in any manner. The Landlord confirms that in case for any reason whatsoever the premises in reference or any part thereof cannot be used for residential purposes because of any earthquake, civil commotion, or due to any natural calamity or if Premises is acquired compulsorily by any authority, over which the Tenant has no control, the Tenant shall have the right to terminate the Rent forthwith and vacate the premises and the Landlord shall refund the security deposit or the rent received in advance to the Tenant forthwith. The Landlord represents that the Demised Premises is free from all construction defect including but not limited to all moisture related construction defects such as leakage, cracks in house walls including that of compound walls, breakage of floor tiles, etc. The Landlord represents that he has complied with all the statutory payments of the property including that of taxes, penalties if any and statutory dues to the local authority including but not limited to municipality, village panchayat, development authority, departments of electricity, sewage and/ or water. The Landlord also represents that there is no Charge including mortgage due exist on the Demised Premises which would affect the peaceful possession of the Tenant of the Demised Premises. That the Tenant will keep the Landlord harmless and keep it exonerated from all losses (whether financial or life), damage, liability or expense occasioned or claimed by reasons of acts or neglects of the Tenant or his visitors, employees, whether in the Rentd premises or elsewhere in the building, unless caused by the negligent acts of the Landlord. The Tenant shall maintain the Demised Premises in good and tenable condition and all the minor repairs such as leakage in the sanitary fittings, water taps and electrical usage etc. shall be carried out by the Tenant. That it shall be the responsibility of the Tenant to hand over the vacant and peaceful possession of the demised premises on expiry of the Rent period, or on its early termination, as stated hereinabove in the same condition subject to natural wear and tear. That in case, where the Premises are not vacated by the Tenant, at the termination of the Rent period, the Tenant will pay damages calculated at two times the rent for any period, of occupation commencing from the expiry of the Rent period. The payment of damages as aforesaid will not preclude the Landlord from initiating legal proceedings against the Tenant for recovering possession of premises or for any other purpose. That both the parties shall observe and adhere to the terms and conditions contained hereinabove. That the Tenant and Landlords represent and warrant that they are fully empowered and competent to make this Rent. In case of any dispute to this agreement and the clauses herein, the same will be settled in the jurisdiction of the Delhi civil courts. That the Rent Agreement will be registered in front of registrar and the charges towards stamp duty, court fee & lawyer/coordinator will be equally borne by the Landlord & Tenant. IN WITNESS WHEREOF the parties hereto have executed these presents on the day and year. Landlord Tenant WITNESSES: Download Word Document In English. (Rs.30/-)

  • MANAGEMENT SERVICES AGREEMENT

    MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT is entered into as of this ____ day of __________, 2005, by and between _______________, LLC, a ____________ limited liability company ("Agency") and _______________________________________, a ________________ corporation with a principal place of business at ___________________________________________ ("Manager"). WHEREAS, Agency is a limited liability company organized, authorized, and licensed to act as a title insurance agent under applicable state law; and  WHEREAS, MANAGER is in the business of managing title agency operations for title insurance agents licensed in the India; and  WHEREAS, Agency’s Operating Agreement (the "Operating Agreement") contemplates that Agency appoint and retain a manager to manage the business and affairs of Agency, subject to the conditions and limitations set forth in the Operating Agreement; and WHEREAS, the Issuing Agency Agreement (the "Agency Agreement") between the Agency and its Title Insurance Company sets forth the terms and conditions of the agency relationship including, but not limited to, the duties of the Agency thereunder; and WHEREAS, Agency wishes to retain MANAGER as the Manager of the Agency, to manage the business and affairs of Agency in accordance with the terms and conditions of the Agency Agreement, the Operating Agreement, and applicable state law. NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1.  Appointment of Manager.  MANAGER shall be the manager of Agency and, except as otherwise provided in the Operating Agreement, shall have full, complete, and exclusive discretion to manage and control the business, affairs and properties of Agency. 2.  Manager's Responsibilities and Authority.  In connection with the duties assumed or assigned hereunder, MANAGER shall supervise the operations at Agency’s offices, wherever such offices may be located, consistent and in accordance with the terms and conditions of the Agency Agreement. MANAGER's authority, obligations and responsibilities include, but are not limited to, the following: (a) MANAGER may negotiate, execute and deliver on behalf of Agency such agreements, certificates, deeds, deeds of trust, notes, leases, security agreements, contracts of sale, and other documents as it deems necessary and appropriate in its sole discretion to give effect to any conveyances, leases, debt obligations and security therefore, and to procure labor, materials, or services including, without limitation, the services of professionals. (b) MANAGER is authorized and directed to set up any and all necessary bank accounts on behalf of Agency for the payment of Agency's operating expenses and, in connection therewith, to designate persons authorized to sign such checks, which persons may or may not be employees of MANAGER.  Furthermore, MANAGER may borrow funds on behalf of Agency from banks, lending institutions and other third parties on such terms and conditions as MANAGER may deem appropriate and, in connection therewith, MANAGER may grant security interests in Agency's assets to secure repayment of such borrowed funds.  MANAGER may also invest Agency's funds as it deems proper and appropriate. (c) MANAGER may acquire assets on behalf of Agency as is necessary and appropriate in managing the business and affairs of Agency. (d) MANAGER shall purchase the following insurance on behalf of Agency:  (i) for each Agency location, property insurance on contents as well as improvements and betterments, if necessary; (ii) general liability insurance for premises and operations; (iii) workers compensation and employer’s liability insurance; (iv) hired and non-owned automobile liability insurance; (v) $1,000,000 umbrella liability insurance policy; (vi) commercial crime insurance coverage, together with any surety bonds required by state laws or regulations; (vii) directors and officers liability insurance; (viii) title agents errors and omissions coverage; and (ix) group medical, life, accidental death and dismemberment and long-term disability insurance for Agency employees. (e) MANAGER shall prepare such budgets and periodic reports for Agency as it deems necessary and appropriate, and MANAGER shall provide such budgets and reports to the members of Agency.   If Agency is required to have an annual audit, MANAGER shall coordinate such audit at Agency’s expense. (f) MANAGER shall coordinate, at Agency’s expense, the timely filing of all tax returns required under applicable state and federal laws.  (g) MANAGER shall hold meetings of directors and members in person or via conference call as necessary or required, or may request that action be taken by written consent; provided, however, that MANAGER shall act in accordance with the Operating Agreement and applicable laws and regulations in doing so.  (h) MANAGER may perform all other acts as may be necessary or appropriate to conduct Agency’s business, subject to all conditions and limitations set forth in the Agency Agreement and the Operating Agreement. 3.  Term and Termination.  The initial term of this Agreement is five (5) years. Upon expiration of the initial term, either party hereto may terminate this Agreement by giving the other party at least one hundred eighty (180) days prior written notice of its intent to terminate the Agreement.   Notwithstanding the foregoing, this Agreement may be terminated by either party at any time for Cause by giving the other party thirty (30) days prior written notice of its intent to terminate the Agreement.  If the Agency Agreement is terminated for any reason, then this Agreement shall automatically terminate on the same date without any notice thereof. As used herein, "Cause" means a party's breach of a material term or failure to perform a material obligation hereunder that is not cured within (i) thirty (30) days of such party's receipt of written notice of default from the other party, or (ii) if such default cannot be cured within thirty (30) days, then such longer period as is reasonable provided that the party in default is attempting to cure the default in good faith and with due diligence. 4.  Organizational Fee.  Agency shall pay MANAGER a one-time organizational fee of Fifty Thousand Dollars ($.50,000) for its services in establishing Agency.  Such fee is due and payable by Agency to MANAGER on the first day of the month following the Agency Opening Date or the date of this Agreement, whichever is later (the "Payment Date").  "Agency Opening Date" means the date on which Agency processes its first commitment or policy. 5. Management Fee.  Agency shall pay MANAGER an annual management fee that is due and payable in equal monthly installments on the first day of each month, beginning with the Payment Date (the "Management Fee").  The initial Management Fee is Fifty Thousand Dollars ($.50,000).   Three (3) years after the Payment Date and every year thereafter during the term of this Agreement (each, a "Calculation Date"), the Management Fee shall increase by the percentage increase in the CPI for the immediately preceding calendar year as calculated below; provided, however that the Management Fee shall never increase by less than two percent (2%) nor more than five percent (5%) percent at any given time.  As used herein, "CPI" means the non-seasonally adjusted Consumer Price Index for All Urban Consumers, U.S. City Average, All Items (1982-1984 = 100) published by the Bureau of Labor Statistics, United States Department of Labor.   For each Calculation Date, the increase in the Management Fee shall be determined as follows:  Multiply the Management Fee for the calendar year immediately preceding the Calculation Date by a fraction, the numerator of which is the CPI for the month immediately prior to the Calculation Date, and the denominator of which is the CPI for the month one (1) year prior to the Calculation Date.  If the index for any month in question is not published as of the effective date of adjustment, then Agency shall pay the existing Management Fee until the index necessary to perform the calculations described herein is published, and MANAGER is able to calculate the revised amount of the Management Fee due from Agency.  6.  Compliance.  MANAGER shall perform its duties hereunder in compliance with the Agency Agreement, the Operating Agreement and all applicable state and federal laws and regulations including, without limitation, tax, employment, licensing and insurance laws and regulations. 7.  Assignment.  This Agreement is not assignable by either party hereto without the prior written consent of the other party.  The terms, promises, covenants and agreements contained in this Agreement  shall apply to, be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. 8.  Non-waiver.  Failure of either party to enforce any provision of this Agreement shall not operate or be construed as a waiver of any such provision or provisions, nor prevent such party from thereafter enforcing any of its rights with respect to other or further violations of the Agreement. 9.  Entirety.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and it supersedes all prior written or oral agreements and undertakings with respect to such subject matter.  This Agreement may be modified only by a writing signed by both parties to this Agreement. 10.  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the India.   11.  Notice.  All notices, requests, demands, payments and other communications hereunder shall be deemed to have been duly given if sent in writing, by hand delivery or certified mail, to the address set forth in the preamble hereof, or to such other address as may be given to the other party in writing. Notice of change of address shall be effective only upon receipt. The parties hereto have executed this Management Services Agreement as of the date set forth above. _________________________________________________, LLC By: ___________________________________________ Name: _________________________________________ Title: __________________________________________ ______________________________________________, a _________ Corporation By: ___________________________________________ Name: _________________________________________ Title: __________________________________________ Download Word Document In English. (Rs.20/-)

  • CONVERTIBLE DEBENTURE PURCHASE AGREEMENT

    CONVERTIBLE DEBENTURE PURCHASE AGREEMENT This Convertible Debenture Purchase Agreement ("Agreement") is entered into as of this ____ day of ________, 2020,  by and between  _____________, Inc., a _____________ (the "Company"),  and  ___________________ ("Lender"). 1.   Purchase and Sale of Debentures. 1.1  Authorization. Pursuant to this Agreement, Company has authorized the issuance of (i) a Convertible Debenture more specifically described in  Exhibit A  (the "Debenture"), and (ii) a warrant more specifically described in  Exhibit B  (the "Warrant"). 1.2  Issuance and Sale of Securities. Subject to the terms and conditions hereof, Company agrees to issue and sell to Lender, and Lender agrees to accept delivery from Company, of a Debenture and a Warrant. 1.3  Repayment Terms/Conversion.  Outstanding principal and accrued interest on the Debenture shall be fully due and payable in compliance with the terms set forth in the Debenture.  At Lender's option, on the Maturity Date (as defined in the Debenture), Lender may choose to have all or part of the outstanding principal and accrued interest owing to Lender repaid in shares of Common Stock of Company at a conversion rate equal to fifty Dollars ($ 50.00) per share, as adjusted pursuant to Section 2 (the “Conversion Price”).  In the event Lender chooses to convert all or part of the outstanding principal and accrued interest into Common Stock of Company, Lender shall give written notice to Company of such conversion no less than fifteen (15) business days prior to such conversion, and shall surrender the original Debenture to Company, after which Lender will have no further rights under the Debenture as to the converted principal and interest, except the right to receive certificates representing the Common Stock. 2.   Adjustment of Exercise Price and Number of Shares.  The Conversion Price and the number of shares of Common Stock subject to the Debenture shall be subject to adjustment from time to time as follows: 2.1  Subdivision or Combination of Stock.  If at any time after the date of the Debenture Company shall subdivide its outstanding shares of Common Stock, the Conversion Price in effect immediately prior to such issuance or subdivision shall be proportionately reduced.  If the outstanding shares of Common Stock of Company shall be combined into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. 2.2  Minimal Adjustments. No adjustment in the Conversion Price and/or the number of shares of Common Stock subject to the Debenture need be made if such adjustment would result in a change in the Conversion Price of less than one cent ($0.01) or a change in the number of subject shares of less than one-tenth (1/10th) of a share. 2.3  Certificate as to Adjustments.  Upon any adjustment of the Conversion Price hereunder, the Company will compute such adjustment and prepare and furnish to Lender a certificate setting forth such adjustment and showing in detail the facts upon which such adjustment is based. 3.   Representations and Warranties of Company.  Company represents and warrants the following as of the date hereof: 3.1  Organization and Standing.  Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. 3.2  Authorization.  All corporate action on the part of Company, its officers and directors necessary for the authorization, execution and delivery of this Agreement, the Debenture, and the Warrant has been or shall be taken, and this Agreement, the Debenture, and the Warrant, when executed and delivered, shall constitute the valid and legally binding obligations of Company, enforceable in accordance with their terms. 3.3  Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with any third party or any federal, state or local governmental authority on the part of Company is required in connection with the consummation of the transactions contemplated herein. 3.4  No Conflicts.  Neither the execution and delivery of this Agreement, the Debenture, or the Warrant, by Company nor the consummation by Company of the transactions contemplated herein will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws of Company, or (ii) violate in any material respect any statute, rule, regulation, order, writ, injunction, decree or arbitration award applicable to Company or its assets. 3.5  Authorized Shares.  Until the later of the date on which (a) the Warrant has been exercised or has expired, or (b) the Maturity Date (as defined in the Debenture), Company shall maintain sufficient numbers of shares of authorized Common Stock to permit the full exercise of the Warrant and conversion of the Debenture. 4.   Representations and Warranties of Lender. Lender represents and warrants to Company as follows: 4.1  Authorization.  This Agreement, when executed and delivered by it, will constitute a valid and legally binding obligation of it, enforceable in accordance with its terms. 4.2  Investment.  Lender is acquiring the Debenture to be sold by Company, the Warrant to be issued by Company, and any equity in Company which may be received therefrom for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof in violation of the Securities Contracts (Regulation) Act, 1956 of 1933, as amended (the "Securities Act").  Lender understands that the Debenture to be sold by Company, the Warrant to be issued by Company, and any equity of Company to be purchased or received have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein.  Lender has substantial experience in evaluating and investing in private placement transactions of securities in “penny stock” companies similar to Company so that it is capable of evaluating the merits and risks of its investment in Company and has the capacity to protect its own interests.  Company will use reasonable commercial efforts to register any shares of Common Stock issued pursuant to the Debenture and/or the Warrant within six (6) months of issuance; however, Lender understands and agrees that Lender must bear the economic risk of this investment indefinitely unless such shares to be issued pursuant to the Warrant and Lender’s conversion rights under the Debenture are registered pursuant to the Securities Act of 1933, as amended, or an exemption from registration is available. 5.   Default. 5.1  Events of Default.  With respect to the Debenture, the Warrants, and this Agreement, the following events are "Events of Default": (a)  Default shall be made by Company in the payment of principal of or any interest on the Debenture after fifteen (15) business days' written notice from Lender following the date when the same is due and payable; or (b)  Default shall be made in the due performance or observance of any other material covenant, agreement or provision herein, or in the Debenture, or any Warrant, to be performed or observed by Company, and such default shall have continued for a period of thirty (30) business days after written notice thereof to Company from Lender; or (c)  Company shall be involved in financial difficulties as evidenced: (i) by Company filing a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the "Bankruptcy Code"); (ii) by Company making a general assignment for the benefit of its creditors; (iii) by Company consenting to the appointment of a receiver or trustee for all or a substantial part of the property of Company or approving as filed in good faith a petition filed against Company under the Bankruptcy Code; or (iv) by the commencement of a proceeding or case, without the application or consent of Company, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of Company or of all or any substantial part of its assets, or (iii) similar relief in respect of Company under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, judgement or decree approving or ordering any of the foregoing being entered and continuing unstayed and in effect, for a period of sixty (60) business days. 5.2  Acceleration.  If any one or more Events of Default described in Section 5.1 shall occur and be continuing, then Lender may, at Lender's option and by written notice to Company, declare the unpaid balance of the Debenture owing to Lender to be forthwith due and payable.      6.  Miscellaneous.           6.1  Notices. All notices, requests, demands and other communications under this Agreement, the Debenture, and the Warrant shall be in writing and shall be deemed to have been duly "given" on the date of delivery, if delivery is made personally or by confirmed facsimile transmission to the party to whom notice is to be given, or upon receipt if mailed by first class mail, either registered or certified, postage prepaid and properly addressed as follows:           If to the Company:         Executive Officer           If to Lender:            _________________________ __________________________  ___________________________ Either party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above.           6.2  Costs and Expenses.  Each party shall pay and bear its own costs and expenses, including without limitation all reasonable attorneys' fees and legal expenses, incurred in connection with the documentation of this Agreement, the Debenture, the Warrant, and any other documents contemplated hereunder.           6.3  Binding Effect; Governing Law.  This Agreement, the Debenture, and the Warrant shall be binding upon and inure to the benefit of Company and Lender and their respective successors, except that no party shall have the right to assign its rights or obligations hereunder, in the Debenture, or the Warrants.  This Agreement, the Debenture, and the Warrant shall be governed by, and construed in accordance with, the internal laws of the ____________________________ (without reference to any principles of conflicts of laws).           6.4  Jurisdiction.  Company and Lender each irrevocably submit to the non-exclusive jurisdiction of any court sitting in the County of Montgomery, Pennsylvania over any action, suit or proceeding arising out of or relating to this Agreement, the Debenture, or the Warrant.  Company and Lender agree that final judgment in any such action, suit or proceeding brought in such a court shall be conclusive and binding upon Company and Lender and may be enforced in any court of the jurisdiction to which Company or Lender is subject by a suit upon such judgment; provided, however, that service of process is affected upon Company or Lender in the manner permitted by law.           6.5  Counterparts.  This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.      In Witness Whereof, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written. Company          _____________, Inc. By: --------------------- _______________,  President and Chief Executive Officer Lender                                                                By:     ----------------------                                     Name: --------------------                                     Title: ------------------- Download Word Document In English. (Rs.25/-)

  • TRADEMARK ASSIGNMENT AGREEMENT

    TRADEMARK ASSIGNMENT AGREEMENT WHEREAS , [INSERT OWNER OF MARK-ASSIGNOR NAME, ENTITY TYPE, and ADDRESS], has adopted, owns and has been using the Mark [INSERT MARK] (the “Mark”) in connection with the following goods and/or services: [INSERT DESCRIPTION OF GOODS AND SERVICES]; and WHEREAS , Assignor has applied to register the Mark on the Principal Register of the United States Patent and Trademark Office in connection with the above-described goods and/or services, Application Serial No. [INSERT] filed on [INSERT]; and WHEREAS,  [INSERT ASSIGNEE NAME, ENTITY TYPE, and ADDRESS] (“Assignee”), desires to acquire the Mark, and the application which has gone abandoned. NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby sells, assigns and transfers to Assignee all right, title and interest in and to the Mark, together with the goodwill of the business symbolized by the Mark, and the pending application for registration. [INSERT ASSIGNOR NAME] By: _____________________________ Name:_____________________________ Title: _____________________________ Dated effective as of: [INSERT DATE] Download Word Document In English. (Rs.5/-)

  • ASSETS PURCHASE AGREEMENT

    Download Word Document In English. (Rs.50/-) ASSETS PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated the ______ day of ………….. …….., is made by and among: M/s …………………, a Partnership Firm formed under Indian Partnership Act, 1932 having its office at ………………………, through its partners Mr. ………………., son of ______, resident of _________, Mr. …………. son of ______, resident of _________, and Mr. ………………. son, of ______, resident of _________, (hereinafter referred to as “Seller” which express shall mean and include its representative, administrator, executors, successors in title, successor in interest, nominee, legal heirs and assigns); And M/s ………………………. being a Company incorporated under the Indian Companies Act, 1956 and having its registered office at ……………………., through its authorized signatory Mr. ……………, duly authorized by the Board vide Resolution dated _______, 2007 (hereinafter referred to as “Purchaser” which expression shall mean and include its successors in interest) RECITALS A.    WHEREAS, the Seller is engaged in the business of running a restaurant, managing the same and/ or in marketing there from various Food & Beverages products such as Indian Foods, Pizzas, Burgers, Ice-Creams, Bakery and Confectionary products etc. at ……………… (hereinafter referred to as “Restaurant”) B.    WHEREAS, the premises bearing number ………………….. (hereinafter referred to as the “Premises”) where the Seller were running the Restaurant has been taken on lease by the Seller from Mr. …………….., the owner of the Premises. C.    WHEREAS, the Seller is the owner of all the fittings, fixtures, furniture’s, furnishings, Kitchen equipments, Air-conditioning, Generator, Delivery Vehicles and other delivery related equipments, Computer Systems, crockery/ cutlery items, linen and all other items fitted or used in the Restaurant, more appropriately described in Annexure A appended hereto and forming a part hereof (hereinafter referred to as the “Assets”). D.    WHEREAS the Seller has taken a term loan of $ ……………./- from ……………. Bank, …….. Branch for the purpose of meeting the cost of establishment of the Restaurant and had secured the said loan through hypothecation of moveables (Furniture’s and Fixtures) at the Restaurant which form a part of the Assets. E.    WHEREAS, the Seller is not willing to run the Restaurant and as such the Seller desire to sell, and the Purchaser desires to purchase, directly, upon the terms and conditions hereinafter set forth, all of the Assets of the Seller related to the Restaurant in consideration of certain payments by the Purchaser. NOW, THEREFORE, in consideration of the premises and the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Parties agrees as follows: 1.     Interpretation In this Agreement, unless the context otherwise requires: a.     Words denoting the singular number shall include the plural and vice versa; b.    Heading and bold typeface are only for convenience and shall be ignored for the purposes of interpretation; c.     References to the word “include” or “including” shall be construed without limitation; d.    References to this Agreement or to any other agreement, deed or other instrument shall be construed as a reference to such agreement, deed, or other instrument as the same may from time to time be amended, varied or supplemented; e.     Reference to any Party to this Agreement or any other agreement or deed or other instrument shall include its successors or permitted assigns; and f.     A reference to a section, paragraph or annexure is, unless indicated to the contrary, a reference to a section, paragraph or annexure of this Agreement. g.    Words denoting a person shall include an individual, corporation, company, partnership, trust or other entity; h.     References to dates and times shall be construed to be references to Indian dates and times; i.      References to the word “days” shall, unless otherwise indicated, mean calendar days; ARTICLE I PURCHASE AND SALE; PURCHASE PRICE 1.1. Purchase and Sale of Assets. At the Closing, the Sellers shall, sell, convey, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Sellers, the Assets, free and clear of any encumbrances except as mentioned in this Agreement. 1.2. .Purchase Price. In full consideration for the transfer of the Assets, the Purchaser will pay the Sellers a total purchase price not exceeding $. ……………../- [……………] (the “Purchase Price”). The Purchase Price shall be paid by the Purchaser at the instance and mandate of the Seller to the following:                       i.        to …………….. Bank, ………… Branch by means of a bank draft, a sum of $. ____________, being the amount outstanding against Loan A/c No. ………….. of the Seller with the ………….. Bank, ………..; and                      ii.        to Mr. …………………, landlord of the Premises, by means of a cheque for a sum of $ _________, being the amount outstanding against rent and other dues payable for the Premises in settlement of full and final. An amount of $ _________ to be paid in favour of the Seller towards the TDS payments that is required to deducted from the payments being made to Mr. ………… and to be deposited with the authorities by the Seller at its own cost and liability. ; and                     iii.        to the Electricity Board, ………. by means of a bank draft, a sum of $ ________ being the total outstanding against electricity dues of the Restaurant at the Premises upto __________ payable by the Sellers . 1.3. The Seller agrees that the balance amount of the Purchase Price (if any) after making the payments in accordance with Clause 1.2 shall be retained by the Purchaser with them to be paid in such amounts and to such creditors of the Seller (for the Restaurant and for dues payable prior to the Closing Date) as directed in writing by the Seller. It is further agreed that the Purchaser shall be liable to pay to the creditor’s of the Seller only upto the extent of the balance of the Purchase Price available with the Purchaser after making the payments under Clause 1.2. 1.4. The Seller agrees that the above payment of the Purchase Price is being made on the instruction and mandate of the Seller in the manner set out in Clause 1.2 and such payments shall be deemed to be payments made to the Seller by the Purchaser for the Assets purchased under this Agreement. ARTICLE II CLOSING AND DELIVERIES 2.1.         Closing. The closing of the purchase and sale of the Assets (the “Closing”) shall take place on [Date] simultaneously with the execution of this Agreement (hereinafter referred to as the “Closing Date”). 2.2.         Deliveries. The Seller has handed over the following to the Purchaser at the time of execution of this Agreement: a.     a letter of confirmation from …………… Bank, ………… Branch certifying that, upon payment of the outstanding amounts due to them from the Seller, which amounts shall be quantified in the confirmation letter, the encumbrances on the Assets or any part thereof created in their favor by the Seller shall be released. b.    a letter of confirmation from Electricity Board, …………. certifying that, upon payment of the outstanding amounts due to them from the Seller, which amounts shall be quantified in the confirmation letter, no further amounts shall remain due and payable by the Seller till the closing date. c.     a letter of confirmation from Mr. ………………., landlord of the premises certifying that, upon payment of the outstanding amounts due to him from the Seller, which amounts shall be quantified in the confirmation letter, against the rent for the Premises and other dues, no further amounts shall remain due and payable by the Seller. d.    a letter of confirmation certifying that, upon payment of the amounts as per Clause 1.2, no further amounts shall remain due and payable by the Purchaser to the Seller or to anyone else claiming through or on behalf of the Seller. e.     a letter of confirmation certifying that, upon payment of the amounts as per Clause 1.2, the Purchaser will not be deemed to have assumed any liability or obligation of the Sellers and that the Purchaser will not become responsible for any liability or obligation of the Seller. 2.3. Transfer and Delivery of Purchased Assets. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser a Bill of Sale, substantially in the form attached hereto as Annexure B, pursuant to which the Seller will record the delivery and conveyance of the Assets to the Purchaser, and the Purchaser shall record the receipt of the same; ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER The Seller and its Partners hereby, jointly and severally, represents and warrants to the Purchaser, as of the Closing Date, that: 3.1. Organization of the Seller. The Seller is a Partnership Firm duly organised under the laws of India and has the requisite power and authority to own and sell the Assets and to carry on its business as presently conducted. 3.2. Authority and Authorization; Enforceability. a.     The Seller has full power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and to fully perform its obligations hereunder. b.    This Agreement has been duly and validly executed and delivered by the Seller and the same constitutes a valid and binding obligation of each of the Partners of the Seller, enforceable against each of the Partners of the Seller in accordance with its terms.                                           i.    There are no outstanding claims or charge on the Assets, whether direct, indirect, contingent, absolute, accrued or otherwise, nor does there exist any condition, fact or circumstance that will create such claim/ charge on the Assets, except as disclosed in this Agreement.                                          ii.    On the Closing Date, the Purchaser will own and possess, all right, title and interest in and to the Assets, free and clear of any encumbrances. No claim by any third party contesting the use or ownership of the Assets has been made, is currently outstanding or is threatened, and, to the knowledge of the Seller, there are no reasonable grounds for any such claim. None of the Partners of the Seller has received any notice of, nor are they aware of, any fact which indicates any conflict with, any third party with respect to the Assets, nor has any of the Partners of the Seller received any claims against the Assets and, to the knowledge of the Seller, there are no reasonable grounds for any such claim.                                         iii.    That by the purchase of the Assets under this Agreement and by making the payments in accordance with Clause 1.2, the Purchaser shall not be deemed to have assumed and will not become responsible for any liability or obligation of the Seller to any creditor of the Seller whether pertaining to the Restaurant or the Premises or otherwise. 3.3 Title to Assets. a.     The Sellers:                       i.        are the absolute beneficial owner of the Assets, with good and valid title, free and clear of all encumbrances, except such encumbrances that will be released at or subsequent to the Closing; and                      ii.        are exclusively entitled to possess and dispose of the Assets. b.    The Assets to be transferred to the Purchaser under this Agreement constitute all the assets, properties, rights and interests necessary to conduct the Restaurant business in substantially the same manner as conducted by the Sellers prior to the date hereof. c.     The Assets are in good condition, repair and (where applicable) proper working order, having regard to their use and age and such Assets have been properly and regularly maintained. 3.4. Insurance. Annexure C to this Agreement sets forth a list of all insurance policies (specifying the location, insured, insurer, amount of coverage, type of insurance and policy number) maintained by the Sellers relating to the Assets and                       i.                all such policies are in full force and effect, all premiums with respect thereto covering all periods up to and including the Closing Date have been paid, and no notice of cancellation or termination has been received with respect to any such policy,                      ii.                such policies (A) are sufficient for compliance with all requirements of Law; (B) are valid, outstanding and enforceable policies; (C) provide reasonable and adequate insurance coverage for the Assets; (D) will remain in full force and effect through the respective date set forth in Annexure C without payment of additional premiums; and (E) will not in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. 3.5. Full Disclosure. The Seller has made available to the Purchaser all information, as sought for by the Purchaser. All information, which has been provided to the Purchaser relating to the Assets are true and accurate in all material respects and no material fact or facts have been omitted there from which would make such information misleading. ARTICLE IV CONDITIONS TO CLOSING 4.1. Conditions to the Purchaser’s Obligations. The obligation of the Purchaser to consummate the transactions contemplated pursuant to this Agreement is subject to the satisfaction or the written waiver by the Purchaser, on or prior to the Closing Date, of each of the following conditions: a.     Representations and Warranties. Each of the representations and warranties of the Sellers made in this Agreement shall be true and correct, as of the Closing Date as if made on such date. b.    No Proceeding or Litigation. No action challenging the legality of, or seeking to restrain, prohibit or materially modify, the transactions provided for in this Agreement shall have been threatened or instituted and not settled or otherwise terminated. c.     Certificate of the Selle$ At the Closing, the Seller shall have delivered to the Purchaser certificates signed by all the Partners of the Seller and dated the Closing Date, certifying that the conditions stipulated in Clause 4.1(a) to Clause 4.1(b) hereof have been satisfied. d.    Other Deliveries. The Sellers shall have complied with the requirements of Clause 2.2. ARTICLE V INDEMNIFICATION 5.1. Indemnification. From and after the Closing, the Seller and the each of the partners of the Seller, jointly and severally, agrees to indemnify, defend and hold the Purchaser, its Affiliates, successors, assigns and their respective directors, officers, representatives, employees and agents, harmless from and against any and all losses, liabilities, claims, damages, costs and expenses (including, without limitation, legal fees and disbursements in connection therewith and interest chargeable thereon) (collectively, “Claims”) that may be incurred or suffered by such Persons resulting or arising from or related to, or incurred or suffered in connection with, (a) the Sellers’ operation of the Restaurant on or before the Closing, (b) the failure of the Seller to assume, pay, perform and discharge its liabilities other than those paid off by the Purchaser in accordance with Clause 1.2 of this Agreement, or (c) any breach of any representation, warranty, covenant or agreement made or obligation required to be performed by the Seller under this Agreement. 5.2. Notice of Claim; Right to Participate in and Defend Third Party Claim. a.     If the Purchaser receives notice of the assertion of any claim, the commencement of any suit, action or proceeding, or the imposition of any penalty or assessment by a third party in respect of which the Purchaser has been indemnified by the Seller (a “Third Party Claim”), then the Purchaser shall promptly provide the Seller with written notice of the Third Party Claim, but in any event not later than 30 calendar days after receipt of such notice of the Third Party Claim. The failure by the Purchaser to notify the Seller of a Third Party Claim shall not relieve the Seller of any indemnification responsibility under Clause 5.1 unless such failure materially prejudices the ability of the Seller to defend such Third Party Claim. b.    Any indemnifiable claim hereunder that is not a Third Party Claim shall be asserted by the Purchaser by promptly delivering notice thereof to the Seller. If the Seller does not respond to such notice within ten (10) days after its receipt, it shall have no further right to contest the validity of such claim. ARTICLE VI ARBITRATION 6.1. If any dispute or difference of any kind whatsoever shall arise between the Parties in connection with or arising out of this Agreement, Parties shall promptly and in good faith negotiate with a view to its amicable resolution and settlement. 6.2. In the event no amicable resolution or settlement is reached within a period of fifteen (15) days from the date on which the dispute or difference arose, such dispute or difference shall be referred to a mutually acceptance single Arbitrator or, upon the failure of the Parties to agree upon a single Arbitrator, within a period of ten (10) days, each Party shall appoint one arbitrator each and the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator under the provisions of the Arbitration and Conciliation Act. The arbitration proceedings shall be held in ________________ and the arbitrators shall give a reasoned award. It is agreed that the arbitrators shall also determine and make an award as to the costs of the arbitration proceedings. 6.3. Notwithstanding anything contained herein, the Parties shall have a right to institute legal proceedings to prevent any continuing breach of the provisions of this Agreement to seek an injunctive or any other specific relief. ARTICLE VII MISCELLANEOUS 7.1.  Expenses and Taxes . a.     Each Party will bear their own legal, accounting and other expenses incurred by such Party in connection with the negotiation, preparation and execution of this Agreement and the documents and transactions contemplated hereby. b.    The Purchaser shall be responsible for and shall pay any stamp duty and payable in connection with the transactions contemplated pursuant to this Agreement. c.     The Sellers shall be responsible for and shall pay any capital gains, taxes, sales tax, income tax and similar taxes payable as a result of the consummation of the transactions contemplated in this Agreement. 7.2. Notices Any notice(s), communication(s), request(s) or instruction(s) contemplated, provided or required to be given hereunder by any Party hereto to the other shall be in writing in English, and shall be deemed sufficiently given if delivered personally; sent by facsimile transmission with confirmatory copies sent by recorded delivery service; or sent by recorded delivery services; the registered mail postage prepaid acknowledgment due; If to Seller, then at M/s XYZ & Co. ……………………………… ……………………………… Tel: -------------- Fax: ------------- E-mail: ---------- If to Purchaser, then at M/s PQR Private Limited …………………………… …………………………… Tel : ……………………… Fax: ………………………. All notice(s), communication(s), request(s) or instruction(s) as aforesaid, if delivered personally shall be deemed to have been received at the time of such delivery; if sent by facsimile transmission shall be deemed to have been received (48) forty-eight hours next after the same shall be proved to have been sent; if sent by recorded delivery services shall be deemed to have been received (7) seven days next after dispatch. 7.3. 7.3 Applicable Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of India without regard to its principles of conflicts of laws. The courts at ………….. shall have exclusive jurisdiction over all disputes or differences arising out of this Agreement. 7.4. 7.4 Counterparts. This Agreement may be executed in two counterparts, each of which will be deemed to be an original, and all of which together will constitute one and the same instrument. IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR RESPECTIVE HANDS TO THESE PRESENTS ON THE DAY, MONTH AND YEAR FIRST HEREINABOVE WRITTEN: Signed and delivered by Mr. ……………………… (Authorized Signatory for PQR Private Limited) (………………….) In the presence of: Witness : Name : Address : Signed and delivered by of M/s XYZ & Co, through its partners Mr. ………………………., Mr. ………….. and Mr. …………………... (…………………….) (…………………….) (…………………….) In the presence of: Witness : Name : Address :

  • Partnership Dissolution Agreement

    Partnership Dissolution Agreement This two part agreement is designed to dissolve a partnership.  If there is more than one vendor more than one release will e necessary. Laws vary from state to state and change over time, especially on the subject of partnerships.  Before using this document, have a lawyer review it.  Have two originals signed and keep them on file. Partnership Dissolution Agreement THIS AGREEMENT made as of Effective Date of Agreement between Name of Partner 1, of Address of Partner I ("Partner 1 ") and Name of Partner 2, of Address of Partner 2 ("Partner 2") WHEREAS the parties hereto (the "Partners") entered into a partnership with one another on the _____ day of _______, ______(the "Partnership") to carry on the business of Nature of Business from premises at Address of Partnership under the name Partnership Name; AND WHEREAS the Partners now wish to dissolve the Partnership; NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and subject to the terms and conditions hereafter set out, the parties hereto agree as follows: 1 .    The Partners agree to dissolve the Partnership effective (the "Dissolution Date"). 2. Effective the Dissolution Date, all of the assets of the Partnership will be distributed to the Partners pro rata in accordance with their respective interests in the Partnership, and all of the liabilities of the Partnership, will be assumed by the Partners pro rata in the same proportion. 3. Each Partner hereby indemnifies and saves harmless the other Partner(s) from and against any claims, demands, actions, losses and damages suffered by such Partners resulting from the failure of the Partner to pay and discharge any portion of any Partnership liability which such Partner has assumed by virtue of this Agreement. 4. The Partners hereby release and forever discharge one another from any and all claims, demands, actions, losses and damages whatsoever arising from or relating to the Partnership, with the exception of any claims, demands, actions, losses and damages arising from or resulting from the terms and conditions of this Agreement. 5. Release.  Save and except as expressly otherwise provided in the attached Agreement, the Vendor and the Purchaser hereby release and forever discharge one another, effective the Dissolution Date, from any and all debts, liabilities, obligations and claims in any way relating to the Partnership, including but not limited to the partnership agreement entered into between the Vendor and the Purchaser, if any. 6. Further Assurances.  Each of the parties covenants and agrees that he or she, and his or her heirs, executors, administrators, successors and assigns will sign such further agreements, assurances, waivers and documents, and otherwise do and perform or cause to be done and performed such further and other acts and things that may be necessary or desirable from time to time in order to give full effect to this Agreement and every part thereof. 7. Successors and Assigns.  This Agreement shall enure to the benefit of and be binding upon heirs, executors, successors and assigns of each of the parties hereto respectively. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the ____day of _______, _____ ; Witness ________________________ Name of Partner 1 Witness _____________________________ Name of Partner 2 Release Agreement THIS AGREEMENT made as of Effective Date of Agreement between Partnership Name and Address and Name of Vendor and Address. WHEREAS the parties hereto have entered into a business relationship, and now Partnership Name now wishes to dissolve said Partnership; Now Name of Vendor and Partnership Name hereby release and forever discharge one another, effective this DATE, from any and all debts, liabilities, obligations and claims in any way relating to the Partnership, excepting those listed below, including but not limited to the partnership agreement entered into between the Vendor and the Purchaser, if any. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the ____day of _______, _____ ; Witness ________________________ Name of Partner 1 Witness _____________________________ Name of Vendor Download Word Document In English. (Rs.15/-)

  • OFFER TO PURCHASE REAL ESTATE PROPERTY

    OFFER TO PURCHASE REAL ESTATE PROPERTY The undersigned (herein “Purchaser”) hereby offers to purchase from the owner (herein “Seller”) the real estate located at _____________________________in the city of__________________________, County of_________________, State of___________________________, the legal description of which is:_______________________________________________________________________________ ____________________________________________________________________________________________________________________________________________________________________ upon the following terms and conditions: 1. Purchase Price and Conditions of Payment The purchase price shall be _______________________________________Dollars ($___________) to be paid in accordance with subparagraph________________________, below: A: Cash. The purchase price shall be paid in its entirety in cash at the time of closing the sale.  B: Cash Subject to New Mortgage. The purchase price shall be paid in cash at the time of closing the sale subject, however, to Purchaser’s ability to obtain a first mortgage loan within __________days after the acceptance of this offer by Seller in the amount of $______________, payable in not less than ______________monthly installments, including interest at a rate not to exceed _____________% financing. If such financing cannot be obtained within the time specified above then either  urchaser or Seller may terminate this agreement and any earnest money deposited by Purchaser will be promptly refunded.  C: Cash Subject to Existing Mortgage. The purchase price shall be paid in cash at the time of closing the sale after deducting from the purchase price the then outstanding balance due and owing under the existing mortgage in favor of _____________, dated_____________, 20___, in the original amount of $________________; of such mortgage debt is approximately $________________ as of _________________, 20____.  D: Cash With Assumption of Existing Mortgage. The purchase price shall be paid in cash at the time of the closing of the sale after deducting from the purchase price the then outstanding balance due and owing under the existing mortgage in favor of _______________, dated_________________, 20___,having a present balance of approximately $___________________________, as of _______________, 20___, which the purchaser hereby assumes and agrees to pay in accordance with its terms and to perform all of its provisions; purchaser shall pay any and all payments coming due after the closing of the sale. Any transfer fees required by the mortgage shall be paid by________________.  E: Sale by Land Contract. The purchase price shall be paid in accordance with the certain land contract attached hereto and incorporated into this contract by this reference. The down payment to be made at the time of closing this sale shall be $_____________and the balance of $____________shall be paid at the rate of ___________% per annum. 2. Earnest Money Deposit As earnest money Purchaser deposits $__________________with the broker which shall be applied to the purchase price at the time of closing the sale. In the event that this offer is not accepted by Seller this earnest money deposit shall be promptly refunded to Purchaser by the broker. In the event that this offer is accepted by Seller and Purchaser shall fail to perform the terms of this agreement the earnest money deposit shall be forfeited as and for liquidated damages suffered by Seller. Seller is not, however, precluded from asserting any other legal or equitable remedy, which may be available to enforce this agreement.  3. Real Estate Taxes, Assessments, and Adjustments Real Estate Taxes accrued against the property shall be prorated through the date of closing the sale and Seller shall pay all taxes allocated to the property through that date of acceptance of this offer to purchase. Rents, if any, shall be prorated through the date of closing and all rent deposits shall be transferred to Purchaser. Existing casualty insurance shall be canceled/prorated through the date of closing. 4. Title to the Property Seller shall provide purchaser prior to the closing and promptly after the acceptance of this offer, at Seller’s expense and at Seller’s option an abstract of title to the property brought down to date or an owner’s policy of title insurance in an amount equal to the purchase price, said abstract of policy to show marketable or insurable title to the real estate in the name of Seller subject only to easements, zoning and restrictions of record and free and clear of all other liens and encumbrances except as stated in this offer. If the abstract or title policy fails to show marketable or insurable title in Seller a reasonable time shall be permitted to cure or correct defects. Seller shall convey title to Purchaser at the time of closing by a good and sufficient general warranty deed free and clear of all liens and encumbrances except as otherwise provided in this offer and subject to easements, zoning and restrictions of record. 5. Possession of the Property Purchaser shall be given possession of the property on _______________, 20____. A failure on the part of Seller to transfer possession as specified will not make Seller a tenant of Purchaser, but in such event Seller shall pay to Purchaser $____________________per day as damages for breach of contract and not as rent. All other remedies, which Purchaser may have under law, are reserved to Purchaser. 6. Risk of Loss The risk of loss by destruction or damage to the property by fire or otherwise prior to the closing of the sale is that of Seller. If all or a substantial portion of the improvements on the property are destroyed or damaged prior to the closing and transfer of title this agreement shall be void able at Purchaser’s option and in the event Purchaser elects to avoid this agreement the earnest money deposited shall be promptly refunded. 7. Improvements and Fixtures Included This offer to purchase includes all improvements, buildings and fixtures presently  on the real estate including but not limited to electrical, gas, heating, air conditioning, plumbing equipment, built-in appliances, hot water heaters, screens, storm windows, doors, Venetian blinds, drapery hardware, awnings, attached carpeting, radio, television antennas, trees, shrubs, flowers, fences and __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ 8. General Conditions It is expressly agreed that this agreement to purchase real estate includes the entire agreement of Purchaser and Seller. This agreement shall be binding upon the heirs, personal representatives, successors and assigns of both Purchaser and Seller. This agreement shall be interpreted and enforced in accordance with the laws of the State of______________________________.   9. Special Conditions ___________________________________________________________________________________________ ___________________________________________________________________________________________ ________________________________________________________________ 10. Time for Acceptance and Closing This offer is void if not accepted by Seller in writing on or before _________________________ A.M./P.M. of the ______________________________day of ________________________, 20____. Closing of the sale shall take place _____________ days after Purchaser’s receipt of an abstract showing marketable title in Seller or title insurance binder showing insurable title in Seller. This offer is made at ______________________________, State of ____________________, this ____________________ day of ________________________________, 20_______. ____________________________ (PURCHASER) ____________________________ (PURCHASER) Acceptance by Seller The foregoing offer to purchase real estate is hereby accepted in accordance with the terms and conditions specified above. The undersigned hereby agrees to pay a brokerage fee of $_______________________ to ________________________, broker, in accordance with the existing listing contract. Dated this ____________________________ day of _____________________________, 20_____. ____________________________ (SELLER) ____________________________ (SELLER) Download Word Document In English. (Rs.20/-)

  • Zero Tolerance Policy

    Zero Tolerance Policy This policy aims to maintain and foster a work environment in which all employees are treated with decency and respect. We have adopted a zero-tolerance policy toward discrimination and all forms of unlawful harassment, including but not limited to sexual harassment.  This zero-tolerance policy means that no form of unlawful discriminatory or harassing conduct towards any employee, client, contractor, or another person in our workplace will be tolerated. The company is committed to enforcing its policy at all levels and any employee who engages in prohibited discrimination or harassment will be subject to discipline, up to and including immediate discharge from employment for a first offense This policy is equally applicable to all members, directors and vendors, and the company reserves the right to preclude such individuals from participation in or doing business with the company to the extent they engage in conduct prohibited by this policy. Conduct Covered by this Policy: This policy applies to and prohibits all forms of illegal harassment and discrimination, not only sexual harassment.  Accordingly, the company absolutely prohibits harassment or discrimination based on sex, age, disability, perceived disability, marital status, personal appearance, sexual orientation, race, color, religion, national origin, veteran status or any other legally protected characteristic. Because confusion often arises concerning the meaning of sexual harassment in particular, it deserves special mention.  Sexual harassment may take many forms, including the following: Offensive and unwelcome sexual invitations, whether or not the employee submits to the invitation, and particularly when a spoken or implied quid pro quo for sexual favors is a benefit of employment or continued employment; Offensive and unwelcome conduct of a sexual nature, including sexually-graphic spoken comments; offensive comments transmitted by e-mail or another messaging system; offensive or suggestive images or graphics whether physically present in the workplace or accessed over the Internet; or the possession of or use of sexually suggestive objects; and Offensive and unwelcome physical contact of a sexual nature, including the touching of another, ’s body; the touching or display of one’s own body, or any similar contact. Computer Messaging and Information Systems: Employees are particularly cautioned that the use of e-mail, voice mail, or other electronic messaging systems, or the Internet, may give rise to liability for harassment.  Employees may not generate, should not receive, and must not forward, any message or graphic that might be taken as offensive based on sex, gender, or other protected characteristic.  This includes, for example, the generation or forwarding of offensive “humor” which contains sexually-offensive terms, or terms which are offensive to any race, religion, national origin group, or another protected group. Employees receiving offensive messages over the company’s computer equipment, or receiving other unlawfully offensive messages or graphics over the company’s computer equipment, should report those messages to their supervisor or another appropriate manager. Employees are reminded that the company’s computers and the data generated on, stored in, or transmitted to or from the company’s computers remain the property of the company for all purposes.  No employee is authorized to use any company computer, computer system, network, or software for the preparation, transmission, or receipt of sexually offensive messages or graphics, or for other messages or graphics which might be taken as offensive based on any other protected characteristic. Employees are reminded that the company retains the right to monitor its computers, computer systems, and networks to ensure compliance with this requirement. Mandatory Procedures in Cases of Harassment: Any employee who believes that she or he has been subjected to unlawful harassment of any kind has the responsibility to report the harassment immediately to her or his supervisor.  If the employee is uncomfortable reporting the harassment to her or his immediate supervisor (whether because the supervisor has committed the harassment, or for any other reason whatsoever), the employee must report the harassment to the next higher level of management above the immediate supervisor or, if the employee prefers, to the [ Human Resources Director, Chief Financial Officer, or President ] of the company. The company is committed to taking all reasonable steps to prevent harassment and will make every reasonable effort promptly and completely to address and correct any harassment that may occur.  However, the company cannot take prompt and effective remedial action unless each employee assumes the responsibility of reporting any incident of harassment immediately to an appropriate supervisory employee. Every report of harassment will be investigated promptly and impartially, with every effort to maintain employee confidentiality.  The complainant and the accused will be informed of the results of the investigation.  If the company finds that its policy has been violated, it will take appropriate corrective and remedial action, up to and including discharge. Reporting Without Fear of Retaliation: No employee will be retaliated against for reporting harassment.  This no-retaliation policy applies whether a good faith complaint of harassment is well founded or ultimately determined to be unfounded. No manager or supervisor is authorized, or permitted, to retaliate or to take any adverse employment action whatsoever against anyone for reporting unlawful harassment, or for opposing any other discriminatory practice in the workplace. Any employee who feels he or she has been retaliated against in violation of this no-retaliation policy is responsible for reporting the retaliation to management, in the same manner as any other form of harassment or discrimination should be reported. Download Word Document In English. (Rs.20/-)

  • Joint Marketing Agreement

    Joint Marketing Agreement Download Word Document In English. (Rs.30/-) This Joint Marketing Agreement (the “Agreement”) is made effective this [NTH] day of [MONTH], [YEAR] under the [LAW/ACT] of [STATE/PROVINCE] between the following parties: [NAME OF CLIENT], herein referred to as the “Client,” an individual whose main area of residence is located at [STREET ADDRESS][CITY, STATE/PROVINCE][ZIP CODE] AND [NAME OF SENDER], herein referred to as the “Sender,” an organization legally created under the [LAW/ACT] of [STATE/PROVINCE] with main office located at [STREET ADDRESS][CITY, STATE/PROVINCE][ZIP CODE] TERMS AND CONDITIONS The parties acknowledge and agree to uphold the following terms and conditions set forth by this Agreement: 1. CO-MARKETING PURSUITS Both the Client and the Sender agree to uphold and execute the following co-marketing obligations to the best of their efforts: [SPECIFY CO-MARKETING OBLIGATIONS HERE]. 2. RESPONSIBILITIES The following are the responsibilities the Client is obliged to: [SPECIFY OTHER CLIENT RESPONSIBILITIES HERE] The following are the exclusive responsibilities that Sender is obliged to carry out: [SPECIFY SENDER’S RESPONSIBILITIES HERE] The following are responsibilities that both the Client and the Sender are obliged to carry out:  [SPECIFY JOINT RESPONSIBILITIES OF CLIENT AND SENDER HERE] 3. OBTAINED INFORMATION AND DATA The Client and the Sender agree to a mutual exchange of marketing information and data obtained while executing the responsibilities expected of both parties in this Agreement. Marketing information and data include, but not limited to, the following: [SPECIFY MARKETING INFORMATION AND DATA HERE] 4. INTELLECTUAL PROPERTY The Client and the Sender agree to keep safe and properly maintain any and all intellectual property. Intellectual property shall include, but not limited to, the following: [SPECIFY INTELLECTUAL PROPERTY HERE] 5. CONFIDENTIALITY  The Client and the Sender agree to uphold any and all marketing information and data mentioned in Section C of this Agreement with utmost confidence. It is agreed that neither party shall disseminate or exchange any data or information with co-workers, family members, third parties, competitors, or any other business entity that is not officially part of this Agreement. Any need to share this data or information with another individual or party must first be put in writing and sent to the other party for approval. This written notice must be sent no less than [NUMBER] days prior to the proposed date. 6. EXCLUSIVITY The Client and the Sender agree to not be involved in other similar joint marketing agreements with other individuals, third parties, competitors, or other entities that are not a part of this Agreement. Any party that wishes to involve itself in any joint marketing agreement must send a written notice to the other party no more than [NUMBER][WEEKS/MONTHS] subsequent to the termination date of this Agreement. Unless a written notice of approval signed by both parties is presented, the said Party is eligible to join another joint marketing agreement. 7. TERM This Agreement shall terminate on the [NTH] day of [MONTH], [YEAR], provided that all the responsibilities set forth by this Agreement are successfully and effectively executed by both the Client and the Sender. 8. GOVERNANCE AND AUTHORIZATION This Agreement exists and shall be governed by the [LAW/ACT] of [STATE/PROVINCE] and all other applicable laws. This Agreement has been certified legal and true by the following permits, licenses, and authorizations: [SPECIFY PERMITS, LICENSES, AND AUTHORIZATIONS HERE] 9. TERMINATION This Agreement shall be immediately terminated under the following conditions: Disclosure of confidential information to third party individuals or entities; Failure to comply with the obligations herein; Forging business relationships with other parties that compete with the products/services to be marketed under this Agreement; [SPECIFY OTHER VIOLATIONS] Should the Client and/or the Sender be found guilty of any of the aforesaid violations, this Agreement shall be effectively terminated provided that a notice of termination is sent to both parties no less than [NUMBER][DAYS/WEEKS] prior to the proposed termination date.  10.  SETTLEMENT OF DISPUTES, GOVERNING LAW & ARBITRATION   Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator. This Agreement shall be governed by the laws of India.  The Courts in Mumbai (City Name) shall have exclusive jurisdiction over the subject matter of this Agreement. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name). The award passed in the arbitration proceedings shall be final and binding on both the parties. The cost of arbitration proceedings shall be equally borne by both the parties. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [AUTHORIZED SIGNATURE] [AUTHORIZED SIGNATURE] [CLIENT’S NAME] [SENDER’S NAME] [JOB TITLE] [JOB TITLE] [DEPARTMENT NAME] [DEPARTMENT NAME] [COMPANY NAME] [COMPANY NAME]

  • NOC Letter to Employee For Visa

    NOC Letter to Employee For Visa Date: _______________ Ref No. _____________ To Whomsoever It May Concern This is to certify that Mr. _________________ is a sincere employee of our organization and he is working with us since _______ years as a Operation Manager. He is going to official visit of (NAME OF COUNTRY) and this letter is issued as per requirement of the Visa provider. We have no objection upon him and he is loyal to his job. This letter can be used for his further concerns. Yours Sincerely, (Sign & Stamp) HR Officer, Company Name Download Word Document In English. (Rs.5/-)

  • Promissory Note

    Promissory Note 1. Promise to Pay FOR VALUE RECEIVED, the undersigned, ____________________. (the “Borrower”), hereby promises to pay, in the manner set out in Section 2 of this note, to or to the order of ________________________________ (the “Holder”), the principal sum of __________________ Rupees (Rs.)_______) in lawful money of Canada (the “Principal Sum”) and interest thereon as hereinafter set forth. 2. Principal Repayments The Principal Sum and any interest thereon shall become due and be payable to the Holder on _____________ 2020. 3. Interest Rate and Payments (a) The Principal Sum hereof outstanding from time to time shall bear interest at the rate of ____ percent (_%) per annum calculated annually, not in advance.  (b) Interest begins accruing the date at which both the loan monies are received, and all required signatures are on the promissory note. Interest shall accrue and be payable before and after maturity and before and after default and before and after judgment with interest on overdue interest at the same rate as aforesaid. 4. Waiver of Notice The Borrower hereby waives presentment for payment, notice of non-payment, protest and notice of protest and does hereby agree and consent to all extensions and renewals hereof, without notice. 5. Repayment Right The Borrower shall have the right to prepay the Principal Sum, or any portion thereof, without notice, bonus or penalty. 6. General This Note shall be binding upon the Borrower and its successors and assigns. This Note shall be governed by and construed in accordance with the laws of the Province of Ontario and the Borrower hereby attorns to and acknowledges the exclusive jurisdiction of the Courts with respect to the subject matter hereof. The Borrower shall not assign this Note without the prior written consent of the Holder. 7. Default Upon default in payment of any indebtedness or liability of the Borrower, including principal or interest due hereunder or upon default by the Borrower in the performance of any other obligation to the Holder, or if the Borrower shall become insolvent or bankrupt or make a proposal in bankruptcy or takes or commences any steps or proceedings under the Companies' Act or the Bankruptcy and Insolvency Act  or if the Borrower shall cease carrying on its business or if the Borrower shall dispose of or encumber any of its assets other than the ordinary course of the Borrower's business or a receiver or receiver and manager shall be appointed or if any executions shall be filed against or a distress or an analogous process shall be levied upon the Borrower or any of the assets of the Borrower, the entire unpaid principal indebtedness owing by the Borrower to the Holder evidenced hereby and all interest accrued thereon to the date of payment shall become forthwith due and payable upon demand by the Holder. IN WITNESS WHEREOF the Borrower has executed this Note. ____________________. (Two authorized signatures required.) Per: __________________________________ Date: __________________________________ Per: __________________________________ Date: __________________________________ Download Word Document In English. (Rs.5/-)

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