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- AFFIDAVIT OF IDENTITY
AFFIDAVIT OF IDENTITY STATE OF ____________________COUNTY OF ____________________ I/We, ____________________, born in ____________________, in the county of ____________________ in the state of ____________________ and being duly sworn, do hereby depose and attest that: My full and legal name is ____________________ My current address is ____________________ My Social Security number ____________________ As proof of identity, I have presented the public notary the following photo ID: ____________________ I understand that the purpose of this document is to demonstrate that I am the proven client of ____________________ I understand that the falsification of this document is a felony offense, and I swear that all of the aforementioned information is true. ____________________ AFFIANT Subscribed and sworn to before me this ____________________ day of ____________________ 20 ____________________ ____________________(Notary Public), ____________________ County. My commission expires ____________________ 20 ____________________ Download Word Document In English. (Rs.10/-)
- STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (“Agreement”) is entered into as of ______________________, 20___ by and between ________________________________________ (“Seller”) and _____________________ ________________________________________ (“Purchaser”). Purchaser and Seller may collectively be referred to as the “Parties.” WHEREAS, Seller is the record owner and holder of shares of the capital stock of _______________________ (the “Company”), a __________________ [insert state of incorporation] Corporation; and WHEREAS, the Parties desire to enter into this Agreement pursuant to which Purchaser will purchase from Seller shares of capital stock of the Company. NOW, THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows: PURCHASE AND SALE: Subject to the terms and conditions set forth in this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell, transfer and convey to the Purchaser ___________________________ (____________) shares of ______________________ [insert class of stock—e.g. common, preferred, etc.] stock of the Company (the “Stock”). PURCHASE PRICE: The purchase price for each share of Stock shall be ____________________________________________ dollars ($_____________) for an aggregate purchase price of _____________________________________ dollars ($_________________) (the “Purchase Price”), to be paid to the Seller in cash at the closing. CLOSING: The closing contemplated by this Agreement for the transfer of the Stock and the payment of the Purchase Prices shall take place at ________________________ _______________________________________________________________________, on _____________________, 20__ at _____________ [insert place and time] (the “Closing”). The certificates representing the Stock shall be duly endorsed for transfer or accompanied by an appropriate stock transfer. REPRESENTATIONS AND WARRANTIES OF SELLER: Seller hereby warrants and represents that: Restrictions on Stock. The Seller is not a party to any agreements that create rights or obligations in the Stock relating to any third party including voting or stockholder agreements. The Seller is the lawful owner of the Stock, free and clear of any encumbrances, security interests or liens of any kind and has full power and authority to sell and transfer the Stock as contemplated in this Agreement. Organization and Standing. To the Seller’s knowledge, the Company is duly organized, validly existing and in good standing under the laws of the State of _______________________ [insert state of incorporation] and has full power and authority to own and operate its property and assets and to carry on its business as presently conducted. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the Parties. BROKER’S FEES: The Parties represent that there has been no act in connection with the transactions contemplated in this Agreement that would give rise to a valid claim against either party for a broker’s fee, finder’s fee or other similar payment. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both the Seller and Purchaser. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of _______________________________________. NOTICE: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service: If to Purchaser: __________________________________________________ __________________________________________________ __________________________________________________ If to Seller: __________________________________________________ __________________________________________________ __________________________________________________ WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. PURCHASER: SELLER: ___________________________________ _________________________________ ___________________________________ _________________________________ (Name) (Name) ___________________________________ _________________________________ (Position) (Position) Download Word Document In English. (Rs.15/-)
- intern-Offer-Letter agreement
OFFER LETTER FOR PAID INTERN Date Name Address City, State Zip Code Re: Internship Offer Dear : On behalf of (the “Company”), I am pleased to extend to you this offer of temporary employment as an Intern, reporting to . If you and accept this offer, you will begin your internship with the Company on will be expected to work ____ days per week. You will be paid per month, less all applicable taxes and withholdings, payable . As an intern you will be receive “temporary employment” status. As a temporary employee, you will not receive any of the employee benefits that regular Company employees receive, including, but not limited to, health insurance, vacation or sick pay, paid holidays, or participation in the Company’s employee benefit plan plan. Your internship is expected to end on . However, your internship with the Company is “at-will,” which means that either you or the Company may terminate your internship at any time, with or without cause and with or without notice. During your employment, you may have access to trade secrets and confidential business information belonging to the Company. By accepting this offer of employment, you acknowledge that you must keep all of this information strictly confidential, and refrain from using it for your own purposes or from disclosing it to anyone outside the Company. In addition, you agree that, upon conclusion of your employment, you will immediately return to the Company all of its property, equipment, and documents, including electronically stored information. By accepting this offer, you agree that throughout your internship, you will observe all policies and practices governing the conduct of our business and employees, including our policies prohibiting discrimination and harassment. This letter sets forth the complete offer we are extending to you, and supersedes and replaces any prior inconsistent statements or discussions. It may be changed only by a subsequent written agreement. I hope that your association with the Company will be successful and rewarding. Please indicate your acceptance of this offer by signing below and returning it to contact me. Very truly yours, Name Title I accept employment with the Company on the terms and conditions set out in this letter. Printed Name Signature Date OFFER LETTER FOR UNPAID INTERN Date Name Address City, State Zip Code Re: Internship Offer Dear : We are pleased to offer you an internship with (the “Company ” ). This is an educational internship. Our goal is for you to learn more about _[BUSINESS/INDUSTRY]. As we discussed, your internship is expected to last from to , hours per week. [OPTIONAL: However, at the sole discretion of the Company, the duration of the internship may be extended or shortened with or without advance notice.] [OPTIONAL: Include description of Internship program and training.] As an intern, you will not be a Company employee. Therefore, you will not receive a salary, wages, or other compensation. In addition, you will not be eligible for any benefits that the Company offers its employees, including, but not limited to, health benefits, holiday pay, vacation pay, sick leave, retirement benefits, or participation in the Company ' s employment plan. You understand that participation in the internship program is not an offer of employment, and successful completion of the internship does not entitle you to employment with the Company. During your internship, you may have access to confidential, proprietary, and/or trade secret information belonging to the Company . You agree that you will keep all of this information strictly confidential and refrain from using it for your own purposes or from disclosing it to anyone outside the Company. In addition, you agree that, upon conclusion of the internship, you will immediately return to the Company all of its property, equipment, and documents, including electronically stored information. By accepting this offer, you agree that you will follow all of the Company's policies that apply to non-employee interns, including, for example, the Company's anti-harassment policy. This letter constitutes the complete understanding between you and the Company regarding your internship and supersedes all prior discussions or agreements. This letter may only be modified by a written agreement signed by both of us. Please indicate your acceptance of this offer by signing below and returning it to . I hope that your internship with the Company will be successful and rewarding. Please indicate your acceptance of this offer by signing below and returning it to . If you Very truly yours, Name Title I accept employment with the Company on the terms and conditions set out in this letter. Printed Name Signature Date Download Word Document In English. (Rs.30/-)
- Compromise Disputed Account Agreement
Compromise Disputed Account Agreement ______________ (creditor’s name), referred to as CREDITOR and ____________ (your name), referred to as DEBTOR, agree to compromise the indebtedness as between them. CREDITOR, hereby agrees to compromise the indebtedness due the CREDITOR on the following terms and conditions: The CREDITOR and the DEBTOR agree that the present debt due is Rs.____________ (the amount of the debt). The parties agree that the CREDITOR shall accept the sum of Rs.______________ (the amount of the settlement) as full payment on the debt. The acceptance of the payment will serve as a complete discharge of all monies due. The payment shall be made in ___________ (note the form of payment). In addition, upon accepting of the Rs.__________ (amount of the settlement), the CREDITOR will notify all Credit Reporting Agencies that account is PAID AS AGREED, and delete any entries showing this account as ever being late . This compromise is expressly conditioned upon the payment being received by ________________ (date that payment is to be made). If the DEBTOR fails to pay the compromised amount by ______________ (date that payment is to be made), the original amount owed by the DEBTOR will be reinstated in full, and immediately due. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. Dated: _______________ Signature: ______________________________ ___________________ (Creditor’s name) CREDITOR Signature: ____________ ___________________ (Your name) Debtor Download Word Document In English. (Rs.10/-)
- FURNITURE AGREEMENT
FURNITURE AGREEMENT Download Word Document In English. (Rs.40/-) This AGREEMENT is made effective on the [____] day of [____] in the year [20___] . BETWEEN the Owner: The [_________________] , a construction company, represented by its Chief Executive Officer, [________________] , hereafter referred to as the [Owner] , with its registered office at [________________________________________________] . and the Furniture Vendor: The [________________________] , a furniture manufacturing business, represented by its Sales Representative, [ _______________________] , hereafter referred to as the [Furniture Vendor] , with a registered office at [____________________________________________] . for the following Project: [______________________] at [____________________________________________] for __________________________________________ purposes. The Interior Designer: The [ _________________] , a construction business, represented by its Interior Designer, [ ________________] , hereafter referred to as the [Interior Designer] , with its registered office at [__________________________________________________] . The Owner and Furniture Vendor agree as follows: ARTICLE 1. AGREEMENT DOCUMENTS The documents legally binding the Owner and Furniture Vendor, referred to herein as the Contract Documents, are these Articles of Agreement and the rest of the documents hereof: 1.1. Request for Proposal for Furniture and Fixtures; 1.2. Furniture and Fixture Proposal; 1.3. Furniture and Fixture Supply Contract; 1.4. Consultation Service Agreement of the Interior Designer; 1.5. Approved list of Furniture and Fixtures; 1.6. Purchase Order; 1.7. Sales Invoice; 1.8. Change Orders, if applicable; and 1.9. Design Modifications, if applicable. ARTICLE 2. WORK 2.1. The Owner employs the Furniture Vendor for a period of five (5) years to supply furniture and fixtures on present and future construction projects relating to medical and health care facilities. Upon signing this agreement, the Furniture Vendor agrees to supply only the requested and approved list of furniture and fixtures within the execution of work. 2.2. The Furniture Vendor must adhere to the terms and conditions stated in the Agreement Documents stated in Article 1, hereof. 2.3. The Furniture Vendor will complete all work necessary on the 29th of March 2020, as specified in the Furniture Supply Agreement. 2.4. The Furniture Vendor will only supply the furniture and fixtures stated in the purchase order and sales invoice within the time allotted as specified by the Owner and shall collect all payment necessary as indicated in the sales invoice. The Furniture Vendor shall provide the Owner with a receipt stating the total amount of payment given to the Furniture Vendor. ARTICLE 3. DATE OF COMMENCEMENT AND COMPLETION The Furniture Vendor must commence with the work stated under this Agreement within the effective date of (Start Date) , upon the issuance of the purchase order by the Owner and completed by (End Date) . ARTICLE 4. LOCATION Completion of all work will be executed at the intended location of the project at ______________________________________________, or as specified by the Owner. ARTICLE 5. MATERIALS 5.1. All furniture, fixtures, and materials ordered will be provided solely by the Furniture Vendor. All materials and supplies must be new and in good condition as a requirement for this Agreement. 5.2. The Furniture Vendor shall not use nor forward any materials and supplies ordered by the Owner to other clients unless otherwise stated; the Furniture Vendor has the right to ship canceled orders to other clients. ARTICLE 6. PAYMENTS The payment amount will remain constant upon the purchase of materials, wherein the Owner will pay the Furniture Vendor the total amount of _________ for the materials delivered, as stated in Article 1 of this Agreement. 6.1 Progress Payments 6.1.1. The Owner agrees to pay the initial amount of ______________ to the Furniture Vendor upon receiving the initial estimate of the materials via check or bank transfer. 6.1.2. Upon confirmation of the purchase order and the issuance of the initial estimate of materials ordered, the Furniture Vendor will receive the downpayment intended for the order, seven (7) to fourteen (14) working days after the payment. 6.3. The initial payment shall equal 25% of the total cost due to the Furniture Vendor, remitted within two (2) working days after the order. 6.4. Any orders forwarded to the Furniture Vendor with late payment and no payment within the indicated payment period will be automatically forfeited. 6.2 Final Payment 6.2.1. Upon the completion of work and the issuance of the sales invoice by the Furniture Vendor to the Owner, the final payment shall be forwarded by the Owner at least seven (7) working days after the materials are delivered completely. 6.2.2. The Owner must remit the entire payment fully due to the Furniture Vendor upon the issuance of a sales invoice. 6.2.3. The Furniture Vendor is entitled to receive a 5% interest in the total payment due upon final payment delays done by the Owner. 6.2.3. The Furniture Vendor will provide a receipt to the Owner upon receiving the payment due. 6.3. Payment in the Event of Termination In the event of terminating the Agreement, the Furniture Vendor is entitled to receive any amount that is lawfully due and payable within the 14-day allotted termination payment period. ARTICLE 7. OWNER 7.1 The Owner will secure all the requirements necessary to commence the delivery of materials. 7.2. The Owner will provide all the payment necessary to the Furniture Vendor for the completion of the Agreement. 7.3 The Owner will personally check and assess the materials delivered by the Furniture Vendor upon arrival and mandate any appropriate changes necessary. 7.4. The Owner will coordinate with the Furniture Vendor and the Interior Designer in completing the project. ARTICLE 8. FURNITURE VENDOR 8.1. The Furniture Vendor will duly perform the work stated in this Agreement. 8.2. The Furniture Vendor will be responsible for delivering the furniture and fixtures ordered by the Owner, as stated in the purchase order. 8.3. The Furniture Vendor will secure all the documents and materials necessary for the completion of furniture and fixture delivery. 8.4. The Furniture Vendor must abide by the laws in performing the work, as stated in this Agreement. 8.5. The Furniture Vendor will coordinate with the Owner in completing the Agreement. ARTICLE 9. INTERIOR DESIGNER 9.1. The Interior Designer will duly perform the work assigned and stated in this Agreement. 9.2. The Interior Designer will secure a copy of the material list, and other documents and materials necessary to complete the project. 9.3. The Interior Designer will coordinate with the Owner and Subcontractors during the process of completing the Project. ARTICLE 10. SUBCONTRACTORS 10.1. The Subcontractors, under a binding contract with the Interior Designer, will perform any work for the Project. 10.2. The Subcontractors will duly perform the work as agreed with the Interior Designer. 10.3 The Subcontractors will coordinate with the Interior Designer in the process of completing the Project. ARTICLE 11. NATURE OF RELATIONSHIP The Owner and the Furniture Vendor acknowledges a commercial relationship hereunder. Upon signing this agreement, the Furniture Vendor gives the Owner full authority to mandate necessary purchases and changes of order, as long as requirements have complied. ARTICLE 12. COMPLIANCE WITH LAWS In compliance with applicable local, state, and federal laws, the Furniture Vendor will secure all the documents, receipts, and permits necessary to proceed with the Agreement. ARTICLE 13. MODIFICATIONS No modifications or amendments shall take effect on this Agreement without the consent and written authorization of all Parties hereto. ARTICLE 14. 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. ARTICLE 15. INSURANCE 15.1. The Furniture Vendor, under suitable laws, must insure and indemnify the Owner from and against all claims and liabilities on any forms of injuries, accidents, loss, or damage that arises during the execution of work as stated in this Agreement. 15.2. The Furniture Vendor shall, without limiting its obligations or liabilities to the Owner, shall cover a minimum insurance amount of __________ in the case of damages made within six months after the procurement of materials. ARTICLE 16. TERMINATION 16.1. The Owner has the right to terminate this Contract upon failure of the Furniture Vendor to deliver the ordered materials as stated herein by sending a notice of termination to the Furniture Vendor. Any additional expenses required for the completion of work will be owed to the Furniture Vendor. 16.2. In the case wherein the Owner decides to terminate this Contract, the Owner will abide by the payment terms stated in Article 6 of this Agreement. 16.3. Non-compliance or failure of the Furniture Vendor to execute the work stipulated on the Agreement equivalents to nonpayment of termination fees by the Owner. This Agreement is executed on the date first set forth above. OWNER FURNITURE VENDOR WITNESSES: Witness 1 ___________________ Witness 2 ___________________
- Appointment Letter for Non-executive Independent Director
PRIVATE & CONFIDENTIAL Dear Appointment as a Non-Executive Independent Director of __________________ (“the Company”) On behalf of the Company, I write to confirm your appointment as a Non-Executive Independent Director of the Company (the “Appointment”) with effect from ....... The terms of the Appointment, which shall be subject to the Articles of Association of the Company are set out below: Appointment 1. The Appointment is for a term of 5 (five) years, expiring at the conclusion of the Annual General Meeting to held in ...... (the “Termination Date”).The Appointment will be subject to the Company’s Articles of Association and approval of shareholders. 2. During the tenure of appointment you may be asked to serve on one or more of the Board committees including Audit, Stakeholders Relationship, Nomination and Remuneration and CSR Committees. You have been provided with copies of the terms of reference for each of those committees. 3. You are considered to be a Non-Executive Independent Director and will be identified as such in the annual report and other documents. If circumstances change, and you believe that your independence may be in doubt, you should discuss this with the Chairman, as soon as possible. Role 4. As a Non-Executive Independent Director, you have the same general legal responsibilities to the Company as any other Director. 5. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs. The Board: Provides entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed; Sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives, and reviews management performance; and Sets the Company’s values and standards and ensures that its obligations to its shareholders and others are understood and met. 6. In addition to these requirements of all Directors, the role of the Nonexecutive Independent Director has the following key elements: Strategy He/she should constructively challenge and contribute to the development of Company’s strategy; Performance He/she should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; Risk He/she should satisfy that financial information is accurate and that financial controls and systems of risk management are robust and defensible; People He/she is responsible for determining appropriate levels of remuneration of Executive Directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning; Time He/she should devote time to developing and refreshing their knowledge and skills; Integrity and Probity He/she should uphold high standards of integrity and probity and support the Chairman and other directors in instilling the appropriate culture, values and behaviour in the boardroom and beyond; Duties He/she should perform the duties as specified in Schedule IV (Code for Independent Directors) of the Companies Act, 2013. Fees 7. For your services as a Non-Executive Independent Director you will be paid a sitting fee of $ ....... for each sitting of the Board or Committee thereof. Income Tax, as applicable, will be deducted at source. 8. You will not be entitled to any bonus during the Appointment and shall not be entitled to any stock option if the Company formulates for its employees. Expenses 9. In addition to the fee, the Company will reimburse to you the actual incidental expenses as incurred, if any. Further, you will be entitled to Business Class air travel for attending the Board/Committee Meetings of the Company. 10. During the tenure of appointment, circumstances may arise in the furtherance of your duties as a Director when you may be required to seek advice from independent advisors at the Company’s expense. The Company will, either arrange for obtaining the advice at Company’s cost or reimburse to you the entire cost incurred by you, if any. Other directorships and business interests 11. The Company acknowledges that you may have business interests other than those of the Company and that you have declared any conflicts that are apparent at present. In the event that you become aware of any potential conflicts of interests, these should be disclosed to the Chairman and Company Secretary as soon as they become apparent. 12. During the Appointment, you must consult with the Chairman prior to accepting any other (or further) directorships of publicly quoted companies or any major external appointments. Code of Conduct 13. During the tenure of your Appointment you will comply with the following and such other requirements as the Board of Directors may from time to time specify: Guidelines of professional conduct given under ____________the Companies Act; The Oberoi Dharma, the fundamental Code of Conduct for all Directors and Employees of The Oberoi Group; The Company’s Code of Conduct for Prevention of Insider Trading in its shares. 14. You must apply the highest standards of confidentiality and not disclose to any person or company (whether during the course of the appointment or at any time after its termination) any confidential information concerning the Company and any Group Companies with which you come into contact by virtue or your position as a Non-Executive Independent Director of the Company. 15. You attention is drawn to the requirements under both legislation and regulation as to the disclosure of price-sensitive information. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior clearance from the Chairman. 16. On cessation of the appointment by resignation, expiry or otherwise, you will deliver to the Company all books, document, papers and other property of or relating to the business of the Company which are in your possession, custody or power by virtue of your position as a Non-Executive Independent Director of the Company. The Company will arrange to the disposal of papers that you no longer require. Performance Review Process 17. The performance of individual Directors and the whole Board and its Committees will be evaluated annually. If, in the interim, there are any matters arising in connection with your role as a Non-Executive Independent Director which cause you concern you should discuss them with the Chairman as soon as is appropriate. Insurance 18. The Company has Directors and Officers (D&O) liability insurance and it is intended to maintain such cover for the full term of the appointment. You have been provided with details of insurance. Publication of the letter of appointment 19. In line with the provisions of the Companies Actand the Code of Corporate Governance under the listing agreement, the Company will make public a generic copy of this letter on its website at www.____________.in and will also arrange for your individual letter of appointment to be on display at the Company’s Annual General Meeting. This letter is governed by and shall be construed in accordance with the laws of India and the parties agree to submit to the exclusive jurisdiction of the courts of India. This letter constitutes neither a contract for services nor a service contract. Please confirm your agreement to the above by signing and returning to me the enclosed duplicate of this letter. Yours sincerely, I have read and agree to the above terms regarding my appointment as a Non-Executive Independent Director of __________________. Download Word Document In English. (Rs.25/-)
- Intellectual Property Sale Agreement
Intellectual Property Sale Agreement Download Word Document In English. (Rs.70/-) This Intellectual Property Sale Agreement entered into [INSERT DATE] at [INSERT PLACE OF EXECUTION] by and among [STATE THE NAME OF INTELLECTUAL PROPERTY SELLER] (herein referred as “SELLER”), a corporation duly organized under the laws of [STATE THE COUNTRY OF INCORPORATION] with its principal office at [INSERT COMPLETE ADDRESS]and [STATE THE NAME OF INTELLECTUALPROPERTY BUYER] (herein referred as “Buyer”) having its main office at [INSERT COMPLETE ADDRESS]. WHEREAS, 1. The Seller, having been organized under the above mentioned law intends to assign and sell his rights, title and interest on the Intellectual Property subject of this Agreement to the hereto buyer. 2. The Buyer expresses its desire to acquire the rights, title and interest on the Intellectual Property of the Seller. PREMISES CONSIDERED, the parties voluntarily submit to be legally bound by the terms and conditions set forth as follows: Article 1. Sale of Intellectual Property SECTION 1. The Seller shall irrevocably sell, transfer, convey and deliver the rights, title and interest to the Buyer who shall purchase the rights, title and interest of said intellectual property free from any lien or encumbrance. This purchase shall also include all the goodwill related to the subject Intellectual Property. SECTION 2. This Agreement shall only cover the rights, title and interest to subject Intellectual Property and shall not include any liability or obligation of the Seller to third parties in relation to the said Intellectual Property. Article 2. Consideration SECTION 1. In consideration of the sale, transfer, conveyance and delivery of the rights, title and interest of the Intellectual Property covered by this Agreement, the Buyer shall pay [INSERT AMOUNT OF MONEY] payable on [INSERT DATE]. SECTION 2. The Seller shall also be entitled to royalty fees of five (5) percent of the revenues earned and received by the Buyer in commercially utilizing the conveyed Intellectual Property. The said royalty will be paid to the Seller in an annual basis payable every end of the financial year. SECTION 3. Failure on the part of the Buyer to tender payment of the purchase price within the agreed period does not automatically declare the Buyer in default. A written demand shall be delivered to the Buyer granting a grace period of ten (10) days from the original date of payment. Failure to meet the said grace period shall make the Buyer in default and hence, entitle the Seller to rescission of this Agreement. The Seller has full powers and authority to enter into this IP Sale Agreement and perform the obligations set forth herein. The Seller voluntarily enters into this Article 3. Other Fees, Taxes and Expenses SECTION 1. Each party shall bear its own respective expenses incurred in the execution of the obligations as stipulated in this Agreement. SECTION 2. Taxes and other charges in relation to the sale, transfer and conveyance of the rights, title and interest in Intellectual Property covered by this Agreement shall be shouldered by the Buyer. Article 4. Rights of the Parties SECTION 1. Rights of the Seller. The Seller shall reserve the rights on the conveyed Intellectual Property as follows: This Agreement may be rescinded by the Seller, without any cost or indemnity, before the delivery of the subject Intellectual Property and payment of the consideration by the Buyer. Amendments to the provisions may be proposed and effected following the procedure stated in Article 10. The Seller may demand full performance of the obligations of the Buyer or seek for indemnity for failure of the latter to perform its obligations provided herein. The Seller shall be entitled to royalty fees for the commercial exploitation of the Intellectual Property as described in Section 2 of Article 2. [INSERT OTHER RIGHTS OF THE SELLER]. SECTION 2. Rights of the Buyer. The Buyer is entitled to the rights stated below: The Buyer reserves the right to conduct due diligence examination on the Intellectual Property under the covenants of this Agreement. Necessary documents may be promptly requested by the Buyer to validly effectuate the transfer and conveyance of the rights, title and interest in the Intellectual Property under the terms in this Agreement The Buyer may terminate this Agreement when a material breach of the provisions of this Agreement is committed by the Seller. [INSERT OTHER RIGHTS OF THE BUYER]. Article 5. Obligations of the Parties SECTION 1. Obligations of the Seller. In accordance with the terms and conditions set forth in this Agreement, the Seller has the following obligations: The Seller shall deliver or cause to deliver documents evidencing the sale, transfer and conveyance of the rights, title and interest in the subject Intellectual Property. The documents shall include those which prove that said Intellectual Property is free from any lien or encumbrance. It shall also seek the approval of government offices for the licensing and securing of permits to validly transfer and convey the rights, title and interest in the Intellectual Property subject of this Agreement. The Seller shall not sell, lease, encumber, or otherwise dispose any rights, title, and interest in the subject Intellectual Property to other persons or third party. It shall notify the Buyer of any updates on the processing of the transferring and conveying of the rights, title and interest in the Intellectual Property to effectuate said transfer. It shall notify the Buyer or any interested party of any legal action commenced involving the subject Intellectual Property which may be detrimental to the rights of the parties. [INSERT OTHER OBLIGATIONS OF THE SELLER] SECTION 2. Obligations of the Buyer. The Buyer is bound to perform the obligations herein provided: The Buyer shall pay the consideration on the date of execution of this Agreement or within the grace period. It shall also execute or deliver necessary documents to give effect to the provisions of this Agreement. The buyer shall notify the Seller of the existence of any suit or proceeding instituted involving the subject matter that may harm the rights of the parties. [INSERT OTHER OBLIGATIONS OF THE BUYER]. Article 6. Warranties SECTION 1. The Seller guarantees to the Buyer that: The Seller is a duly incorporated corporation and registered under the laws of [STATE PLACE OF INCORPORATION]. Under the law, it is in good standing to possess the rights, power and authority to own, operate or lease properties to which it purports to own, operate or lease, and enter into agreements involving the said properties. Agreement and agrees to be bound by the terms and conditions. The subject Intellectual Property is free from any lien or encumbrance. There is no action instituted or pending in any competent court to the knowledge of the Seller that prejudices or threatens to prejudice the rights of the parties in relation to the subject Intellectual Property. [INSERT OTHER WARRANTIES OF THE SELLER]. SECTION 2. The Buyer warrant the following: a. It is organized under the laws of [STATE THE PLACE OF INCORPORATION] which granted it full legal capacity to enter into Agreements. b. The Buyer has the rights, powers and authority to perform the obligations in consonance with the terms and conditions of this Intellectual Property Agreement. c. The execution of the provisions of this Agreement by the Buyer will not be volatile of the laws, run in contrast with morals or public policy. d. The acts of the Buyer under the terms of this Agreement will not be prejudicial to the rights of third parties. e. There is no action instituted or pending in any court of competent jurisdiction, to the best of Buyer’s knowledge that involves the subject matter that would prejudice or threaten to prejudice the rights of the parties. f. [INSERT OTHER WARRANTIES OF THE BUYER]. Article 7. Additional Agreements SECTION 1. The parties shall have access to information necessary to facilitate a smooth flow of the sale, transfer and conveyance of the rights, title and interest in the covered Intellectual Property. SECTION 2. Each party shall inform the other party of any changes or occurrence of any event that would impair the party from performing its obligations under this Agreement or limit the party’s representations and warranties. Such notification shall be made in writing and furnish the other party by personal delivery or registered mail. SECTION 3. The parties shall promptly do or cause to be done the required procedures to validly vest in the Buyer good and marketable title to the said Intellectual Property including obtaining all consents, waivers, authorizations and approvals from the government and other third parties required for the consummation of the Agreement. SECTION 4. The Seller agrees to deliver without further consideration the documents needed for the updating of the record title to the Intellectual Property to reflect Buyer as the record owner thereof. At the request of the Buyer and at its expense, and without further consideration, the Seller shall reasonably cooperate with the Buyer in connection with the registration of the said Intellectual Property. Article 8. Novation SECTION 1. Alterations in this IP Sale Agreement shall not be entertained unless both parties - the Seller and the Buyer expressly consent and put the same in a written instrument which shall state the old provision and the desired change. SECTION 2. The party seeking for the change in the provision shall notify the other party of such change by delivering the said written instrument to the other party by personal service or registered mail. The receiving party shall communicate its reply on the said proposal within five (5) days from delivery. The proposed change shall be given effect after ten (10) days from receipt of the initiating party of the favorable reply. If the reply is not favorable, then such proposed change shall not be entertained. SECTION 3. Material alterations, however, shall not be allowed if it significantly alters or renders the stipulations of this agreement invalid and unenforceable. Article 9. Termination of Agreement SECTION 1. This IP Sale Agreement may be terminated and the transaction abandoned on the grounds enumerated: Fulfillment of all the obligations set forth in this Agreement by the parties. Mutual agreement of the parties and putting the said consent to terminate this Agreement in writing and parties signed the same. Failure to tender payment on the sale, transfer and conveyance of the rights, title and interest in the Intellectual Property subject of this Agreement. Material breach of any provisions of this Agreement. A breach of the provisions is considered material when it substantially affects the exercise of the rights of the parties under the terms of this Agreement. [INSERT OTHER GROUNDS FOR TERMINATION OF THE AGREEMENT]. SECTION 2. Successors-in-interest shall not bear any liability and all the rights as well as the rights and obligations of parties set forth in this Agreement shall cease to exist. However, termination of this Agreement on the ground of material breach shall not free the erring party from any liability. Article 10. Breach of Agreement SECTION 1. Any acts falling under the category enumerated below shall be considered as breach of the terms and conditions of this Agreement. Changes in the consideration without the consent of the other party or failure to tender payment within the agreed date. Performing acts by either party beyond the authority granted to it by the other party, the provisions of this Agreement and the laws. Non-performance or partial performance of the obligations set forth herein that would hamper the other party from doing its part. Modification on any covenants in this Agreement without following the proper procedures stated in Article 10. [INSERT OTHER ACTS CONSIDERED AS BREACH OF THE AGREEMENT]. SECTION 2. Any breach committed by either party shall hold the same liable for pecuniary liabilities that may arise from the said breach. Penal sanctions may as well be imposed on the erring party if such violation is contrary to law and has substantially prejudice the rights of the party. Corresponding damages may also be awarded to the other party. SECTION 3. Either party may seek for an injunctive relief or restraining order from a competent court for the continuous breach or threat of breach of the terms and conditions of this Agreement or when an act of a party would cause irreparable injury to the other party. Article 11. Conflict of Interest SECTION 1. The Seller and the Buyer are precluded from entering into agreements or any similar contract involving the same or identical matter with another party or third parties in which such said agreement or contract might be prejudicial to the rights of the parties as set forth in this Agreement or hamper the parties from effectively performing their obligations herein.. SECTION 2. Any violation of this provision shall entitle the other party to reimbursement of any costs or expenses incurred in relation to the institution of the action, indemnification and payment of the corresponding damages. Article 12. 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. Article 13. Indemnification SECTION 1. The Buyer agrees to defend, indemnify and hold the Seller, its assigns and successors-in-interest free from any liability from any loss, claim, damage, costs and expenses incurred arising out of: Any breach which occurred prior to the delivery, transfer and conveyance of the rights, title and interest in the subject Intellectual Property by the Seller to the Buyer. All matter assumed by the Buyer in accord with the terms and conditions of this Agreement. All actions, claims, suits, proceedings, judgments, costs and expenses including attorney’s fees incurred with respect to third parties in relation to the above mentioned matters. [INSERT OTHER CONDITIONS FOR INDEMNIFICATION]. SECTION 2. The Seller, on the other hand, binds to defend, indemnify and hold the Buyer, its assigns and successors-in-interest harmless from and against any loss, liabilities, claims, damage, costs and expenses incurred from the following: Infringement claims involving the Intellectual Property covered by this Agreement and transferred and conveyed to the Buyer. All actions, claims, suits, proceedings, judgments, costs and expenses including attorney’s fees incurred with respect to claims of third parties. [INSERT OTHER CONDITIONS FOR INDEMNIFICATION]. SECTION 3. No claim on account of breach shall be made after a reasonable period. The claims on indemnification referred herein shall be made through a written notice delivered to the other party by personal service or registered mail. Article 14. Assignment of Rights SECTION 1. No rights or obligation stipulated in this Agreement shall be assigned or transferred to a third party or parties without the consent of the other party. The covenants herein shall be binding upon and solely to the benefit of the Seller and the Buyer including their assigns and successors-in-interest. Article 15. Notices SECTION 1. Any notices, reports, or communication mentioned in this Agreement shall always be made in writing and delivered to the parties by personal service or registered mail to the address herein provided. If to the Seller: [INSERT NAME OF SELLER] [INSERT COMPLETE ADDRESS] If to the Buyer: [INSERT NAME OF BUYER] [INSERT COMPLETE ADDRESS] Section 2. For personal service, the date of actual receipt shall be deemed to be the date of delivery. In case of delivery of the notice or communication by registered mail, the date of mailing shall be considered the date of delivery. SECTION 3. Any changes as to the address of the parties shall be made known to the other party through a notice. Failure to communicate said changes shall be taken against the defaulting party. Delivery of any notice or communication by the other party to the previous address absent the knowledge of any changes thereto shall be considered a valid delivery. Article 16. Construction SECTION 1. In the interpretation of the terms and clauses used in this Agreement, the parties shall take favorable construction of the same according to the laws of [INSERT PLACE EXECUTION]. Any ambiguity shall be construed against the party who caused the same. Article 17. Severability Clause SECTION 1. When a provision of this agreement or some parts thereof are found to be invalid and unenforceable, the said provision shall not affect the entirety agreement. The agreement shall remain valid and enforceable. Article 18. Scope of the Agreement SECTION 1. The Seller and the Buyer, on their own volition, acknowledges to have read and fully understood the stipulations of this agreement. The parties recognize its existence and fully submit to its validity. Any repudiation of the herein provisions shall be construed against the repudiating party. IN WITNESS WHEREOF, the Seller and the Buyer, through undersigned representatives put on hand this [INSERT DATE OF SIGNATURE] at [INSERT PLACE OF CONTRACT]. [INSERT NAME OF REPRESENTATIVE OF THE SELLER] [SPECIFY THE NAME OF THE SELLER] [INSERT DATE SIGNED] [INSERT NAME OF REPRESENTATIVE OF THE BUYER] [SPECIFY THE NAME OF THE BUYER] [INSERT DATE SIGNED]
- Mutual Confidentiality Agreement
Mutual Confidentiality Agreement THIS AGREEMENT, is entered into this _____ day of ________, 20___, by and between ________________________ [defined name] , a [state of organization and business structure], and __________________________ [defined name] a [state of organization and business structure] , (each a “Party” and collectively the “Parties”). WHEREAS , the Parties will be having discussions concerning their respective business operations and future business opportunities (the “Authorized Purpose”), which discussions will require the disclosure of information that the Parties deem proprietary and confidential; WHEREAS , the Parties wish to protect their respective confidential information against any unauthorized use and any unauthorized or uncontrolled disclosure. NOW THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: A. As used throughout this Agreement, the term “Confidential Information” means information not generally known to third parties and which is proprietary to the Party disclosing such information (the “Disclosing Party”) including information relating to product strategies, financing strategies, organizational strategies, site location strategies, permitting strategies, design/build and other contract discussions and strategies, technical know-how, trade secret information, financial information, plant specifications, prospective investor lists and strategies, pricing policies, operational methods, marketing information including without limitation strategy, sales, finance and business systems and techniques, business plans, and other business affairs of the Disclosing Party. All information of the Disclosing Party that is disclosed to the other Party (the “Receiving Party”) or to which the other Party obtains access, whether originated by the Receiving Party or by the Disclosing Party or others, shall be presumed to be Confidential Information. B. It is understood that unauthorized disclosure or use, whether intentional or unintentional, of any of the Confidential Information would be detrimental to the Disclosing Party. Accordingly, each Party agrees: Not to disclose to any third party the object and scope of the discussions between the Parties, except as required by law or as may be necessary to enforce the terms hereof. Not to use any of the Confidential Information for any purpose other than for or in connection with the Authorized Purpose. To maintain all of the Confidential Information in confidence and not to disclose any portion of the Confidential Information to any person or entity not authorized hereunder without the prior written consent of the Disclosing Party That any dissemination of Confidential Information shall be only in connection with the Authorized Purpose, and shall be only to the employees, agents or affiliates of Receiving Party who have a need to know said Confidential Information in order for the Receiving Party to carry out proper purposes and responsibilities related to the Receiving Party’s discussions with the Disclosing Party and the Authorized Purpose and who have been advised of the confidential nature of such information. Further, the Receiving Party shall cause such employees, agents and affiliates who have access to the Confidential Information to comply with the terms and provisions of this Agreement in the same manner as each party is bound hereby, with the Receiving Party remaining responsible for the actions and disclosures of such representatives. That, upon termination of the discussions between the Parties or upon the Disclosing Party’s request, all records, any compositions, articles, documents and other items which contain, disclose and/or embody any Confidential Information (including, without limitation, all copies, reproductions, summaries and notes of the contents thereof), regardless of the person causing the same to be in such form, shall be returned to the Disclosing Party or destroyed by the Receiving Party, and the Receiving Party will certify that the provisions of this paragraph have been complied with. C. The obligations pursuant to Section B above shall not apply to information which: Is or becomes a part of the public domain through no act or omission of the Receiving Party; Can be shown to be already possessed by the Receiving Party as of the date of disclosure; Shall be made available to the Receiving Party on a non-confidential basis by a third party having a right to do so; Is disclosed by order of a court of competent jurisdiction; or The Disclosing Party authorizes, in writing, for release. D. If the Receiving Party or its representatives receives a request to disclose all or any part of the Confidential Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body, the Receiving Party agrees to: Immediately notify the Disclosing Party of the existence, terms and circumstances surrounding such a request, so that is may seek an appropriate protective order and/or waive the Receiving Party’s compliance with the provisions of this Agreement; and If disclosure of such Confidential Information is required in the opinion of the Receiving Party’s counsel, to the extent possible cooperate with the Disclosing Party in obtaining reliable assurances that confidential treatment will be accorded to the disclosed Confidential Information. E. The Parties hereto acknowledge that each Party’s Confidential Information is the property of the Disclosing Party and the disclosure of the Confidential Information to the Receiving Party does not convey any right, title or license in the Confidential Information to the Receiving Party. The Receiving Party shall not appropriate the Confidential Information to its own use or to the use of any third party. F. It is further understood and agreed that no failure or delay by the Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. G. The termination of the discussions or relationship between the Parties shall not relieve either Party or its employees, agents or affiliates of the obligations of nonuse or nondisclosure hereunder or the obligation to return or destroy certain materials. H. The Parties agree that money damages would not be sufficient remedy for any breach of this Agreement, and the nonbreaching Party shall be entitled to enforce this Agreement by injunctive and other available relief, including without limitation specific performance. I. This Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the State of [governing law] . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. All obligations and rights of the Parties expressed herein shall be in addition to, and not in limitation of, those provided by applicable law. This Agreement may be modified or waived only by a separate writing by the Parties expressly so modifying or waiving such. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. References to the Parties shall be deemed to include each of their affiliates, if any. Any disputes arising out of this Agreement shall be venued in federal or state district court in the State of [governing law] , and each Party hereby consents to the jurisdiction of such court. This Agreement shall be binding upon the Parties hereto and their successors and assigns. IN WITNESS WHEREOF , the Parties acknowledge their agreement to the foregoing as of the date first set forth above by execution of the Agreement by their respective authorized representatives. Company Name / Signatures Download Word Document In English. (Rs.15/-)
- Licence to use agreement
LICENSE AGREEMENT Agreement made on this day of , 2020 between _______________________s/o_____________________residing at_____________________________________________________________ herein after referred to as "the Licensor" of the one part and _______________ s/o________________ residing at_________________________ herein after referred to as "the Licensee" of the other part, as follows: WHEREAS 1. The Licensor is the owner of the property described in the schedule written here in under herein after called as "scheduled property". 2. The Licensee is approached the Licensor with request to allow the Licensee to temporarily to occupy and use the scheduled property for carrying on his ___________________ business, on license basis until the Licensee gets other more suitable accommodation. 3. The Licensor has agreed to grant license to the Licensee to occupy and use the said scheduled property on the following terms and conditions agreed to between the parties hereto. NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: The Licensor hereby grants license to the Licensee to occupy and use the scheduled property for a period of ___________month from ____________. The Licensee agrees to vacate the said premises even earlier if the Licensee secures any other accommodations. The Licensee shall pay to the Licensor a sum of $_________ per month as license fee or compensation to be paid in advance for each month on or before the day ________ of each month. All the municipal taxes and other taxes and levies in respect of the licensed premises will be paid by the Licensor alone. The electric charges and water charges for electric and water consumption in the said licensed scheduled property will be paid by the Licensee to the authorities concerned and the Licensor will not be responsible for the same. Licensee will be allowed to use the licensed scheduled property. The licensed scheduled property will be used only for carrying on business and for no other illegal, immoral purpose. Licensed scheduled property has normal electricity fittings and fixtures. If the Licensee desires to have any additional fittings and fixtures, the Licensee may do so at his cost and in compliance with the rules. The Licensee shall remove such fittings and fixtures on the termination of the license failing which they shall be deemed to be the property of the Licensor. The licensed scheduled property is given to the Licensee on personal basis and the Licensee will not be entitled to transfer the benefit of this agreement to any body else or will not be entitled to allow any body else occupy the scheduled property or any part thereof. Nothing in this agreement shall be deemed to grant a lease or tenancy and the Licensee agrees and undertakes that no such contention shall be taken up by the Licensee at any time. The Licensee shall not be deemed to be in the exclusive occupation of the licensed scheduled property and the Licensor will have the right to enter upon the premises at any time during working hours to inspect the scheduled property. The Licensee shall maintain the licensed scheduled property in good condition and will not cause any damage thereto. If any damage is causes to the scheduled property or any party thereof by the Licensee or his employees, servants or agents, the same will be made good by the Licensee at the cost of the Licensee either by rectifying the damage or by paying cash compensation as may be determined by the Licensor's Architect. The Licensee shall not carry out any work of structural repairs or additions or alterations to the said scheduled property. Only such alterations or additions or not of structural type or of permanent nature may be allowed to be made by the Licensee inside the scheduled property with the previous permission of the Licensor. Licensee shall not cause any nuisance or annoyance to the people in the neighbour hood or store any hazardous goods in the scheduled property. If the Licensee commits a breach of any term of this agreement then notwithstanding anything herein contained the Licensor will be entitled to terminate this agreement by _______________days prior notice to the Licensee. On the expiration of the said term or period the license or earlier termination thereof, the Licensee shall hand over vacant and peaceful possession of the licensed scheduled property to the Licensor in the same condition in which the scheduled property now exists subject to normal wear and tear. The Licensee's occupation of the scheduled property after such termination will be deemed to be that of a trespasser. SCHEDULE (License under this deed) IN WITNESS WHEREOF the parties herein have affixed their respective signatures to this deed on the day, month and year first above written in the presence of the witnesses: WITNESSES: 1. LICENSOR 2. LICENSEE Download Word Document In English. (Rs.15/-)
- REVOCABLE PROXY
REVOCABLE PROXY [Name of Corporation] The undersigned, as record holder of the securities of [name of corporation] described below, hereby revokes any previous proxies and appoints [name] as the undersigned’s proxy to attend all shareholders’ meetings and to vote, execute consents, and otherwise represent those shares in the same manner and with the same effect as if the undersigned were personally present at any such meeting or voting such securities or personally acting on any matters submitted to shareholders for approval or consent. The proxy holder will have the full power of substitution and revocation. [This proxy is made pursuant to an agreement of __________, dated __________.] This proxy is revocable at any time, and unless revoked, shall terminate on [date]. THIS PROXY SHALL BE SIGNED EXACTLY AS THE SHAREHOLDER’S NAME APPEARS ON HIS STOCK CERTIFICATE. JOINT SHAREHOLDERS MUST EACH SIGN THIS PROXY. IF SIGNED BY AN ATTORNEY IN FACT, THE POWER OF ATTORNEY MUST BE ATTACHED. [signature] [printed name exactly as on stock certificate] Securities Information: Certificate No.: Number of Shares: Class of Shares: Download Word Document In English. (Rs.5/-)
- NOC Letter Format for Studies
NOC Letter Format for Studies Date: _______________ Ref No. _____________ To Whom It May Concern This is to certify that Ms. _______________ CNIC No _____________ has been working in the capacity of “________________” at Roshni Association _____________ Campus since 10th Jan 2011 till date She is a dedicated and hardworking employee and organization has no objection if she continues further studies. Yours Sincerely, (Sign & Stamp) HR Officer, Company Name Download Word Document In English. (Rs.5/-)
- FUNDRAISING AGREEMENT
FUNDRAISING AGREEMENT Download Word Document In English. (Rs.50/-) This Fundraising Agreement is mad and effective this (Date) by and between (Name of fundraiser), (hereinafter referred as the “Fundraiser” located at (Address) and (Name of organization),(hereinafter known as the “organization” with the main office at (address) WHEREAS, 1. The Fundraiser is an expert and has ample knowledge on fundraising activities, promotional events to open opportunities and establishing networks for potential donors; and 2. The Organization intends to avail the services of the Fundraiser for the management, promotion of the events and fundraising for the pursuit of the objectives of the Organization. NOW, WHEREFORE, In consideration of the foregoing stipulations, both parties agree as follows: Article I: Interpretation and Construction SECTION 1: The words used in this Fundraising Agreement shall be construed in the manner they are stated. A term may be differently understood from its general use when a specific provision provides for the same. Any doubt in interpreting the covenant hereto shall be construed in favor of the validity of this Agreement. SECTION 2:Unless stated otherwise, the following shall be observed: 1. A singular term shall refer to include its plural form; 2. A word referring to gender includes the masculine, feminine and neutral; 3. A technical term shall be understood in its technical sense. Article II: Services Offered SECTION 1: The Fundraiser binds to render to the Organization services enumerated in this Section: The Fundraiser shall regularly represent the Organization in providing technical and legal support in preparing the necessary documents for donation solicitation by phone, electronic mail, or registered mail to prospective donors - artificial entities or individuals. The services offered by the Fundraiser shall as well include designing, production, media advertising and other promotional events as requested by the Organization. Upon request by the Organization, the Fundraiser shall promptly provide regular reports to the Organization describing therein the details of the activities, issues encountered and the ways in dealing with the issues. The Fundraiser shall secure all the permits and licenses required to perform the services in behalf of the Organization. The Fundraiser shall as well comply with the laws in performing the services herein mentioned and shall observe the rules and procedures set forth in performing tasks in behalf of the Organization. [INSERT OTHER SERVICES TO BE PERFORMED BY THE FUNDRAISER]. Article III: Fundraising Methods SECTION 1: The Fundraiser shall comply with all the laws as well as the covenants in this Agreement in performing the acts stated herein and the fundraising activities on behalf of the Organization. SECTION 2: The Fundraiser shall submit a report to the Organization describing therein the details of the fundraising activities including the solicitation materials for review before such activities are executed. SECTION 3: The Organization may propose changes to the said fundraising activities and communicate the same to the Fundraiser before the execution of the said activities. SECTION 4: There shall be proper and clear disclosure of the existence of this Agreement in conducting the fundraising activities by the Fundraiser in behalf of the Organization. SECTION 5: With the rights granted by the Organization to the Fundraiser in conducting solicitation activities, the latter’s representatives, assigns and employees shall not in any way misrepresent the Organization’s name and activities. The Organization shall provide the Fundraiser the needed information for the successful conduct of the fundraising activities. SECTION 6: All acts performed by the Fundraiser’s representatives, assigns and employees in relation to the fundraising activities under the terms of this Agreement shall bind both the Fundraiser and the Organization. Acts committed beyond the authority given to the above name representatives shall hold the said individuals personally liable for any consequence and shall not in any way make the Organization liable of the same. Article IV: Compensation SECTION 1: In securing the services of the Fundraiser, the Organization shall pay as follows: The Organization shall receive an invoice given by the Fundraiser within five (5) days from the beginning of each month. The invoice shall describe therein the services rendered and the value of the said services. The Organization shall then tender full payment of the services as reflected in the invoice within ten (10) days from receipt of the same unless a different term is stated in the invoice. SECTION 2: Other Costs and Expenses. Other costs and expenses incurred by the Fundraiser in executing the services in behalf of the Organization shall be reimbursed by the latter. The Fundraiser shall in an invoice issued by it reflect the said costs and expenses and deliver the same to the Organization. The costs and expenses shall then be reimbursed within a period of fifteen (15) days. SECTION 3: Failure on the part of the Organization to tender full payment within the above mentioned date shall entitle it to a grace period of five (5) working days. Payment should be made within the said period. Failure to do so will render the Organization in default. Hence, liable for damages. No demand is required to declare the Organization in default. Article V: Rights of the Parties SECTION 1: Rights of the Fundraiser. In consonance with the stipulations in this Agreement, the fundraiser shall enjoy the rights granted to it: The Fundraiser shall have the right to use the Organization’s good name and good will in conducting acts or performing activities in behalf of the Organization. Necessary information about the Organization may be requested by the Fundraiser in order to effect the provisions herein. It shall have the right to be compensated for the services rendered by it under the terms of this Agreement. It may terminate this Agreement on the ground of material breach of the provisions of this Agreement committed by the Organization. It may demand reimbursement for any cost or expense paid in the conduct of fundraising activities which inured to the benefit of the Organization. [INSERT OTHER RIGHTS OF THE FUNDRAISER]. SECTION 2: Rights of the Organization. The Organization has the rights enumerated below: It shall have the right to request for reports on the update of the conduct of the fundraising activities. It shall be entitled to the funds raised from the activities and solicitations conducted. It may cancel this Agreement on any ground fifteen (15) days from the execution thereof through a written notice of cancellation furnished by personal delivery or registered mail without any consequence as to the cost, expense, or liability as detailed in Section 2 of Article VIII. [INSERT OTHER RIGHTS OF THE ORGANIZATION]. Article VI: Responsibilities of the Parties The Organization and the Fundraiser, as the parties to this agreement undertake to perform acts necessary to the fulfillment of the objectives of this agreement. To specify: A. Duties and Responsibilities of the Fundraiser SECTION 1: The Fundraiser, with its utmost diligence, commits to do the following: It shall render the services offered by it to the Organization and in performing the same, all the laws related to it as well as the rules and procedures set forth by the Organization shall be complied with in good faith. It shall secure the necessary permits, licenses, and approval of government offices to conduct the activities in behalf of the Organization. It shall also be the duty of the Fundraiser to establish networks to widen support for the fulfillment of the objectives of the Organization. Written reports shall be furnished by the Fundraiser to the Organization on a monthly basis reflecting the activities conducted for the raising of funds. It shall also state the issues which arose from the execution of the activities and how such issues were dealt with. The Fundraiser shall design, produce, and conduct media advertisements and promotional events in behalf of the Organization to achieve the ends of the Organization. [INSERT OTHER DUTIES AND RESPONSIBILITIES OF THE FUNDRAISER]. SECTION 2: Failure on the part of the Fundraiser to perform any of the aforementioned duties and responsibilities shall subject it to liabilities which may entitle the Organization to indemnity and payment of damages. SECTION 3: Partial performance of the obligations herein provided shall not preclude the Organization from demanding full performance, or reimbursement of any payment made to the Fundraiser. B. Duties and Responsibilities of the Organization SECTION 1: The Organization, duly promises to execute the following: It shall assist the Fundraiser in the conduct of the activities such as media advertisements or promotional events. It shall furnish the Fundraiser the necessary documents for the processing of the permits and licenses to conduct herein activities. It shall as well cooperate with the Fundraiser in conducting solicitation of donations, campaign or events. Prompt payment and reimbursement of costs and expenses shall be given by the Organization for the smooth and efficient conduct of fundraising activities. It shall provide an authorized representative to educate the Fundraiser of the necessities and objectives of the Organization so the Fundraiser can fully render its service according to the tenor of this Agreement. [INSERT OTHER DUTIES AND RESPONSIBILITIES OF THE ORGANIZATION]. SECTION 2: In instances when the Organization fails to fully render its duties and responsibilities, it shall not cause the termination of this Agreement unless such failure materially hampers the performance and execution of the services offered by the Fundraiser. More so, such may entitle the Fundraiser for damages. Article VII: Representations and Warranties SECTION 1: Representations and Warranties of the Fundraiser. The Fundraiser warrants that: It is organized and registered under the laws of [INSERT THE COUNTRY WHERE IT WAS ORGANIZED AND REGISTERED]. Under the said laws, it is given the rights, powers and authority to operate and represent the Organization in fundraising activities. It has the legal capacity and full authority to enter into this Fundraising Agreement and possesses the power to fulfill its duties and responsibilities set forth under this Agreement. The terms and conditions under this Agreement are in accord with the laws of the country where this Agreement is executed and is not contrary to morals and public policy. It is lawfully authorized to perform the services herein stipulated and conduct fundraising activities for the pursuit of the objectives of the Organization. It has the power and authority bestowed upon it by the Organization to perform acts and represent the Organization under the terms and conditions stated in this Agreement. The activities and promotional events to be performed by the Fundraiser are in accordance with the terms and conditions set forth in this Agreement. [STATE OTHER WARRANTIES OF THE FUNDRAISER]. SECTION 2: Representations and Warranties of the Organization. The Organization represents and warrants: It is existing and in good standing under the laws of [INSERT THE COUNTRY WHERE IT WAS ORGANIZED AND REGISTERED] and is authorized to operate under the said law. It has the rights, power and authority granted to it by law to be legally bound by this Agreement and perform the obligations herein stipulated. The Organization represents that all the information divulge to the Fundraiser necessary for the conduct of the services are complete and true. The execution of the terms and conditions herein stated by the Organization including the furnishing of the necessary documents shall not in any way violate any provisions of the law nor contradict morals and public policy. No other instrument is entered into by the Organization that counters this Agreement or prejudice the rights of the parties hereto. [STATE OTHER WARRANTIES OF THE ORGANIZATION]. Article VIII: Term of the Agreement SECTION 1: This Fundraising Agreement shall commence on [INSERT DATE] which shall be [INSERT NUMBER OF DAYS] following the completion of the requirements, securing of the approval of the government offices and communication by the parties of their assent to the provisions of this Agreement and shall continue until [INSERT DATE] unless earlier terminated by the parties in accordance with the provisions of this Agreement. SECTION 2: Cancellation of the Agreement. The Organization reserves the right to this Agreement without consequence as to the cost, expenses or liability within fifteen (15) days from the execution of this Agreement through a written notice expressing the desire to cancel the Agreement furnished to the Fundraiser by personal delivery or registered mail. The Fundraiser shall communicate its reply of the said notice of cancellation when requested within five (5) calendar days from receipt. The cancellation of the Agreement shall be given effect after five (5) days from the date of mailing of the reply of the Fundraiser when requested, or five (5) days from the mailing of the notice of cancellation when no such reply is requested. The Organization is liable to pay for compensation for the services rendered by the Fundraiser up to the time the cancellation of the Agreement becomes effective. Funds collected after the cancellation of the Agreement shall be held in trust for the benefit of the Organization. The Fundraiser has the obligation to remit the said funds to the Organization without any deduction as to other cost and expenses. Any representation made by the Fundraiser following the effectivity of the cancellation of the Agreement shall not in any way bind the Organization and shall hold the Fundraiser solely liable for its own acts. Either party has the right to terminate this Agreement in the event that material breach of the provisions of this Agreement has been committed. The said termination shall be given effect five (5) calendar days following the delivery of the written notice of termination stipulating therein the breach made. No reply to the said notice is needed. SECTION 3: This Agreement shall automatically cease to exist upon fulfillment of the objectives of the Organization. Such fulfillment shall not preclude the parties from performing their respective obligations stated herein nor in exercising the rights under the terms in this Agreement. Article IX: Amendment SECTION 1: Any changes in provisions of this Agreement shall not be given effect unless both parties - the Fundraiser and the Organization expressly give their consent thereto in writing. It shall only be given effect when: A legal opinion from a counsel has been sought by the Organization to the check whether the desired change is not violative of the law and not contradictory to morals and public policy. The said modification will not in any way prejudice the rights of the parties, nor those of third parties, nor run in conflict with any existing agreements entered into by either parties. SECTION 2: Material changes shall not be allowed if it substantially alters the sense of the Agreement or makes it invalid and unenforceable. SECTION 3: To give effect to the desired modification, the initiating party shall furnish the other party a written document stating therein the old provision and the desired change and deliver the same to the other party by personal service or through a registered mail. The receiving party shall then within a period of five (5) working days communicate its reply to the said proposed changes to the other party using the same mode of delivery. SECTION 4: Upon receipt of the reply on the proposed modification, such, if approved, shall be effective after the lapse of five (5) days. If the reply is unfavorable to the proposed change, then it shall not be entertained. Article X: Communication SECTION 1: Any notices, reports, written instrument or other documents mentioned in this Agreement shall be made in writing, signed and delivered to the parties by personal delivery or registered mail. It shall be addressed to the following: 1. If to the Organization: [INSERT NAME OF THE DESIGNATED RECIPIENT] [INSERT NAME OF ORGANIZATION] [INSERT COMPLETE ADDRESS] b. If to the Fundraiser: [INSERT NAME OF THE DESIGNATED RECIPIENT] [INSERT NAME OF FUNDRAISER] [INSERT COMPLETE ADDRESS] SECTION 2: Changes in the address of either party shall be made available to the other party by communicating the same through a written notification. Failure to do so shall be taken against the said party. Delivery of any notices, reports, written instruments, or documents made to the previous address shall still be considered operative. SECTION 3: The delivery of any notices, reports, written instruments, or other documents to the parties by personal service is deemed to have been delivered as of the date of actual receipt of the other party. For registered mail, the delivery date shall be the date of mailing. Article XI: Breach of Agreement SECTION 1: Any material breach of any provisions of this Agreement that would result to irreparable injury to the other party may cause the termination of this Agreement. It shall not in any way free the erring party from any liability which may include payment of indemnity and corresponding damages. SECTION 2: The offended party may seek for an injunctive relief from a court of competent jurisdiction for the prevention of the continuing breach or threatened breach of any of the provisions of this Agreement. Article XII: Conflict of Interest SECTION 1: The Fundraiser and the Organization shall not in any way engage in the same or similar contract with another party or third parties involving the same subject matter which would be prejudicial to the rights and interest of the parties. SECTION 2: Any violation of this provision shall entitle the other party to indemnity as agreed by the parties in a compromise and corresponding damages for the commission of the said act. Article XIII: 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. SECTION 2: The erring party shall bear the expenses incurred by the other party in instituting the legal action. In case both parties are in pair delicto, each party shall bear its own expense. Article XIV: Non-Disclosure and Confidentiality Clause SECTION 1: The Fundraiser shall not divulge any records or information related to the conduct of the fundraising activities to any other person or third parties without the written consent of the Organization signed by its authorized representative. The said information is not limited to the following: Donors and solicitations made in the conduct of the fundraising activities. Fundraising plans, designs, and campaign materials used in the execution of this Agreement. Financial reports of the expenses incurred as well as those of the funds obtained in the fundraising activities. Other confidential information which may serve the interest of any third party or a competitor that would possibly taint the reputation of the Organization. SECTION 2: The Fundraiser shall deliver to the Organization all the records and documents obtained by the former in the fulfilment of the objectives of this Agreement. The Fundraiser fully recognizes the confidentiality of the information therein and ownership of the same by the Organization. It shall, however, exclude information disclosed to the public for the conduct of the fundraising activities. Article XVII: Severability Clause SECTION 1: In the instance that any provision of this Agreement, or a part, or some parts thereof are found to be invalid and unenforceable, it shall be removed from this Agreement and considered not part thereof. It shall not affect the legality of the entirety of this Agreement. Article XVIII: Scope of the Agreement SECTION 1: The parties deliberately assent and declare to have read and fully comprehended the stipulations in this Agreement. The parties acknowledge the validity and existence of this Agreement. Any repudiation of the any provisions shall be construed against the said party. IN WITNESS WHEREOF, the undersigned have caused the execution of this Fundraising Agreement this [INSERT DATE OF SIGNATURE] at [INSERT PLACE OF EXECUTION]. [INSERT SIGNATURE OF REPRESENTATIVE OF THE FUNDRAISER] [SPECIFY THE NAME OF THE FUNDRAISER] [INSERT DATE SIGNED] [INSERT SIGNATURE OF REPRESENTATIVE OF THE ORGANIZATION] [SPECIFY THE NAME OF THE ORGANIZATION] [INSERT DATE SIGNED]


