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  • NOC for Trainee Student from Company

    NOC for Trainee Student from Company Date: _______________ Ref No. _____________ To Whom It May Concern This is to certify that Mr./Miss________ (name) student of _____ (institution) has joined or want to join our organization_________ (name) as a Trainee. Our company welcome the freshers and new comers. We appreciate his/her effort to be here as a trainee.  This letter shows our completely no objection upon him/her to work at our place as a trainee and this letter is issued as per request of Mr./Miss______ (name). We wish for his/her bright career and future. In case of any query, feel free to contact. Yours Sincerely, (Sign & Stamp) HR Officer, Company Name Download Word Document In English. (Rs.5/-)

  • Notice of Rent Increase

    Notice of Rent Increase Name of TenantAddress of TenantUnit Number This Notice is to inform you that beginning on,  Insert Date of Rent Increase , the monthly rent for the unit you currently occupy, Unit  Insert Unit Number , which is located at,  Insert Property Address , will be increased to  Insert New Monthly Rent  per month. This rental payment is due on or before the 5th day of each month. If you wish to continue your tenancy, the new monthly rental payment of  Insert New Monthly Rent  is required. Please be advised that all other terms of your original rental agreement remain in effect. Please sign the Notice below, indicating your agreement and continued tenancy or indicating your disagreement and subsequent termination of tenancy. Thank you. We appreciate your continued tenancy. Sincerely,   Landlord’s Signature :_________________________  Date :______________________________________ Download Word Document In English. (Rs.5/-)

  • EQUIPMENT PURCHASE AGREEMENT

    EQUIPMENT PURCHASE AGREEMENT Download Word Document In English. (Rs.20/-) This Agreement is entered into by and between _____________________ , hereinafter “Seller” and __________________________ , hereinafter “Buyer” for the purposes herein stated. For $_______________________and other valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the undersigned do hereby covenant, contract and agree as follows: 1.  AGREEMENT:  Seller hereby sells, conveys and transfers to Buyer all rights, title and interest in and unto the machinery, equipment and other personal property, hereinafter referred to collectively as equipment, described in the attached as Schedule I. 2.  DELIVERY AND ACCEPTANCE:  Upon acceptance by Buyer of the equipment, which acceptance shall be identified by Seller taking possession of the equipment, such acceptance shall acknowledge that the equipment is in good order and condition and that Buyer is satisfied with same and that Seller has made no representation or warranty, expressed or implied, with respect to such item of equipment.  All equipment is sold in an “as is” condition. 3.  PURCHASE PAYMENTS:  Buyer agrees to pay unto Seller the sum of $ __________________________as an initial installment payment under this agreement and thereafter $ ___________________________per month beginning _____________________, 20___ and continuing with a like payment due on the  ______________th day of each and every month thereafter until the ____ the day of__________________, 20 ___ , when the last payment under this agreement shall become due and payable. Payments shall be payable to Seller at his offices or at any other place Seller may direct.  Payments shall not be considered paid until received by Seller. 4.  TITLE TO EQUIPMENT:  Seller represents that he owns all equipment described herein free and clear and that such equipment is free of all liens. 5.  MAINTENANCE AND REPAIR:  All maintenance and repair costs to the equipment shall be paid by Buyer and Seller is hereby relieved from any responsibility to maintain or repair said equipment, all said equipment being sold in an “as is” condition. INSURANCE AND RISK OF LOSS:  Buyer shall acquire and maintain insurance on the equipment described herein in the amount of at least _____________________$ with Seller as Loss Payee  until the final payment under this agreement is made by Buyer and received by Seller. DAMAGE TO EQUIPMENT; DESTROYED OR STOLEN EQUIPMENT:  Notwithstanding any loss, theft, destruction or damage of any item of agreement equipment or property, the payments as contained herein shall continue to be paid by Buyer. 8.  TAXES AND LICENSES:  All taxes, license fees and other expenses associated with the agreement equipment shall be paid by Buyer. 9.  INDEMNIFICATION OF SELLER:  Buyer shall indemnify, protect and hold harmless the Seller, its agents, servants, successors and assigns from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses, of whatever nature, arising out of the use, condition or operation of any item of the equipment, regardless of where, how and by whom operated.  Buyer shall assume the settling of, and the defense of any suits or other legal proceedings brought to enforce all such losses, damages, injuries, claims, demands and expenses and shall pay all judgments entered in the suit for other legal proceedings.  The indemnification and assumptions of liability and obligation herein provided shall continue in full force and effect notwithstanding the termination of this agreement, whether by expiration of time, by operation of law or otherwise. 10.  ASSIGNMENT BY SELLER TO BANK:        Seller shall be entitled to assign the payments due under this agreement, or any portion thereof, to any bank or other financial institution as security. In that event, Seller shall provide Buyer with appropriate reagreements and other assurances as may be required under Article 13 herein. 11. “AS IS” CONDITION OF EQUIPMENT:  Seller makes no warranties unto Buyer for the sale of the equipment and all equipment described herein is sold in its “as is” condition. 12.  DEFAULT BY BUYER:  Time is of the essence under this agreement and any of the following events shall constitute defaults on the part of Buyer hereunder: (a)  failure of Buyer to pay any payment within fifteen (15) days in which same becomes due; (b)  any breach or failure of Buyer to perform any of its obligations under this agreement; (c)  insolvency of bankruptcy of Buyer or assignment for the benefit of creditors; (d)  any other act of Buyer which will causes Seller to deem itself insecure. Upon the occurrence of any default Seller may exercise this option without notice to or demand on the Buyer and thereupon all equipment and rights of Buyer therein shall be surrendered unto Seller; upon default, Seller may take possession of the equipment where found with or without process of law in court, may enter upon the agreed premises without liability for suit, action, or other proceedings by Buyer and remove same; hold, sell, agreement or otherwise dispose of the equipment or keeping of any of them as Seller so chooses without effecting the obligation of Buyers as providing by this agreement; collect all unpaid  payments due without prejudice to Seller’s right to regain possession of the equipment. 13.  Upon receiving the final payment from Buyer under this agreement, Seller shall execute such further assurances as may be reasonably required by Buyer to insure that the equipment is free from all liens and encumbrances. 14.       GOVERNING LAW:  This agreement shall be governed by the laws of the State of _________________ . WITNESS our signatures this the day of __________________ , 20_______ . SELLER: _____________________________ _____________________________ BUYER:_____________________________ _____________________________ STATE OF_____________________________ COUNTY OF____________________________ PERSONALLY came and appeared before me, the undersigned authority in and for the jurisdiction aforesaid, the within named _____________________in the above and foregoing instrument of writing, who acknowledged to me that he signed and delivered the above and foregoing instrument of writing on the day and in the year and for the purposes therein mentioned. GIVEN under my hand and official seal of office on this the _____________ day of ______________________, 20 __. My Commission Expires:__________________________ ____________________ NOTARY PUBLIC STATE OF_______________________________ COUNTY OF_______________________________ PERSONALLY came and appeared before me, the undersigned authority in and for thejurisdiction aforesaid, the within named _________________________ in the above and foregoing instrument of writing, who acknowledged to me that he signed and delivered the above and foregoing instrument of writing on the day and in the year and for the purposes therein mentioned. GIVEN under my hand and official seal of office on this the _________________ day of_________________________, 20___ . My Commission Expires: ______________________________

  • FINANCING AGREEMENT

    Download Word Document In English. (Rs.50/-) FINANCING AGREEMENT THIS FINANCING AGREEMENT, dated as of [INSERT DATE], entered into between [INSERT NAME OF BENEFICIARY] “Beneficiary” and [INSERT NAME OF COMMISION] “Commission”. Whereas: 1. The Commission under the laws is authorized to contribute financial support to qualified beneficiary in the form of commercial paper notes. 2. The Beneficiary’s projects subject of this Financing Agreement have been authorized and approved by the Commission. 3. The parties express their intent to finance the project of the beneficiary and provide additional support when needed. 4. This Financing Agreement shall stipulate terms and conditions by which the Beneficiary accepts the support given by the Commission and submits to abide by the rules as well as the proper procedure for the disbursement and distribution of the said assistance. Furthermore, the acceptance of the support comes with corresponding duties and responsibilities the Beneficiary should perform. WHEREFORE, Premises considered, the parties hereto agree to the following: Article 1: General Provisions SECTION 1: The terms used in this Agreement shall be understood in the manner they are taken in the context. A different interpretation of a term may only be utilized when a specific provision provides for the same. Any ambiguity in comprehending the stipulations hereto shall be construed in favor of the validity of this Agreement. SECTION 2: Unless the context requires otherwise, the following shall be observed: a. A reference to a singular term shall include its plural form; b. A word associated with gender covers the masculine, feminine and neutral. Article 2: Financing SECTION 1: The Commission binds to extend to the Beneficiary a financial aid amounting to [INSERT AMOUNT OF GRANT IN WORDS AND NUMBERS] for the implementation of the Project stated in this Agreement. SECTION 2: The Beneficiary may encase and withdraw the said aid on the terms and conditions set forth herein.   SECTION 3: This Financial aid shall be subject to a maximum commitment charge rate at one half (½) percent per annum on the Unwithdrawn Financing Balance. SECTION 4: The payment dates are on the thirtieth (30th) day of June and December. SECTION 5: The Payment currency is US dollars. Article 3: Project SECTION 1: The Beneficiary is fully authorized by the laws to enter into this agreement and implement the Project in which all the expenses related to the acquisition, construction, equipment, repairs, or renovation of the said Project shall be financed by the Commission. SECTION 2: The Beneficiary represents that the description of the Project covered by this Agreement is true and accurate.  SECTION 3: The Beneficiary fully commits to the execution of the Project. The parties generally agree that:  They shall, at the instance of either party, regularly partake to the other party their views on the macroeconomic policy framework and the progress in the implementation of the Project herein; The Beneficiary shall update and notify the Commission in detail the reviews in executing the Project. The Beneficiary shall promptly inform the Commission of any events that would materially alter the stipulations in this Agreement and influence the carrying out of the Project. SECTION 4: Construction and Acquisition. The Beneficiary shall cause the acquisition, construction, equipment, repairs, or renovation of the Project within a reasonable period.  SECTION 5: Licenses. The Beneficiary represents that it has secured all the approval of the respective government offices and licenses necessary for the implementation of the Project.  SECTION 6: The Beneficiary shall utilize the funds provided by it by the Commission in the execution of the Project according to the tenor of this Agreement. SECTION 7: It is a requirement for the Beneficiary to secure the necessary documents and prepare the Disbursement Certificate and submit the same to the Commission before the funds be made available for disbursement. Said documents should be submitted to the Commission at least five (5) days before the disbursement of the funds. Upon completion of the said documents and verification thereof, the Assigned Officer of the Commission shall cause the transfer of the funds to the Beneficiary. SECTION 8: The Beneficiary shall regularly update the Commission of the status of the Project and shall submit monthly report specifying therein the percentage of completion of the project as well as the allocation of the funds. SECTION 9: The Beneficiary shall inform the Commission of any modifications made to the Project by a written notice delivered to the latter. Such notice shall contain the original plan and the corresponding changes made to the Project. It shall be delivered to the principal office of the Commission and such shall be subject to the approval of the Commission. The Commission shall within a period of fifteen (15) days from receipt of the notice communicate to the Beneficiary its response to it.  SECTION 10: The Commission shall, at reasonable times, conduct an ocular inspection of the Project and shall examine the records of the Beneficiary on the covered Project.   Article 4: Representations and Warranties SECTION 1: Representations and Warranties of the Commission. The Commission warrants that: It is existing and organized under the laws of [INSERT THE COUNTRY WHERE IT WAS ORGANIZED AND REGISTERED] which gives it the rights, powers and authority to operate. It possesses legal capacity and full authority to enter into this Financing Agreement and has the power to perform its duties and responsibilities under this Agreement. The execution of the terms and conditions under this Agreement is in consonance with the laws and is not contrary to morals and public policy, or any instrument executed by the Commission. It is lawfully authorized to issue commercial paper notes as medium for the disbursement of the financial aid to the Beneficiary for the implementation of the Project. [STATE OTHER WARRANTIES OF THE COMMISSION]. SECTION 2: Representations and Warranties of the Beneficiary. The Beneficiary represents and warrants: It is existing and registered 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 legally enter into this Agreement and execute the obligations herein stipulated. The Beneficiary represents the description of the Project covered by this Agreement.  It is duly authorized to implement the Project covered by this Agreement.  The execution of the terms and conditions herein stated by the Beneficiary including the securing of the necessary documents and carrying out of the Project shall not in any way violate any provisions of the law nor contradictory to morals and public policy. No other instrument is entered into by the Beneficiary that counters this Agreement.  [STATE OTHER WARRANTIES OF THE BENEFICIARY]. Article 5: Commercial Paper Notes SECTION 1: The Commission upon receipt of the required documents secured by the Beneficiary as stated in Sec.7 of Art. 3 shall issue commercial paper notes to accommodate the amount needed to finance the Project and shall allocate the same for the implementation of the said Project. SECTION 2: The Beneficiary shall perform the necessary actions and secure the required approval and certificates as stipulated herein, and coordinate with the Commission for the lawful issuance of the commercial paper notes under this Agreement. SECTION 3: The Beneficiary shall not allow the use of the funds or allot a part thereof in any way other than it is intended for as contained in the provisions of this Agreement.   SECTION 4: If there is a failure on the part of the Beneficiary to use the funds within the period allotted for the completion of the Project, the Commission may inquire as to the cause of the failure and the Beneficiary shall promptly provide for an explanation through a written report within ten (10) days from the inquiry.   Article 6: Other Agreements SECTION 1: The Beneficiary shall retain all the official records and certificates obtained in the pursuance of this Agreement and the subject Project. The Beneficiary is also obliged to furnish the Commission of a copy of the said records and certificates.  SECTION 2: The Beneficiary represents that no other funds have been appropriated to it for the cost of the Project.     Article 7: Term of the Agreement SECTION 1: This Financing Agreement shall be given effect on the above stated date 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. This shall remain in full force until terminated. SECTION 2: This Agreement shall automatically cease to exist upon completion of the Project. Such completion of the Project shall not preclude the parties from performing their respective obligations stated herein nor exercising the rights granted by the stipulations of this Agreement.   Article 8: Novation SECTION 1: Alterations in this Financing Agreement shall not be entertained unless both parties - the Commission and the Beneficiary expressly consent thereto in writing. It shall only be given effect when: The Beneficiary consults and obtains legal opinion from its counsel to the effect that such modification is not violative of the law and such is not contradictory to morals and public policy. The desired changes will not in any way affect substantial rights of the parties, nor prejudice third parties, nor in conflict with any existing agreements entered into by the parties. SECTION 2: Material alterations, however, shall not be allowed if it significantly alters or makes this agreement null and void. SECTION 3: In effecting changes in the provisions of this Agreement, the initiating party shall furnish the other party a written document stating therein the old provision and the desired modification and deliver the same by personal service or through a registered mail to the principal office of the parties. The receiving party shall then within a period of five (5) working days communicate its position to the said proposed changes to the other party using the mode of delivery mentioned.  SECTION 4: Upon receipt of the position on the proposed changes, such change, if approved, shall be given effect after the lapse of five (5) days. If the position on the proposed change is unfavorable, then such shall not be entertained.      Article 9: Communication SECTION 1: Any notices, records, reports, certificates, or other documents specified in this Financing 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: a. If to the Beneficiary: [INSERT NAME OF THE DESIGNATED RECIPIENT] [INSERT NAME OF BENEFICIARY] [INSERT COMPLETE ADDRESS] b. If to the Commission: [INSERT NAME OF THE DESIGNATED RECIPIENT] [INSERT NAME OF COMMISSION] [INSERT COMPLETE ADDRESS] SECTION 2: Any change in the address of either party shall be communicated to the other party through a written notification. Failure to update the other party of such change shall be taken against said party. The purpose of such notice shall be forfeited. SECTION 3: The delivery of any notices, records, reports, certificates, 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. In case of delivery of the said notices, records, reports, certificates, or other documents through registered mail, the delivery date is the date of mailing.   Article 10: Conflict of Interest SECTION 1: The Commission and the Beneficiary shall not in any way engage in the same or similar contract with another party or third parties involving the same subject matter. Both parties are precluded from doing such act that would prejudice the substantial rights of the other party. 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 11: 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 12: Benefit SECTION 1: This Financing Agreement shall inure to the benefit of the Commission, the Beneficiary, their assigns and successors-in-interest. The provisions herein shall be binding to the aforementioned parties. Article 13: Counterparts SECTION 1:This Financing Agreement shall be executed in multiple copies, each of the copies shall serve as original constituting one and the same document. Each party shall be furnished a copy of this Agreement.  Article 14: Severability Clause  SECTION 1 When it is found that a provision of this agreement, or a part, or some parts thereof are invalid and unenforceable, the said provision shall be taken out of this  Agreement and not in any way affect the validity of the entire agreement. The rest of the agreement shall remain valid and enforceable. Article 15: Scope of the Agreement SECTION 1: The Commission and the Beneficiary voluntarily submit to have read and fully understood the provisions of this agreement. The parties recognize its existence and attest to its validity. Any repudiation of the herein provisions shall be construed against the said party. IN WITNESS WHEREOF, [SPECIFY THE NAME OF THE COMMISSION] and [SPECIFY THE NAME OF THE BENEFICIARY], through their authorized representatives have caused the execution of this Financing Agreement this [INSERT DATE OF SIGNATURE] at [INSERT PLACE OF EXECUTION]. [INSERT NAME OF REPRESENTATIVE OF THE COMMISSION] [SPECIFY THE NAME OF THE COMMISSION] [INSERT DATE SIGNED] [INSERT NAME OF REPRESENTATIVE OF THE BENEFICIARY] [SPECIFY THE NAME OF THE BENEFICIARY] [INSERT DATE SIGNED]

  • Investment Banking Agreement

    Investment Banking Agreement Download Word Document In English. (Rs.50/-) This Investment Banking Agreement (referred as “Agreement”) is formed and effective on this [INSERT NUMBER] day of [INSERT MONTH], [INSERT YEAR] (referred as “Effective Date”). BY AND BETWEEN [INSERT NAME OF COMPANY](referred as “Investment Company”), a company duly registered in accordance with the laws of [INSERT NAME OF COUNTY] of the State of [INSERT NAME OF STATE] with its main address at [INSERT COMPLETE COMPANY ADDRESS] AND [INSERT NAME OF FINANCIAL INSTITUTION](referred as “Banker”), a company duly registered in accordance with the laws of [INSERT NAME OF COUNTY] of the State of [INSERT NAME OF STATE] with its main address at [INSERT COMPLETE COMPANY ADDRESS] WHEREAS, Investment Company has the intention of retaining Banker as its investment banker with the latter party having the desire to do such for Investment Company. NOW, THEREFORE, with consideration to the preceding mutual covenants of the parties, Investment Company and Banker hereby agreed to the following: (a) Term of Agreement (i) This Agreement shall commence on the Effective Date specified at the beginning pages of this Agreement and shall continue on [INSERT NUMBER/PERIOD] from such date; (ii) This Agreement may be renewed by either Investment Company or Banker for additional [INSERT NUMBER/PERIOD] unless either of the aforementioned parties terminates this Agreement in writing in not less [INSERT NUMBER/PERIOD] prior to the original and/or subsequent expiration date of this Agreement. (b) Nature of Investment Banking Services (i) Investment Company hereby engages Banker to serve as its investment banker and provide investment advices and/or services to Investment Company as is requested by the latter party which involve concerns on equity and/or debt financing as well as strategic planning, acquisition and merger possibilities, and business development activities including, but without limitation, to the following: Study the business, operations, and historical financial performance of Investment Company and review such data and/or information based on the forecast of financial performance of the management of Investment Company so as Banker is able to give its investment and/or financing advices to Investment Company; Aid Investment Company when it attempts to create the best strategy in order for Investment Company to meet its working capital and capital resource needs; Use its resources and/or networks to introduce Investment Company to prospective lenders of funds and/or investors whether such investments may be in forms of debt and/or equity financing or both; Assist Investment Company when it formulates various terms and structures of any considerable proposed business deal, combination and/or transaction with third party entities which include, but is not limited to, mergers, sale of assets, or sale or exchange of shares; Give assistance to any authorized person within Investment Company assigned to the preparation of a business presentation to the Board of Directors of Investment Company in relation to any proposed business deal or transaction; Suggest Investment Company to prepare for press releases and/or any other forms of communication to financial and investment communities in the market; Recommend Investment Company to have its securities listed on a nationally listed stock exchange and assist it on any of its methods to do so; (ii) Banker hereby agrees to the desire of Investment Company to retain Banker as its investment banker and perform for Investment Company the duties and responsibilities identified in the prior statements in good faith and to the best of its ability; (iii) Within the term of this Agreement as specified in Section [INSERT NUMBER/LETTER], Banker shall report its progress, on its obligations under this Agreement, directly to [INSERT AUTHORIZED PERSON] of Investment Company or any other person designated by [INSERT AUTHORIZED PERSON] in writing; (iv) Each investment option and/or deals introduced by Banker to Investment Company pursuant to the terms and conditions of this Agreement shall be recorded in Schedule [INSERT NUMBER/LETTER] attached hereto in this Agreement. The complete and final record of the aforementioned schedule is due to be given by Banker to Investment Company [INSERT NUMBER/PERIOD] of the expiration and/or termination of this Agreement. (c) Payment of Compensation (i) In the event that, with the performance of Banker as the investment banker, Investment Company gains a debt and/or equity financing, including, but without limitation to, [INSERT DETAILS], Investment Company shall be obliged to pay Banker at closing: (1) Cash commission with the amount equal to [INSERT PERCENTAGE] of the total gross cash proceeds of the debt and/or equity financing; (2) [INSERT DETAILS] allowance that is equal to [INSERT PERCENTAGE] of the total gross cash proceeds of the debt and/or equity financing; (3) Warrant fee in connection with the purchase of [INSERT NUMBER] shares of the ordinary shares of Investment Company that is equal to [INSERT PERCENTAGE] of the ordinary shares issued at closing and/or to be issued upon conversion of any convertible securities and the exercise of any derivative securities issued in the debt and/or equity financing; (ii) In the event that, with the performance of Banker as the investment banker, Investment Company achieves a business deal, transaction, and/or combination with either a public or a private business entity, Investment Company shall be obliged to pay Banker at closing: Cash banking fees with the amount equal to [INSERT PERCENTAGE] of the total gross cash proceeds and all other non-cash consideration arising out of the business deal, transaction, and/or combination whether paid or received by Investment Company; [INSERT DETAILS] expense allowance with the amount in cash equal to [INSERT PERCENTAGE] of the total gross cash proceeds and all other cash consideration arising out of the business deal, transaction, and/or combination whether paid or received by Investment Company; Warrant fee in line with the acquisition of [INSERT NUMBER] shares of the ordinary shares of Investment Company equaling[INSERT PERCENTAGE] of the ordinary shares issued at closing and/or to be issued upon conversion of any convertible securities and the exercise of any derivative securities issued from the business deal, transaction and/or combination; (iii) In the event that, with the performance of Banker as the investment banker, Investment Company obtains capital-related instruments considered by the aforementioned parties in this Agreement, Investment Company shall be obliged to pay Banker at closing: (1) With basis on the total face value of the capital-related instruments obtained, an amount equal to [INSERT PERCENTAGE] of all considerations received by Investment Company from such specified requirements as well as a [INSERT DETAILS] expense allowance amounting equal to [INSERT PERCENTAGE] of similar consideration obtained by Investment Company; (2) A benefit of [INSERT PERCENTAGE] of any circulating credit line as well as [INSERT PERCENTAGE] of any credit enhancement instrument which is included in an insured and/or guaranteed basis; (3) An amount equal to [INSERT PERCENTAGE] of any revenue-generating arrangement, fee-sharing agreement, license, royalty, or any type of agreement of the like arising out of capital-related requirements acquired by Investment Company. (d) Fees and Charges If, within [INSERT NUMBER/PERIOD] of the execution of this Agreement, Investment Company completes and/or acquires any business deal, transaction, combination, financing, and/or any capital-related requirements with Banker’s assistance, Investment Company shall be bound to pay Banker the full compensation due indicated in Section [INSERT NUMBER/LETTER] of this Agreement; Aside from the compensation of Banker indicated in Section [INSERT NUMBER/LETTER] of this Agreement, Investment Company shall be obliged to pay Banker, as its investment banker in accordance with the terms and conditions of this Agreement, a retainer fee amounting to [INSERT AMOUNT] payable in the following installments: (1) [INSERT AMOUNT] as of the execution of this Agreement; (2) [INSERT AMOUNT] as of the execution of any business deal, transaction, combination, equity and/or debt financing, and any other capital-related requirements; (iii) Except when either Investment Company or Banker states to the contrary, the following terms and conditions shall apply in relation to the fees and charges under this Agreement; (1) Banker shall not be entitled to offset, refunds and/or cancellation of the fees with which it is due to receive pursuant to Section [INSERT NUMBER/LETTER] of this Agreement and shall receive such fees free and clear of any and all encumbrances; (2) Upon any closing and/or execution of any business deal, transaction, combination, equity and/or debt financing, and capital-related requirements, Banker shall be immediately given the specified fees stipulated under Section [INSERT NUMBER/LETTER] of this Agreement via [INSERT METHOD OF PAYMENT] from the proceeds of the certain business activity; (3) All securities fees given by Investment Company to Banker shall be duly issued to the latter party via [INSERT METHOD OF ISSUANCE] that is fully paid and non-assessable and shall be in the same form as with the terms and conditions on securities received by Investment through  the certain business activity; (iv) Investment Company hereby acknowledge that the manner of payment and delivery of the fees due to Banker shall be indicated in the documentation of the business deal, transaction, combination, equity or debt financing, and any other capital-related requirements obtained by Investment Company under this Agreement; (v) Investment Company shall be accountable in reimbursing Banker of any out-of-pocket expenses incurred by Banker in the course of its performance of its obligations to Investment Company under this Agreement; (vi) Any personal expense of Banker that exceeds [INSERT AMOUNT] shall be subject to a prior written consent from Investment Company and shall be evidenced by a written documentation before the reimbursement to Banker; (vii) Any reimbursement shall be made by Investment Company within [INSERT NUMBER/PERIOD] of its receipt of the documentation from Banker; (viii) Any expense reimbursed by Investment Company to Banker shall be deducted from the [INSERT DETAILS] expense allowance due to Banker stipulated under Section [INSERT NUMBER/LETTER] of this Agreement; (ix) Investment Company hereby adheres that, if it cancels and/or terminate any business deal, transaction, combination, equity and/or debt financing, or capital-related requirements obtained by such in this Agreement, then it shall immediately pay Banker of all compensation and/or fees that is due pursuant to Section [INSERT NUMBER/LETTER] of this Agreement had the certain business activity been effected; (x) In line with the previous statement, if the situation happens otherwise, and the third party entity provides the cancellation and/or termination of the certain business activity, then Investment Company shall immediately pay Banker of all compensation and/or fees that is due pursuant to Section [INSERT NUMBER/LETTER] of this Agreement had such business activity been effected. (e) Termination of Agreement (i) Either Investment Company or Banker may choose to terminate this Agreement in writing, with or without cause, even before the normal expiration of such as stipulated in Section [INSERT NUMBER/LETTER] of this Agreement; (ii) In the event that this Agreement is terminated before the set expiration date, Banker shall keep all the compensation and/or fees paid to him up to the date of termination; (iii) Sections [INSERT NUMBERS/LETTERS] of this Agreement shall survive the termination of this Agreement and shall remain valid and binding between Investment Company and Banker within the specified periods indicated in such clauses. (f) Confidentiality and Non-Disclosure (i) Banker hereby commits to keeping any and all information transpired arising out of its performance under this Agreement in strictest confidence and agrees to not disclose or to make accessible such data and/or information to any uninvolved third party person without the written authorization and/or consent of Investment Company; (ii) Investment Company and Banker are in agreement to make confidential the following data and information shared in execution of the terms and conditions under this Agreement: (1) The products, services, and technology of Investment Company, both current and in progress; (2) Promotion and any other marketing programs of Investment Company; (3) Lists, trade secrets, and any other data and/or information owned by Investment Company or any of its clients and third parties, which include, but without limitation to, the proprietary information mentioned in Section [INSERT NUMBER/LETTER] of this Agreement; (iii) Banker shall not engage in any of the following actions pertaining to the usage of confidential information mentioned in the prior statements: (1) Use any data and/or information considered confidential under this Agreement for the benefit of Banker and others other than its performance of its duties and obligations subject to Section [INSERT NUMBER/LETTER] of this Agreement; (2) Conduct any material reproductions from the data and/or information from Investment Company at any time during the term specified in Section [INSERT NUMBER/LETTER] of this Agreement except, in such cases as required in line with the duties and obligations of Banker hereunder; (iv) With the preceding statements considered, Investment Company and Banker hereby mutually concede that the latter party is free to utilize: (1) Any information provided in the public domain not arising out of a breach of any term and/or condition of this Agreement; (2) Any information obtained legitimately from a third party entity who bears the right to disclose such information; (3) The skill, knowledge, know-how, and experience of Banker as an investment banker of a business entity to whatever extent and in whatever way the Banker desires that is in consistency with its obligations under this Agreement; (4) Research information relevant to Investment Company that is rightfully obtained by Banker through extensive research. (g) Ownership of Proprietary Information (i) Banker acknowledges and agrees that, any and all data and/or information created, discovered, and developed by Investment Company and its affiliates, subsidiaries, successors, and/or assigns and any other property rights assigned to or conveyed to Investment Company and the aforementioned entities shall be solely owned by Investment Company or the aforementioned entities, as applicable and as such, Investment Company and the aforementioned entities shall also be the sole owner of any and all patents, copyrights, and other rights relative to such creations, discoveries and/or developments under this Agreement which include but is not limited to the right to make application for statutory protection; (ii) Data and/or information considered as proprietary information of Investment Company under this Agreement shall include but is not limited to any of the following: Trade secrets, processes, discoveries, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, improvements, product concepts; Techniques in marketing plans, merger and acquisitions and relevant targets, strategies, forecasts, blueprints, records, notes, sketches, devices, drawings, customer lists; Patent applications, continuation applications, applications on continuation in-part, applications on file wrapper continuation, divisional applications; Any and all information about Investment Company, its employees, the aforementioned entities and/or Bankers; (iii) All original content, trademarks, patents, copyrights, or other intellectual property developer by Banker in its execution of its obligations under this Agreement that is not included in any specific information in relation to those proprietary information of Investment Company shall be solely owned by Banker. (h) Indemnification Investment Company hereby agrees to indemnify and hold harmless Banker and its professionals, lawyers, consultants, and affiliates and their respective directors, officers, shareholders, partners, members, managers, agents, and employees, from and against any and all losses, claims, damages, liabilities, and expenses incurred by Banker which include but without limitation to reasonable attorney’s fees and legal costs arising out of actions taken and/or omitted to be taken by Investment Company, its agents and/or employees, relative to the scope of this Agreement and the performance of Banker as its investment banker contemplated hereunder; Banker hereby agrees to indemnify and hold harmless Investment Company and its directors, officers, shareholders, partners, members, managers, agents, and employees from and against any and all losses, claims, damages, liabilities, and expenses arising out of Banker’s bad faith, gross negligence, and/or unauthorized representations. (i) Notices All notices and other forms of communication between Investment Company and Banker shall be done in writing and shall be considered to have been duly delivered when given by sending party through: Facsimile transmission with the procurement of a written transmission confirmation report at the number designated by the receiving party in writing; Personally delivered by sending party to receiving party of which the latter gives its confirmation thereof; [INSERT NUMBER/PERIOD] after being sent by express mail and any other similar delivery; [INSERT NUMBER/PERIOD] after being mailed through registered or certified mail, postage prepaid, to the addresses of the parties specified at the beginning pages of this Agreement or any other address provided by either party in writing. (j) Relationship of Parties Under this Agreement, Investment Company and Banker shall be recognized as independent contractors, and unless otherwise specified to the contrary thereof, Banker shall have no power and/or right to act for or on behalf of Investment Company and vice versa. This Agreement does not establish and/or create a partnership or joint venture between the aforementioned parties. (k) Assignment The terms and conditions of this Agreement and any other rights and obligations of Investment Company and Banker hereunder shall non-transferrable and cannot be assigned to any third party without any procurement of a prior written consent of the other party, of which such consent shall not be unreasonably withheld. (l) Partial Invalidity  In the event that any term and/or condition under this Agreement is found to be invalid, illegal, or unenforceable, in whole or in part, by a court of competent jurisdiction, the remaining terms and/or conditions shall remain in full force and effect and enforceable to the extent they are valid, legal, and enforceable, notwithstanding the invalidity of such term and/or condition. (m)  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. (o) Entire Agreement This Agreement and all the schedules attached hereto shall comprise the entire and complete agreement between Investment Company and Banker relevant to the subject matter defined thereof and shall supersede any prior agreements, arrangements, understanding, and discussions between the aforementioned parties. (p) Amendment Any amendment and/or modification of any term and/or condition of this Agreement shall be made effective and valid unless made in writing and signed by both Investment Company and Banker. (q) Waiver of Right The failure of either Investment Company or Banker to deliver its performance of any term or conditions of this Agreement shall not be construed as a waiver of future compliance herewith and such terms and/or condition shall remain in full force and effect. No waiver of any right, term, or condition of this Agreement on the part of either of the aforementioned parties shall be valid and effective for whatever purpose unless such waiver is provided in writing and signed by the waiving party. (r) Headings All the titles and headings of each section and/or clause under this Agreement is provided for the purpose of convenience of reference only and shall not in any way modify or affect any interpretation of this Agreement. (s) Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original instrument, and all of which, when taken together, shall be interpreted as one and the same. (t) Binding Effect This Agreement shall be binding and inure to the benefit of both Investment Company and Banker and their respective successors, administrators, and assigns. IN WITNESS WHEREOF, Investment Company and Banker have caused the execution of this Agreement on this [INSERT NUMBER] day of [INSERT MONTH], [INSERT YEAR].  SIGNED AND SEALED: Investment Company Authorized Signature Name and Title in Print Banker  Authorized Signature Name and Title in Print

  • Accounting Agreement

    Accounting Agreement This Accounting Contract (the “Contract”) is entered into ____________________ (the “Effective Date”), by and between ________________________, with an address of _____________________________ (the “Accountant”) and _________________, with an address of _______________________________, (the “Client”), collectively “the Parties.” 1.  Accounting Services. Client requests and Accountant agrees to perform the following Services (the “Services”): ________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ 2.  Compensation. The Parties agree Accountant shall invoice Client on a monthly basis for the Services. Services will be performed at an hourly rate of ____ per hour. Invoices are due upon receipt. If Invoices are not paid within thirty (30) days, Accountant is entitled to charge a late fee of five percent (5%). 3.  Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue until ____________________________________________________________. 4.  Ownership of Work Product. As a result of this Agreement, Accountant will create Work Product, including, but not limited to, documents, presentations, reports and the like, physical and/or electronic. All Work Product shall be owned by Client. Accountant does not maintain any rights to this Work Product and shall turn over all Work Product upon the termination of this Agreement. 5.  Independent Accountant Relationship. The Parties agree that Accountant is providing the Services under this Agreement and acting as an Independent Contractor and not as an employee. This Agreement does not create a partnership, joint venture, or any other fiduciary relationship between Client and Accountant. Accountant does not have any authority to enter into any agreements on Client’s behalf. 6.  Confidentiality. During the course of this Agreement, it may be necessary for Client to share proprietary information, including financial information, trade secrets, industry knowledge, and other confidential information, to Accountant in order for Accountant to complete the Services. Accountant will not share any of this proprietary information at any time. Accountant also will not use any of this proprietary information for his/her personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by it’s natural termination or the early termination by either party. 7.  Audit. Accountant will maintain complete records of all business conducted related to the Services and this Contract. Accountant’s records will be available for full inspection and audit by Client and government entities for the period of time required by law. 8.  Termination. This Agreement may be terminated at any time by either Party upon written notice to the other party. Client will be responsible for payment of all Services performed up to the date of termination, except for in the case of Accountant’s breach of this Agreement, where Accountant fails to cure such breach upon reasonable notice.  Upon termination, Accountant shall return all Client content, materials, and all Work Product to Client at its earliest convenience, but in no event beyond thirty (30) days after the date of termination. 9.  Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. Accountant agrees to perform accounting services in accordance with ethics standards set forth by the International Ethics Standards Board for Accountants. All analysis, records, reports, and filings will be performed in compliance with state, local, and federal law. 10. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party. 11. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABILE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH. 12. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.  13. Waiver. The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.  14. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees. 15. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement. 16. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by _________ law. 17. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties. The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows: “ACCOUNTANT” Signed: _________________________________ By: ________________________________________ Date: _______________________________________ “CLIENT” Signed: _____________________________________ By: ________________________________________ Date: ______________________________________ Download Word Document In English. (Rs.20/-)

  • DEBENTURE TRUST DEED

    DEBENTURE TRUST DEED THIS TRUST DEED is made this………………… day of………………… 2020,  Between ………………… incorporated under the __________________________ with its registered office at………………… (hereinafter called "the Company") of the One Part, and Mr………………… and Mr………………… (hereinafter called "the Trustees") of the Other Part. WHEREAS by Sub-Clause………………… of Clause………………… of its Memorandum of Association, the company is authorised to borrow or raise and secure the payment of money by the issue of debentures charged upon any of the company's property. AND WHEREAS the Directors of the company being duly empowered in that behalf by Article No. ………………… of the Articles of Association of the company have decided by a resolution passed in pursuance to ____________________by the Board of directors in the meeting of the Board held on………………… to raise a sum of $………………… by issue of………………… First Mortgage Debentures of $………………… each, bearing interest at………………… per cent per annum framed in accordance with the forms set for in the First Schedule hereto and to secure the same by mortgaging with the trustees the properties described in the Second Schedule hereto. AND WHEREAS the trustees above mentioned have consented to act as trustees for the debenture holders. NOW THIS DEED WITNESSETH AND IT IS HEREBY MUTUALLY AGREED TO AND DECLARED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:  1. That in these presents unless there be something in the subject or context consistent therewith the expression following shall have the meaning hereafter mentioned, that is to say:  (a) "Company" means………………… Ltd.  (b) "Trustees" means Mr………………… or any other trustees hereof for the time being.  (c) "Debentures" means the debenture of the company in the form set out in the First Schedule hereto for the time being outstanding and entitled to the benefit of these presents.  (d) "Debenture holders" means the holder for the time being of the debenture issued and entered in the register of debenture holders, mentioned on the conditions endorsed on the debentures on the holder of the debentures.  (e) "Mortgaged premises" means the property belonging to the company described in the Second Schedule hereto and comprised in the security of the debenture holder.  Words denoting the singular include the plural and vice versa unless the contrary appears from the context.  (f) Act means the _______________________ and any modification or re-enactments thereof.  2. The debentures entitled to the benefit of these presents shall consist of a series of number of debentures of $………………… each, aggregating to $………………… in all to rank pari passu without any preference or priority by reason of the date of issue or otherwise and secured by the mortgage hereby created on the mortgaged premises.  3. The company hereby covenants with the trustees that the company will on the………………… day of………………… or such earlier day as the principal moneys shall become payable under clause 7 hereof pay the debenture holders the amounts secured by their debentures respectively, and in the meantime will pay interest to the debenture holders on the day of………………… 20… in each year, the first payment of interest to be made on the day of………………… 20...   4. All payments due by the company in respect of the Debentures issued hereunder whether of interest, principal or premium shall be made by cheque or warrant drawn by the company on its bankers and the company shall make at its own expenses all arrangements, with its Bankers as shall be necessary to ensure that such cheques or warrants shall be encashable for the amount for which they are expressed without any deduction whatsoever at the office of its bankers in  Delhi or such other places in the Union of India as the Trustees may require.  5. In consideration of the debentures hereby authorised aggregating to $………………… the company, as the beneficial owner, hereby mortgages unto the trustees all the fixed plant and machinery and fixture at present existing at the company's factory and described in part A of the Second Schedule hereto and which may be acquired by the company hereafter or fixed or erected hereafter at its factory for the benefit of the debentureholders and the property described in Part B of the Second Schedule as security for the due payment of principal moneys amounting to $………………… in aggregate with interest and all other charges, expenses and other dues, the payment of which has been secured by a charge on the mortgaged premises under these presents. The charge hereby created on the property mentioned in Part A of the Second Schedule shall be the specified charge, while that on the property included in Part B of the Second Schedule shall rank as floating charges.  The trustees may, at any time, by notice in writing to the company, convert the said floating charge into a specific charge as regards any assets included in the Second Schedule and specified in the notice in case it is, in the opinion of the trustees in danger of being seized or sold under any sort of distress or execution levied or threatened or in any other case.  6. The company shall hold and enjoy all the mortgaged premises and carry on therein and therewith the business or any of the business mentioned in the Memorandum of Association of the company until the security hereby constituted shall become enforceable under the terms of these presents, in which case the trustees may, in their discretion, without any such request as next hereinafter mentioned and shall upon the request in writing of the holder or holders of………………… at least of the debentures, enter upon or take possession of the mortgaged premises, or any of them and may in the like discretion and shall upon the like request sell, call in, collect and convert into money the same or any part thereof with full power to sell any of the same premises either together or in parcels, and either by public auction or private contract, and either for a lumpsum or for a sum payable by instalments or for a sum on account and a mortgage or charge for the balance and with full power upon every such sale to make any special or other stipulations as to title or evidence, or commencement of the title or otherwise which the trustees shall deem proper and with full power to modify or rescind or vary any contract for sale of the said premises or any part thereof and to re-sell the same without being responsible for any loss which may be occasioned thereby and with full power to compromise and effect compositions and for the purposes aforesaid or any of them to execute and do all such assurance and things as they shall think fit.  7. The principal moneys due to the debenture-holders under this Indenture shall become immediately payable and the security hereby constituted shall become enforceable within the meaning of these presents in each and any of the following events:  (a) If the company makes default in the payment of any interest which ought to be paid in accordance with these presents.  (b) If the company without the consent of debenture holders ceases to carry on its  usiness or gives notice of its intention to do so.  (c) If an order has been made by the Court of competent jurisdiction or a special resolution has been passed by the members of the company for winding up the company.  (d) If the company acts in contravention of clause………………… of its Articles of Association.  (e) If it is certified by a Chartered Accountants capable of being appointed as auditor under the Act, that the liabilities of the company exceed its assets.  (f) If the company creates or attempts to create any charge on the mortgaged premises or any part thereof without the prior approval of the trustees/debenture holders.  (g) If in the opinion of the trustees the security of debenture holders is in jeopardy.  Provided that on the happening of the events specified in sub-clause (a), the permission given by clause 6 to hold and enjoy the mortgaged premises shall not be determined unless and until the trustees shall have first served on  the………………… company a preliminary notice requiring the  company to pay the interest in arrears and the company shall have neglected for the period of 30 days to comply with such notice.  8. As soon as the principal money shall become payable and the security enforceable under the last preceding clause 7 (and unless the time for payment and the security to be enforced has been expressly extended by the debenture holders), the trustees shall enter upon and take possession of the mortgaged premises and shall forthwith take steps to consult the debenture holders for the purpose of determining whether the business of the company may be allowed to be carried on or whether the mortgaged premises shall be realised by sale or otherwise.  9. Until the happening of some one of the events mentioned in clause no. 7 of this Indenture, the trustees shall not be in any manner bound to interfere with the management of affairs of the said business except to the extent they may consider necessary for the preservation of the mortgaged premises or any part thereof.  10. If the debenture-holders resolve not to allow the business of the company to be carried on as mentioned in clause 9 above but to realise the security, the trustees shall after giving a notice of 30 days in writing to the company, proceed to realise the mortgaged premises by sale or otherwise and, in doing so, shall conform to discretion, if any, given by debenture-holders.   11. The trustees shall apply the proceeds of such sale or other mode of realisation in the following manner, that is to say, that the trustees shall pay:  (a) In the first place all costs, charges and expenses incurred in or about such sale or the performance or execution of trust or otherwise in relation to these presents or otherwise in respect of the security, including the remuneration of the trustees.  (b) Secondly, the interest for the time being due and owing on the debentures.  (c) Thirdly, the principal money then due and owing to debenture-holders.  (d) And lastly, the surplus, if any, to the company or its assignee.  Provided that if the said money shall be insufficient to pay all such interest or principal money in full, then the said moneys shall be paid rateably and without preference or priority among all debenture-holders of this series according to the amount of the face value of the debentures held by them, but all interest shall be paid before any principal money.  12. When all the principal moneys and secured by these presents shall have been paid and satisfied, the trustees shall forthwith, upon the request and at the cost of the company and on being paid all the costs, charges and expenses properly incurred by the trustees in relation to the security, reconvey, reassign, release and surrender the mortgaged premises or so much or the same as shall not have been sold or disposed of, unto the company or its assigns.  13. If the company shall, at any time during the continuance of the security, be desirous of selling, demising or otherwise disposing of or dealing with any part of the mortgaged premises otherwise than in respect of the floating charge the ordinary course of the company's business, the trustees may, if satisfied that the debenture-holders' security shall not be thereby prejudiced, assent to or concur in such sale, demise, disposal or other dealing, and may, if necessary, release the property in question from the trust under this deed on such terms as the trustees may determine.   14. The company hereby covenants with the trustees:  (i) That the moneys secured by this deed shall be the first mortgage and charge on the mortgaged premises and shall take precedence over all other moneys which may hereinafter be borrowed by the company against the security of the premises.  (ii) that the company shall maintain the mortgaged premises and any and every part thereof in a fit and efficient condition of repair and shall keep the said property duly insured against risk of fire, riot, civil and war risks with such insurers and in such manner as the trustees may determine from time to time and, in default, the trustees shall carry out repair and keep insured the mortgaged premises in the interest of the debenture-holders, and shall be entitled to the immediate payment of such expenditure in full.  15. (a) The company shall in each and every year during the continuance of this security pay to the  Trustees for the time being of these presents as and by way of remuneration for their services as Trustees the sum of $………………… (………………… only) per annum in addition to all legal, travelling and other costs, charges and expenses incurred by the Trustees on their officers, employees or agents in connection with the execution of the trust hereof (including all the costs, charges and expenses of and incidental to the approval and execution of these presents) and all other documents effecting the security herein and the first of such payments to be made proportionately for the period and the said remuneration shall continue to be payable until the trust hereof shall be finally discharged. The trustees acknowledge having received from the company a sum of $………………… (………………… only) as their fee for agreeing and accepting the trusteeship of these presents.  (b) The company shall pay to the trustees all legal travelling and other costs, charges and expenses incurred by them or their agents in connection with execution of trusts of these presents including costs, charges and expenses of and incidental to the approval and execution of these presents and all other documents affecting the security herein and will indemnify them against all actions, proceedings, costs, charges, expenses, claims and demands whatsoever which may arise or be brought or made against or incurred by them in respect of any matter or thing done or permitted to be done without their wilful default in respect of or in relation to the mortgaged premises.  16. The trustees hereof being a corporate body may, in the execution and exercise of all or any of the trusts powers, authorities and discretions vested in them by these presents act by responsible officers or a responsible officer for the time being of the trustees and the trustees may also whenever they think it expedient in the interests of the debenture-holders delegate by power of attorney or otherwise to any such officer or officers all or any of the trusts power, authorities, and discretions vested in them by these presents and any such delegations may be made upon such terms and conditions and subject to such regulations including power to sub-delegate as the trustees may, in the interest of the debentureholders, think fit and the trustees shall not be bound to supervise the proceedings of or be in any way responsible for any loss incurred by reason of any misconduct or default or any mistake, oversight, error of judgement, forgetfulness or want of prudence on the part of any such delegate. The trustees, however, shall be liable for breach of trust, knowingly and intentionally committed by such trustees or their delegate subject to the permission of Section 119 of the Act. Note: This clause is suitable where the trustees is a bank. In case of individual this be modified suitably.  17. The debenture holders may, by an ordinary resolution, remove the trustee or trustees, or the trustee or trustees may, with the consent of the directors of the company and of the majority of the debenture holders in writing resign or retire from trusteeship.  18. In the event of death, bankruptcy, disability or resignation of any trustee or trustees, another trustee or trustees shall be appointed who shall thereafter have and exercise all powers of the trustee or trustees under these presents. The power of appointing a new trustee or trustees shall be vested in the directors, but no such trustees shall be appointed by the company until his appointment has been approved by an ordinary resolution of the debenture holders.  19. The trustees may by agreement with the directors of the company modify the terms of the deed in any manner that may be necessary to meet any requirement or contingency, provided that the trustees are satisfied that such modifications are in the interests of the debenture holders.  20. If any debenture is proved to the satisfaction of the company to have been lost, the company shall issue a fresh debenture on payment of a fee of $………………… for each such debenture and on such indemnity as the directors may think fit.  21. The company hereby covenants with trustees that company will at all times during the continuance of the security (except as may be otherwise previously agreed in writing by the trustees).  (a) carry on and conduct its business in proper and efficient manner with due deligence and efficiency with sound financial standing and pay all rents, cesses on mortgage premises, and insured these properties against fire and natural calamities;  (b) to keep proper books of account as required under the Act and let them be open to inspection of trustees during business hours;  (c) to give trustees such information as he or they may require relating to business, mortgage property and the affairs of the company;  (d) not to affect any scheme of amalgamation, merger or reconstructions during the period of debenture or any part thereof remain outstanding;  (e) not to utilise any portion of the debentures for purposes other than those for which the same are issued;  (f) not to make any material changes in the existing management set up. Not to declare any dividend to the equity (or preference shareholders, if any) in any year until the company has paid or made satisfactory provision for payment of the instalments of principal (if it has become due) and interest due on the debentures;  (g) allow the debenture holders a right to appoint a nominee director on the Board of the company. The said director so appointed shall not be liable for rotation nor required to hold any qualification. Thus, if need be, the company shall take immediate steps to amend its Articles of Association accordingly.  22. The company hereby further covenants with the Trustees that the company shall duly perform and observe the obligations hereby imposed upon it by this deed. IN WITNESS WHEREOF THE COMPANY has caused its Common Seal to be affixed to these presents and the trustees have hereto set their hands the day and year above written. Common Seal of the………………… Witnesses: affixed in the presence of  (DIRECTOR)  (TRUSTEES) Download Word Document In English. (Rs.30/-)

  • Agreement to Compromise Debt

    Agreement to Compromise Debt _____________________________ (hereafter "Creditor") and ________________________ (hereafter "Debtor") hereby agree to the following: That the Debtor owes the creditor a sum of  {total sum} , including  {charges}  and  {late fees} . That both parties are amenable to a compromise of the debt and terminating the late notice and pursuit of payment collection. Therefore, the Creditor and Debtor agree that the Debtor shall pay the Creditor the lesser amount of  {lesser amount} {in installments of X amount/in one lump sum} . Upon receiving payment of  {lesser amount} , the Creditor agrees to consider all of the Debtor's debts, claims, and liens fully paid; to terminate the Debtor's late notice from the system; and to withdraw all employees, associates, and accompanying creditors from pursuit of payment. The Debtor may pay in  {payment types} . The Debtor must pay  {the full amount/the first installment}  to the Creditor no later than  {date} . If the Debtor does not pay by  {date} , this agreement will be deemed null and void, and the Debtor will be required to pay the full amount, due immediately. In witness to their agreement to the terms of this contract, the parties affix their signatures below: ____________________________________Creditor, signature & date ____________________________________Debtor, signature & date Download Word Document In English. (Rs.5/-)

  • Master Services Agreement

    Master Services Agreement Download Word Document In English. (Rs.35/-) This Master Services Agreement, herein referred to as the “Agreement,” made and entered into as of the [NTH] of [MONTH], [YEAR], by and between: [COMPANY NAME], a company lawfully incorporated by and operating under the laws of [COUNTRY/STATE/PROVINCE/CITY] whose place of business is located at [CORPORATE ADDRESS], herein referred to as the “Client.” -AND- [COMPANY NAME], a company lawfully incorporated by and operating under the laws of [COUNTRY/STATE/PROVINCE/CITY] whose place of business is located at [CORPORATE ADDRESS], herein referred to as the “Vendor.” In this agreement, Client and Vendor will be jointly referred to as the “Parties.” WITNESSETH THAT: NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth in this Agreement, the Parties agree as follows: TERMS AND CONDITIONS 1. SCOPE OF WORK Vendor shall provide services, hereby referred to as the “Services,” as clearly set out and enumerated in schedules, which contain a Statement of Work, agreed upon and attached to this Agreement by both Parties, hereby collectively referred to as “Statement of Work.” The first Statement of Work has been added to this Agreement under the tile “Exhibit A.” In every accompanying agreement entered into or agreed upon by the Parties, so long as such agreement shall not be construed as Client’s duty to develop any extra or subsequent Statement of Works, a different Statement of Work shall be created and performed. Each supplementary Statement of Work shall use this Agreement as reference from time to time and incorporate or strictly follow the terms and conditions set forth herein. Moreover, each Statement of Work shall specifically provide descriptions for the services carried out or rendered by the Vendor and salient information, such as applicable fees, invoice, billing and other information necessary to successfully deliver the Services requested. A Statement of Work shall be treated as non-fee services in the event there are Services performed or rendered before the complete implementation of such Statement of Work. Provided terms are interpreted and duly applied in accordance with the terms and conditions of this Agreement, a specific Statement of Work may contain other terms in addition to those already expressed in the articles and clauses of this Agreement. Unless a particular provision of this Agreement is clearly, with prior consent and express approval, replaced in such Statement of Work, the terms and conditions set forth in this Agreement shall take precedence over provisions in any Statement of Work that have contradictory or conflicting meanings and definitions. 2. TERM Term refers to the duration this Agreement, which shall remain in full force and effect. This Agreement shall be considered effective, valid and binding on the date first written above and shall continue to be effective and enforceable until its early termination by either or both Parties or until its natural date of expiration. Failure to comply with stipulated terms and conditions by either Client or Vendor, or both, may be construed as a breach or violation of this Agreement. 3. COMPENSATION AND PAYMENT For complying with and designating the rights in any resulting artwork, creation, concept, copyright, drawing, design, invention, idea, patent, trademark, trade secrets or other proprietary rights, and for performing or rendering the Services in accordance with the provisions of the Statement of Work, Client shall remit their payment to the Vendor in the amounts requested in the applicable Statement of Work in accordance with the terms and conditions of this Agreement. Unless replaced or superseded by the applicable Statement or Work, any or all costs or fees incurred in performing or carrying out the provisions of this Agreement shall be solely paid based on the attached Standard Terms and Conditions. 4. ADDITIONAL CONDITIONS The Standard Terms and Conditions added to this Agreement has been labeled as Exhibit B. The details of Exhibit B shall hereby be used as reference for all Statements of Work and shall be incorporated into the Agreement from time to time. 5. SEVERABILITY Should one or more provisions of this Agreement be deemed invalid, unlawful or unenforceable, the remaining provisions shall not in any way be affected and shall continue to be valid, lawful and enforceable. 6. ENTIRE AGREEMENT This Agreement shall supersede all other prior agreements, covenants and promises, oral or written, regardless of form or format, made between Vendor and Client. Further, this Agreement shall be understood and interpreted as the entire agreement by and between the Parties herein. 7. NON CIRCUMVENTION Upon entering into and executing this Agreement and for a period of [NUMBER] years after this Agreement has naturally expired or following earlier termination, Vendor shall not take part in or transact any business activities that were previously offered or provided by Vendor to Client for the purpose of circumvention. In the event circumvention does occur, Client shall have the right to receive any and all compensation resulting from the business undertakings that have taken place. 8. NOTICE This Agreement, or a part thereof, shall not be modified, amended, revised or deleted without prior written consent from the other party. Unless both Parties have mutually consented, such modification, amendment, revision or rescindment will not be considered enforceable. 9. 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 expressly agreed to the terms and conditions of this Agreement by affixing their signatures below. Client and Vendor have duly enforced this Agreement as of the date first above written. SIGNED, SEALED and DELIVERED in the presence of: CLIENT Authorized Signature Name of Representative and Title or Position Name of Company VENDOR Authorized Signature Name of Representative and Title or Position Name of Company [Exhibit A] Statement of Work [Exhibit B] Standard Terms and Conditions

  • Letter of Appointment

    Letter of Appointment Download Word Document In English. (Rs.25/-) Date  Name  Address        Dear ..........................    Appointment as.................................    We refer to your recent interview for the above position and are pleased to advise that  we are offering you the position with our Company effective from ...................................... under the following terms and conditions:    1.     SALARY  Your salary will commence at $................... per month.    2.     PROBATIONARY PERIOD  Your appointment will be subject to a probationary period of 3 months. An official confirmation of your appointment will be notified to you in writing.    3.     WORKING HOURS  Your working hours will be as follows:   Mon - Fri        :  Lunch Break        :    At times, you may be required to work irregular hours, including Saturday and Sunday.  Appropriate time off will be considered for work performed outside normal operational hours.    4.     LEAVE OF ABSENCE  Leave of absence whether medical or annual will be given in accordance with the Company's Employee Handbook. Application on prescribed form for leave must be made one week in advance.    5.     PAID LEAVE  5.1   ANNUAL LEAVE  The annual leave will be as follows:-  a)     Employed for 1 – 3 years        :        days  b)     Employed for 4 – 5 years        :        days  c)     Employed for more than 5 years        :        days    The maximum leave will be fixed at .............. days. The leave will be taken at interval periods unless requested for special reasons such as an overseas trip.    No leave will be granted immediately before/after Public Holidays.    Employee may carry forward a maximum of … working days' unutilized leave to the following year and must be utilized by end of that year.    5.2   MARRIAGE LEAVE   Permanent employees are entitled to ….days’ Marriage Leave.     5.3   COMPASSIONATE LEAVE   Permanent employees are entitled to:-  a)    days - death of spouse, child or parent  b)     day - death of parent-in-law, brother, sister or grandparent    6.     BONUS  Bonus is dependent upon the Company's profitability and your performance. It is only payable at the end of one year’s service and will be paid before Chinese New Year.    7.     MPF  Deduction of employee’s contribution and employer’s share of contribution will be in accordance with the respective Ordinance currently enforced.    8.     PERIOD OF NOTICE FOR TERMINATION OF EMPLOYMENT  Period of notice for termination of employment or salary in lieu shall be as follows:-   a)     First month of probation — without notice   b)     Second month till probation end — 7 days   c)     After probation — 1 month  Leave cannot be utilized as resignation notice.    9.     FRINGE BENEFITS    Upon satisfactory completion of the probation period, you will become our permanent employee and are entitled to the fringe benefits specified in the Employee Handbook.    You are required to serve the Company with loyalty and honesty and strictly follow all instructions given to you by your supervisors in carrying out your duties.    You shall not take or engage in any other employment, trade, business, whatsoever outside the business of the Company during the period of your employment.    10.   CONFIDENTIALITY  You shall not at any time during or after your employment term with the Company reveal any of the affairs or secrets of the Company to any other person(s) nor use or attempt to use any information which you may acquire in the course of your employment in any manner which may injure or cause loss to the Company.    11.   RESIGNATION/TERMINATION  The Company shall be at liberty at any time by notice in writing summarily terminate the service of the employee if:-  a)     she/he is guilty of misconduct;  b)     she/he is negligent in the discharge of her/his duties; or   c)     being absent or being unable to perform her/his duties and alleging ill-health as the cause thereof, she/he shall refuse to practitioner nominated by the company to examine her/him or shall fail to give to such medical practitioner the information necessary to report upon her/his state of health.     Upon resignation or termination of service, you shall deliver to the person in charge all documents in your possession which belong to the company.    To avoid any doubt, it is hereby declared that the property and all such documents used in the course of your work belong to the company.    If you are agreeable to the above terms and conditions of the appointment, kindly confirm your acceptance by signing and returning the duplicate copy of this letter for our file and records.      Yours sincerely,   Human Resource Manager       I agree to the appointment and accept the above terms and conditions of service.    Signature: ....................................  Name:...........................................  Employee no. : ......................................  Date: ...........................................

  • IT DEVELOPMENT AGREEMENT

    Download Word Document In English. (Rs.50/-) IT DEVELOPMENT AGREEMENT This IT Development Agreement is entered into on [INSERT THE DATE OF AGREEMENT], at [SPECIFY THE PLACE OF PERFECTION OF THE CONTRACT] by and between [SPECIFY THE NAME OF THE DEVELOPER] with its principal office located at [INSERT THE PRINCIPAL BUSINESS ADDRESS] and [SPECIFY THE NAME OF THE CUSTOMER] with his/her principal residence or office at [INSERT THE PLACE OF RESIDENCE OR BUSINESS ADDRESS OF THE CUSTOMER]. WITNESSETH WHEREAS, [SPECIFY THE NAME OF THE DEVELOPER] located at [SPECIFY THE BUSINESS ADDRESS] is engaged in the [STATE THE NATURE OF THE BUSINESS INCLUDING THE TARGET MARKET]. WHEREAS, [SPECIFY THE NAME OF THE CUSTOMER] with his/ her residence or business located at [INSERT THE ADDRESS THE CUSTOMER] is into the business of [INSERT THE NATURE OF BUSINESS]. WHEREAS, [SPECIFY THE NAME OF THE CUSTOMER] expressly intends to secure the products, software and services of [SPECIFY THE NAME OF THE DEVELOPER] to [SPECIFY THE INTENDED PRODUCTS, SOFTWARE AND SERVICES TO BE AVAILED OF]. WHEREAS, [SPECIFY THE NAME OF THE DEVELOPER] accepts and promises to develop [SPECIFY THE PROGRAM OR SERVICES OFFERED AS WELL AS SERVICES] and offer the same to [SPECIFY THE NAME OF THE CUSTOMER]. THEREFORE, [SPECIFY THE NAME OF THE DEVELOPER] and [SPECIFY THE NAME OF THE CUSTOMER] agree and bind to abide by this agreement that: 1. DEFINITIONS The terms and expressions used in this agreement shall be understood in the following manner: 1.a. [INSERT TERM 1] - [DEFINE THE WORD ACCORDING TO HOW IT IS UTILIZED IN THE AGREEMENT AND HOW PARTIES CONSTRUE IT CONSIDERING THE DETAILS AS WELL AS MANNER IT IS ARTICULATED. PROVIDE SOME EXAMPLES TO MAKE IT CLEARER.]  1.b. [INSERT TERM 2] - [DEFINE THE WORD ACCORDING TO HOW IT IS UTILIZED IN THE AGREEMENT AND HOW PARTIES CONSTRUE IT CONSIDERING THE DETAILS AS WELL AS MANNER IT IS ARTICULATED. PROVIDE SOME EXAMPLES TO MAKE IT CLEARER.]  1.c. [INSERT TERM 3] - [DEFINE THE WORD ACCORDING TO HOW IT IS UTILIZED IN THE AGREEMENT AND HOW PARTIES CONSTRUE IT CONSIDERING THE DETAILS AS WELL AS MANNER IT IS ARTICULATED. PROVIDE SOME EXAMPLES TO MAKE IT CLEARER.]  1.d. [INSERT TERM 4] - [DEFINE THE WORD ACCORDING TO HOW IT IS UTILIZED IN THE AGREEMENT AND HOW PARTIES CONSTRUE IT CONSIDERING THE DETAILS AS WELL AS MANNER IT IS ARTICULATED. PROVIDE SOME EXAMPLES TO MAKE IT CLEARER.]  2. TERM OF AGREEMENT This IT Development Agreement shall be for a period of [INSERT DESIRED NUMBER OF MONTHS OR YEARS]. The term shall commence on [INSERT DATE OF COMMENCEMENT OF AGREEMENT] and shall be terminated on [INSERT LAST DATE OF AGREEMENT]. The term of the agreement shall also be subject to the following condition: 2.a. [SPECIFY CONDITIONS THAT WOULD GRANT EXTENSION TO THE AGREEMENT INCLUDING THEREIN THE REQUISITES FOR THE SAID EXTENSION]. 2.b. [SPECIFY CONDITIONS THAT WOULD GRANT EXTENSION TO THE AGREEMENT INCLUDING THEREIN THE REQUISITES FOR THE SAID EXTENSION]. 2.c. [SPECIFY CONDITIONS THAT WOULD CAUSE THE TERMINATION OF THE AGREEMENT]. 2.d. [SPECIFY CONDITIONS THAT WOULD CAUSE THE TERMINATION OF THE AGREEMENT]. 3. RESPONSIBILITIES OF THE PARTIES [SPECIFY THE NAME OF THE DEVELOPER] and [SPECIFY THE NAME OF THE CUSTOMER], as the principal parties to this agreement undertake to perform acts necessary to the fulfillment of the objectives of this agreement. To specify: 3.a. DUTIES AND RESPONSIBILITIES OF THE DEVELOPER [SPECIFY THE NAME OF THE DEVELOPER], with its utmost diligence, commits to do the following: 3.a.1. [STATE THE DUTIES AND RESPONSIBILITIES OF THE DEVELOPER STATING THEREIN ITS SPECIFIC ROLE IN GUARANTEEING THE ATTAINMENT OF THE AGREEMENT’S ENDS].  3.a.2. [STATE THE DUTIES AND RESPONSIBILITIES OF THE DEVELOPER STATING THEREIN ITS SPECIFIC ROLE IN GUARANTEEING THE ATTAINMENT OF THE AGREEMENT’S ENDS].  3.a.3. [STATE THE DUTIES AND RESPONSIBILITIES OF THE DEVELOPER STATING THEREIN ITS SPECIFIC ROLE IN GUARANTEEING THE ATTAINMENT OF THE AGREEMENT’S ENDS].  3.a.4. [STATE THE DUTIES AND RESPONSIBILITIES OF THE DEVELOPER STATING THEREIN ITS SPECIFIC ROLE IN GUARANTEEING THE ATTAINMENT OF THE AGREEMENT’S ENDS].  3.b. DUTIES AND RESPONSIBILITIES OF THE CUSTOMER [SPECIFY THE NAME OF THE CUSTOMER], duly promises to execute the following: 3.b.1. [STATE THE DUTIES AND RESPONSIBILITIES OF THE CUSTOMER STATING THEREIN ITS SPECIFIC ROLE IN GUARANTEEING THE ATTAINMENT OF THE AGREEMENT’S ENDS].  3.b.2. [STATE THE DUTIES AND RESPONSIBILITIES OF THE CUSTOMER STATING THEREIN ITS SPECIFIC ROLE IN GUARANTEEING THE ATTAINMENT OF THE AGREEMENT’S ENDS].  3.b.3. [STATE THE DUTIES AND RESPONSIBILITIES OF THE CUSTOMER STATING THEREIN ITS SPECIFIC ROLE IN GUARANTEEING THE ATTAINMENT OF THE AGREEMENT’S ENDS].  3.b.4. [STATE THE DUTIES AND RESPONSIBILITIES OF THE CUSTOMER STATING THEREIN ITS SPECIFIC ROLE IN GUARANTEEING THE ATTAINMENT OF THE AGREEMENT’S ENDS].  4. PRODUCTS AND SERVICES OFFERED 4.a. Products/Software [SPECIFY THE NAME OF THE DEVELOPER] offers its products or software to [SPECIFY THE NAME OF THE CUSTOMER] according to the specifications required by the latter. These products include: 4.a.1. [INSERT NAME OF PRODUCT/SOFTWARE PROVIDING THEREIN SPECIFICATIONS SUCH AS THE DESIGN AND DEVELOPMENT PROCESS ACCORDING TO THE DEMANDS OF THE CUSTOMER]. 4.a.2.[INSERT NAME OF PRODUCT/SOFTWARE PROVIDING THEREIN SPECIFICATIONS SUCH AS THE DESIGN AND DEVELOPMENT PROCESS ACCORDING TO THE DEMANDS OF THE CUSTOMER]. 4.a.3.[INSERT NAME OF PRODUCT/SOFTWARE PROVIDING THEREIN SPECIFICATIONS SUCH AS THE DESIGN AND DEVELOPMENT PROCESS ACCORDING TO THE DEMANDS OF THE CUSTOMER].  4.a.4.[INSERT NAME OF PRODUCT/SOFTWARE PROVIDING THEREIN SPECIFICATIONS SUCH AS THE DESIGN AND DEVELOPMENT PROCESS ACCORDING TO THE DEMANDS OF THE CUSTOMER].     4.b. Services Offered [SPECIFY THE DEVELOPER] shall likewise provide not only the product or software but as well as the services needed for the said products or software to efficiently work. The services cover: 4.b.1. [SPECIFY THE SERVICES OFFERED WHICH ARE NECESSARY FOR RUNNING THE PROGRAM AS WELL AS MAINTENANCE OF THE SOFTWARE]. 4.b.2. [SPECIFY THE SERVICES OFFERED WHICH ARE NECESSARY FOR RUNNING THE PROGRAM AS WELL AS MAINTENANCE OF THE SOFTWARE]. 4.b.3. [SPECIFY THE SERVICES OFFERED WHICH ARE NECESSARY FOR RUNNING THE PROGRAM AS WELL AS MAINTENANCE OF THE SOFTWARE]. 4.b.4. [SPECIFY THE SERVICES OFFERED WHICH ARE NECESSARY FOR RUNNING THE PROGRAM AS WELL AS MAINTENANCE OF THE SOFTWARE]. 5. SPECIFICATIONS [SPECIFY THE NAME OF THE CUSTOMER] shall detail the specifications needed for the product or software as well as the services required in order for [SPECIFY THE NAME OF THE DEVELOPER] to be guided and accurately meet the demands of the customer.  The said specifications shall be delivered to [SPECIFY THE NAME OF THE DEVELOPER] within [INSERT SUFFICIENT PERIOD OF TIME FOR THE DEVELOPER TO PRODUCE THE DESIRED PRODUCT OR SOFTWARE] as such will be the basis for the development of the software.  6. ACCEPTANCE AND REJECTION The product or software provided by [SPECIFY THE NAME OF THE DEVELOPER] shall be subjected to [STATE THE QUALITY INSPECTION TEAM OF THE CUSTOMER] before it is accepted to ensure that the said product or software has met the specifications set forth by [SPECIFY THE NAME OF THE CUSTOMER]. 6.a. Acceptance of Products/Software The products and software are accepted or deemed accepted in the following circumstances: 6.a.1. [SPECIFY THE CONDITION OF THE PRODUCT OR SOFTWARE AND ITS ADHERENCE TO THE SPECIFICATIONS REQUIRED BY THE CUSTOMER]. 6.a.2. [SPECIFY THE CONDITION OF THE PRODUCT OR SOFTWARE AND ITS ADHERENCE TO THE SPECIFICATIONS REQUIRED BY THE CUSTOMER]. 6.a.3. [SPECIFY THE CONDITION OF THE PRODUCT OR SOFTWARE AND ITS ADHERENCE TO THE SPECIFICATIONS REQUIRED BY THE CUSTOMER]. 6.a.4. [SPECIFY THE CONDITION OF THE PRODUCT OR SOFTWARE AND ITS ADHERENCE TO THE SPECIFICATIONS REQUIRED BY THE CUSTOMER]. 6.b. Rejection of Products/Software However, the said products and services may be rejected when the following instances are present: 6.b.1. [SPECIFY THE CONDITION OF THE PRODUCT OR SOFTWARE THAT DISQUALIFIES IT AND PROVIDE WHAT NEEDS TO BE DONE]. 6.b.2. [SPECIFY THE CONDITION OF THE PRODUCT OR SOFTWARE THAT DISQUALIFIES IT AND PROVIDE WHAT NEEDS TO BE DONE]. 6.b.3. [SPECIFY THE CONDITION OF THE PRODUCT OR SOFTWARE THAT DISQUALIFIES IT AND PROVIDE WHAT NEEDS TO BE DONE]. 6.b.4. [SPECIFY THE CONDITION OF THE PRODUCT OR SOFTWARE THAT DISQUALIFIES IT AND PROVIDE WHAT NEEDS TO BE DONE]. 6.c.Return of Products/Software In instances when products or software are rejected and returned to [SPECIFY THE NAME OF THE DEVELOPER], the following manner shall be observed: 6.c.1. [INSERT THE DESIRED STEPS TO BE FOLLOWED BOTH BY THE DEVELOPER AND THE CUSTOMER IN CASE OF REJECTION AND RETURN OF PRODUCTS AND SOFTWARE]. 6.c.2. [INSERT THE DESIRED STEPS TO BE FOLLOWED BOTH BY THE DEVELOPER AND THE CUSTOMER IN CASE OF REJECTION AND RETURN OF PRODUCTS AND SOFTWARE]. 6.c.3. [INSERT THE DESIRED STEPS TO BE FOLLOWED BOTH BY THE DEVELOPER AND THE CUSTOMER IN CASE OF REJECTION AND RETURN OF PRODUCTS AND SOFTWARE]. 6.c.4. [INSERT THE DESIRED STEPS TO BE FOLLOWED BOTH BY THE DEVELOPER AND THE CUSTOMER IN CASE OF REJECTION AND RETURN OF PRODUCTS AND SOFTWARE].  7. PRICE The parties, [SPECIFY THE NAME OF THE DEVELOPER] and [SPECIFY THE NAME OF THE CUSTOMER] shall agree on the purchase price of the product, software and services based on the following factors: 7.a. [INSERT FACTOR THAT COULD INFLUENCE THE PRICE OF THE PRODUCT, SOFTWARE AND SERVICES]. 7.b. [INSERT FACTOR THAT COULD INFLUENCE THE PRICE OF THE PRODUCT, SOFTWARE AND SERVICES].  7.c. [INSERT FACTOR THAT COULD INFLUENCE THE PRICE OF THE PRODUCT, SOFTWARE AND SERVICES]. In case of disagreement as to the purchase price despite the factors set forth, [STATE THE CURRENT MARKET VALUE OF THE PRODUCT, SOFTWARE OR SERVICES].  8. TERMS OF PAYMENT [SPECIFY THE NAME OF THE CUSTOMER] shall pay [SPECIFY THE NAME OF THE DEVELOPER] in [STATE WHETHER IT IS LUMP SUM PAYMENT OR INSTALLMENT]. If payment is made in lump sum, [SPECIFY THE NAME OF THE NAME OF THE CUSTOMER] shall make the payment on [SPECIFY THE DATE OF PAYMENT]. If, on the other hand, payment is to be made in installment basis, [STATE THE NUMBER OF INSTALLMENTS INCLUDING THE INTEREST AND THE DATE OF PAYMENT]. 8.a. [INSERT DATE OF 1ST INSTALLMENT, INTEREST AND TOTAL AMOUNT PAID]. 8.b. [INSERT DATE OF 2ND INSTALLMENT, INTEREST AND TOTAL AMOUNT PAID]. 8.c. [INSERT DATE OF 3RD INSTALLMENT, INTEREST AND TOTAL AMOUNT PAID]. 9. FEES, TAXES AND OTHER EXPENSES [SPECIFY THE NAME OF THE DEVELOPER] and [SPECIFY THE NAME OF THE CUSTOMER] have come to terms that [SPECIFY FEES, TAXES, AND OTHER EXPENSES WHICH ARE NOT COVERED BY THE PURCHASE PRICE] shall be apportioned in the following manner: 9.a. [STATE THE AGREED TERMS OF PAYMENT OF THE SAID FEES, TAXES, AND EXPENSES AS WELL AS THE SHARE OF EACH PARTY INCLUDING THE INTERESTS THEREIN, IF ANY]. 9.b. [STATE THE AGREED TERMS OF PAYMENT OF THE SAID FEES, TAXES, AND EXPENSES AS WELL AS THE SHARE OF EACH PARTY INCLUDING THE INTERESTS THEREIN, IF ANY]. 9.c. [STATE THE AGREED TERMS OF PAYMENT OF THE SAID FEES, TAXES, AND EXPENSES AS WELL AS THE SHARE OF EACH PARTY INCLUDING THE INTERESTS THEREIN, IF ANY]. 9.d. [STATE THE AGREED TERMS OF PAYMENT OF THE SAID FEES, TAXES, AND EXPENSES AS WELL AS THE SHARE OF EACH PARTY INCLUDING THE INTERESTS THEREIN, IF ANY].  10. INTELLECTUAL PROPERTY RIGHTS AND LICENSING [SPECIFY THE NAME OF THE DEVELOPER] and[SPECIFY THE NAME OF THE CUSTOMER] shall observe the laws on [SPECIFY THE LAWS ON INTELLECTUAL PROPERTY RIGHTS AND INCLUDE THE INTERNATIONAL TREATIES AND CONVENTIONS ON INTELLECTUAL PROPERTY]. The said laws shall govern the ownership as well as the intellectual rights of the products and software provided by [SPECIFY THE NAME OF THE DEVELOPER]. Any violation of the provisions of the above mentioned laws shall subject the offender to the following: 10.a. [STATE THE CONSEQUENCES OF SUCH VIOLATION TO THIS AGREEMENT INCLUDING THEREIN THE PENAL SANCTIONS AS WELL AS THE CIVIL LIABILITIES OF THE OFFENDER ]. 10.b. [STATE THE CONSEQUENCES OF SUCH VIOLATION TO THIS AGREEMENT INCLUDING THEREIN THE PENAL SANCTIONS AS WELL AS THE CIVIL LIABILITIES OF THE OFFENDER ]. 10.c. [STATE THE CONSEQUENCES OF SUCH VIOLATION TO THIS AGREEMENT INCLUDING THEREIN THE PENAL SANCTIONS AS WELL AS THE CIVIL LIABILITIES OF THE OFFENDER ]. 10.d. [STATE THE CONSEQUENCES OF SUCH VIOLATION TO THIS AGREEMENT INCLUDING THEREIN THE PENAL SANCTIONS AS WELL AS THE CIVIL LIABILITIES OF THE OFFENDER ]. 11. WARRANTIES [SPECIFY THE NAME OF THE DEVELOPER] guarantees that the products, software and service provided to [SPECIFY THE NAME OF THE CUSTOMER] are: 11.a.[STATE THE COVERED WARRANTIES INCLUDING THE LIMITED WARRANTY LIABILITY, THE CONDITIONS THEREOF, THE REFUSAL FOR ACCEPTANCE OF THE PRODUCT, SOFTWARE AND SERVICES AS WELL AS THE PROCEDURE FOR OBTAINING WARRANTY SERVICES]. 11.b.[STATE THE COVERED WARRANTIES INCLUDING THE LIMITED WARRANTY LIABILITY, THE CONDITIONS THEREOF, THE REFUSAL FOR ACCEPTANCE OF THE PRODUCT, SOFTWARE AND SERVICES AS WELL AS THE PROCEDURE FOR OBTAINING WARRANTY SERVICES]. 11.c.[STATE THE COVERED WARRANTIES INCLUDING THE LIMITED WARRANTY LIABILITY, THE CONDITIONS THEREOF, THE REFUSAL FOR ACCEPTANCE OF THE PRODUCT, SOFTWARE AND SERVICES AS WELL AS THE PROCEDURE FOR OBTAINING WARRANTY SERVICES]. 11.d.[STATE THE COVERED WARRANTIES INCLUDING THE LIMITED WARRANTY LIABILITY, THE CONDITIONS THEREOF, THE REFUSAL FOR ACCEPTANCE OF THE PRODUCT, SOFTWARE AND SERVICES AS WELL AS THE PROCEDURE FOR OBTAINING WARRANTY SERVICES].   12. INSURANCE The parties shall secure the services of [INSERT NAME OF INSURANCE COMPANY] with [INSERT THE NAME OF DEVELOPER/CUSTOMER AS PREFERRED INSURED] and [INSERT THE NAME OF THE DEVELOPER/CUSTOMER AS PREFERRED BENEFICIARY] for the products, software and services on the happening of the contingency enumerated: 12.a.1. [SPECIFY THE CONTINGENCY/EVENT INSURED AGAINST]. 12.a.2. [SPECIFY THE CONTINGENCY/EVENT INSURED AGAINST]. 12.a.3. [SPECIFY THE CONTINGENCY/EVENT INSURED AGAINST]. This insurance contract shall have the following terms: 12.b.1. [STATE THE TERMS AND CONDITIONS OF THE CONTRACT OF INSURANCE AND ITS RELEVANCE TO THE PARTIES IN THIS PRINCIPAL AGREEMENT]. 12.b.2. [STATE THE TERMS AND CONDITIONS OF THE CONTRACT OF INSURANCE AND ITS RELEVANCE TO THE PARTIES IN THIS PRINCIPAL AGREEMENT]. 12.b.3. [STATE THE TERMS AND CONDITIONS OF THE CONTRACT OF INSURANCE AND ITS RELEVANCE TO THE PARTIES IN THIS PRINCIPAL AGREEMENT]. 12.b.4. [STATE THE TERMS AND CONDITIONS OF THE CONTRACT OF INSURANCE AND ITS RELEVANCE TO THE PARTIES IN THIS PRINCIPAL AGREEMENT]. 13. NOVATION Alterations in this IT Development Agreement shall not be entertained unless both parties - [SPECIFY THE NAME OF THE DEVELOPER] and [SPECIFY THE NAME OF THE CUSTOMER] expressly consent in writing. It shall state: 13.a. [STATE THE PROVISION OF THIS AGREEMENT THAT NEEDS TO BE MODIFIED AND INCLUDE THEREAFTER THE NEW PROVISIONS OR REVISIONS TO BE MADE]. 13.b. [STATE THE PROVISION OF THIS AGREEMENT THAT NEEDS TO BE MODIFIED AND INCLUDE THEREAFTER THE NEW PROVISIONS OR REVISIONS TO BE MADE]. 13.c. [STATE THE PROVISION OF THIS AGREEMENT THAT NEEDS TO BE MODIFIED AND INCLUDE THEREAFTER THE NEW PROVISIONS OR REVISIONS TO BE MADE]. 13.d. [STATE THE PROVISION OF THIS AGREEMENT THAT NEEDS TO BE MODIFIED AND INCLUDE THEREAFTER THE NEW PROVISIONS OR REVISIONS TO BE MADE]. Material alterations, however, shall not be allowed if it significantly alters or makes this agreement null and void. 14. TERMINATION OF AGREEMENT This IT Development Agreement shall be terminated on the grounds enumerated: 14.a. [STATE THE GROUND THAT COULD SERVE AS A VALID BASIS FOR THE TERMINATION OF THE AGREEMENT WHICH COULD PREJUDICE THE RIGHT OF A PARTY OR ANY VIOLATION OF THE PROVISIONS HEREIN PROVIDED]. 14.b. [STATE THE GROUND THAT COULD SERVE AS A VALID BASIS FOR THE TERMINATION OF THE AGREEMENT WHICH COULD PREJUDICE THE RIGHT OF A PARTY OR ANY VIOLATION OF THE PROVISIONS HEREIN PROVIDED]. 14.c. [STATE THE GROUND THAT COULD SERVE AS A VALID BASIS FOR THE TERMINATION OF THE AGREEMENT WHICH COULD PREJUDICE THE RIGHT OF A PARTY OR ANY VIOLATION OF THE PROVISIONS HEREIN PROVIDED]. 14.d. [STATE THE GROUND THAT COULD SERVE AS A VALID BASIS FOR THE TERMINATION OF THE AGREEMENT WHICH COULD PREJUDICE THE RIGHT OF A PARTY OR ANY VIOLATION OF THE PROVISIONS HEREIN PROVIDED].  15. BREACH OF CONTRACT The commission of the acts specified below shall be considered as breach of the provisions of this agreement: 15.a. [SPECIFY THE ACT THAT VIOLATES ANY PROVISION OF THE AGREEMENT AND INCLUDE THE APPROPRIATE REMEDY FOR SUCH BREACH]. 15.b. [SPECIFY THE ACT THAT VIOLATES ANY PROVISION OF THE AGREEMENT AND INCLUDE THE APPROPRIATE REMEDY FOR SUCH BREACH]. 15.c. [SPECIFY THE ACT THAT VIOLATES ANY PROVISION OF THE AGREEMENT AND INCLUDE THE APPROPRIATE REMEDY FOR SUCH BREACH]. 15.d. [SPECIFY THE ACT THAT VIOLATES ANY PROVISION OF THE AGREEMENT AND INCLUDE THE APPROPRIATE REMEDY FOR SUCH BREACH]. 16. CONFLICT OF INTEREST [SPECIFY THE NAME OF THE DEVELOPER] and [SPECIFY THE NAME OF THE CUSTOMER] shall not in any way engage in the same or similar contract with another party or third parties. Both parties are precluded from doing such act that would prejudice the rights of the other party. Any violation of this provision shall entitle the other party to [SPECIFY THE DESIRED INDEMNITY AND AMOUNT OF DAMAGES FOR THE COMMISSION OF THE SAID ACT]. 17. 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. 18. NON-DISCLOSURE AND CONFIDENTIALITY CLAUSE During the existence of this agreement, the parties - [SPECIFY THE NAME OF THE DEVELOPER] and [SPECIFY THE NAME OF THE CUSTOMER] are expected to share information on: 18.a.1. [STATE THE SPECIFIC INFORMATION THAT IS EXPECTED TO BE DISCLOSE TO THE OTHER PARTY FOR THE FURTHERANCE OF THE OBJECTIVES OF THIS IT DEVELOPMENT AGREEMENT]. 18.a.2. [STATE THE SPECIFIC INFORMATION THAT IS EXPECTED TO BE DISCLOSE TO THE OTHER PARTY FOR THE FURTHERANCE OF THE OBJECTIVES OF THIS IT DEVELOPMENT AGREEMENT]. 18.a.3. [STATE THE SPECIFIC INFORMATION THAT IS EXPECTED TO BE DISCLOSE TO THE OTHER PARTY FOR THE FURTHERANCE OF THE OBJECTIVES OF THIS IT DEVELOPMENT AGREEMENT]. 18.a.4. [STATE THE SPECIFIC INFORMATION THAT IS EXPECTED TO BE DISCLOSE TO THE OTHER PARTY FOR THE FURTHERANCE OF THE OBJECTIVES OF THIS IT DEVELOPMENT AGREEMENT]. Albeit sharing of information, [SPECIFY THE NAME OF THE DEVELOPER] and [SPECIFY THE NAME OF THE CUSTOMER] shall not in any way use for oneself nor divulge to others or third person any information on the following matters: 18.b.1.[STATE THE SPECIFIC INFORMATION THAT SHOULD BE KEPT CONFIDENTIAL DURING THE VALIDITY OF THE AGREEMENT AND THEREAFTER]. 18.b.2.[STATE THE SPECIFIC INFORMATION THAT SHOULD BE KEPT CONFIDENTIAL DURING THE VALIDITY OF THE AGREEMENT AND THEREAFTER]. 18.b.3.[STATE THE SPECIFIC INFORMATION THAT SHOULD BE KEPT CONFIDENTIAL DURING THE VALIDITY OF THE AGREEMENT AND THEREAFTER]. 18.b.4.[STATE THE SPECIFIC INFORMATION THAT SHOULD BE KEPT CONFIDENTIAL DURING THE VALIDITY OF THE AGREEMENT AND THEREAFTER]. Failure to observe this non-disclosure and confidentiality agreement shall make the offender liable for: 18.c.1. [STATE THE PENALTY FOR VIOLATING THIS PROVISION. INCLUDE ANY PENAL AND CIVIL SANCTIONS]. 18.c.2. [STATE THE PENALTY FOR VIOLATING THIS PROVISION. INCLUDE ANY PENAL AND CIVIL SANCTIONS]. 18.c.3. [STATE THE PENALTY FOR VIOLATING THIS PROVISION. INCLUDE ANY PENAL AND CIVIL SANCTIONS]. 18.c.4. [STATE THE PENALTY FOR VIOLATING THIS PROVISION. INCLUDE ANY PENAL AND CIVIL SANCTIONS].  19. SEVERABILITY CLAUSE When it is found that a provision of this agreement or some parts herein are invalid and unenforceable, the said provision shall not affect the validity of the entire agreement. The agreement shall remain valid and enforceable. 20. SCOPE OF THE AGREEMENT [SPECIFY THE NAME OF THE DEVELOPER] and [SPECIFY THE NAME OF THE CUSTOMER] uphold to have read and fully understood the provisions of this agreement. The parties recognize its existence and submit to its validity. Any repudiation of the herein provisions shall be construed against the said party. IN WITNESS WHEREOF, [SPECIFY THE NAME OF THE DEVELOPER] and [SPECIFY THE NAME OF THE CUSTOMER], through their authorized representatives put on hand this [INSERT DATE OF SIGNATURE] at [INSERT PLACE OF CONTRACT]. [INSERT NAME OF REPRESENTATIVE OF THE DEVELOPER] [SPECIFY THE NAME OF THE DEVELOPER] [INSERT DATE SIGNED] [INSERT NAME OF REPRESENTATIVE OF THE CUSTOMER] [SPECIFY THE NAME OF THE CUSTOMER] [INSERT DATE SIGNED]

  • Investment Agreement

    Investment Agreement Download Word Document In English. (Rs.50/-) This Investment Agreement (specified as the “Agreement‘) is executed and made effective on this [INSERT NUMBER] day of [INSERT MONTH], [INSERT YEAR] (specified as the “Effective Date”). BY AND BETWEEN: [INSERT NAME OF CORPORATION](specified as the “Corporation”), a corporation duly established and existent pursuant to the laws of [INSERT NAME OF COUNTY/PROVINCE] of the State of [INSERT NAME OF STATE] with its principal office addressed at [INSERT COMPLETE CORPORATION ADDRESS] AND     [INSERT NAME OF INVESTOR](specified as the “Investing Entity”), an entity duly established and existent pursuant to the laws of [INSERT NAME OF COUNTY/PROVINCE] of the State of [INSERT NAME OF STATE] with its principal office addressed at [INSERT COMPLETE INVESTOR ADDRESS] Whereas, Corporation has posted an invitation to various prospective investors to make an Investment in Corporation (specified as the “Investment”) from such invitation Investing Entity showed its interest in making such investment desired by Corporation following the terms and conditions of this Agreement. Now, therefore, with consideration to the preceding mutual covenants and promises, Corporation and Investing Entity hereby agree to these terms and conditions as follows: Interpretation and Definition 1. Definitions In this Agreement, unless otherwise stipulated, the following words and expressions shall bear the following definitions:  1.1 “Articles” shall be referred to as the new articles of association of Corporation adopted on the date of Completion of Investment, in the agreed form, and as amended from time to time; 1.2 “Accounts” shall be referred to as the periodic accounts, reports, and/or statements of Corporation for the period ended [INSERT MONTH DAY YEAR] which include the notes to such accounts and the associated reports; 1.3 “Act” shall be referred to as [INSERT NAME/YEAR OF ACT] (as amended); 1.4 “Board” shall be referred to as the board of directors of Corporation and where the stipulations of this Agreement allows, including any duly appointed committee from time to time; 1.5 “Board Minutes” shall be referred to as the minutes of a meeting of the board of directors of Corporation set forth in Schedule [INSERT NUMBER/LETTER] attached hereto; 1.6 “Business Plan” shall be referred to as the business plan procured by Corporation which involve information on operations, financials, capital expenditures, and other relative targets; 1.7 “Business Day” shall be referred to as any day within a week excluding Saturdays, Sundays, and statutory holidays with which most business offices are generally open in [INSERT COUNTY/STATE NAME] for normal business transactions; 1.8 “Completion” shall be referred to as fulfillment of both Corporation and Investing Entity in their obligations stated in Section [INSERT NUMBER/LETTER] of this Agreement; 1.9 “Completion Date” shall be referred to as the date at which Completion is made; 1.10 “Confidential Information” shall be referred to as all information disclosed by Corporation to Investing Entity and any other involved third parties which is designated by Corporation as strictly confidential in nature relating to the business, customers, or financial and/or other affairs of Corporation; 1.11 “Encumbrance” shall be referred to as any encumbrance which includes but is not limited to any claim, deed of trust, right of others, security interest, legal burden, lease, covenant, debenture, mortgage, pledge, charge, lien, deposit by way of security, bill of sale, option interest, proxy, beneficial ownership, public right, common right, any provisional and/or executional attachment and any other interest held by a third party entity or any agreement, arrangement, or obligation to create any of the preceding statements; 1.12 “Group” shall be referred to as collective reference in this Agreement to Corporation and its subsidiaries as of the execution of this Agreement;  1.13 “Intellectual Property” shall be referred to as all patents, trademarks, copyrights, logos, get-up, trade names, internet domain names, design and moral rights, rights in database, semi-conductor topography rights, utility models, rights in know-how and other intellectual property rights, in each case, whether registered or unregistered, including applications for registration and all rights or forms of protecting with equal and/or similar effect anywhere in the world which are held and/or beneficially owned by Corporation; 1.14 “Investor Consent” shall be referred to as the prior written consent of Investing Entity; 1.15 “Investor Director” shall be referred to as the person who shall be appointed as a director of Corporation as specified in Section [INSERT NUMBER/LETTER] of this Agreement; 1.16 “Parties” shall be referred to as collective reference to both Corporation and Investing Entity (individually as “Party”); 1.17 “Shares” shall be referred to as the ordinary shares of [INSERT PRICE] each in the capital of Corporation; 1.18 “Warranties” shall be referred to as the representations and warranties of Corporation and Investing Entity indicated in Section [INSERT NUMBER/LETTER] of this Agreement; 1.19 “Written Resolution” shall be referred to as the resolutions written in the form laid out in Schedule [INSERT NUMBER/LETTER] attached hereto; 2. Interpretation In this Agreement, unless otherwise stipulated, the following interpretation shall apply:  2.1 All the headings and titles provided herein are for the purposes of convenience in reference only and shall not, in any way, affect, modify, or change any of the construction and/or interpretation of this Agreement; 2.2 Any reference to a gender in this Agreement shall constitute all genders; 2.3 Any word/s presented in singular form shall also include the plural counterpart and vice versa; 2.4 Any reference to a “person” shall comprise of any individual, firm, company, or other body corporate, corporation, government, state or agency of state, trust or foundation, or any association, partnership, or unincorporated body or two or more of the foregoing; 2.5 Any reference to a clause, a recital, a schedule or a part thereof shall constitute such a reference to a clause, recital, schedule, or part respectively; 2.6 An “agreed from” is to a document in a form agreed between Corporation and Investing Entity and initialed for the purpose of identification by or on behalf of each of the aforementioned Parties; 2.7 There is no such provision in this Agreement that shall be construed in favor of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting of this Agreement or by reason of the extent to which any such provision/s is not consistent with any prior draft hereof. Nature of Investment 1. Pursuant to the terms and conditions in this Agreement, Corporation shall issue and allot to Investing Entity, whereby, on the First Completion Date, agreeing to subscribe to,  [INSERT NUMBER] Shares at a subscription price of [INSERT SHARE PRICE] per Share, the payment of such shall be subject to the terms and conditions set in Section [INSERT NUMBER/LETTER] of this Agreement; 2. Completion of Investment shall occur on the Completion Date specified and consented by both Corporation and Investing Entity; 3. Upon Completion Date, following the issue and/or the allotment of the Shares to Investing Entity, the Shares shall represent [INSERT PERCENTAGE] of the total issued share capital of Corporation on a [INSERT DETAILS] basis in accordance with the terms and conditions of this Agreement; 4. Investing Entity shall be granted with all the rights stipulated in this Agreement upon its subscription of the Shares done in good faith and the receipt of the amount of Investment and other valuable consideration contained therein by the Corporation and relevant entities; 5. The Shares allotted to Investing Entity shall, at all times, on an equal footing with the existing Shares of Corporation in relation to all rights, which include but without limitation to, voting rights, right to dividends, and rights issuance. Completion of Investment 1. Completion of Investment by Investing Entity shall take place at [INSERT COMPLETE ADDRESS] on the Completion Date with which the terms and conditions set forth in Section [INSERT NUMBER/LETTER] of this Agreement shall occur in such order as Investing Entity may be required to; 2. On Completion Date, Investing Entity shall pay Corporation of the subscription price due, with respect to the Shares subscribed stipulated in Section [INSERT NUMBER/LETTER] of this Agreement, through [INSERT PAYMENT METHOD DETAILS]. The payment made pursuant to this condition shall establish a good discharge for the obligations of Investing Entity under this Agreement; 3. Corporation shall convene a meeting of its Board, with which the following shall be resolved in Agreed Form: 3.1 Transfer of Shares subscribed to Investing Entity shall be approved; 3.2 Investing Entity shall be issued with the Shares subscribed; 3.3 Issuance of share certificates representing the Shares subscribed by Investing Entity shall be consented; 3.4 Name of Investing Entity shall be recorded in the Register of Members updated and maintained by Corporation and Board Committees pursuant to Section [INSERT NUMBER/LETTER] of this Agreement; 4. Upon amount of Investment is paid by Investing Entity on Completion Date, Corporation shall also duly issue and allot the Shares subscribed to Investing Entity through the delivery of share certificates bearing the name and the number of Shares subscribed; 5. Corporation shall be accountable for the payment of any taxes related to the allotment, stamp duties, and/or other similar taxes referable to the execution of the terms and conditions in this Agreement and the issuance and/or allotment of the Shares to Investing Entity. Term and Termination 1. Term: This Agreement shall commence and become effective as of the Effective Date which is deemed as the start of the execution of Corporation and Investing Entity on their respective obligations hereto. 2. Termination Provisions a) At any time after Completion, if Investing Entity cease to hold any of the securities of Corporation, then this Agreement shall be recognized as terminated; b) Sections [INSERT NUMBERS/LETTERS] of this Agreement shall survive its termination, subject to any limitations imposed on such survival hereunder on the indicated sections; c) Any termination of this Agreement, as aforementioned, shall not have any effect on the accrued rights of both Corporation and Investing Entity relative to the provisions of this Agreement. 3. Investor Director  a) Provided that Investing Entity and other investors of Corporation hold Shares, the majority of such investors, which may include Investing Entity, shall hold the right to appoint one person as an Investor Director; b) Corporation shall be obliged to meet the reasonable travel expenses of the appointed Investor Director for the purposes of convenience in attending the meetings of the Board; c) As appointed by the investors of Corporation, Investor Director shall not be compensated from Corporation once it starts its work in office; d) Corporation shall shoulder those travel expenses of Investors only within [INSERT SCOPE] and shall be subject to a maximum travel expense amount of [INSERT AMOUNT] per meeting of the Board. 4. Confidentiality a) Corporation and Investing Entity shall have the obligation to preserve and to maintain, in strict confidence, the confidentiality of the terms and conditions in this Agreement; b) Corporation shall only be permitted to disclose any information to any governmental entity and/or authority under this Agreement to the extent required by applicable law; c) Either Corporation or Investing Entity who discloses any information under this Agreement shall provide the other Party with a prompt written notice in order for such party to seek legal actions to remedy and/or to furnish the portion of the information to be disclosed for such purposes may be contained; d) Corporation and/or Investing Entity shall exercise considerable efforts to ensure that the third party disclosed of with the information under this Agreement shall provide reliable assurance that confidentiality shall be accorded to such information to the extent reasonably requested. 5. Representation and Warranties of Corporation Corporation, together with its affiliates, represents and warrants: a) That any actual and/or constructive knowledge on the part of Investing Entity or any of its investors, their respective agents, representatives, officers, employees, and/or advisers about Corporation is true and correct in all respects; b) That Investing Entity has joined and entered into this Agreement with reliance to the representations and warranties of Corporation as a legal and reliable entity; c) That the representation and warranties provided herewith are of separate and/or independent nature and these shall not be limited, restricted, and/or modified by reference to or inference from the terms and conditions of any other representation and/or warranty; d) That Corporation shall give prompt written notice to Investing Entity in the event that the former party become aware of any fact or circumstance which would cause any of such representation and/or warranties of Corporation to become inaccurate, untrue, or misleading in any respect; e) That Corporation and all its affiliates shall not be permitted to procure any of act or omission thereof which would lead and/or constitute a violation or a breach of any of the representation and warranties under this Agreement as if they were given at Completion or which would make any representation and/or warranty to become inaccurate, untrue, or misleading under this Agreement. 6. Accounting and Information Rights a) Corporation shall be given the responsibility of maintaining and completing, at all times, accurate accounting and financial records relative the activities under this Agreement; b) Corporation shall prepare the necessary business and financial information relative to the activities under this Agreement following a format that Investing Entity so reasonably requests from Corporation and shall send copies of such business and financial information to Investing Entity every [INSERT NUMBER/PERIOD]; c) The Accounts audited with respect to each [INSERT PERIOD], along with the related audit and/or management letters and all correspondence between Corporation and its auditors concerning the relative Accounts, shall be up for completion and approval of the Board and shall be delivered to Investing Entity within [INSERT NUMBER/PERIOD] at the end of each [INSERT PERIOD]; d) Corporation shall procure to Investing Entity immediately any and all information concerning Corporation and its business upon the request of Investing Entity from time to time for the purposes of tax, legal, or regulatory actions or to enable Investing Entity to monitor its Investment in Corporation. 7. Costs and Expenses a) Corporation and Investing Entity shall be accountable to their own costs with respect to the execution of the terms and conditions of this Agreement; b) Corporation shall be given the responsibility to pay any and all taxes or duties in relation to the issuance and/or allotment of Shares to Investing Entity and the execution of any legal documentation for such transaction contemplated herein. 8. General Provisions a. Survival of Obligations: Notwithstanding Completion as well as termination of this Agreement, each and every right and obligation of Corporation and Investment Company particularly Sections [INSERT NUMBERS/LETTERS] of this Agreement shall, except in so far as fully performed at Completion, continue to be in full force and effect even after the termination of this Agreement. b. Successors: This Agreement shall be binding and inure to the benefits and interests of both Corporation and Investing Entity and their respective executors, personal representatives and successors whomever, unless otherwise stipulated, shall be used as reference to investors and/or founders of this Agreement. c. Assignment and Deed of Adherence i. Investing Entity shall not be entitled to, nor shall it purport to, assign, charge, transfer, or otherwise deal with all or any of its rights and/or obligations under this Agreement nor grant, declare, or dispose of any right or interest herein, in whole or in part, other than what is stipulated in this Agreement; ii. Given the restrictions indicated in this section of this Agreement, Investing Entity shall be given the authority to assign its rights and transfer its obligations to any Person including, but without limitation to, any third party corporation and/or investor in such affiliation subject to the aforementioned signing a deed of adherence to this Agreement; iii. A transfer exceeding [INSERT PERCENTAGE] of the shareholding of Investing Entity to a third party corporation and/or investor shall automatically lead to such third party receiving entitlement to the rights of Investing Entity under this Agreement provided that such assignment shall not have a material effect on the number of full time directors of Investing Entity on the Board of Corporation having such as party sign to and execute the deed of adherence to this Agreement; iv. It shall be clarified, for avoidance of any doubt, that Investing Entity shall receive absolute entitlement, at all times, to transfer any and/or all of its securities to or for its benefit in accordance with the terms and conditions of Section [INSERT NUMBER/LETTER] of this Agreement. d. Third Party Rights: Any third party entity given authorization by Investor Entity to act on behalf of the Investing Entity or any other person or persons designated by the aforementioned party, from time to time, shall be obliged to enforce all of the rights and benefits of Investing Entity in accordance to Section [INSERT NUMBER/LETTER] of this Agreement, at all times, as if such third party is a Party to this Agreement. e. Investor Obligations and Status of this Agreement i. An investor to Corporation, particularly Investing Entity, shall exercise all of its voting rights and any other powers of control available to it with respect to Corporation in order to procure that, at all times, during the execution of this Agreement, all the terms and conditions have been duly observed and given full force and effect pursuant to what such terms and conditions are intended for; ii. In the event that a term and/or a condition is found in conflict with the Articles, the terms and conditions of this Agreement shall prevail between investors. Following such circumstances, investors shall apply any modifications that are deemed necessary to be applied to the Articles. f. Severance: In the event that a term and/or condition of this Agreement is or becomes unenforceable, invalid, and/or illegal under the laws at which this Agreement is governed and under jurisdiction with, such term and/or condition will be given no effect and shall be deemed not written in this Agreement without invalidation of any of the remaining valid and enforceable terms and conditions of this Agreement which shall not in any way be affected or impaired and shall continue to be in full force and effect. g. Relationship of Parties: There is no term and/or condition of this Agreement that constitutes a partnership and/or agency between Corporation and Investing Entity otherwise as may be precisely expressed herein. The Parties are independent contractors of each other, as such, any Party shall not have the right to act as an agent of the other Party for any purpose, or entitle any Party to commit or to bind the other in any manner thereof. h. Waivers and Remedies Cumulative i. The rights of either Corporation or Investing Entity may be: 1. Exercised as often as deemed necessary; 2. Cumulative and non-exclusive in nature under the applicable law; 3. Waived by each party only in writing and for specific purposes thereof; ii. The delay of either Corporation or Investing Entity in exercising or not exercising any of its rights shall not be construed as a waiver of such rights or any other for that matter. i. Amendments: No variation and/or amendment of any term or condition in this Agreement shall be made effective and valid unless it is procured and/or presented in writing and signed by or on behalf of each of the Parties to this Agreement. j. Notices i. Any and all notices and any other forms of communication between Corporation and Investing Entity shall be prepared and delivered in writing and signed by or on behalf of the sending Party; ii. Such notices and forms of communication shall only be considered as duly given or made when delivered: 1. Personally to the receiving party, at the time of delivery; 2. Prepaid recorded delivery and/or registered post, [INSERT PERIOD] from posting date; 3. Registered or certified mail, [INSERT PERIOD] from posting date; 4. Facsimile transmission, [INSERT PERIOD] after the transmission with proof of relevant completed transmission report. iii. All written notices and forms of communication between Corporation and Investing Entity under this Agreement shall be procured in the English Language. k. Further Assurance: Both Corporation and Investing Entity shall promptly deliver and execute all such documents and do its obligations under this Agreement as either Party from time to time may so require for the purposes of giving full force and effect on the terms and conditions stipulated in this Agreement. l. Entire Agreement: This Agreement, along with the attached schedules, shall establish and constitute the complete and entire agreement between Corporation and Investing Entity in relation to the subject matter of this Agreement thereof and shall supersede any previous agreements, arrangements, understanding, and/or discussions between the aforementioned parties relative to such subject matter thereof. m. Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be recognized as an original instrument and all of which together shall constitute one and same instrument. n. 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, Corporation and Investing Entity have caused the execution of the terms and conditions of this Agreement on this [INSERT NUMBER] day of [INSERT MONTH], [INSERT YEAR].  SEALED AND SIGNED: Corporation [AUTHORIZED SIGNATURE] [NAME AND TITLE IN PRINT] Investing Entity [AUTHORIZED SIGNATURE] [NAME AND TITLE IN PRINT]

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