Agreement of Leave & Licence

THIS INDENTURE OF LEAVE & LICENCE AGREEMENT MADE AT MUMBAI

ON THIS ___ DAY OF _________ 2010

BETWEEN
1. Shri ----------------------------------------

in the proposed property situated on -----------------------------------------------------,

Maharashtra. and residing at ____________________________________

hereinafter collectively called and referred to as “The Licensors”

(which expression shall unless repugnant to the subject, context
or meaning thereof mean and include legal heirs of each of the
licensors, successor or successors, legal representatives and
assigns) of the One Part;

AND

M/s. ------------------------------, a company incorporated under the

provisions of Companies Act, 1956 having its Registered office
at-------------------------------------------, acting through its director Mr.
----------------------------------, duly authorised by the Board of Directors of
the Company by resolution dt._____th April 2010 (herein after called
and referred to as “The Licensee” which expression shall mean and
include wherever the context so requires or permits its Successors,
Legal Representatives, Group Companies, Subsidiary Companies,
solicits, Assigns etc.) of the Second Part.
WHEREAS The LICENSORS are the legal and bonafide owners and are seized and
possessed of or otherwise well and sufficiently entitled to the
--------------------------------------------------- Maharashtra. hereinafter referred as
‘Licenced Premises’ more Specifically mentioned in the Schedule I written
hereunder;
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AND WHEREAS The Licensee on learning about the availability of the

said Commercial Space in the said licenced premises ideal for
Commercial purposes and/ or retail Trading had approached the
LICENSORS and offered to take the said commercial space on Leave &
Licence, the area consisting of ------------ square feet (carpet – wall
to wall)

AND WHEREAS on relying upon the representation of the Licensors on

the title of the License premises have decided to occupy the shops of
the Licensors.

AND WHEREAS the dispute of any sort, pertaining to the ownership

and/or sharing of compensation for occupation/License fee of the said
‘Licensed Premises’ interse the Licensors would not in anyway affect
the right to enjoy occupation and conduct of the business of the
Licensees;

AND WHEREAS the LICENSEE has offered to take for occupation the
Licensed Premise only on Leave and Licence Basis only after
ascertaining and confirming and satisfying themselves about the title
of Licensors and the Legality of the Construction of the Licensed
Premises and the representations made by the Licensors for a period of
05 (Five) years with effect from the date of execution and
registration of this Agreement. The Licence Fees/compensation for the
occupation of the Licensed premises per month is fixed at
Rs.------------ (Rupees ------------------------ Only per month) to be
payable in advance (with agreed tax deductions referred to in this
agreement) on or before 7th of each month on advance basis.

The Licence fee/compensation shall be exclusive of all charges,

expenses those are directly related to the running of the business of
the Licensee inter alia electricity & water charges, in House Keeping,
in-house Maintenance, Security and Insurance of the stocks and
service charges and such other expenses which means all taxes
related to property (present & future) will be borne by Licensors and all
business related taxes with in house maintenance (present & future)
will be borne by the Licensee and the Licensors have accepted the said
proposal made by the Licensee seeking the Licensed premises for
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occupation in its capacity as a Licensee only and in no other capacity

on the terms and the conditions mutually agreed between them and
reduced in writing as follows:

NOW THIS LEAVE AND LICENCE WITNESSETH AND GOVERNS

THE CONTRACTUAL RELATIONSHIP BETWEEN THE PARTIES AS
FOLLOWS:

1. The Licensees have offered to take the said Licensed Premises

on Leave & Licence basis for occupation for the Licensees retail
trading business, on payment of monthly compensation of
Licence fee to the Licensors and the Licensors have accepted
said offer of the Licensee. The Licensors on execution of this
Leave and Licence Agreement has given the Licensed Premises
for occupation to the licensee during the subsistence of this
agreement to the Licensee on ‘Leave and Licence’.
2. LEAVE AND LICENCE period for this Agreement shall be for 05
(Five) years between Licensors & Licensee. The lock-in period
shall be first 15 (Fifteen) months, which shall be calculated
from the date of commencement of business (i.e. every
preceding calendar month for this agreement for a period of 5
years will be from _________ 2010 to _________, 201--). Further
the Lock-in-Period shall not apply in case the licensed premise
would be sealed/damaged/demolished by any
Municipal/Statutory authority on account of the acts of the
Licensors.
3. During the period of this Agreement, the Licensee shall pay to
the Licensors a LEAVE AND LICENCE compensation/fee of
Rs.------------/- (Rupees --------------- Only) per month in
respect of the Licensed premises for occupation by way of
account payee cheque in advance on or before 7th of each
month on advance basis for which it falls due payable by the
Licensee in respect of this agreement. The Licensee may deduct
legally deductible tax at source from the aforesaid amount of
monthly compensation subject to deduction as per section 194 I
of Income tax Act, 1961 and provide to the Licensors a
consolidated TDS certificate quarterly as submitted by the
Licensee. The compensation shall be payable in advance on or
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before the end of every preceding calendar month for which it

falls due payable by the Licensee.
4. Service Tax :- However, it is further decided between both the
parties that the Licensors shall first pay the available service tax
to the Service Tax department and then the Licensors shall raise
the bill to the Licensee for the reimbursement of the service tax
and the same will be reimbursed by the Licensee which is subject
to the law and procedure of the service tax for the retail sector.
Fitout period :- However it is hereby agreed by both the parties
that aforesaid occupation fees or licence fees shall be come in to
force after Thirty (30) days from the hand over the premises by
the licensors to the licensee. Once the First thirty days get over
the Licensee shall pay the licensors as per decided terms of this
agreement. The Licensee shall pay Electricity charges as per the
electric meter during the fit out period.

4.1 The payment of the LEAVE AND LICENCE Fee/compensation shall

commence on the date of execution of the duly registered
agreement.

4.2 The aforesaid monthly LEAVE AND LICENCE Fee shall be

increased by 15% after three years from the compensation of
this agreement Licence Fee starting date in respect of the
licensed premises. The increase on the Licence compensation
shall be calculated on the License Fee paid respectively for the
last month immediately before the end of the 3 years period.

5. Occupation :

The Licensors on execution of this agreement have given the

Licensed Premises for occupation to the Licensee. The
compensation shall start from the date of
_________________________. And the Licensee shall not get any right
of whatsoever nature in Licensed premises except to use & occupy
the Licensed premises on Licensed basis for the purpose of and for
the period it is given.

6. The Licensee has paid to the Licensors a sum of Rs.--------------/- (Rupees

-------------------- Only) as Interest-free Refundable Security Deposit, which
shall be refunded to the Licensee by way of an Pay order/ Demand Draft on
the Licensee completely removing itself with its belongings, things, bags,
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fixtures, furniture’s, etc. and the Licensors being satisfied about the complete
removal of the Licensee, from the Licensed premises and after adjustment of
dues, if any, including pertaining to outstanding electricity bills, water
charges, losses / breakage of the Licensed premises etc. which the Licensee is
lawfully liable to pay.

7. Upon expiry or sooner determination of the Licence granted, the

Licensors shall subject to and upon the Licensee peacefully
removing itself, its servants, employees from the Licensed
premises and all its belongings, things and effects from the
Licensed premises and every part thereof, refund to the Licensee
the Security Deposit after legally and mutually agreed deductions
there from all such amount or amounts that may be due from the
Licensee to the Licensors including the amount or amounts
payable under the provisions of this Agreement within the period
of 15 days by pay order or demand draft. In default thereof on
part of the Licensor to refund the security deposit as aforesaid,
inspite of the Licensee removing itself from the occupation of the
Licensed Premises and handover vacant and peaceful occupation
of the Licensed premises to the Licensors, the Licensee shall,
without prejudice to any of their rights available under law, be
entitled to recover the Security Deposit and in addition,
notwithstanding anything to the contrary contained herein be
entitled to receive from the Licensors interest @ 18% per annum
from the date of fully removing themselves, belongings, etc until
the date of receipt, on the amount of the Net Security Deposit
payable after deductions (subject to deductions as aforesaid) is
refunded to the Licensee.

8. The Licensee shall bear all actual in house consumption charges

with respect to electricity and water as per the bill raised by the
concerned authority.

9. The Licensee further agrees that:

The Licensee shall use and keep the Licensed premises in good
condition at their own cost during the period used by the Licensee
and deliver back the same in good condition as it was at the time
of their occupation, to the Licensors on the determination or
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earlier termination of the permission to use the Licensed

premises.

That the Licensee shall not make any structural changes, additions or
alterations in the Licensed premises without first obtaining the
written consent and permission of the Licensors and statutory
authorities. However, the Licensee shall be free to install its own
furniture and fittings, false ceilings, wooden partitions, paintings,
interiors and decorations and can install and use Computers, Air
conditioners, Air/water coolers, Electric stove and all other types of
electric gadgets in the Licensed Premises without damaging the
Licensed Premises only to the extent permitted by the law for the
time being in force, and on obtaining necessary permissions from
the concerned authorities and with the due advance intimations to
the Licensors. The Licensee shall be further authorized to remove
and take away the aforesaid furniture, remove all fixtures and
appliances upon termination / early determination of the LEAVE
AND LICENCE Agreement.

The Licensee their agents, servants, and /or representatives shall not
create or cause encumbrance, nuisance and annoyance to any
other person(s) and shall not use the Licensed premises for any
illegal purposes or as a public house and shall not use, permit or
suffer upon the Licensed premises or any part thereof, anything
which may become a nuisance or annoyance or cause damage to
the Licensors or other occupants in the said building or the
occupiers in the neighboring premises. The Licensee shall not do
any illegal acts in the said premises or cause it to be done. If the
Licensee commits breach of any of the conditions under this Leave
and Licensed Agreement, the Licensor will have every right to
terminate the said Leave & Licence Agreement with the written
notice and the Licence shall stand determined on the date of the
receipt of the said notice.

It is also agreed that the Licensors shall have the right to inspect the
Licensed premises with or without workmen and/or experts at all
reasonable times/business hours with prior intimation to the
Licensee to ascertain the condition of the Licensed premises
without disturbing the working culture of the Licensee & the
Licensee shall extend co-operation to Licensors for inspection of
Licensed premises. The Occupation of the Licensed Premises is
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not the exclusive occupation/possession of the Licensed Premises

for the purpose of this agreement.

the Licensee shall pay the Licensors the monthly Licence fee hereby
reserved at the time and in the manner hereinbefore prescribed.

To use the Licensed premises / only for Commercial purposes including

retail business and not any other use that may not confirm to the
applicable statutory / governmental norms.

Not to carry on any illegal/criminal activities in the licensed premises.

To carry out any repairs in the Licensed premises at its own costs,
which may not otherwise amount to addition and/ or alteration
thereby causing structural changes and with the prior written
permission of the Licensors.

The Licensee shall keep the licensed premises in good condition and
shall not cause any damage thereto.

The Licensee shall not sub-let, assign, transfer or part with right of the
Licensed premises or any portion thereof to occupy to any third
party except as specified in clause 15.5 of the instant agreement.

That unless renewed/extended or executed a fresh LEAVE AND

LICENCE, the Licensee shall remove itself from the Occupation of
the licensed premises in good conditions to the Licensors either on
expiry of the License Period or on termination thereof as the case
may be, against proper receipt.

That the Licensors shall not be liable and responsible to pay anyone
on behalf of the Licensee in any manner for the outstanding of the
Licensee which the Licensee is otherwise liable to pay.

10. The Licensors covenants with the Licensee:

That the Licensors shall provided necessary amenities and facilities as

per the Licensee’s need, requirement and specification as
mentioned in this agreement at the cost of the Licensors including
i) Electricity Connection : The Licensors shall provide electricity
connection with capacity of -------- Kw
ii) Flooring : The Licensors shall provide 2x2 vitrified flooring
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iii) Licensors shall provide the space required to install air

conditioning outdoors units at free of cost.
iv) Licensor shall provide space on terrace for an antenna of 5x5
width and height at free of cost.
v) the Licensors shall provide Drinking water, a gear operating
rolling shutters, Toilets (____________), for the building Licesor shall
provide water connection at one point only along with the space for the
silent DG.
On the condition that the Licensee paying the Licence
fees/compensation hereby reserved and other charges and
observing and performing the covenants and conditions
contained herein and on the part of the Licensee to be
observed and performed, the Licensee shall and will peacefully
and quietly enjoy the Licensed premises during the said term
without interruption or disturbances by the Licensors or any
person or persons lawfully or equitable claiming from, under or
in trust for them or any of them.
The Licensors hereby confirms that there are no proceedings
legal or otherwise pending in connection with the ownership or
otherwise of the Licensed premises.
The Licensors further confirms that they have not entered into
any LEAVE AND LICENCE, Lease agreement, rental agreement
in respect of the Licensed premises.
That the Licensors shall not allow any person except Licensee
to use the premises in any manner at any point of time during
the Licence period.
The Stamp & Registration charges shall be borne by both the
parties in equal proportion.
That the Licensors shall have no objection in Licensee carrying
out its retail business operations from the Licensed premises .
and which will not obstruct the smooth enjoyment of the
Licensors and neighboring occupiers and visitors.
The Licensors & Licensees further agrees that in case any
representation by any of the parties to this agreement is found
to be false at any point of time in any manner whatsoever, then
the other party will be entitled to claim damages/compensation
for the loss that may be suffered by the other side by such
misrepresentation.
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11. TERMINATION/NOTICE PERIOD

After the expiry of lock in period, only the LICENSEE, if for any
reason, wishes to terminate the agreement prior to the expiry of
Licence period, shall serve upon a notice in writing to the
LICENSORS in their behalf at-least 03 (Three) months in advance.
In other words the LICENSORS cannot terminate the agreement
before the expiry of the Licence period.

However, the LICENSORS are entitled to terminate the agreement in

case of default in payment of monthly Licence Fees/compensation
and/or Service Charges for continuous period of Two months,
and/or in case of non observance of any of the terms and
conditions of this agreement, if such default or breach remains
unattended for 15 days, by giving 15 days notice in advance from
the date of expiry of the Notice period.

12. SPACE FOR SIGNAGE/EQUIPMENTS

The LICENSEE shall have right to put up and display its signage
anywhere in/out Licensed premises limited to the exteriors of the
Licensed Premises free of any Licence Fee or charges only to the
extent permitted by law and on obtaining permissions from the
concerned authorities and the written consent of Licensors. However
the LICENSEE shall bear the taxes as may be applicable with respect to
such display of signage without damaging the structure and/or outer
surface. The Licensee shall also be entitled to put up/install Antenna /V
Sat or any other Equipment at a convenient place on the terrace of the
Licensed premises, to establish connectivity for its business operations
from the Licensed premises only on the demarcated portion by the
Licensors and which shall not obstruct the activities of the Licensors
and/or cause inconvenience to them or any other neighbouring
occupiers.

13. TAXES

The LICENSORS shall bear and pay all present and future taxes,
duties, cess, surcharges, sewage and water tax, levies, property
tax, outgoings assessments payable, other statutory levies &
charges payable to the government, local bodies, as may be
required in respect of the licensed premises. However, LICENSEE
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shall bear all charges/expenses, if any, levied on and/or

concerning the occupation and business of the LICENSEE.

14. LAND USE/INDEMNITY/LIQUIDATED DAMAGES

LICENSORS of the licensed premises will be responsible for any
kind of legal or Municipal Corporation liabilities arising in respect
of the licensed premises (excluding in respect of and concerning
the occupation and business of the Licensee) during the term of
agreement.

That, if the LICENSORS at any time during the Licence period sells or
transfers its rights or interest in the Licence premises as a whole
or in part thereof, then the LICENSEE shall have no objection to it,
subject to the LICENSORS making/providing the same
arrangement with the prospective transferee(s) on the same terms
and conditions contained herein. The LICENSORS shall inform the
LICENSEE at least 30 days in advance of any such sale/Transfer.

The LICENSEE shall have the right to allow any of its associates or
company to make use of the premises or any part thereof however
it is agreed and understood that the use of the premises by the
subsidiary/wholly owned divisions of LICENSEE shall not amount to
subletting or parting with the occupation of the Licensed premises
in any manner, subject to the following conditions:
1. No independent right of any sort whatsoever shall be
created or deemed to have been created in favors of any such
subsidiary/wholly or partly owned Company /Group Company/
Solicits/division of the LICENSEE or in favour of any third party.
2. The LICENSEE shall be responsible and liable for the
performance of the obligations as laid down in the Agreement.
3. The subsidiary, wholly or in part/divisions, which may
function from the Licensed premises shall be set up only to the
matters connected with the business of the LICENSEE and for no
other purpose.
15. FORCE MAJEURE/ACT OF GOD
If at any time during the term of the Licence, the Licensed
property is damaged or destroyed on account of war, riots, fire,
earthquake, any act of god or for any reason whatsoever, so as to
render the Licensed premises (or part thereof) unfit for the use of
the LICENSEE then, and in such event, the Licensors shall not be
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responsible for any Force Majeure or the situation beyond the

control of Licensor and in such case the Licence shall deem to
have come to an end. In case the LICENSEE chooses to continue
to function from any undamaged part thereof, then for the
damaged and unused portion of the licensed premises, on a pro-
rata basis, Licence Fee/compensation payable by the LICENSEE
shall be proportionate to the area used by the Licensee as per the
payment terms mentioned in this agreement.

16. No Continuing waiver: A waiver (whether express or implied) by

one of the Parties of any of the provisions of this Agreement, or of
any breach or default by the other in performing any of those
provisions, shall not constitute a continuing waiver. Furthermore,
that waiver shall not prevent the waiving party:
a)
from subsequently enforcing any provision of this Agreement
not waived. Or
b)
from acting on any subsequent breach of or default under any
provision of this Agreement.

17. Severability : The invalidity, illegality or unenforceability of any

of the provisions of this Agreement shall not affect the validity,
legality and enforceability of the remaining provisions of this
Agreement. If a provision of this Agreement is declared to be
invalid, illegal or unenforceable, it shall, to the extent practicable,
be limited or construed in such a manner so that it is valid, legal
and enforceable and reflects, to the greatest extent possible, the
original intent of the parties or, if not practicable, be severed from
this Agreement.
This agreement is by way of leave and Licence only and shall not
be construed or contended to be a lease or tenancy or to be in any
other capacity.
All the permits, Licences, permissions whatsoever required to run
the said business in the Licensed premises shall be obtained by
the Licensee at its own cost and he will observe and perform the
terms and conditions thereof properly and regularly.

It is expressly agreed that the Licensors or any one or more of

them shall not be liable whatsoever for any act, deed, things or
omission on the part of the Licensee or any one or more on behalf
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of the Licensee in respect of the Licensed premises and/or portion

thereof and/or in respect of the said business and the same shall
be at the entire risk of the Licensee herein; and further expressly
agreed that the Licensee shall absolutely indemnify and keep
indemnified the Licensors or any one or more of them for any
claim, suit, action of whatever nature by anyone or more against
the Licensors or any one or more of them in respect of the
Licensed premises or portion thereof and/or in respect of the said
retail business including any damage caused due to fire to the
said licensed premises or any portion thereof and/or any portion of
the said building;

18. Jurisdiction :
In case of any difference or dispute arising between the parties
herein on any of the terms and conditions contained herein, such
difference or dispute shall be within the exclusive jurisdiction of
the Courts at Mumbai, where the Licensed premises are situate,
which Court shall have the sole and exclusive jurisdiction to try
any such dispute and or issues those may arise out of this instant
agreement.

20. Arbitration & Conciliation: In case of any difference or

dispute arising between the parties herein on any of the
terms and conditions contained herein, such difference or
dispute shall be referred to sole arbitrator appointed by the
Licensee and the Licensor shall have no objection to it. The
provision of the Arbitration and Conciliation Act, 1996 and
any modification thereof shall be applicable for settlement of
disputes, thus referred. The Venue for holding all such
proceeding shall be at the head office of the Licensee.

21. Notice: All notices, requests and other communications to any

Party hereunder shall be in writing and shall be given to such Party
at its address by registered A.D. as such Party may hereinabove
specified in the title of this agreement to the other at the address
set forth in the written instrument executed. Each such notice,
request or communication shall be effective:
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(a) if delivered by air courier service and/or Registered A.D., 72

hours after such communication is delivered to the other party.

If to the LICENSORS:

______________________

______________________

______________________

If to the LICENSEE:
____________________
___________________
___________________

Schedule I

All that the premises lying, being and situated at the

---------------------------------------------------------------------------------------------------
--------------- Maharashtra.

The Said Premises consisting of total wall to wall carpet area as follows:
Shop no. : _________ Sq. Ft.
Total : _________ Sq. Ft.

IN WITNESS WHEREOF the LICENSORS and the LICENSEE have signed this
LEAVE AND LICENCE in the presence of the following witness:

Signed and Delivered by the within named

For Licensors
Mr -------------------------------- ]
In the withness of _______________________ ]
]

Signed and Delivered by the within named ]

For Licensee ]
M/s. ----------------------------------------------- ]
Through Mr. ----------------------------------- ]
In the withness ]