Memorandum of Agreement

This Agreement (the “Agreement”) is made at _______ of ____ day of ____, 2020 between
the following persons:

M/s. Alzaria Developers (Pvt) Ltd. a company incorporated under the companies’ laws of
Pakistan and having its registered office at Lahore, (hereinafter to be referred as “Land
Acquirer” which expression shall wherever the context so permits include its successors and
permitted assigns thereof),

AND

M/s. _______ a company incorporated under the companies’ laws of Pakistan and having its
registered office at Lahore, (hereinafter to be referred as “Land Developer” which expression
shall wherever the context so permits include its successors and permitted assigns thereof)

Land Acquirer and Land Developer are hereinafter collectively referred to as “the Parties”
and individually “the Party” to this Agreement.

Recitals:

WHEREAS the Land Acquirer is responsible for the sale and purchase of immovable
property measuring ___ acres situated in _________________ District Lahore (hereinafter to
be referred as “the Land”) for the purposes of this Project.

WHEREAS the Land Developer is real estate Business Company dealing with sale, purchase,
and development of land in the name and style of _________ [Company Name]

WHEREAS the Parties now wish to enter into this Agreement to record the terms and
conditions of the said services arrangement and do hereby affirm as under.

1. Purpose

1.1 The Parties hereby agree that the principal purpose of this Agreement is the sale and
purchase of immovable property for the development of the Land for the purpose of
lease and sale of the residential and commercial plots.

2. Details of the Project

2.1 The Project will be developed on the Land comprising ____ acres in District
_____________________ sold by Land Acquirer to the Land Developer under this
Agreement.

2.2 The Parties agree that the value of the Land is Rs. ____________/- per acre, and the
estimated cost of the Project shall be Rs__________________________.
2.4 The term of the Agreement shall commence on the date hereof and shall terminate
on _______, unless sooner dissolved pursuant to any provisions hereof, or unless
extended beyond such period by agreement of both Parties; however, the Agreement
shall continue after the dissolution date for the sole purpose of winding up its business
and affairs as provided for in this Agreement.

3. Land Acquirers Obligations

3.1 The Land Acquirer agrees to purchase the Land, agreed under this Agreement, from
different landowners for the sale of Land to the Land Developer.

3.2 The Land Acquirer agree to deliver the legal title of the Land to the Land Developers
free of any encumbrance and upon the full payment by the Land Developers. Such
payment shall amount to Rs. 400,000/- per marla for residential plots and Rs.
1000,000/- per marla for commercial plots.

3.3 The Land Acquirer will not be financially responsible for the development,
marketing, and sale of plots of the Project. All the financial costs with respect to the
development, marketing, and sale of plots of the Project will be borne by the Land
Developer.

4. Land Developer’s Obligations

4.1 The Land Developer agrees to purchase the Land solely from the Land Acquirer on
the minimum price amounting to Rs. 400,000/- per marla for residential plots and Rs.
1000,000/- per marla for commercial plots.

4.2 The Land Developer, in addition to the payment for the purchase of Land from Land
Acquirer, shall also grant a compensation to the Land Acquirer, upon the completion
of Project, in the form of Land comprising of total 45 marlas in residential area and 8
marlas in commercial area of the Project.

4.3 The Land Developer shall be solely responsible for the development, advertising,
marketing, and sale of plots of the Project.

4.4 The Land Developer will undertake at its own costs and expenses, the development
and all the building and construction works required thereunder, and payment of all
fees, charges and premium (as the case may be) payable in respect of the change of
express conditions and restrictions in interest in the title to the Land, amalgamation,
sub-division or conversion of category of land use, in accordance with the layout plan.

4.5 The Land Developer will apply for and obtain all necessary approvals, licences and
permits as may be required and comply with the conditions imposed by the relevant
authorities, the relevant laws and regulations relating to the design, construction,
development, funding and completion of the Project including but not limited to the
advertising and sale permits.
4.6 The Land Developer will provide the technical, commercial, financial and managerial
expertise required to carry out and complete the Project.

5 General warranties and guarantees

5.1 The Land Acquirer warrants and guarantees that the Land which will be delivered to
Land Developer will be free of all claims, liens, security interests and other rights and
encumbrances.

5.2 The Land Developer warrants and guarantees that Land Developer will use reasonable
endeavors to promote and develop the Land to the best advantage of the Parties.

5.3 The Land Developer warrants and guarantees that the Land Developer will apply for
and obtain all necessary approvals, licenses and permits as may be required and
comply with the conditions imposed by the relevant authorities, the relevant laws and
regulations relating to the design, construction, development, funding and completion
of the Project including but not limited to the advertising and sale permits.

6. Miscellaneous
6.1 Relationship of the Parties
The relationship between the Parties shall at all times be that of joint venture. No
employment, partnership or independent contractor relationship is formed by this
Agreement and at no time may the Land Acquirer position itself as affiliated to Land
Developer, except as a joint venture relationship.
6.2 Governing Law
This Agreement and any dispute arising out of or in connection with it shall be
governed by the laws of Punjab, Pakistan without regard to its conflict of laws
principles. The Parties submit to the jurisdiction of courts located in Lahore District
Courts, Lahore, Pakistan.
6.3 Dispute Resolution
(a) All disputes or differences of any nature arising between the parties regarding their
rights, obligations, interpretation of these presents, and all matters arising under this
agreement will be resolved through cooperation and consultation. If the said disputes
etc are not settled through cooperation and consultation, the said matters will be
referred to arbitration.
(b) This submission to arbitration shall be deemed to be a submission to arbitration in
Pakistan in accordance with rules of Arbitration Act, 1940 or any statutory
modification thereof. The award of arbitrator or arbitrators, as the case may be
shall be final and binding on the Parties.
6.4 Law of Jurisdiction.
All questions relating to the validity, interpretation or performance of the agreement
will be governed by the law of Islamic Republic of Pakistan.
6.5 Severability
In the event that any provision of this Agreement shall be found to be void or
unenforceable, such findings shall not be construed to render any other provision of
this Agreement either void or unenforceable, and all other provisions shall remain in
 full force and effect unless the provision(s) that is/are invalid or unenforceable shall
substantially affect the rights or obligations granted to or undertaken by either Party.
In such case both Parties shall in good faith endeavor to rectify the invalid or
unenforceable provisions or term.
6.6 Force Majeure
(a) Any event or circumstances beyond the reasonable control of a Party and
unavoidable by the affected Party by exercise of due care shall be deemed as an
‘event of Force Majeure’. This shall include, but not be limited to, earthquakes,
tsunami, fire, explosion, terrorism, storm, flood, lightening, war and hostilities.
(b If either Party is affected by Force Majeure it shall forthwith notify the other Party
of the nature and extent thereof. For the purposes of clarity, the present Pandemic
Covid-19 shall not constitute a force majeure event.
(c) Neither Party shall be deemed to be in breach of this Agreement, or otherwise be
liable to the other, by reason of any delay in performance, or non-performance, of any
of its obligations under this Agreement to the extent that such delay or non-
performance is due to any Force Majeure of which it has notified the other Party, and
the time for performance of that obligation shall be extended accordingly.
6.7 Notice
A notice or other communication under or in connection with this Agreement shall be:
(a) In writing;
(b) In the English language; and
(c) Delivered personally by hand or sent by courier to the Party to which it is
intended to be delivered.
For the purposes of this Agreement, a notice hereunder shall be deemed to have been
duly given when if delivered by hand on the date of such delivery confirmed by a
written confirmation of receipt, and if delivered via courier on the date of receipt by
the addressee subject to confirmation by the delivery receipt.
6.8 Assignment
The Parties shall not assign, transfer or in any other way alienate any of its rights or
obligations under this Agreement whether in whole or in part without the prior written
consent of the other Party.
6.9 Amendments
Any amendment to this Agreement shall only be binding if executed in writing by the
parties through their duly authorized representatives.
6.10 Waiver
The delay of failure of either Party to exercise any right herein or to take any action
against the other Party in the event of any breach of this Agreement shall not
constitute a waiver of such right, or any other right herein. Any waiver of any right
must be made expressly in writing
6.11 Binding Effect
This Agreement and the covenants, obligations, undertakings, rights and benefits
hereof shall be binding upon. And shall inure to the benefit of the respective parties
hereto and their respective heirs, legal representatives, successors and assigns.
6.12 Entire Agreement
 Subject to the provisions of this Agreement, this Agreement sets forth the entire
understanding of the Parties hereto with respect to the subject matter hereof and
supersedes all prior and contemporaneous letters of intent, agreements, covenants,
negotiations, arrangements, communications, representations, understandings or
warranties, whether oral or written, of either Party relating thereto.

IN WITNESS WHEREOF the parties above named have set and subscribed their respective
hands, the day, month and the year first above written.

FOR AND ON BEHALF OF

Signature: ____________________

Name: ____________________

CNIC.: ____________________

Designation: ___________________

FOR AND ON BEHALF OF

The Parties in the presence of the following witnesses have executed this Agreement:

WITNESSES:

1. From the Land Acquirer 2. From the Land Developer