LEASE DEED

This LEASE DEED (“Deed”) is made at <please insert city> on this day <please enter the
effective date>

BY AND BETWEEN:

Mr.__________________ son of Sh.______________,aged_________ , holding PAN

___________ and resident of __________________________________________________
(hereinafter referred to as the ‘Lessor’, which expression shall, unless repugnant to the context
or meaning thereof, be deemed to mean and include his heirs, successors, administrators,
executors, legal representatives and permitted assigns) of the ONE PART;
AND

__________________., a company incorporated under the laws of India having CIN:

_________________ and its registered office at _________________acting through Mr./Ms.
_________________, its duly authorized signatory pursuant to the resolution passed in the
meeting of its Board of Directors held on [*], (hereinafter referred to as the “Lessee”, which
expression shall unless contrary or repugnant to the context or meaning thereof be deemed to
mean and include its permitted assigns, administrators, successors-in-title and interest) of the
OTHER PART.
or
if an individual.
Mr.__________________ son of Sh.______________,aged_________ , holding PAN
___________ and resident of __________________________________________________
(hereinafter referred to as the “Lessee”, which expression shall unless contrary or repugnant to
the context or meaning thereof be deemed to mean and include its permitted assigns,
administrators, successors-in-title and interest) of the OTHER PART.

The Lessors and Lessee are hereinafter individually referred to as a “Party” and collectively as
“Parties”.

WHEREAS:

A. The Lessee is engaged in the business of procuring and sale of various goods and
products, including food products, on a retail basis. Based on the various representations
of the Lessor that he is the absolute and rightful owner and is seized and possessed of,
and otherwise well and sufficiently entitled to, the premises, located at <please insert
address>, covering a carpet area of <please enter carpet area per sq. ft.> consisting of
along-with the right to use all common areas such as entrances, Parking etc. hence
contained in this Deed, including that the Demised Premises is suitable for, and permitted
under applicable laws to be used as a retail store by the Lessee, and also the
representations and assurances of each Party to faithfully abide by all the terms,
conditions and stipulations contained in this Deed, the Lessee has agreed to take on lease

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 from the Lessor the Demised Premises to use and occupy the same as a retail store on
the terms, covenants and conditions, as have been mutually agreed upon in this Deed;

NOW THIS INDENTURE WITNESSETH AS FOLLOWS:

1. In consideration of the Monthly Lease Rent (as defined hereinafter) herein reserved, and
the representations, covenants and conditions hereinafter contained and on the part of the
Lessor, and the Lessee, to be observed and performed, the Lessor doth hereby reserve,
grant and lease unto the Lessee to use and occupy the Demised Premises more fully
described in Schedule 1 on the Demised Property for the purpose of ingress thereto and
egress therefrom together with all rights of the Lessee, its servants, employees, visitors,
customers and all other persons authorized by the Lessee to freely and exclusively use
for a term of <please enter the term of deed> commencing on and from<please enter the
date of commencement> expiring by efflux of time on<please enter the term of expiry>.
The Term may also be determined by either the Lessor or the Lessee in the manner
provided in this Deed and upon such termination, the Term shall be deemed to have
expired.

2. LEASE RENT AND SECURITY DEPOSIT

2.1 The Lessee shall pay to the Lessor a monthly lease rent of <please enter monthly
lease rent> @ <please enter per square feet rate> which shall be an all-inclusive
amount (provided that applicable service tax / GST thereon shall be payable by
the Lessee), on or before the <please enter the effective date> of each month in
advance. The Lessor hereby expressly instruct the Lessee to make payment of
the Monthly Lease Rent during the Term in the name of Lessor.

2.2 During the Term, the Lessee shall pay all charges for electricity and water as
applicable to the Demised Premises, and any other utilities that are taken by the
Lessee in its name at the Demised Premises. The Lessee shall be liable to make
such payments directly to the competent authority provided it has received the
relevant invoice for the same.

2.3 The monthly lease rent shall be payable in advance by cheque/wire transfer on
or before <please enter the effective date> of each calendar month from the
Commencement Date. All payments of the monthly lease rent shall, if paid by
cheque be drawn in favour of <please enter the required name> or if paid by wire
transfer, transferred to the following bank account:

2.4

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 Particular Details

Account holder’s Name

Account No. [________________]

IFSC Code [________________]

Bank Name and Address [________________]

2.5 The Lessor will issue receipts to the Lessee for all amounts received by it
pursuant to this Deed.

2.6 The Lessee has paid to the Lessor a sum of< please insert amount paid>
equivalent to <please enter the no. of monthly instalment(s)>, as interest free
security deposit (“Security Deposit”), vide RTGS No.<please insert RTGS No.>

2.7 The Security Deposit shall be refunded by the Lessor to the Lessee in one
instalment on expiry of the Term or early termination of this Deed for any reason
whatsoever, subject only to adjustment of dues outstanding at the date of expiry
or termination, if any, in respect of: (i) electricity and water (provided that all such
dues are evidenced by invoices from the competent authorities), or (ii) arrears of
unpaid monthly lease rent, or (iii) major damage to the flooring, doors, windows,
furniture and fixtures in the Demised Premises, normal wear and tear, and
deterioration excluded.

2.8 The Lessor agrees to refund the Security Deposit to Lessee on the date of
termination of this Deed or on expiry of Term, whichever is earlier, and the
Lessee agrees to, simultaneously, handover vacant physical possession of the
Demised Premises to the Lessor. It is understood that if the Lessor defaults in
refunding the Security Deposit in terms hereof, then notwithstanding anything to
the contrary contained herein, the Lessee shall have a right to retain possession
of the Demised Premises without payment of any rent or any other charges
together with the right to recover the Security Deposit along with interest at the
rate of 18% per annum thereon from the date the Lessor was to refund such
amount in accordance with terms hereof till the date of full and final refund of the
Security Deposit.

3 The Monthly Lease Rent for the Demised Premises shall escalate by 5% (five percent) over
and above the last paid Monthly Lease Rent on every anniversary of the lease
Commencement Date.

4 The Parties agree that the Monthly Lease Rent includes a charge/compensation for: (i) all
maintenance of the Demised Property, including the Demised Premises and its surroundings;

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 (ii) local tax charges, as applicable at the time of unloading and loading; and (iii) all other
charges which are incidental to occupation of the Demised Premises and as may be levied by
any competent authority, unless expressly provided hereunder.

5 Each party shall at its discretion, be entitled during the subsistence of this Deed to terminate
this Deed by giving <please insert minimum period of notice> in writing to the other party, and
immediately upon the expiry of such notice period, (i) the Lessee shall deliver peaceful and
vacant possession of the Demised Premises to the Lessor in accordance with the provisions
hereof, (ii) the Lessor shall be entitled to recover from the Lessee the arrears of the Monthly
Lease Rent and/or any other amount due to the Lessor from the Lessee under this Deed, and,
(iii) the Lessee shall not be liable to pay the Monthly Lease Rent or any other charges under
this Deed, for the balance period of the Term hereby reserved and the Term shall be deemed
to have expired.

6 The Lessor agrees that in consideration of undertakings assumed by the Lessee herein, and
acknowledging the investments required to be made by the Lessee to fit out the Demised
Premises, it shall not have the right to determine/terminate the lease made in terms hereof,
before expiry of <please insert date of expiry>from the Commencement Date (“Lessor Lock
in Period”).

7 The Lessee is unable to use and enjoy the Premises, or any part thereof, for any reason
whatsoever, including but not limited to the non-use of the Demises Premises because of the
Lessor (other than reasons attributable to a breach by the Lessee under this Agreement),
including without limitation on account of any breach on the part of the Lessor or for any
reason whatsoever; Notwithstanding anything to the contrary, the Lessee shall have the right
to terminate at its own discretion if:
7.1 the Lessee is unable to use and enjoy the Premises, or any part thereof, for any reason
whatsoever (other than reasons attributable to a breach by the Lessee under this
Agreement), including without limitation on account of any breach on the part of the
Lessor or for any reason whatsoever;
7.2 the Lessor breaches any of the terms or conditions of this Agreement and fails to cure
such breach within a period of 30 (thirty) days from the receipt of a written notice from
the Lessee <specifying in sufficient detail, the nature of the breach> to cure such
breach.

In such case(s), the Lessor agrees to refund the Security Deposit to the Lessee in one instalment
without demur or protest.

8 In addition to the reserve & lease of the Demised Premises granted to the Lessee, the Lessor
hereby agrees and undertakes to provide and make available to the Lessee throughout the
Term, without charging, levying or collecting any further or additional Monthly Lease Rent or
any other compensation/consideration for the same, the additional amenities, as requested
by Lessee from time to time, which shall be used and enjoyed by the Lessee as amenities
belonging and appurtenant to the Demised Premises and accordingly the use and enjoyment

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 of the additional amenities/spaces/areas shall be integral to the possession, use, occupation
and enjoyment of the Demised Premises by the Lessee (hereinafter collectively referred to as
the “Additional Amenities”).
9 For proper and efficient use and enjoyment of the Demised Premises by the Lessee, the
Lessor hereby permits and authorises the Lessee from time to time during the Term and
without having to obtain the prior consent of the Lessor, as follows:
(i) To carry out and conduct refurbishment, repairs, renovations, alterations,
relocation and maintenance in and to the Demised Premises, as long as the
Lessee ensures that such works are executed through qualified
contractors/workmen without altering the basic structural design of the Demised
Premises; and

(ii) To lay, maintain and repair at the cost of the Lessee all wires, telephone, cables,
gas pipes, fire prevention instruments and other amenities of whatsoever nature
into over and underneath the Demised Premises as Lessee may think fit in its
absolute discretion for the beneficial enjoyment by the Lessee of the Demised
Premises, subject to applicable law for time being in force.

10 The Lessee hereby represents, warrants and covenants with the Lessor as follows:

(i) The Lessee has all required powers and authorities, corporate or otherwise, to
execute and deliver this Deed and to perform its obligations hereunder;

(ii) The signatory of the Lessee has been duly authorised to execute this Deed;

(iii) By entering into this Deed, the Lessee is not violating any contract, Deed,
arrangement or understanding, oral or written, express or implied, to which the
Lessee is a party;

(iv) The Lessee shall bear and pay during the Term, the Monthly Lease Rent reserved
herein on the dates specified herein;

(v) The Lessee shall pay to the authorities concerned charges for electricity consumed
upon the Demised Premises during the Term, as shown by the separate meter
installed in respect of the Demised Premises;

(vi) The Lessee shall keep the interiors of the Demised Premises in good repair and
condition, normal wear and tear being excepted;

(vii) The Lessee shall allow the Lessor or its authorised representatives to inspect the
Demised Premises, provided the Lessor or its authorised representatives provide
written notice of at least <please insert minimum no. of hours> prior to carrying out
such inspection and such inspection shall be allowed during normal office hours of
the Lessee;

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 (viii) The Lessee shall not store in the Demised Premises any goods, articles or things
of an explosive nature, except in small quantities for bonafide use;

(ix) The Lessee shall not allow any other person, establishment, firm or company, other
than its subsidiaries or group companies, to use the Demised Premises or part
thereof in any manner whatsoever without obtaining prior written intimation to the
Lessor;

(x) The Lessee may sub-lease or part with possession of the Demised Premises or
any part thereof and/or transfer or assign its usage right in respect of the Demised
Premises or any part or thereof to its subsidiaries, group companies or any other
company(ies) without any prior written intimation to the Lessor in this respect;

(xi) The Lessee shall vacate and handover the Demised Premises at the end of, or on
the earlier termination or determination of the Term. It is clarified that discolouration
of paint or wall-covering, any nail or screw holes apparent from usage by the
Lessee shall be deemed to be normal wear and tear not requiring repair by the
Lessee;

11 The Lessor hereby represents and warrants to the Lessee as follows:

(i) The Lessor is the sole and exclusive owner of the Demised Premises and the
representations pertaining to title set out in the Recitals above are true, correct and
accurate, and not misleading in any manner

(ii) The Lessor has good and valid power and authority to grant this reserve & lease
to the Lessee including all other powers and authority to execute and deliver this
Deed and to perform its obligations hereunder;

(iii) By entering into this Deed, the Lessor is not violating any contract, Deed,
arrangement or understanding, oral or written, express or implied, to which Lessor
is a party;

(iv) The Lessor is entitled to grant the reserve & lease of the Demised Premises without
any restriction whatsoever and without having to obtain the consent/concurrence
of any other persons/parties/authorities;

(v) The Demised Premises has not been sold, gifted, leased, nor the Lessor has
granted any reserve, lease, let out, assigned, mortgaged, charged or otherwise
encumbered the Demises Premises and the same is free from all encumbrances;

(vi) There are no suits, actions or proceedings, filed or pending in any court or before
any judicial or quasi-judicial bodies/authorities and whether civil, criminal or
revenue in nature, which affect the right, title and interest of the Lessor, which
would affect the reserve & lease granted hereunder to the Lessee and/or the

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 Lessee’s peaceful possession, use, occupation or enjoyment thereof for the entire
Term;

(vii) There are no latent or structural defects, hidden or otherwise, in the Demised
Premises, and all electrical, plumbing and elevator systems, and the same are in
good and proper working order;

(viii) The Demised Premises has been constructed in accordance with the approved
plans and designs sanctioned by the competent municipal authorities and all
necessary approvals, clearances, licenses etc., as applicable have been obtained
in respect of the Demised Premises;

(ix) The structure of the Demised Premises is not deficient in any respect and the
prescribed standards of structural design and stability norms have been applied
while the Demised Premises was constructed;

(x) All (a) electricity and water charges/deposits pertaining to the electricity
meter/water meter connections in respect of the Demised Premises; (b) all other
statutory payments (including property taxes) related to or in respect of the
Demised Premises have been fully paid up to date, and shall be fully paid as of the
Commencement Date. In any event the Lessor represents, warrants, confirms and
undertakes that the Lessee’s use of the Demised Premises and/or such facilities
shall not be disturbed or affected by reason of any non-payment/dispute with
concerned authorities and the Lessee shall be indemnified and held harmless from
any claim of any such amounts/sums;

(xi) That the Lessee shall be permitted to use the Demised Premises as a retail store
in the manner contemplated herein without any restrictions or limitations relating
thereto, subject to any law, rules and regulations applicable to the Lessee;

(xii) That the Lessor shall pay all existing and future, new rates, taxes, cess, penalties,
fines, charges, assessments (including municipal taxes and surcharges) and all
other impositions whatsoever now or hereafter charged or levied or imposed upon
the Lessor as an owner of the Demised Premises and shall also pay any and every
increase in such rates, taxes, cess, penalties, fines, charges, assessments and
other impositions whatsoever;

(xiii) It shall permit the Lessee’s subsidiaries or group companies to use the Demised
Premises or any part thereof, for such period and upon such terms and conditions
as the Lessee may determine in accordance with this Deed;

(xiv) On the request of the Lessee, the Lessor shall (at the Lessor’s cost) carry out all
necessary structural repairs to the Demised Premises;

(xv) It shall, at all times during the Term, keep the Demised Premises insured against
any structural and other damage/risks at its costs.

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12 The Lessor further covenants with the Lessee:

(i) That it shall provide to the Lessee on a timely basis and as and when called upon
by the Lessee all licenses and permissions for the Demised Premises, and shall
execute and perform and join with the Lessee in doing, executing and performing
all acts, deeds, things necessary to effectually carry out the purposes of this Deed;

(ii) That all loss, damage or destruction due to tempest, fire, flood, earthquake,
accident, civil commotion, war, terrorism, acts of God, irresistible force, conditions
of force majeure etc. in respect of the Demised Premises shall be to the account
of the Lessor and all loss, damage or destruction due to tempest, fire, flood,
earthquake, accident, civil commotion, war terrorism, acts of God, irresistible force
and other conditions of force majeure etc. in respect of any furniture, fixtures,
fittings and other movables installed or erected at the Demised Premises by the
Lessee shall be to the account of the Lessee;

(iii) That the Demised Premises has sufficient availability of water;

(iv) That the Lessor shall, at its expense, enter into maintenance contracts in respect
of maintaining in good condition the Demised Property, or in the alternative
maintain the Demised Property by itself in good condition.

13 Indemnity

The Lessor hereby agrees to indemnify, defend and hold harmless the Lessee, from and
against all actual and direct losses, costs and expenses that Lessee may incur on account
of (a) the Lessee’s inability to use the Demised Premises peacefully and freely (other than
for reasons attributable to a breach by the Lessee under this Deed); (b) any defect in title
of or the approvals obtained by the Lessor for the Demised Premises; (c) any
misrepresentation or misstatement by the Lessor, or any omission by the Lessor to
disclose any material information, in relation to the Demised Premises.

14 Notwithstanding anything contained herein, in the event any time during the Term, all or a
substantial portion of the Demised Premises are destroyed/ damaged and rendered unfit
for use and/or habitation for reasons attributable to earthquake, tempest, acts of God, war,
terrorism, irresistible force, or by conditions of any other force majeure events, then the
Lessee shall be entitled and at liberty to terminate this Deed by addressing notice (in
writing) to the Lessor.

15 Each notice, demand, or other communication given or made under this Deed shall be in
writing and delivered or sent to the relevant Party at its address or email set out below (or
such other address or email as the addressee has specified in writing to the other Party).
Any notice, demand, or other communication so addressed to the relevant Party shall be
deemed to have been delivered (i) if delivered in person or by messenger, when proof of
delivery is obtained by the delivering Party, (ii) if sent by post within the same country, on
the 5th (Fifth) day following posting, and if sent by post to another country, on the 10th

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 (Tenth) day following posting, and (iii) if given or made by email, upon dispatch of the
email.

If to the Lessor:

Name: _____________________
Address: [____________________]
Attention: [____________________]
Email: [____________________]

Cell No.: [____________________]

If to the Lessee:

Name: Mr. ________________

Address: ________________
Email: _______________

16 This Deed may be executed in two counterparts, each of which shall be deemed an
original, but all of which constitute but one Deed.

17 If for any reason whatsoever, any provision of this Deed is or becomes, or is declared by
a court of competent jurisdiction to be, invalid, illegal or unenforceable, then the Parties
shall negotiate in good faith to agree on such provision to be substituted, which provisions
shall, as nearly as practicable, leave the Parties in the same or nearly similar position to
that which prevailed prior to such invalidity, illegality or unenforceability.

18 No failure to exercise, nor any delay in exercising, on the part of a Party, any power, right
or remedy under this Deed shall operate as a waiver or acquiescence, nor shall any single
or partial exercise of any power, right or remedy prevent any further or other exercise or
the exercise of any other power, right or remedy. The powers, rights and remedies
provided in this Deed are cumulative and without prejudice to any powers, rights or
remedies provided by applicable law or in equity.

19 This Deed is the entire understanding between the Parties in respect of the reserve &
lease of the Demised Premises and supersedes any and all other understandings,
arrangements or Deeds, oral or written, by the Parties relating in any way to the Demised
Premises.

20 Each Party shall procure all acts, matters, and things and the execution or signature of all
other and further deeds and documents to give full effect to the provisions of this Deed.

21 Save as specifically provided in this Deed, neither Party shall be entitled to assign or
transfer its rights or obligations under this Deed to any other person.

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22 It is hereby agreed that no modification, amendment, alteration, waiver and/or variation of
this Deed shall be effective unless made by a written amendment duly executed by both
Parties.

23 The Parties agree to use all reasonable endeavours to settle any dispute or difference that
arises between them concerning construction, meaning or effect of this Deed or any part
thereof, or of the respective rights or liabilities herein contained (“Dispute”) amicably. If a
Dispute is not resolved within 30 (thirty) days after written notice of a Dispute by one Party
to the other, then the provisions of Clause 23 shall apply.

24 Any Dispute that is not settled by the Parties in the manner set out under Clause 22 above
shall be finally settled by arbitration in accordance with the Arbitration and Conciliation Act,
1996, as amended or modified, or any statutory replacement thereof, by reference to a
sole arbitrator, who shall be mutually appointed by both Parties. The decision of the
Arbitrator shall be binding on both the parties. In the event the Parties are unable to
mutually agree on the appointment of a sole arbitrator, the arbitration shall be conducted
by a panel comprising of 3 (three) arbitrators, of which the Lessor and Lessee shall each
be entitled to nominate 1 (one) arbitrator, and the third arbitrator shall be appointed by the
two arbitrators so nominated and shall act as the chairman of the arbitral panel. Such
arbitration shall be held at New Delhi and all proceedings of such arbitration shall be in
the English language.

25 Each Party shall bear its own costs in relation to the preparation and execution of this
Deed, provided that the Lessor and the Lessee have agreed to equally bear all stamp
duties, registration fees and other costs and expenses pertaining to execution of this Deed.

26 The existence of any Dispute or the initiation or continuance of the arbitration proceedings
shall not postpone or delay the performance by the Parties of their respective obligations
under this Deed.

27 Nothing in this Deed shall be construed as creating a partnership or joint venture between
the Lessor and the Lessee. Neither Party will be deemed to be an agent of the other Party
as a result of any act under or related to this Deed, and will not in any way pledge the
Party’s credit or incur any obligation on behalf of the other Party.

28 This Deed shall be governed by and construed in accordance with the substantive laws of
India without giving effect to the principles of conflict of laws thereunder. Subject to
Clauses 22 and 23, the Courts at <please insert State where the demised premises is
situated> shall have exclusive jurisdiction over matters relating to this Deed.

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 SCHEDULE 1

Details of Demised Premise

Demised premises located at :____________________________
Area : __________________ sq ,ft.

IN WITNESS WHEREOF, the Parties have entered into this Deed as of the day and year first
above written.

Mr. ……………. (LESSOR)

By:
Name: ……………
Title: Leasehold Party (Lessor)

__________________(LESSEE)

By:
Name: ………….
Title: ………….

Witnesses

1.
2.

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 SCHEDULE 2

Lessor Scope of work

<insert>

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