Draft Without Prejudice – for the purpose of discussions

Letter Of Intent (LOI)

1. Name of Building _________________________________
2. Location Store, situated at ______________
_____________________________
3. Intending Conductor _________________________________, a Company
incorporated under the provisions of Companies Act,
1956, having its registered address at
__________________________________
4. Intending Company ____________________________________________,
a Company incorporated under the provisions of
Companies Act, 1956, having its registered address at
____________________________
5. Term ________ Years
6. Covered Area (Sq.ft.) An area admeasuring _____________ sq. ft.
(hereinafter referred the “said Premises”) in Shoppers
Stop Store admeasuring _____________ sq. ft. covered
area comprised on the _____________ and
_____________ floors of _____________ (hereinafter
referred to as the “Entire Premises”), in
“_____________”, situated at
_______________________________________
(hereinafter referred to as the “said Building”)
7. Conducting Fee Minimum Guarantee of Rs. _____________/- Per
Month OR Monthly Revenue Share calculated
@_____% of Net Sales (defined hereinafter),
whichever is higher

The Conductor shall be liable to make payment of the

monthly Minimum Guarantee amount, without
demand from the Company, within 3 (three) days of
each calendar month, in advance.
“Net Sales” shall mean all revenue through all
transactions of every kind generated in/from the said
Premises including, sales of all products, services,
online orders (such as gift vouchers etc.) delivered
from the said Premises, any ancillary services, any
income received from advertising, promotions carried
in the said Premises, service charges, and any other
services from the said Premises, through any mode but
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excluding discounts, GST, any other taxes paid as may

be applicable.
For the computation of Revenue Share, the Conductor
shall provide the self-certified Net Sales statement by
5th (fifth) of the following month for the sales done in
previous month.
If in any month, the monthly Revenue Share payable by
the Conductor to the Company is higher than the
monthly Minimum Guarantee, then such surplus
amount shall be paid by the Conductor within a period
of 7 (seven) days of the completion of such month.
In the event the Company requires the Conductor to
integrate its Point of Sales (POS) with the Company’s
system for accurate computation of Net Sales, both
parties shall discuss and arrive at a mutually agreeable
mechanism for POS integration with Company’s IT
platform.
In the event of delay in any payment(s) by the
Conductor beyond their respective due dates, interest
@ 18% per annum on such delayed payment(s) will be
chargeable from the date such payment(s) were due.
8.
Taxes and Statutory Dues The Conductor shall be solely liable to pay any
applicable taxes, Goods and Services Tax (GST) etc.
along with the surcharges and cess thereon that may
be levied relating to or arising out of the said Premises
being given on conducting basis, including but not
limited to the applicable taxes on Conducting Fee,
HVAC, Water, Electricity charges, or any other
payments as also the GST, and any additional
applicable taxes levied on the business operations of
the Conductor.
9. Price Escalation _____________% after every year on last paid
Conducting Fee and CAM from the Commencement
Date
10. Lock-in Period _______ Years for both parties - Conductor and the
Company

If the Conductor terminates the Agreement earlier

than the expiry of Lock-In Period or if the Agreement is
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terminated by the Company in accordance with the

Termination clause herein, then the Conductor shall be
liable to pay the Conducting Fee and CAM charges for
the unexpired Lock In Period, and all other charges
payable under the definitive Agreement to the
Company.
11. Common Amenities and AHU and access to staff area
Utilities
12. Common Area Rs. _____________/- per month
Maintenance(CAM) Charges
The Conductor shall be liable to make payment of the
CAM charges, without demand from the Company,
within 3 (three) days of each calendar month, in
advance.
13. Handover Date Upon execution of this Letter of Intent
14. Conducting Fee Free Period 30 (thirty) Days Fit-outs
15. Fit Out Works “Fit-Out Works” means works of renovation, interior
decoration (not amounting to erection of any
permanent structure or resulting in any structural or
permanent changes) which are necessary for the
Conductor to operate its commercial operations from
the said Premises.

The Conductor acknowledges that all access of labour

and material to the said Premises for carrying out the
Fit-Out Works, and execution and completion of such
Fit Out Works shall be in accordance with the approval
of the Company and as per guidelines of concerned
statutory authorities.

Any electricity, water consumed during the Fit-Out

Works shall be borne and paid by the Conductor to the
Company.

The Conductor shall, at its own cost and expense,

obtain requisite permissions/ approvals, etc. from the
concerned authorities prior to commencement of Fit
Out Works, wherever applicable by law.

The Conductor agrees to indemnify and keep the

Company fully indemnified against any claim/s due to
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any injury, disability, (permanent or temporary) or loss

16. Interest Free Refundable
Security Deposit (IFRSD)
17. Automatic Daily Sales Report
of life to the person claiming through the Conductor or
the Conductor's employees, work men, agents,
labourers, contractors, sub-contractors, visitors etc.
within and/or outside the said Premises
IFRSD equivalent to _________months’ Minimum
Guarantee Conducting Fee
The Conductor shall provide an automated mailer
through PUSH mechanism to report sales numbers to
the Company.

18. Conducting Fee The Conducting Fee Commencement Date shall be the
Commencement Date date which is earlier of expiry of Conducting Fee free
period from the handover date or commencement of
commercial operations subject to Conductor
obtaining the required Licenses / NOC to commence
operations.
19. Property Taxes The Company agrees that the Conductor shall not be
liable to pay property taxes, municipal taxes or other
taxes by whatever name called levied on said
Premises.
20. Permitted Business of the _____________ in the format and name -
Conductor from the said “______________”
Premises
The Conductor represents that it is the owner of/
entitled to use the intellectual property and is
permitted to exclusively market and sell the
goods/products/services and use the intellectual
property rights of the brand “_____________” for
entire Term.
21. Licenses and statutory The Conductor covenants that it will obtain, comply
compliance with and maintain in full compliance throughout the
total Term, all applicable licenses and regulatory
permissions required (including all applicable licenses
under the relevant Shops and Establishments Act) and
other licenses from various statutory authorities and to
comply with all applicable laws, statutory rules and
regulations, for carrying out its business in/from the
said Premises. It is clarified that the Company shall
have no liability or responsibility whatsoever in this
behalf including for obtaining any permissions,
maintaining their validity or any prosecution or
ancillary act or penalty whatsoever and the Conductor
shall be solely responsible for obtaining the same and
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maintaining it in good standing at all times and the

Conductor duly indemnifies the Company in this
regard, for any loss, damage, or injury that may occur
to the Company due to any non-compliance of the
Conductor to the terms mentioned in this clause.
22. Insurance The Conductor covenants that at all times during the
Term, it shall maintain adequate insurance to cover all
contingencies for all property, goods, merchandise,
furniture and fixtures, equipment and appliances,
injury or loss of life, personnel etc. and where
permissible shall name the Company as a beneficiary of
the policies to the extent of damage caused to the
Company’s property. The Conductor shall also take a
public liability insurance policy of adequate cover as an
additional insurance for any accidents and shall furnish
details of such policy to the Company. The Conductor
acknowledges that under no circumstances will the
Company be responsible or liable for any loss or
damage to the Conductor’s property, goods,
merchandise, furniture and fixtures, equipment and
appliances, personnel etc.

23. Safety The Conductor covenants that at all times it shall be

solely responsible for any loss, damage, death or injury
caused to any property, material or human life that
takes place due to any action, inaction,
mismanagement including but not limited to accident
etc. which has occurred in the said Premises and/or the
Entire Premises and/or the said Building, whether
directly or indirectly in any manner including by way of
fire, smoke, flow of water, accidents, thefts,
inflammable materials, chemicals and any other
materials due to any act of omission or commission by
the Conductor or its employees, agents or Conductors
and agrees and undertakes to indemnify all the
pecuniary and consequential losses and damages
caused to the Company / affected person(s) and shall
keep the Company harmless and fully indemnified in
this regard.
24. Miscellaneous The lessor shall provide the required load bearing
capacity to the lessee. The Lessor shall also provide
dedicated earthing pits to the Lessee.
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25. Indemnification Both parties hereby agree to indemnify, hold harmless

each other against any direct loss, damage and/or any
claim by the other party including a third party for any
direct damages, costs, expenses as a result of any claim
arising out of any act of commission or omission of the
defaulting Party.
26. Limitation of Liability Under no circumstances, including for gross negligence
or breach, shall the Company be liable for any special,
indirect or consequential damages, including, but not
limited to, loss of profit, loss of use, loss of business,
loss of revenues, loss of life or injury or damages to
business or reputation of the Conductor.
27. Confidentiality During the term of discussion, negotiation and/or
association hereunder, either party shall be exposed to
certain information, including but not limited to
information concerning the other party’s
products/services, practices, business strategies, etc.,
which are marked as confidential and proprietary
information and not known to the public (“Confidential
Information”). The parties hereto agree that during the
validity of term of this LOI, it shall not use or disclose
whether orally or in writing to any third party any
Confidential Information without the prior written
consent of the other party. The parties shall ensure not
to disclose any commercial terms of this LOI or
Agreement during the validity of this LOI or Agreement
to any external/third parties.
28. Termination Either Party can terminate the Conducting Agreement
by giving 6 (six) months’ prior written notice on and
post the expiry of the Lock in Period, without assigning
any reasons.

Notwithstanding the Lock-in Period of 3 (three) years

for the Company, the Company shall be entitled to
terminate the definitive Agreement under the
following events:

(1) breach/default of the terms and conditions of

the definitive Agreement by the Conductor;
(2) happening of a Force Majeure event;
(3) in the event the Conductor has not made any
payment/s on their respective due dates and
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such default continues for a period of 15

(fifteen) days, despite the Company giving a cure
period of 30 (thirty) days;
(4) if the Conductor makes any false representation
or warranty;
(5) if the Conductor undergoes dissolution or;
(6) if the business or the affairs of the Conductor is
wound up;
(7) Receiver being appointed in case of the
Conductor in any proceedings before any
competent court having jurisdiction and the
Conductor has not obtained within 15 (fifteen)
days thereof an order staying, withdrawing or
vacating the said appointment; or
(8) if the Conductor discontinues operations from
the said Premises for consecutive 7 days or
more; or
(9) if any notice or order cancelling or threatening
to cancel the license(s) issued under any
applicable law(s) of the said Premises being
issued;
(10) if there is any injunction from any court of
competent jurisdiction operating against the
Conductor to carry on its business from the said
Premises and the Conductor has not obtained
within 15 (fifteen) days thereof an order staying,
withdrawing or vacating the proceedings /
orders passed therein;
(11) any order of attachment being issued by any
competent body or authority or court against
the Conductor or against the said Premises and
the Conductor has not obtained within 15
(fifteen) days thereof an order staying,
withdrawing or vacating the attachment orders
/ proceedings;
(12) any strike or forced closure on account of the
Conductor’s employees;
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Notwithstanding anything contained herein or in the

definitive Agreement, in the event that the Lease Deed
executed between the Owner of the Entire Premises
and the Company is terminated and/or expires and/or
becomes null and void, due to any reason whatsoever,
the Term shall forthwith come to an end.
29. Dispute Resolution Mumbai
30. Jurisdiction Gurgaon
31. Stamp Duty & Registration To Be borne By Conductor
Cost

Both the Parties Company and Conductor represented as stated above here by agree
to the above listed terms and conditions as on this Day ________________ of
Month__________ year 2020 and will enter into a legal binding document on
a pre-agreed date.

Agreed And Accepted By Agreed And Accepted By

____________________________________________
________________________________