Without prejudice draft for discussion purposes only

DEVELOPMENT MANAGEMENT AGREEMENT

DEVELOPMENT MANAGEMENT AGREEMENT made at Mumbai this [●] day of [●]

in the Christian Year _______________ (“Agreement”);

BETWEEN

___________________, a __________ incorporated under the provisions of

_________________ having its registered _________________________ hereinafter called
the “Society” (which expression shall unless it be repugnant to the context or the meaning
thereof mean and include its successors in title and permitted assigns) of the FIRST PART.

AND

M/S. ______________________ a ______________ registered under

_____________________________ _________________having its
_______________________________________ hereinafter “Development Manager”
(which expression shall unless it be repugnant to the context or the meaning thereof mean and
include its successors in title and assigns) of the OTHER PART

The Society and the Development Manager are hereinafter, wherever the context requires, be
referred to collectively as “Parties” and individually as “Party” hereto.

WHEREAS:-

a. The Society hereby represents to the Development Manager that :

i. Vide Conveyance Deed dated ________________ registered under sub-registrar of

Assurances __________ bearing Sr. No. _____________ executed between
_________________.therein referred to as “the said Sellers” conveyed all that
piece and parcel of land bearing ____________ situated at Village ____________,
in the Registration District and Sub-district of Mumbai City and Mumbai Suburban
having approximate area of _________ sq. mtrs. including utilization of all
potential floor space index (FSI) and other benefits arising out of the piece and
parcel of land more particularly described in the Schedule hereunder written
(hereinafter referred to as the “said Property”) to ___________ i.e. the Society
herein therein referred “the said _______” for the terms and conditions mentioned
therein.

ii. In the circumstances mentioned hereinabove Society’s herein is well and

sufficiently entitled to the said property and have rights to develop the said
Property;

iii. The Society is desirous of developing a Residential/Commercial Project under

SRA scheme by utilizing the full development potential of the said Property i.e.
utilizing FSI / TDR Fungible FSI, (by whatsoever name called) as may be
available under DCR, 1991 or DCR, 2034 or such other law as may be in force for
time being and from time to time by appointing the Development Manager for
terms and conditions mentioned herein;
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iv. By a resolution passed by the said Society dated ______, the Society have duly
appointed the Development Manager for execution of Development/redevelopment
of the said property as per the scope and terms and conditions mentioned herein at
the cost and expenses of the Society (“Project”).

v. Pursuant to above appointment parties are desirous of bring in writing all the terms
and condition for development of said property

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS: -

1. RECITALS

The parties hereto do hereby agree and confirm that all the Recitals of this Agreement
form part and parcel of the operative part of this Agreement and shall be read
accordingly.

2. DEFINITIONS

“Advances for Expenses” shall mean the advances to be given by the Society to the
Development Manager for purpose of meeting all expenses in relation to development
of said Property mentioned herein. The amount already paid or to be paid by
Development Manager towards any such sums if reimbursed [reimbursement] by
Society shall also be the costs & expenses of the Society though incurred by or in
name of the Development Manager or any of them. These sums paid/reimbursed shall
be solely to the account of Society alone and not be the part of or adjusted towards
consideration payable to the Development Manager in terms of these presents.

“Agreement” shall mean this Agreement and all modifications, attachments, schedules
and Annexures to this Agreement and any modification/amendment thereto in writing
[including any Letter/Correspondence] duly executed by and between parties hereto.

“Applicable Laws” shall mean any statute, treaty, law, code, regulation, ordinance,
rule, judgment, notification, order, decree, bye-law, approval of any Governmental
Authority, directive, guideline, policy, requirement or other governmental restriction
or any similar form of decision of or determination by, or any interpretation or
administration having the force of law, or any of the foregoing by any Governmental
Authority having jurisdiction over the matter in question, whether in effect as of the
execution date or at any time thereafter.

“Approvals” shall mean all approvals, permissions, authorizations, consents, licenses,

exemptions, letters of intent, offer letters, no-objection certificates, annexures,
intimations of approval, intimations of disapproval, commencement certificates,
occupation certificates, completion certificates, notifications, sanction of layout plans,
sanction of building plans (and any amendments/ modifications / clarifications
thereto), approvals of all concerned government authority, approvals of high rise
committee, approvals (and any amendments/ modifications / clarifications thereto) of
the civil aviation authorities, MoEF, concerned Planning Authority/ies and/or any
other authority or entity, as may be applicable and/or required for the development of
the said Property including development of the building/s or any part thereof, in
accordance with the Business Plan and to give effect to any of the provisions of this
Agreement and shall also include all Approvals/NoCs etc already obtained by the
Societys to the extent affecting and applicable to the said Property.
 3

“Carpet Area for Rehab component” shall mean area as defined in the prevailing
Slum Rehabilitation Scheme as may be calculated as per the area of the said Property
or any other schemes as may be introduced by Slum Rehabilitation Authority (SRA)
time to time.

“Carpet Area for Sale Component” shall mean net usable area floor area of an
apartment, excluding the area covered by the external walls, areas under service shafts,
exclusive balcony or verandah area and exclusive open terrace area, but includes the
area covered by the internal partition walls of the apartment as defined under section
2(k) of The Real Estate (Regulation and Development) Act, 2016.

“Business Plan” shall mean the business plan which shall be mutually agreed upon
between the Parties from time to time and the same shall be subject to review every
quarter. It is agreed between the parties that the Society and Development Manager
shall jointly formulate the Business Plan for the Project and such Business Plan shall
be reviewed quarterly by the parties;

“Business Day” shall mean a day, not being a 2nd or 4th Saturday or a Sunday or Public
Holiday, on which Banks are open for business (including for dealings in foreign
currency, deposits and exchange) in Mumbai except when affected by any strike or
unrest of any nature etc though officially open.

“Development Manager’s consideration” shall mean 70 % of the total Project

Realisations/Revenue received by the Society in form of flat advances or any other
charges as may be collected time to time from the customers/purchasers or unit holders
plus Goods and Service Tax (GST) as may be applicable and which shall be as
condition precedent & essence of contract and shall be payable time to time forthwith
on receipt thereof by Society and deposit/transfer to “Development Managers
Account” without any requirement for demand for same and which shall solely belong
to Development Manager for it’s own account, benefit and appropriation as and by
way of & towards agreed consideration for performing the obligations and
responsibilities on the terms set out herein.

“Development Manager’s Account” shall mean proposed account where the Society
shall deposit/transfer the advances, cost and expenses time to time for meeting the cost
of sales and marketing and the consideration which shall be paid by the Society to the
Development Manager against the performance of its obligation as described in this
agreement. The payments will be made towards Project Cost only as agreed between
the Parties.

“Deposit Account” shall mean such bank account to be opened in the name of Society
– _____________________ to be operated by the authorized representatives of
Society to be utilised for the purposes for which it is collected.

“Deposits” in relation to the following amounts to be collected from the

Purchasers/end user of the Premises, at actuals:

(i) Deposits and amounts collected from the end users, from time to time for the
formation of organization (of the end users), membership fees of the
organization;
(ii) Deposits and amounts to be collected from the end users towards :
(a) Maintenance and repairs of common area and facilities
(b) Advances for outgoings including VAT, work contract tax and service tax
or any others taxes levied by Government Authority,
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(c) Deposits for electricity, water connections and/or other refundable deposits
collected from time to time.
(iii) Stamp duty, registration fees, legal fees/charges and any other taxes/levies
collected from end users.

“Financial Year” means each period of twelve (12) months commencing on 1st April
and ending on the following 31stMarch which will be the fiscal year in relation to the
Project, or such other period as may be determined by mutual consent in accordance
with this Agreement and Applicable Law.

“FSI” shall mean Floor Space Index.

“Force Majeure Events” shall mean riots, flood, earthquake, storm, terrorist
activities, war, invasion, act of foreign enemies, civil strife, hostilities, civil war, acts
or inaction of any government, or any governmental delays, external accidents,
malicious mischief through no fault of the Development Manager, crisis in
availability of essential raw materials, change in government policies act/s of God
affecting the development of the said Property and/or which pertains to and/or directly
relates to the said Property and/or the acts as aforesaid occurring in or around the said
Property which disables/disturbs the Parties to develop the said Property;

“Layout” shall mean the layout approved by concerned Planning Authority/ies and
other Authority/ies as applicable for said Property.

“Marketing” (and all its derivatives) shall mean and include the fixation and receipt
of consideration for the Premises and the ultimate sale on ownership basis under the
provisions of the RERA and the rules made thereunder [excluding Deposit] as well as
consideration from all and every other nature including non-refundable sums from
Purchasers of the Premises and from sale of any benefits including TDR generated out
of or in relation to the said Property or any development thereon and any other
ancillary benefits including but not limited to Parking Spaces for all kinds of vehicles
or any appurtenant areas exclusive for use with Premises such as Decks, Pocket
Terraces etc and consequent thereto to receive, accept and appropriate the Project
Realisations thereof and give full and effectual discharge for the payments received
and to execute necessary Agreements, documents, writings, agreements in this regard.

“No Lien Project Realisations Account” or “No Lien Account” shall mean such
bank account to be opened and operated by Society in terms of this Agreement, in
which all Project Realisations including Deposits shall be first deposited as and how
received and then within 2 Business Days or as per RERA, duly transferred to Deposit
Account & the RERA Account as case may be in the first place and then from balance
the amount due towards Development manager’s Consideration will be transferred in
the Development Managers Account and the balance left if any will be first used
towards Advances for Expenses if any or transferred to “Development Manager’s
Account”. The operation of this Account shall be with Development Manager alone
but subject to compliance herein.

“Notice” shall mean a notice in typed or printed characters delivered personally to the
parties or dispatched by registered post and/or speed post with acknowledgement due
or sent by courier through a reputed courier agency to the address specified herein or
furnished by the Parties hereto from time to time.
 5

“Person” means any natural person, trust, firm, company, Government Authority, joint
venture, association, limited liability partnership (LLP), trust, society or any other
entity (whether or not having separate legal personality).

“Project Completion Date” shall mean such date of completion as the Society may
determine for all sorts of development in consonance with the approvals and sanctions
from concerned authority/ies and in terms of it’s Agreement/s commitments with the
proposed end user/s and compliance of time schedule thereof shall always be sole
obligation of the Society alone.

“Said Property” shall mean all those pieces and parcels of land admeasuring in
aggregate 14,985 sq. mts. or thereabouts as described in recital a (i) hereinabove or as
per any amendment thereto based on sanctions and approvals from concerned authority
and subject to increase or decrease of area upon any survey & demarcation and
subdivision/s etc as may become necessary and obtained at the costs and expenses of
the Society.

“Project Site” shall mean the site at the said Property.

“Project Realisations” (with all its derivatives) shall mean and include the
consideration paid and/or payable by the Purchaser/s or others being the sale price and
all other consideration including consideration for any ancillary areas for
sale/exclusive use etc but not limited to club house charges, infrastructure charges,
development charges paid/payable and the consideration paid and/or payable by others
towards sale/transfer of any benefits as defined hereinabove and on Marketing of the
Premises/benefits, in the manner as provided in this Agreement but excluding the
Deposits and to be dealt with by and through mechanism of No Lien Project
Realisations Account and shall be subject always to liability/obligation of Society
towards Development Managers Consideration therefrom which shall be charge on the
said Property and all improvements thereon and sanctions in relation thereto.

“Premises” shall mean include all flats, apartments, units, shops, etc. in sale buildings
or premises for sale in any composite buildings any other ancillary benefits including
but not limited to Parking Spaces for all kinds of vehicles or any appurtenant areas
exclusive for use with Premises such as Decks, Pocket Terraces etc as per approved
layout plan to be constructed on the said Property.

“Project” shall mean the proposed development/redevelopment on the said Property

by Society’s at its own costs and expenses including construction of residential and/or
other buildings or premises for residential and other user/s in such Buildings and other
ancillary premises & benefits meant for sale, such other buildings for permissible
user(affordable housing units), and other related infrastructure, facilities and amenities,
as mutually agreed by the Parties in the Business Plan and also include for the purpose
all construction and development to be undertaken for settlement of encroachers
[whether protected or not] and for surrender of areas under reservation with or without
development in terms of sanctioned DP & DCR 1991 as in force under SRA scheme
and all and every amendments thereto from time to time and/or any future sanctioned
DP and relevant DCR or under SRA scheme in relation thereto as may come in force
and all and every amendments thereto from time to time.

“Purchaser(s)” shall mean and include any Person(s) to whom the Premises or
ancillary premises etc and/or Benefits as defined are Marketed and/or agreed to be
Marketed and sold in accordance with and pursuant to terms agreed in this Agreement.
 6

“Sale Agreements” shall mean and include an Agreement for sale as per the Model
Agreement prescribed under RERA, 2016 and the Rules and Regulations framed there
under or any other applicable as may be in force from time to time to be executed with
the purchasers for sale of premises or ancillary premises etc. and in accordance with
and pursuant to terms agreed in this Agreement.

“GST” shall mean Goods & Sales Tax.

“RERA” shall mean the Real Estate Regulatory Act as applicable in Maharashtra or
any statutory modification or amendment or re-enactment thereof and all Rules and
Regulations thereunder.

“RERA Account” shall mean designated Account to be opened by the Society in

which appropriate sums as provided under RERA will be transferred to without default
or demur and funds so transferred shall be used only in consonance with and approvals
of concerned RERA Authority.

3. DEVELOPMENT MANAGER’S CONSIDERATION

The Parties hereby agrees that the fee/consideration payable to the Society Manager in
pursuance to this Agreement and for the obligation and responsibilities set out herein of
the Development and shall pay “the Development Managers consideration” which
shall be as follows -

a. 70% of the of the Total Project Realisation/ received by the Society in form of flats
advances or any other charges as may be collected time to time from the
customers/purchasers or unit holders plus Goods and Service Tax (GST) as
applicable and which shall be as condition precedent & essence of the contract be
payable time to time and transfer/deposit to “Development Managers Account”
without any requirement for demand for the same. The Development Manager’s
consideration is for a cohesive bundle of services/obligations as detailed herein and
cannot be segregated or attributed to any service/obligation separately.

3.2 In the event of any Cancellation & Refund of Amounts to Purchaser, the arrangement
for the same and payment thereof shall be made solely by the Society and the
consideration on re-sale or fresh sale shall be the Project Realisation for the purpose
of this Agreement and amount paid towards Development Manager’s Consideration
which was out of such cancelled Flat/Premises will be treated as part of Development
Manager’s Consideration against re-sale or fresh sale.

3.3 The Development Manager alone shall Market the Premises & any other benefits on
the cost of Society in the manner as provided in this Agreement for such
consideration and price and payment terms as mutually agreed between the Parties.

4. OPERATIONS
The Development Manager shall raise quarterly bills to the Society against performing
its roles, responsibilities and obligations as mentioned in this Agreement.

4.1 It is further agreed between the Parties that the Society shall make all payments
towards statutory charges, constructions, approvals in respect to the Project arising
from the execution hereon which are due/ to be due in the current quarter or shall pay
as and when required by the Development Manager.
 7

5. The accounts and records of the Project shall be kept at site office and shall be
authenticated by statutory Auditors and copies of audited accounts by Statutory
Auditors shall be provided to the Development Manager. The Development Manager
shall be given unrestricted access by the Society for inspection of the documents
pertaining to this Agreement and for taking extracts thereof, as may be required by the
Development Manager. It is expressly agreed that [●] Chartered Accountant jointly
appointed by Parties shall, upon written request give access during reasonable working
hours on working days to documentation/ accounts/ records of the Project in respect of
all income arising from the Project, so as to ensure appropriate certification of Project
Revenue and the Development Managers Consideration, as per the provisions and
definitions of this Agreement and shall be certified by [●] on monthly basis.

6. The Society hereby agrees that all the Project related documents including bills,
receipts, contracts, insurance, bank statements, approvals etc. shall be maintained at
the site office.

7. DEVELOPMENT MANAGERS OBLIGATIONS AND RESPONSIBILITIES

AT THE COST SOCIETY

The Development Manager hereby agrees, undertakes and covenants with the Society
that following will be the roles and/or responsibilities and/or obligations and/or
entitlements of the Development Manager but at the cost and expenses of the Society:

7.1 On and from the date hereof and after grant of necessary approvals by Planning
Authority all concerned Authority as and when necessary Approvals and Business Plan
and within the timelines stated in the Business Plan at the cost of Society and on it’s
own account subject to charge for payment of unpaid Development Managers
Consideration.

7.2 To undertake all activities for sale and Marketing of Premises and Benefits of the
Project as per the Business Plan. The market rate, at which the free sale units shall be
sold, will be mutually agreed and decided by the Parties.

7.3 To construct Sales and Marketing office and sample/show flats on the Project Site for
the purpose of sales and Marketing of the units forming part of the Premises in the
Project.

7.4 To pursue and receive Project Realisations from the Purchasers of the Premises and
deposit the same in the No Lien Project Realisations Account.

7.5 To receive Deposits from the Purchasers of the Premises and to deposit same in
Deposit Account and to utilize the Deposits only for the purposes for which the same
have been taken.

7.6 The branding & implementation of the Project shall be done by Development
Manager, in the best interest of the Project and for “value addition” to ensure
maximum and smooth Project Realisations.

Provided that efficient execution of above roles and responsibilities shall always be
subject to timely supply of funds by the Society required for execution of roles and
responsibilities

8. SOCIETIES OBLIGATIONS AND RESPONSIBILITIES

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The Society hereby agrees, undertakes and covenants with the Development Manager
that following will be the responsibilities and/or obligations of the Society at its sole
cost and expenses:

8.1 Overall co-ordination with the Slum dwellers on technical and financial matters as
may be required and between various disciplines.

8.2 Settling all kind of queries or disputes arising at any stage of development.

8.3 Dealing with non-consenting slum dwellers and to carry out their eviction procedures.

8.4 Dealing, negotiating and settling with encroachers and /or various types of
encumbrances.

8.5 To settle all title related issues arising in relation to the Property.

8.6 Providing complete co-operation to the Development Manager in achieving its scope
of work efficiently and effectively.

8.7 Providing financial assistance as and when required by the Development Manager for
executing its part of scope within reasonable time as mutually agreed upon.

8.8 To make out clear and marketable title free from all claims, litigations and
encumbrances whatsoever in respect of said Property and the Project at all times at its
own costs and expenses.

8.9 To prepare the design of the Layout and the building/s (including building drawings,
elevations, façade, etc.) in the Project and the manner in which the Total FSI shall be
procured & utilised on the said Property (such that the same will meet the basic
efficiency ratio as defined herein), and provision for Common Areas and Facilities, to
be provided in respect of the building/s, in accordance with the Business Plan and all
matters incidental thereto.

8.10 To prepare the design, in accordance with Applicable Law, the Layout and buildings
plans and to submit the same to all the concerned Authority/ies though same may be in
the name of Seller [pending the Conveyance/Transfer of entire said Property as
envisaged herein] and to obtain approval of the same from Planning Authority etc;

8.11 To take all decisions and implementation of work in relation to construction of the
proposed Project (including construction and completion of rehabilitation component
where ever required to be constructed in order to get the FSI for sale on this project).

8.12 To construct and handover the buildings and Premises as per the approved plans and in
terms of the Agreement with concerned Flat Purchasers and in compliance of RERA
and other applicable statute.

8.13 To construct and develop infrastructure in the said Property as per the Common Areas
and Facilities in accordance with the Business Plan and within the timelines contained
in the Construction Schedule.

8.14 To carry out all the infrastructural work in the Building/s and the Layout including but
not limited to levelling of the land within Layout of said Property, laying of internal
roads, street lights, water storage facilities, water mains, sewages, storm water drains,
 9

recreation gardens, boundary walls, electrical sub-stations, protecting the structures

beyond the said Property (if necessary), within the agreed timelines as set out in the
Business Plan (subject to Force Majeure and/or situations beyond control) for
obtaining commencement certificate or any approval or order of any
governmental/semi-governmental authority or development of the Layout in
accordance with the Business Plan.

8.15 To identify, select and appoint architect, construction contractor, structural consultants,
RCC consultants, electrical consultants, landscape consultant, design consultant,
plumbing consultants and other consultants and professionals of repute and requisite
expertise and experience, as may be required or expedient for the Project or any part
thereof.

8.16 To engage such construction materials and equipment of sufficient quantity and quality
so as to achieve completion of the Project by the Project Completion Date (subject to
Force Majeure) in accordance with the terms of this Agreement and the Business Plan.

8.17 To adopt the right construction methodology

8.18 To take all decisions with respect to the design, aesthetics, development, quality,
amenities, facilities, lay-out infrastructure, in respect of the said Property in terms of
the Business Plan;

8.19 To appoint the architects and other consultants and professionals for the development
of the said Property and for the preparation of the designs, plans and lay-outs, for the
development of the said Property and to change such architects and other consultants
and professionals and appoint others in their place and stead.

8.20 The Society shall at it’s own costs, charges and expenses, obtain all approvals with
respect to the development and completion of the Project from all the concerned
authorities under Applicable Law including but not limited to the following:

a. MOEF viz. Environment Clearance;

b. High Rise Committee Permission for height;
c. Amendment/Revision to layout;
d. Amendment/Revision to plan sanctioned and obtained by the Society;
e. ensure that all plans and permissions/ sanctions are valid at all times (including
revalidation);
f. All other approvals required till completion of the Project.

9. PROJECT COMMENCEMENT AND COMPLETION

The Project shall be deemed complete as on the Project Completion Date upon the
occurrence of all of the following events:

a) Completion of the construction and development of the building/s, common

layout facilities, amenities, internal building roads, water storage facilities,
water mains, sewages, storm water drains, recreation gardens, boundary walls,
electrical sub-stations of the said Property in accordance with the terms this
Agreement, Business Plan and Approvals;

b) The issuance of the occupation/completion certificate/s by Planning

Authority/ies, with respect to the developed reservations or open to sky
 10

reservations as per its specifications and it’s taking over by and transfer to the
Authority concerned; and

c) The Marketing of all Premises & Benefits is being achieved.

d) The receipt of entire Project Realizations and Deposit in relation the Project on
the said Property.

e) The payment of Development Managers Consideration in full and final in

terms of this Agreement or any writings hereafter in that regards from
Development Managers confirming so.

f) The conveyance & transfer in pursuance to this Agreement, of all reserved

areas within the said Property to concerned authority with or without
development;

10. SOCIETYS REPRESENTATION AND WARRANTIES

Society hereby declares and confirm that:

10.1 The entire cost of project without limitation shall be borne and paid by the Society
alone, inclusive of all taxes, land under construction taxes, costs, charges and
expenses for obtaining all permissions, approvals, sanctions, statutory or otherwise,
IOD, CC as also payments to Municipal corporation of Greater Mumbai (“MCGM”)
and/or Slum Rehabilitation Authority (“SRA”) by way of scrutiny fees and other
fees, all deposits (whether refundable or otherwise), security deposits (whether
refundable or otherwise), premiums of any nature, and all other expenses for getting
the plans approved and sanctioned from the MCGM and other concerned authorities
(“Project Cost”). Such costs shall include but not be limited to:-

A. Management of Slum Dwellers and settlement:

(a) Payment to the individual Slum dwellers ;

(b) Rents payable to the existing Slum dwellers/society in accordance with
the terms of the Permanent Alternate Accommodation agreement to be
executed between them;
(c) Hardship allowance to the Slum Dwellers;
(d) Brokerage;
(e) Any out of pocket expense incurred;
(f) Service tax or any other taxes as may be arise out of handing over
permanent alternate accommodation to the Slum Dwellers;
(g) Cost for eviction of any non-consenting Slum Dwellers; and
(h) Settlement cost to be paid for removal of encroachment.

B. Cost of approvals:

(a) Premium for incentive FSI to be paid to the BMC, SRA or other
concerned authorities;
(b) Other premium / charges/ capitation fees or any other charges to be paid
to any corporation or any statutory authority;
(c) All mandatory sanctions, approvals, licenses and other construction
permissions (up to issuance of the occupation certificate);
 11

C. Cost of sales and marketing:

(a) Marketing cost of the Project; and

(b) Brokerage expenses.

10.2 The society’s shall at all times keep all concerned aware of the provision of this
agreement and particularly RERA Authority and Flat/Premises Purchasers by
incorporating appropriate clause in the Agreement for Sale etc to be executed by the
Society with the Flat/Purchasers in Building/s to be developed and marketed by the
Development Manager..

10.3 The society’s shall at their own costs and expenses purchase and procure the TDR free
from all encumbrances in their own name and the stamp duty and registration charges
on such agreements for purchase of TDR shall be borne and paid by the Societys
alone.

10.4 The society’s shall be liable for payment of all wages, salaries, ESIC, P.F. and other
dues of the workmen employed for the purpose of carrying out the construction work
in accordance with the provisions of all the applicable labour laws.

10.5 The Societys shall be liable to bear all types of professional fees in relation to
appointment of various types of consultants.

10.6 The Society is in peaceful vacant possession of the Property.

10.7 The Society shall maintain clear and marketable title of the Property until the
completion of the Project.

10.8 The Society shall at its cost and expenses are responsible for resolving any
disputes/claims/litigations in respect of title or approvals with relation to FSI to the
said Property that may arise during the development of the project.

10.9 The Society shall fully co-operate with the Development Manager in the entire
development process.

10.10 There is no easement, impediment, prohibition, restriction or negative covenant

running with the said Property, whereby the Society in any manner restrained,
prohibited, prevented from in any manner developing the Property.

10.11 The Property is owned by the Societys and is a non-agricultural land and can be used
for the development of the Project.

10.12 There are no mortgages and/or charges and/or encumbrances on the said Property and,
or the Project and/or the receivables to accrue and arise therefrom.

10.13 There are no pending litigations or proceedings in any court of law or tribunal or
arbitration, nor is there any attachment or injunction in respect of the Property and, or
the Project or any part thereof either before or after judgment.

10.14 The Society has not entered into any agreement for sale and/or an agreement for the
grant of development rights and/or any other deeds, documents and writings for
creation of any third-party rights in respect of the said Property and, or the Project or
any part thereof.

10.15 There is no Winding up Petition filed or pending by or against the Society before any
Competent Court.
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10.16 The Society has not commenced any sales or created any third party rights in respect to
any units and /or on the Property or any part thereof nor issued any allotment letters /
commitments and the Society further undertakes and agrees that it shall not make /allot
any sales of any units in the redevelopment scheme, save and except as may be
permitted under this Agreement.

10.17 The Society has good right and full authority to enter into this Development
Management Agreement with the Development Manager in respect of the sale area
being available under redevelopment scheme being implemented on the Property.

10.18 There are no restrictions or impediments to the Society entering into this Development
Management Agreement with the Development Manager.

10.19 There is no Decree or Order of any Court or Authority restraining the Society from
dealing with, developing or disposing of the sale area available to it under the scheme
being implemented on the said Property.

10.20 There is no prohibitory order or order of attachment of any department of income tax
for taxes or of any department of the Government, Central and/or State, local body
public authority for taxes, levies, dues and cesses in respect of the said Property.

10.21 There is no proceeding pending under the Income Tax Act, 1961 in respect of the said
Property.

10.22 The Society shall pay all property taxes, rates, duties, cesses, levies, N.A. assessments,
water charges, electricity charges, and all other amounts and outgoings payable, to all
authorities, in respect of the said Property.

10.23 The Society has not executed any agreement, arrangement, memorandum of
understanding, allotment letter, agreement for sale and any other transaction in respect
of premises in the Project.

10.24 The Society has not omitted to disclose any material facts and, or onerous condition on
the development of the Property or in respect to the Property under this Agreement
which is within the knowledge of the Society.

10.25 It is agreed between the Parties that if any undisclosed liability of the Society is
received and/or claimed against Society or against the said Property or against the
Project on the said Property then the same will be paid and/or discharged out of
balance cash flow receivable by the Society under this Agreement.

11. OTHER COVENANTS AND UNDERTAKINGS

11.1 It is agreed between the Society and the Development Manager that this Development
Management Agreement is an association between the Society and Development
Manager on principal to principal basis. The Development Manager shall develop the
Project on the said Property as an independent service provider and share the Project
as mentioned herein with the Society. Nothing contained herein shall be deemed to
create any association, partnership, joint venture or relationships of principal and agent
or master and servant, or employer and employee between Society and the
Development Manager. It is further agreed that Parties are in possession of the
Property and the Development Manager is associated with the Society for
implementing, executing and completing the Project.

11.2 It is agreed between the Parties that the Specifications and Amenities to be provided in
the Project will be approved and decided between the Parties and will form part of the
Business Plan in accordance with this Development Management Agreement.
 13

11.3 The Parties do hereby agree, confirm and covenant that implementation, execution and
completion of the Project on the Property cannot be delayed, deferred, suspended or
stopped for any reason whatsoever.

11.4 It is agreed between the parties that the Development Manager shall be entitled to co-
brand with the Society on all advertising material including advertisements in the
newspapers, magazine, hoardings, brochure and marketing material under any name
selected by the Development Manager.

11.5 It is agreed between the Parties that, due to any breach or default attributable to the
Society, (i) the Society is unable to obtain the Commencement Certificate for sale
building or (ii) if Commencement Certificate is withdrawn or cancelled or stayed after
obtaining the same or (iii) if the construction is stopped, then it shall be the sole
responsibility of the Society to settle or resolve such matter, claim or litigation at their
own cost and expense as expeditiously as possible. (iv) if the Societys have not
complied with the provision and clause particularly of RERA Authority and/or fails to
perform its roles and obligations under RERA for the purpose of the Development of
the said property. During such period wherein the development and construction work
or marketing of the Project is prohibited / stopped the liability / obligation of the
Development Manager as set out in this Development Management Agreement, shall
stand suspended and the Parties shall thereafter revise the entire Business Plan in a
manner to mitigate the consequences (commercial or otherwise) arisen by reason of
such breach or default.

11.6 During any Force Majeure circumstances, the Parties shall jointly negotiate and
resolve such matter, claim or litigation and mitigate the consequences (commercial or
otherwise) arising from such circumstances. The time period prescribed under this
Development Management Agreement for the Society shall stand automatically
extended in case of any Force Majeure circumstances.

11.7 It is agreed between the Parties that all items of plants and machinery, tools and
implements, stores and materials, that the Development Manager and/or its
contractors, workmen and other agencies may bring to the Property for the
development/redevelopment and construction of the Project shall remain the
exclusive property of the Development Manager at all times and/or entitled to
remove the same. The Society shall have no claim or lien whatsoever on any such
items of plant and machinery, tools and implements, stores and materials.

11.8 It is agreed between the Parties that the Society and the Development Manager shall be
liable to pay Income Tax and all other taxes, as applicable, to the amount/s receivable
by them from the sale proceeds in pursuance of this Development Management
Agreement.

11.9 It is agreed that the Society and the Development Manager shall be entitled to
Intellectual Property Rights in respect of their respective brands.

11.10 All the timelines herein shall be subject to Force Majeure Events.

12. CESSATION OF THE AGREEMENT

12.1 The Development Management Agreement will come to an end on the occurrence of
any of the following eventualities:
 14

12.1.1 On completion of construction of the entire Project and on sale of the

saleable area; or

12.1.2 In case of any breach which is not remedied by the defaulting party in
accordance with clauses mentioned in this Agreement

12.1.3 A bankruptcy, assignment for the benefit of creditors or dissolution occurs

with respect to the Society or the Development Manager; or

12.1.4 The Project or a portion thereof is damaged by casualty or the Project or a

portion thereof is condemned; or

12.1.5 The Parties hereto agree that save and except as set out in hereinabove
neither party shall terminate the Agreement for any other reason
whatsoever.

13. DISPUTE RESOLUTION

13.1 All disputes, claims and/or questions of whatsoever nature which may arise with
respect to this Agreement between the Parties hereto and/or any disputes, claims
and/or questions of whatsoever touching or relating to or arising out of this
Agreement or the construction or application thereof or any clauses or thing
herein or therein contained or in respect of the duties and obligations of either
Party thereunder or as to any act or omission of any Party or as to any other
matter in anywise relating to this Agreement or the rights, duties and liabilities
of either Party under this Agreement shall be referred to arbitration by
_________ and failing him by _________ or any other person as mutually
acceptable and in event of disagreement the party invoking Arbitration will be
entitled to approach High Court at Bombay for appointment of Sole Arbitrator.
The place of arbitration shall be Mumbai. The arbitration shall be conducted in
accordance with the provisions of the Arbitration and Conciliation Act, 1996 or
any re-enactment or statutory modification thereof. The language of arbitration
shall be English. The decision of the arbitrators shall be final and binding on the
Parties. The arbitrators shall have wide powers including (a) to dispense with
pleadings and oral arguments and conduct a ‘documents-only’ arbitration; (b) to
act as amiable compositeur and ex aequo et bono; (c) to give interim awards,
interim directions and interim orders; (d) not to give any reasons for their
award; and (e) use their personal knowledge of the matter.

13.2 It is mutually agreed that the courts in Mumbai shall have exclusive jurisdiction
in respect of any matter arising out of or in relation to the aforesaid arbitration
agreement, or otherwise, if occasion arises.

13.3 Pending adjudication of the dispute by the arbitrators, the payment of

Development Managers Consideration and for the purpose to make payments
the construction and development work & marketing of the Project as per
sanctioned plans and the Business Plan shall continue in accordance with this
Agreement without prejudice to the rights of the Parties in the arbitration
proceedings and damages & other reliefs in such proceedings provided always
that this provision will be subject to and not come in way of any contrary ad-
interim / interim orders or conditional order/s as may be passed in the arbitration
proceedings.
 15

14. NOTICE

It is agreed that any notice to be given to a Party shall be considered to be duly served,
if sent by Registered Post A.D. or if delivered at the following address of the other
Party :-

Society : ____________
Attention : ________________________

Address : ______________________________
Email : [●]

Development Manager : ____________

Attention : _____________
Address ______________
Email : [●]

If any Party desires to receive notice at some other address, such Party shall notify in
writing to the other of such change. In that event, the notice shall be given at the
changed address.

15. MISCELLANEOUS

15.1 This Agreement shall be governed by and construed in accordance with the laws of
India. In the event of any dispute, controversy or claim relating to the validity,
construction and/or performance of this Agreement shall be referred to the courts at
Mumbai.

15.2 The Parties do hereby agree and confirm that this Agreement supersedes all prior
understandings (whether Written or Oral) with respect to the subject matter of this
Agreement. The provisions of this Agreement will not be amended or modified
without the express written consent of parties hereto. Neither party shall be entitled to
claim waiver of any of the terms of this Agreement without such written amendment
or modification as the case may be.

15.3 The parties hereto do hereby agree and confirm that this Agreement is executed in
duplicate all of which will be original. The Parties shall forthwith upon execution
hereof admit execution of this Agreement before the concerned Sub-registrar of
Assurances and register the same. The registered copy shall be retained by the
Development Manager and the Society shall have one copy each.

15.4 It is agreed that the Society shall bear and pay stamp duty and registration charges and
all or any other tax, cess or levy as made applicable / claimed by any authority in
respect of this Agreement and any other Agreement, documents and writing executed
pursuant to this Agreement Each party shall bear and pay the costs of their respective
Advocates & Solicitors.

IN WITNESS WHEREOF Common Seal of the parties hereto have hereunto affixed on the
day and year first hereinabove written.

THE SCHEDULE ABOVE REFERRED TO:

All that piece or parcel of land bearing _______________________________ situated at

Village _________, Taluka __________, in the Registration District and Sub-district of
 16

Mumbai City and Mumbai Suburban having approximate area of _________ including
utilization of all potential floor space index (FSI) and other benefits arising out of the piece
and parcel of land and bounded as under:

On or towards the North : [●];

On or towards the South : [●];
On or towards the East : [●]; and
On or towards the West : [●]

SIGNED AND DELIVERED ]

by the withinnamed Society ]
]
through its Chairman & Secretary ]
Mr. ______________ ]
And ______________
In the presence of …………………… ]
1.
2.
SIGNED AND DELIVERED ]
by the withinnamed Development Manager ]
M/s. ____________________ ]
through the ___________ ]
___________________ ]
in the presence of …………………… ]
1.
2.