BUSINESS PARTNERSHIP AGREEMENT

This BUSINESS PARTNERSHIP AGREEMENT (the “Agreement”) is made on the ____

day of ------2021 (“Effective Date”) at Panchkula:

BY AND BETWEEN:

Lamane Infrastructure PvtVT. LtdTD through its authorised signatory Mr Priyadarshi

Mehta
a private limited company incorporated under the laws of India with CIN
__________________ and having its corporate office A-74, Defence Colony, New Delhi –
110024
(hereinafter referred to as the "Party 1" Or LIPL which expression shall unless repugnant to
the context or meaning thereof mean and include his/her heirs, executors and permitted
assigns) OF THE FIRST PART;

AND

Scholar Alley Private Limited, a private limited company incorporated under the laws of India
with CIN U74999DL2017PTC321608 and having its registered office at 184, Ram Vihar, Main
Road, Shahdara Gate No. 3, Delhi (East), Delhi 110092 hereinafter referred to as “Party 2” or
“SAPL” (which expression shall, unless it be repugnant to the context or meaning thereof
deemed to mean and include its affiliates, successors and permitted assigns) OF THE SECOND
PART.

Party 1 and Party 2 are hereinafter collectively referred to as the “Parties” and individually as
the “Party”.

WHEREAS:

A. Party 1 is the sole, absolute and rightful owner and is in possession of the Commercial
property Tower of project namely Imperial heights, having four floors (Ground Floor,
First Floor, Second Floor and Third Floor) on main Mussoorie Road, Dehradun,
Uttrakhand. The said Commercial Complex is duly approved from MDDA on dated
29.08.17 and is also registered under RERA, bearing registration number
UKREP09170000011. ‘

B. Party 2 approached Party 1 to utilize first, second and third floor of the commercial
complexat piece and parcel of land bearing ---- admeasuring --- square yards for
hostel services more particularly described in the Schedule I hereto and hereinafter
referred to as the “Property”;

C. Party 1 and Party 2 by virtue of having a common objective have formed the presenta

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 Business Partnership arrangement to provide the Hostel Services from the Property;

D. Party 1 represents that in respect of the Property, it has valid and subsisting
approvals/permits/licenses required from competent authorities as applicable to a
lodging facility/hostel as required under municipal/state regulations that are
necessary for the conduct of Permitted Business from the Propertysame has been
approved as commercial complex for which completion certificate has also been
obtained. Party 2 has seen the said approval in its due and diligence and is satisfied
with that.

E. The parties have agreed to enter into a Business Partnership Arrangement on the
following terms and conditions which shall be restricted only to this Property. and
either party has any rights or interest or claim in the other party’s business activities,
assets and other aspects by virtue of this Agreement ;

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE
PARTIES HERETO AS FOLLOWS:

1 GRANT OF BUSINESS

1.1 On and from the Effective Date, in consideration of Fees hereby reserved and of the
covenants herein contained on the part of Party 2 to be paid, observed and performed,
Party 1 does hereby demise unto Party 2 exclusively the Property (along with sub-letting
rights for long stay accommodation) with the right to use, the common passages,
staircases, entrance and exit, installations for power, light, sewage, power facility, etc.
for the purpose of conducting its Hostel Business (Permitted Business).

1.2 Party 1 agrees, affirms and acknowledges that during the period of Agreement, if due
to any reasons whatsoever, including but not limited to any portion of Property
deemed un-operational owing to any regulatory, legal, structural or any similar issues;
the agreed fee per bed and the relevant security deposit shall be adjusted downwards
prorated to the area unavailable to conduct Permitted Business.

1.3 If Party 1 is unable to offer vacant and peaceful possession of the Property for any
reasons whatsoever within 15 30 days from the Effective Date, Party 2 shall have the
sole and absolute discretion to terminate this Business Partnership Agreement and
demand a full refund of the Security Deposit and Fees paid until date. Party 1 shall
refund such amounts without any deductions whatsoever and such period will be
extended in case any lock down by government remains in force during this period.

1.4 During the validity of the Agreement, Parties agree to create, offer or allow limited third
party rights in the form of leave and license, admission and similar rights in the nature
of temporary accommodation rights in favour of students/guests in the course of
conducting its Permitted Business however SAPL can not create any third party right in
this agreement with respect to handing over the entire management to a new entity
without the consent of LIPL..

1.5 It is clarified and understood by Parties that the Property shall be used for ‘residential
dwelling’ purpose only exclusively to male/female guests. If any GST liability becomes

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 due/occurs, the parties shall mutually agree on the share of such duessame shall be
payable by party 2 only along with interest and penalty, if the same gets levied later on.
SAPL agrees to indemnify the LIPL for any liability or proceedings which may get
initiated on account of GST or any other tax liability which is to be paid by SAPL..

1.6 Within 30 days from the Effective Date, the Parties shall proceed to registration of the
Agreement with the relevant Sub-Registrar of Land and Assurances. The registration
and stamp duty costs will be borne equally by both the Parties.

2 APPROVALS FROM COMPETENT AUTHORITY

2.1 Party 2, shall obtain all trade licenses/Approvals that are required to conduct Permitted
Business from the Property and the Party 1 shall extend necessary co-operation in
obtaining such Approvals as required from the owner of the Property.

2.2 Party 1 represents that it has and shall maintain all Approvals in respect of the
Property, its occupation completion certificate, fire-safety NOC etc. and same has
already been provided by the Party 1 to Party 2. However necessary renewal of these
approvals will be done by Party 2 only at its own costs. Necessary cooperation in this
regard will be extended by Party 1 in this regard to Party 2.

2.3 For the purposes of this Agreement:

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2.3.1 “Approvals” shall mean any permission, permit, license, clearance, sanction,
consent, grant, certificate, authorization as applicable to a guest-house/lodging
facility/hostel as required under all and any local municipal regulations from any
Competent Authority;

2.3.2 “Competent Authority” shall mean and include any Central or State or Municipal,
judicial, quasi-judicial, government or semi-government authority, body,
MCD/MDDA/department, police, agency or instrumentality (whether statutory or
otherwise) having authority or jurisdiction over the Leasehold Premises or conduct of
Permitted Business.

2.4 Party 2 shall be solely liable and responsible to obtain all permissions or license required
for running of such business from any local or municipal authority, and to strictly follow
the municipal bye-laws including the rules and regulations framed by DDAMDDA/MCD
or any other authorities with regard to the use of said user of the Property, fire safety
norms etc. Party 2 shall make all endeavors not to cause any kind of environmental
pollution and Party 1 shall not be responsible in this regard.

2.5 Part 2 shall not do a cause to be done any act of activities of illegal, immoral or unsocial
nature in the Property nor shall use the premises for any purpose which in any manner
not permissible in law or which may create nuisance or inconvenience to the other
occupants of the building or to the other resident of the locality. Party 2 shall ensure
that its students or other occupants of hostel shall do not unnecessarily enter in
residential premises which is behind the said commercial residential complex or create
any disturbance to residents of that society.

2.6 In case the Party 2 is prevented from using the Property by any Competent Authority:

2.6.1 due to change in applicable laws, either Party shall be entitled to terminate this
Agreement and Party 1 shall forthwith refund Security Deposit and
unadjusted/advance Fees paid if any until date without any deductions whatsoever;

2.6.2 In addition, the Party 1 shall be liable to pay, on demand, one-time liquidated
damages equal to 50% of the agreed monthly share for the remaining period or
three months whichever is higher.. Party 2 affirms and acknowledges that such
liquidated damages are a genuine pre-estimate of damages and are not penal in
nature.

2.6.3 Parties shall agree to facilitate visits to the Property for inspection from time to time
before Premises Handover.

3 PREMISES HAND-OVER, REFURBISHMENT

3.1 Party 1 commits to achieve Premises Handover on or before –………..---or such other
date as may be mutually agreed between the Parties in writing (“Handover Date”). Prior
to achieving Property Handover, Party 1 shall fulfill certain conditions precedent
towards refurbishment and enhancement of the building infrastructure (viz. civil,
structural, electrical works etc.) as per recommendations of Party 2 (“Renovation
Plan”):

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3.1.1 Civil Works. Party 1 Provide flooring in the property (As per Party 2 design and
Specification) and reimburse Rs.12 lakhs in lieu of washroom work (reimbursement of
12 lacs is to be done before completion of work, it can not be a condition of
handover); Flooring can be done after sigining of LOI and receipt of deposit for one
month security)

3.1.2 Seepage Treatment. Any seepage in the Property has to be treated and fixed;

3.1.3 Water Capacity. Minimum 25000 17,500 liters required in the Premises;

3.1.4 Electricity. ---100 KW electricity load to be provided in the Premises, which will be
applied and will be obtained within 45 days from handover date;

3.1.5 Approvals. All approvals pertaining to the Property;

3.2 In case Party 1 is not able to achieve Premises Handover on or before Handover Date
for any reasons whatsoever, Lessee Party 2 shall have the sole and absolute discretion
to either extend the Handover Date or terminate this Agreement and demand a full
refund of the Security Deposit and advance Fee, if any, paid until such date and Party 1
shall refund such Security Deposit in full and without any deductions within 15 days of
such demand.

3.3 Time shall be of the essence for the performance of Party 1’sboth parties obligations
under this Clauseagreement.

3.4 Notwithstanding the recommendations of Party 2, Party 1 acknowledges that it is not

holding itself to be a consultant or an expert in the construction industry and Party 1
agrees that Party 2 shall not at any time whatsoever be responsible for any demand,
claim, action, damage, loss, liability or expense brought or incurred as a result of any
injury to any person or damage to any property arising from any civil or structural
defects (viz. civil, structural, electrical works etc.) thereto.

3.5 Parties shall proceed to Fit-Out Period only upon successful acceptance of Premises
Handover by Party 1.

4 FEE FREE PERIOD

4.1 Post completion of Premises Handover, Party 2 shall be entitled to a free period of at
least 90 days therefrom Handover Date (“ fee free period); for the purpose of carrying
out fit-outs (“Fit-outs”).

4.2 During the Fit-Outs, Party 2 shall at its own cost and expense, renovate, furnish, equip
and decorate the Premises including existing common areas, facilities, FFE as it may
deem fit. All utilities charges like electricity and water etc. provided to Party 2 during
fitout shall be payable by Party 2 to party 1. Party 2 shall ensure that during this fit-out
work, it does not create any disturbance to residents of residential society behind
commercial tower and no hindrance is created for occupants of ground floor or their
customers.

5 COMMENCEMENT OF OPERATIONS

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5.1 During the period between Handover Date and Fit outs, the Party 2 shall be entitled to a
Fee free period.

5.2 Subject to Premises Handover and valid and subsisting building related Approvals and
the necessary Fit outs, Parties shall commence operations, i.e., initiate conduct of its
Permitted Business on and from 01 August 2021 (“Commencement Date”). Party 2’s
liability to pay Fee shall trigger only from the Commencement Date. However if there is
any delay on account of Party 2 in completion of fitouts, party 2 liability to pay fee will
commence after 90 days from premises handover.

6 TERM OF AGREEMENT

6.1 Term

6.1.1 This arrangement shall be for a period of 9 years commencing from the
Commencement Date, subject to the earlier termination thereof in accordance with
this Agreement (“Lease Period”).

6.1.2 The Parties shall proceed to Commencement Date only upon successful acceptance
of Premises Handover. and provided valid and subsisting Approvals are in place on
the Commencement Daten.

6.2 Lock-In Period. On and from the Effective Date and until the period of 48 (Forty Eight)
months from Commencement Date shall be a lock-in period (the “ Lock-in Period”) for
either Party where either Party shall not be entitled to terminate this Agreement
except upon breach of this Agreement by the other Party.

If the Agreement is breached by Party 1 , then it will be liable to pay 100 % of

business revenue share/fee Amount as per clause 7 below that is due for the period
remaining unexpired period of lock in to Party 2

and

If the Agreement is breached by Party 2 , Then it will be liable to pay 50 100 % of

Business Revenue Share/fee amount as per clause 7 below that is due for the
remaining unexpired period of lock in to Party 1.

7 FEE, SECURITY DEPOSIT AND OTHER CHARGES

7.1 Fee

7.1.1 With effect from the Commencement Date, Party 2 shall share a fee with Party 1 an
amount of Rs.-166.66 per man day for 3000 man days on a monthly basis as
REVENUE SHARE (“Fee”) amounting to Rs. 5,00,000/- per month (excluding electricity,
water charges or any other governmental taxes, if any, applicable prior to or after
execution of this Agreement). In case of any Force majeure or Lock down situation
occurs monthly Fee will be reduced to 35%.

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7.1.2 The Fee shall be escalated after the expiry of every 3 years from Commencement Date
at the rate of 10% on the last paid monthly Fee.

7.1.3 The total Revenue Share payable in a month will be for 3000 man days fixed meaning
thereby minimum guarantee will be @ Rs. 5,00,000/- per month. to party 1
iIrrespective of number of days in the calendar month or occupancy achieved by the
Party 2 in hostel services.

7.1.4 Fee shall be paid on or prior to 7 th day of each month. Fee shall be paid through
RTGS/NEFT transaction into the following bank account of Party 1.

Beneficiary (Party 1) Name:

Account Number:
Bank Name:
Bank Address:
IFSC Code:

7.1.5 Party 2 shall be entitled to withhold tax at source from the Fee payable to and furnish
TDS certificate(s) as required in accordance with applicable laws.

7.1.6

7.1.7 7.1.5 If there is a delay on account Party 2 beyond 7 days from the due date of
payment of fee, interest @18% per annuam will be payable on the period of delay by
Party 2 to Party 1.

7.2 Utility Payments

7.2.1 Party 2 will directly discharge all monthly electricity, gas and water charges etc. at
actuals as per electricity, gas and water bill etc. raised by the respective authorities
commencing from Premises Handover (subject to receiving the copies of all dues paid
by Party 1 till this date).

7.2.2 In respect of other utilities supplied by Party 1, Party 2 shall discharge operational
expenses incurred towards such facilities at a pre-determined rate mutually agreed in
writing with Lessor..

7.3 Advance Deposit .Party 2 sShall pay 43 months fee as advance paymentSecurity deposit
amlounting to Rs. 15 lacs and one month fee amounting to Rs. 5 lacs as advance fee to
Party 1 on signing of this Agreement. Advance fee which will be adjusted from the
notice period fee of 34 months for termination and security deposit will be refunded
simultaneously on handing over of vacant possession after adjustment of statutory dues
(if any) and other payables as per this agreement by party 2 or party 2 providing proof
of payments of such charges till date of possession handover to party 1...

7.4 It is further agreed between parties that in case there is damage to property at the time
of vacation of property due to expiry or termination of agreement, cost for same will be
deducted from the security deposit as mentioned above.

7.4 Upon termination of this Agreement and simultaneously Parties takes up their
respective possession, the securityadvance deposit, if left with party 1 shall be paid

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 back to Party 2 within 15 days simultaneously of taking their respective possession. In
case of delay in payment of Security, Party 1 shall be liable to pay interest @ 18% per
annum for the period of delay. Any dispute in this regard shall be dealt as per the
termination clause stated in this Agreement.

8 COVENANTS FROM PARTY 1:

8.1 Ownership, Peaceful and Vacant Possession, Non-Disturbance. During the Agreement
Period, Party 1 shall ensure that:

8.1.1 Party 1 remains the sole and absolute owner of all right, title and interest of the
Property and shall continue to ensure that the Parties have un-encumbered, peaceful
and vacant possession of the Premises together with all Approvals in accordance with
applicable laws.

8.1.2 so long as Party 2 is compliant with Approvals to operate the Permitted Business
under the applicable laws, Party 1 shall not interfere in the day –to-day operation and
management of the Property.

8.1.3 its staff, authorized representatives, any third parties, lease or leave & license holders
at the Premises do not interfere in any manner whatsoever that adversely affects
Party 2’s ability to conduct Permitted Business;

8.1.4 Party 2 can peaceably and quietly manage and operate the Permitted Business free
from any hindrance, molestation, eviction or disturbance by Party1 or by any Person
through whom Party 1 derives its title to or right to occupy and use the Premises or by
any other Person claiming an interest by, through or under Party1 including but not
limited to banks or other financial institutions or sources (“Creditors”). Party 1 shall, at
its own expense, undertake and prosecute any appropriate action, judicial or
otherwise, to assure such peaceful and quiet possession, management and operation
by Party 2.

9.1 Iin case Party 1 proposes to sell/encumber/mortgage its right, title and interest in the
Premises, whereupon Party 1 shall ensure that such sale/encumbrance/mortgage is
subject to this Agreement and Party 2 continues to retain unhindered and continuous
peaceful and vacant possession of the Premises. It is agreed that LIPL can
transfer/assign its rights in premises to any third party either in parts or as a
whole. In the event of transfer LIPL shall ensure that the future owner or
successor-in-interest of premises shall be bound to abide by the terms of this
Agreement. Further, in such events, Party 2 shall not be discharged from all or any of its
liabilities arising out under or in relation to this agreement and from the date of such transfer,
assignment Party 2 shall remain under the obligation to adhere the prospective party on the
same terms and conditions as mentioned in this agreement. The respective assignment
agreement / adherence agreement shall be enter and executed by and between parties.

In case of any sale to third party, Party 2 shall have the right but not the obligation to
terminate this Agreement.

8.2 Party 1 shall observe and perform the following covenants and conditions:

8.2.1 Party 1 shall ensure that all building related Approvals for Premises during shall be
kept valid and subsisting;

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8.2.2 Party 1 shall pay the property tax in respect of the Premises. In the event of failure,
Party 2 will not be held responsible and the possession of the said Premises should
not be disturbed;

8.2.3 Party 1 shall get the comprehensive pest control treatment done for termites and
any other pests (if required) which may damage the woodwork at the premises
before handing over the same to Party 2. However later on maintenance will be
done by party 2 only.

9 COVENANTS FROM PARTY 2

9.1 Party 2 covenants as follows:

9.1.1 Party 2 shall promptly pay to Party 1 basis per man day payable by it under this
Agreement;

9.1.2 upon Party 1’s reasonable request, Party 2 shall give reasonable access to Party 1’s
representatives to access the Premises for safety inspection purposes;

9.1.3 any dispute or legal liability arising from the action of the occupants/
students/employees of Party 2 shall be the responsibility of Party 2;

9.1.4 operating expenditures relating to upkeep of Premises and common facilities including
both lifts shall be the responsibility of Party 2. It shall also maintain façade and
exterior of building in decent manner and keep all the common equipment’s in
working condition.

9.1.5 Party 2 shall not make any alterations or additions to the Premises of any nature
whatsoever without Party 1’s prior written consent, which consent shall not be
unreasonably withheld, provided however such alterations or additions are in
accordance with the sanctioned plans and applicable laws and does not pose any risk
to structure/look of the premises;

9.1.6 Party 2 can not take any loan by creating any kind of mortgage or charge on the basis
of premises.
9.1.7 The employees of Party 2 shall be on the rolls of Party 2 and Party 2 shall be liable
for any claims made by its employees and shall keep party 1 indemnified against
any claim made by employees of Party 2 with respect to any statutory liability or
obligations.
9.2 THE party 2 shall be responsible for statutory compliances / permit / permission /
approval, including requirements of PFA and all labour laws as required for running
of the business of the Party 2. THE party 2 shall be solely responsible for any
complaint/action initiated by any customer/student regarding the services provided
by Party 2. Further Party 2 shall be solely responsible for any untoward happening
or any incident happening at the premises and it has to insure adequate cover for
third party liability above said events and keep Party 1 indemnified in this regard.
9.2.1 That Party 2 shall not carry on or permit to be carried on in the premises or any
part thereof, any activity which is unlawful or obnoxious nor shall the party 2 store
any goods of hazardous or combustible nature in premises except those permitted
under law for daily use.

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9.2.2 That in case any criminal or civil action is instituted by any authority, court, civic
body, agency, person etc. on account of any act, deed or thing done in
contravention of law by Party 2 in premises including any action or tampering of
electricity meter, seals affixed thereupon and theft of the electricity, in that event
the entire civic and criminal liability for the same shall be of Party 2 exclusively. In
case any fine, penalty etc. is imposed by any authority on account of the foregoing,
in that event party 2 shall be liable to satisfy/pay the same and indemnify Party 1
in this regard.
9.2.3 Party 1 will provide only water point for sprinklers and fire amenities of common
area. Party 2 has to do all fire requirements in its premises as per statute at its
own cost. Further it has to ensure that all these equipment’s etc. are in working
order and maintained.
9.2.4 Party 2 will ensure that it does not block or do any activity in common area which
interfere with the usage of common area by other occupants of building.
9.2.5 Party 2 agrees to indemnify and hold the party 1 harmless from all the claims,
damages or liabilities. or actions arising out of Party 2 obligations in respect of its
business or any loss arising from any breach or default in performance of any of the
obligations of Party 2.

10 REPRESENTATIONS AND WARRANTIES

10.1 Each Party represents and warrants to the other Party that:

10.1.1 the necessary power and authority to enter into and perform this Agreement and its
obligations under this Agreement are valid, binding and enforceable in accordance
with its terms and it has taken all corporate and other actions required for the
execution of this Agreement;
10.1.2 the execution, delivery and performance of this Agreement does not and will not
violate or exceed (a) any power or restriction granted or imposed by any order,
judgment or decree of any court or governmental authority by which such party is
bound, (b) any agreement which is binding upon such Party or its assets, or (c) any
applicable law; and
10.1.3 the terms of this Agreement are legal, valid and binding obligations which are fully
enforceable against such Party.
10.1.4 Each party shall be responsible for their respective tax liabilities ands statutory
requirements and keep the other party indemnified in this regard.

11 TERMINATION AND CONSEQUENCES

11.1 Termination by mutual consent. The Parties may terminate this Agreement upon the
earlier occurrence of:

11.1.1 only upon mutual consent by giving three months’ notice in writing and on such terms
and conditions as the Parties mutually agree in writing. During the Lock-In Period, in
absence of mutual consent in writing, either Party cannot terminate this Agreement
unilaterally;

11.1.2 upon expiry of the Term, unless renewed prior to such expiry.;

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11.2 Termination by Party 1. Notwithstanding anything to the contrary contained herein
(including Lock-in Period), and without prejudice to the rights available to Party 1 under
this Agreement, law, equity or otherwise, the following events shall be considered
events of default by Party 2, and Party 1 shall be entitled to terminate this Agreement if:

11.2.1 winding up/insolvency proceedings are admitted against Party 2;

11.2.2 if Party 2 fails to pay fee for any consecutive two hree (23) months other than under
Force Majure;

11.2.3 failure of Party 2 to use the Premises for the Permitted Business and/or breach of any
applicable laws that has a material adverse effect.

11.3 Termination by Party 2. Notwithstanding anything to the contrary contained herein

(including the Lock-in Period), and without prejudice to the rights available to Party 2
under this Agreement, law, equity or otherwise, the following events shall be
considered events of default by Party 1, and Party 2 shall be entitled to terminate this
Agreement if:

11.3.1 Any Approval/License of the Property is not obtained and not shared with Party 2;

11.3.2 Any Approval/ License of the Property is suspended, withdrawn or terminated

which affects conduct of Permitted Business;

11.3.3 if any common area facilities, premises, enclosures within the Premises are sealed or
permission to use such facilities is withdrawn by a Competent Authority for any
reasons whatsoeverdue to default of Party 1;

11.3.4 if the Premises contains patent or latent defects in the structure, facade or MEP which
are discovered at a later stage after the Commencement Date and that poses a danger
to the occupants or impedes operations and performance of the Permitted Business (if
certified by a qualified surveyor or if notified by a Competent Authority) and the Party
1 is unable to rectify for any reasons whatsoever, such defects within time-limit
prescribed by such Competent Authority or within a reasonable time period of 45 days
(forty five days) from the date of receiving a notice in this regard;

11.3.5 if Premises Hand-Over is not completed within the stipulated period or Premises
Hand- Over is not done;

11.3.6 if the Party 1 aborts or threatens to abort or suspend performance of its obligations
in terms of this Agreement;

11.3.7 in case an insolvency or winding up petition against the Party 1 is admitted by a court
of competent jurisdiction;

11.3.8 if there is any material continuing/subsisting breach of the performance of Party 1’s
obligations that affects the Party’2 ability to conduct Business from the Premises or if
the Party2 is unable to have exclusive control over the management and operation of
the Premises, including but not limited to circumstances where third parties, other
interest holders or Party 1’s representatives interfere with the operation of the
Permitted Business. (We don’t have any obligations under agreement except to
provided licenses, further all licenses will be provided in starting, later on renewal of

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 licenses will be responsibility of party 2, however all documentary and other support
will be provided by the party 1.

11.4 Notwithstanding Party 2 Lock-in Period, if as a result of any breach of the terms and
conditions of this Agreement by Party 1, Party 2 is unable to use and occupy the
Premises during the term of this Agreement, then Party 2 shall issue a notice to Party
1 requesting Party 1 to rectify the breach within a period of 30 (thirty) days from the
date of receipt of the notice by Party 1, and in case, Party 1 fails to rectify the breach
within said 30 (thirty) days, then Party 2 shall, at its sole discretion, be entitled to
terminate the Agreement.

11.5 At any time after Party 2 Lock-in Period, Party 2both the parties shall be entitled to
terminate this Agreement by giving 3 (three) months calculated after the Lock-In period,
notice to other party Party 1 (the “Notice Period”). Provided however, it is clarified that
during this period, Party 2 shall continue to be liable to pay to Party 1 the Fee payable
under this Agreement.

11.6 Consequences of Termination

11.6.1 Any termination shall be without prejudice to any rights and remedies of the Parties;
and termination shall not by itself affect or discharge any rights, obligations and
liabilities accrued or incurred prior to or upon termination.

11.6.2 Upon termination all amounts due and owed between the Parties shall become
immediately due and payable.

11.6.3 If the Party 2 vacates or shuts down the Premises and is otherwise not traceable for a
period of 30 (thirty) days without notifying the party 1 and the Party 1 is satisfied that in
the circumstances, the Party 2 may not return, the agreement shall stand automatically
terminated and the Party 1 shall have the right to re-enter the Premises without any
prejudice to the Party 1 right to claim its dues as and when the Party 2 becomes
traceable. Upon termination, the Party 2 shall not have any right, interest or claim on
the use of the Premises or the goods equipments etc. lying in the Premises.

11.6.4 After termination or expiry of agreement, If Party 2 fails to handover possession of

premises to party 1, then Party 2 will be deemed to be in unauthorized occupation of
premises and will be liable to pay damages @ 5035,000/- per day for the period of
default.

12 INDEMNITY

12.1 Each Party shall indemnify, defend and hold harmless the other Party and its affiliates
and its and their respective officers, directors, employees, agents and other
representatives from and against any losses incurred by the non-defaulting Party and
against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid

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 in settlement relating to or arising out of any inaccuracy in or any breach of this
Agreement or any representation or any warranty or covenant by such Party hereunder.

13 FORCE MAJEURE

13.1 In the event of war or civil war (whether declared or undeclared) or armed conflict,
invasion and acts of foreign enemies, blockades and embargoes of any kind, civil unrest,
any act of terrorism. Lightning, earthquake or extraordinary storm, fire and flooding,
strikes or lock out, pandemic, acts of Government or local authority or regulatory body (
FORCE MAJEURE EVENT), prevents a party (Affected party) from complying with any of
its obligations under this Agreement, the Affected party shall be excused for its
performance. During the Force Majeure Event, Party 2 will not make any payment of
fee till such time the situation is restored and the same will not be claimed by Party 1 in
whatsoever manner. However lockdown by government is not part of force majeure,
and liability of party 2 to pay fee will be as determined above in the agreement.

13.2 Similarly if for the Force Majeure Events, the Premises are rendered unusable and Party
1 fail to make the Premises usable again within thirty (30) days from the date of
intimation from Party 2 of the Premises having become unusable, Party 2 has the right
to terminate this Agreement irrespective of whether the lock-in-period has expired or
not, forthwith without giving any notice and the Security Deposit shall be refunded
within 15 days to Party 2 without demur or protest.

14 REPRESENTATIONS AND WARRANTIES

14.1 Each Party represents to the other Party that:

14.1.1 it has full corporate power and authority to sign, deliver and perform this Agreement
without having recourse to any other person(s) and no consent or approval of any
third party is required thereof;

14.1.2 that the signature and delivery of, and the performance and consummation of the
transactions hereby contemplated by this Agreement have been duly authorized by all
requisite corporate action. This Agreement constitutes valid and legally binding
obligations enforceable against it in accordance with the terms hereof.

14.1.3 that the signature, delivery and performance of this Agreement does not violate any
provisions of Applicable Laws, judicial order or judgment or result in the breach of the
terms of Memorandum of Association or Articles of Association of such Party.

14.1.4 that it is not precluded or restricted by the terms of any contract, agreement or other
instrument from entering into this Agreement and executing the documents and
agreements provided for herein or the consummation of the transactions
contemplated hereby.

14.1.5 that it is solvent and in a position to meet its obligations under this Agreement and is
not a party to any scheme of rehabilitation or reconstruction.

14.1.6 that its obligations herein shall be legally valid and binding on it in accordance with
the terms hereof for the Term; and

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14.1.7 that it has the necessary expertise, experience and manpower to effectively fulfil its
obligations under this Agreement.

15 CONFIDENTIALITY

15.1 Each of the Parties shall at all times use its best endeavours to keep confidential and
not use or disclose (and procure that its authorized representatives, respective
employees and agents keep confidential and not use or disclose) any confidential
information in relation to the Business or the Premises, this Agreement or the other
Party or its respective clients, customers or suppliers which it or they may acquire
except:

15.1.1 with the prior written consent of the other Party;

15.1.2 in accordance with an order of a court of competent jurisdiction or order of a

competent governmental body acting with lawful authority, to rules or regulations of
any relevant regulatory body;

15.1.3 where the information is in the public domain, other than by reason of any willful act
or negligent act or omission of either Party (or their agents or employees); or

15.1.4 where the information was already within the knowledge and possession of and used
by the Party in the ordinary course of business prior to the time of the disclosure.

15.2 All confidential information shall at all times remain the property of the Party
supplying such information and shall be returned to such Party by the Party receiving
such information promptly upon the termination of the purpose for which such
information was supplied. Nothing herein shall be construed to detract or deviate
from any Party's right to protection of its confidential information accorded by any
statute or Applicable Laws.

16 INTELLECTUAL PROPERTY RIGHTS OF OWNER AND MANAGER

16.1 During the Term, the Premises Commercial Complex shall at all times be known and
designated by the trade name ‘------‘Imperial Heights ’. or such other derivative of
such trade name or any other name as may be selected and approved by Party 2 in
writing.

16.2 It is clarified that upon Termination, Party 2r shall be entitled to remove all signage’s,
equipment and supplies, advertising, promotional or sales literature displaying Party 2
IP Rights from the Premises.

16.3 Both Parties affirm and acknowledge that none of Party 2 IP Rights are being granted,
licensed to the Owner under any conditions whatsoever during the Term of this
Agreement or otherwise.

16.4 Both Parties agree if required they use each Trade Name/Brand Name /Logo for
whatever purpose with prior approval of each other.

17. NOTICES

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 Any notice or other communication that may be given by one Party to the other shall
always be in writing and shall be served either by (i) hand delivery duly acknowledged;
or (ii) sent by registered post with acknowledgment due; or (iii) by Courier, or (iv) by e-
mail, at the respective addresses set out herein below or at such other address as may
be subsequently communicated by one Party to the other in writing by 3 (three) days by
prior written notice as set out herein

Business Partner 1:
Address:
Attention:
Designation: Party 1
E-mail:

Business Partner 2 : Scholar Alley Private Limited

Address:
Attention:
Designation: Party 2
E-mail

18 MISCELLANEOUS

18.1 Entire Agreement. This Agreement along with the Schedules and Annexures hereto
contains all the terms and conditions of the Agreement between the Parties and
supersedes all other former writings between the parties, if any. No alteration, variation
of or addition to this Agreement shall be of any force or effect unless it is in writing and
signed by both Parties.

18.2 Neither party will be deemed to be an agent of the other party as a result of any act
under or related to this Agreement, and will not in any way pledge the other Party's
credit or incur any obligation on behalf of the other Party.

18.3 The Parties further agree that this agreement shall be duly stamped and registered and
the registration and stamp duty costs shall be borne by the Parties in equal ratio.

18.4 All indemnities given by both the parties under this agreement shall survive termination
or expiry of this agreement.

19 GOVERNING LAW AND DISPUTE RESOLUTION

12.1 All disputes and differences arising between the Parties including any
dispute or differences in regard to the interpretation of any provision or term or the
meaning thereof, or in regard to any claim by one party against the other or in
regard to the rights and obligations of any party or parties under this agreement or
otherwise shall be governed by the provisions of the Arbitration and Conciliation
Act or as amended. All such arbitration proceedings shall be held and conducted
at Dehradun or Delhi.

19.1 This Agreement shall be governed by Indian law. In respect of all matters arising out of

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 or relating to this Agreement, the courts of Delhi, Panchkula, India shall have exclusive
jurisdiction.

IN WITNESS WHEREOF THE PARTIES HAVE HERETO SET AND SUBSCRIBED THEIR RESPECTIVE
HANDS THE DAY AND YEAR FIRST HEREINABOVE WRITTEN

SIGNED AND DELIVERED )

by the within named "PARTY 1" )
)

SIGNED AND DELIVERED )

by the within named "PARTY 2" )
SCHOLAR ALLEY PRIVATE LIMITED )
through ---------- )
)

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SCHEDULE I | DESCRIPTION OF THE PRORPERTY

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