Project: Proposed Paint Project at Sikandrabad

ANNEXURE-III

PROFORMA OF AGREEMENT CUM INDEMNITY CUM GUARANTEE

This indenture is made at __________________________ on this the __________day of

_________________ 2022

Between

M/s______________, a company incorporated under the provisions of the [ Indian] Companies Act ,
1956, and having its registered office at [], (hereinafter referred to as “Owner”), which expression shall,
unless repugnant to the context, and meaning thereof, mean and include its successors and assigns) of
the First Part

AND

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M/s____________, a company incorporated under the provisions of the [ Indian] Companies Act , 1956,
and having its registered office at [], (hereinafter referred to as the “Contractor”), which expression
shall, unless repugnant to the context, and meaning thereof, mean and include its successors and
permitted assigns) of the Second Part.

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[] a partnership firm duly registered under the Indian Partnership Act, 1932, having its registered office
at [] (hereinafter referred to as the “Contractor”, which expression shall, unless repugnant to the context
and meaning thereof, mean and include the partnership firm, all its partners, their heirs, legal
representatives, administrators, executors, successors and assigns) of the Second Part.
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[] a sole proprietorship firm, having its office at [](hereinafter referred to as the “Contractor”, which
expression shall, unless repugnant to the context and meaning thereof, mean and include the sole
proprietor, his heirs, legal representatives, administrators, executors, successors and assigns) of the
Second Part.

WHEREAS:

A. The Owner called by the name ……………….. situated in ………………………. (“Site”) and wish
to execute certain Work viz__________________________ in pursuance to the aforesaid
development;

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Project: Proposed Paint Project at Sikandrabad

B. The Contractor has represented that it is an independent professional civil contractor engaged in
civil construction of reputed residential/ commercial buildings/ complexes and is fully qualified,
skilled and competent to execute the Work and remedy any defects therein and has tendered to
execute and complete the aforesaid Work vide Tender No____________;

C. The Owner have accepted the aforesaid tender and has awarded the Contract to the Contractor.
The Contractor has agreed vide Agreement dated_______ (hereinafter referred to as the “Said
Agreement") executed by it in favour of the Owner to execute and complete the Work and
remedy any defects therein, on contract basis as an contractor under the terms and conditions
set out interalia, in the Agreement and the Contract Documents comprising of the Said
Agreement, Letter of Acceptance, General Conditions of Contract, Special Conditions of Contract,
Priced Bill of Quantities, The Specifications, The Drawings alongwith their annexures and all
addenda issued prior to execution of the Agreement and all modifications thereto (hereinafter all
together called the said 'Contract' ); .

C. The said Contract, interalia, provides for sanction/ grant of Secured Advance by the Owner, in its
absolute discretion, to the Contractor to the extent as stipulated in the Contract against
consumables (except perishable items of material) (the “Materials”) brought at the Site by the
Contractor for utilization in the Work under the Contract upon the terms and conditions mentioned
therein;

D. The Contractor has applied vide Application dated _____________to the Owner for sanction of
Secured Advance of Rs.___________ (Rupees________________________) against the
Materials brought by it to the Site for utilization in the construction/ installation etc;

E. The Owner has agreed to sanction and grant Secured Advance to the Contractor for the sum of
Rs ------------ /- (Rupees -----------------------------------------------------------------------------------------------
Only) on the terms and conditions contained in the said Contract and further terms and conditions
stated below.

NOW THIS INDETENTURE WITNESSETH AS FOLLOWS:

1. In this Indenture capitalized words and expressions shall have the same meanings as are
respectively assigned to them in this agreement and the General Conditions of Contract referred
hereinabove.

2. That in consideration of the sum of Rs ----------------- /- (Rupees ----------------------- Only)

sanctioned and granted by the Owner as Secured Advance, the receipt whereof the Contractor
doth hereby acknowledges, the Contractor hereby agrees to create absolute first charge and lien
of the Owner on the Materials and if required by law, to register the same with Registrar of
Companies.

3. That the said Secured Advance of Rs ---------- /- (Rupees ---------------------Only) shall be utilized
by the Contractor only in construction and expeditious execution of the Work under the Contract
and for no other purpose whatsoever.

4. The Contractor confirms that the Materials, more particularly described in the application dated
__________, are fully paid up and are free from encumbrances of any kind.

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Project: Proposed Paint Project at Sikandrabad

5. That the Materials against which the Contractor is availing Secured Advance under this Indenture
shall be used by the Contractor solely and exclusively in the execution of the Work under the said
Contract in accordance with the directions and supervision of the Owner.

6. That the Contractor shall make all necessary and adequate arrangements for the proper watch,
safe-custody and protection of the Materials till such time the same are utilized in the Work under
the Contract at its own cost, expense, risk and responsibility. The Materials shall be subject and
open to inspection by the Owner and its representatives. In the event the Materials or any part
thereof is stolen, destroyed or damaged or deteriorates in quality or quantity, the Contractor shall
forthwith replace the same with items of material of like quantity, quality and make good the same
without demur.

7. That the Contractor shall not remove the Materials or any part thereof from the Site of the Work
without the written permission of the Owner.

8. The Secured Advance mentioned above shall be adjusted by the Owner from the sum due to the
Contractor in respect of the immediate next Running Account bill submitted by the Contractor. It
shall be ensured that any outstanding Secured Advance availed by the Contractor stands fully
adjusted from the amount due to the Contractor against final bill submitted by it to the Owner.

9. The Owner shall have complete and absolute charge and lien on the Materials against which
Secured Advance has been availed by the Contractor and the same shall be treated as the
property of the Owner and the Contractor shall not create any charge or lien on the same in
favour of a third person or entity or try to remove the same from the Site. However, the Materials
shall remain in the custody of the Contractor as agent of the Owner until the same are properly
utilized and accounted for by the Contractor or the Secured Advance availed by the Contractor
has been fully recovered from the sums due to it and until such time any loss or damage or
wastage in respect thereof shall be the sole responsibility and to the account of the Contractor.
However, if any intermediate payments are made to the Contractor on account of work done then
at the time of each such payment the Owner shall be at liberty to recover the outstanding
Secured Advance from such intermediate payment.

10. That if the Contractor shall at any time make any default in the performance or observance of
any of the terms, conditions or stipulations contained in this Indenture, then, the Owner shall be
entitled to recover the Secured Advance along with an interest at the rate of 18% p.a from the
date of grant of Secured Advance till recovery thereof coupled with all costs charges, damages
and expenses incurred by the Owner in or for recovery thereof and the Contractor hereby
covenants and undertakes to guarantee the same and undertakes to indemnify and keep the
Owner indemnified against the same.

11. The Parties hereby agree that not withstanding the terms contained herein and without prejudice
to other rights available to the Owner, if any sum under this Indenture becomes payable by the
Contractor and the same is not paid in accordance therewith, the Owner may at any time
thereafter adopt all or any of the following courses as it may deem fit and proper: -

(a) Take custody and utilize the Materials or any part thereof in the completion of the Work under the
said Contract or any other work/ project.

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Project: Proposed Paint Project at Sikandrabad

(b) Remove and sell by public auction the Materials or any part thereof at the cost and expense of
the Contractor and/ or retain proceeds/ moneys arising from the sale for recovery of all sums due
to the Owner from the Contractor.

(c) Deduct all or any part of the moneys pertaining to security deposit or any sum due to the
Contractor under the said Contract.

12. The provisions of this agreement cum indemnity cum guarantee shall be deemed to be
supplementary to the Said Agreement.

IN WITNESS WHEREOF the parties have set their respective hands and seals to these presents on the
day, month and year first above written.

Signed sealed and delivered

By the Contractor : ______________________________________________

In the presence of :

WITNESSES :

SIGNATURE :

NAME & ADDRESS :

Signed sealed and delivered

by the Owner through its authorized signatory Sh.____________________

In the presence of:

WITNESSES :

SIGNATURE :

NAME & ADDRESS :

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