PROPERTY MANAGEMENT AGREEMENT

This PROPERTY MANAGEMENT AGREEMENT is executed at GREATER NOIDA on

this the ___________, Two Thousand and Twenty Three [ 13/02/2023 ] :

BETWEEN

[If the Allottee is an Individual]

Mr.

hereinafter called the “Allottee” (which expression shall unless repugnant to the context
or meaning thereof be deemed to mean and include his/her heirs, executors,
administrators, successors-in- interest and permitted assignees) OF THE FIRST PART.

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 [OR]

[If the Allottee is a company]

_______ (CIN no._________), a company incorporated under the provisions of the

Companies Act, [2013/1956], having its registered office at ______ and its corporate office
at _______ (PAN -____), represented by its authorized signatory______ (Aadhar no.____)
authorized vide board resolution dated ____ hereinafter referred to as the “Allottee”
(which expression shall unless repugnant to the context or meaning thereof be deemed to
mean and include its successor-in-interest, executors, administrators and permitted
assignees) OF THE FIRST PART;

[OR]

[If the Allottee is a Partnership firm]

________, a partnership firm registered under the Indian Partnership Act, 1932 (Central
Act 9 of 1932), having its principal place of business at _____, (PAN ______), represented
by its authorized Partner __________, (Aadhar no. ______) authorized vide ________,
hereinafter referred to as the “Allottee” (which expression shall unless repugnant to the
context or meaning thereof be deemed to mean and include its successors-in-interest,
executors, administrators and permitted assignees, including those of the respective
partners) OF THE FIRST PART.

[OR]

[If the Allottee is a HUF]

Mr._____, (Aadhar no. _____) son of ___ aged about ____ for self and as the Karta of the
Hindu Joint Mitakshara Family known as ______ HUF, having its place of business /
Commercial Unit at _________, (PAN_______), hereinafter referred to as the “Allottee”
(which expression shall unless repugnant to the context or meaning thereof be deemed to
include his heirs, representatives, executors, administrators, successors-in-interest and

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 permitted assigns as well as the members of the said HUF, their heirs, executors,
administrators, successors-in-interest and permitted assignees) OF THE FIRST PART

AND

RUVIK BUILD-TECH PRIVATE LIMITED, a company incorporated under the

provisions of the Companies Act, 2013, having its registered office at Building No.1, First
Floor, Basant Lok Community Centre, Vasant Vihar, New Delhi - 110057, having CIN
U45309DL2020PTC359873, represented by its authorized signatory Mr. Akash Sharma
(Aadhar No. 4514 3125 3107 ) and Mr. Goutam Patra ( Aadhar No. 7644 1200 6597)
authorized vide board of resolution dated 1st August, 2022 (hereinafter referred to as the
“Lease Manager”, which expression shall, unless repugnant to the context or meaning
thereof, mean and include its successors-in-interest, executors, administrators and
permitted assigns) OF THE SECOND PART

The Allottee and the Lease Manager are hereinafter collectively referred to as “Parties”
and individually as “Party”.

WITNESSETH WHEREAS:

I. The Allottee has entered into an Agreement to Lease with the Lease Manager (referred as
Lessor therein) on [_______] (“Agreement to Lease”) in relation to the unit no___________
situated on _____ Floor at Iris Broadway Greno West located at plot no C-2, Sec-
Echotech-XII, Greater Noida West, UP, having super area admeasuring _____sqft,
hereinafter referred to as the “Property".

II. In accordance with Clause 5.5 of the Agreement to Lease, the Allottee now wishes to
appoint a lease manager/property manager of the Property.

III. The Allottee is desirous of engaging the services of the Lease Manager exclusively and has
approached Lease Manager, who has the necessary experience and expertise to undertake
the lease management of the Property and the Lease Manager has agreed to provide such
services (“Services") to the Allottee on the condition that the Allottee grants the Lease
Manager the exclusive rights to manage the sub-lease/giving on rent of the Property in
terms of this Agreement, and the Parties have agreed that the Lease Manager shall have
the exclusive rights to manage the sub-lease/giving on rent of the Property in accordance
with the terms and conditions set out hereinafter.

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1. DEFINITIONS AND INTERPRETATION:

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 1.1. In this Agreement, unless the context otherwise requires, the following words and
expressions shall bear the meanings ascribed to them below:

(i) “Affiliate" shall mean any legal entity, directly or indirectly controlling, controlled by, or
under common control with a Party; ‘control’ or its derivatives as used herein shall mean
(i) ownership interest, direct or indirect, in such legal entity, or (ii) the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of
such entity or Party, whether through ownership of voting securities or partnership inter-
ests, by contract or otherwise;

(ii) "Agreement" shall mean this Property Management Agreement, as it may be amended by
the Parties from time to time, and shall include the recitals above;

(iii) “Approved Sub-Lease" means the sub-lease of Property to the prospective sub-lessee/s by
entering into Customer Agreement and/or Sub-Lease Deed.

(iv) “Authority" or “Authorities" means the Government of India, the Government of Uttar
Pradesh, the Greater Noida Industrial Development Authority, or any regional / local
body, Panchayat or Municipal or District Authority thereof , or other central, state or local
government or any Legislature, Ministry, Department, Commission, Board, Authority, in-
strumentality, Agency, political sub-division, Corporation or Commission under the direct
or indirect control of the Government of India or Government of Uttar Pradesh or any po-
litical sub-division of either of them, as to matters of policy or otherwise, owned or con-
trolled by the Government of India or the Government of Uttar Pradesh or any of their
sub-divisions, all other authorities who exercise control over and regulate development of
land, tax, and any other purposes referred under this Agreement;

(v) “Breach" shall mean:

a. In case of the Lease Manager, any breach by the Lease Manager, means the happening of
any one or more of the following events that remains as such, or is not remedied, not
cured or not rectified for a period of sixty (60) days from date of receipt of notice by the
Lease Manager from the Allottee and the same should be constituted as a clear breach and
the Allottee would be entitled to take such action as contemplated in terms of this Agree-
ment.

i. Violation or breach of covenant, non-fulfillment of responsibility or obligation or non-ob-

servance of any of the provisions of this Agreement.

ii. Order appointing liquidator in any liquidation proceedings or order in insolvency pro-
ceedings against the Lease Manager.

b. In case of the Allottee, any breach by Allottee means any one or more of the following
events that remains as such, or is not remedied, not cured or not rectified for a period of
Forty-Five (45) days after notice thereof is received by Allottee from the Lease Manager
and the same should be constituted as a clear breach and the Lease Manager would be en-
titled to take such action as contemplated in terms of this Agreement:

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 i. Contravention of and/or inaccuracy in any of the assurance, representation or warranty
given by the Allottee pertaining to the Property.

ii. Failure or delay to pay the fees, charges and/or other amount mentioned in this Agree-
ment

iii. Failure of the Allottee to keep the title of the Property or any portion thereof free from any
kind of encumbrances, or Allottee committing any act which (i) in any manner affects the
title/rights or (ii) in any manner affects any of the assurances, warranties and representa-
tions pertaining to the Property or any part given by the Allottee or (iii) any claims of the
third parties or proceedings at the instance of third parties with regard to the title of the
Property

iv. Failure of the Allottee from executing the necessary documents and deeds with regard to
the title/leasehold rights to the Property as required under the terms of this Agreement.

v. “Business Day" means a day (not being a Saturday or Sunday) on which banks are open
for general banking business in Uttar Pradesh;

vi. “Business Plan" means the strategy and planning that the Lease Manager from time to
time implement for sub-leasing the Property to the prospective sub-lessees.

vii. “Confidential Information" shall mean all confidential operating, economic, business and/
or, technical information or data which is proprietary to or which is in the possession of a
Party disclosed to the other Party including:

c. information regarding the disclosing Party's customers, suppliers and other business asso-
ciates;

d. information regarding the contractual arrangements between the disclosing Party and its
customers, suppliers and other business associates;

e. information regarding the financial details (including credit and discount terms) of the
disclosing Party's relationship and of its relationships with its customers, suppliers and
other business associates;

f. information relating to the disclosing Party which is not readily available to any third
party;

g. this Agreement including its terms; and

h. information relating to the Property;

The term Confidential Information shall not include information that is:

(i) in or becomes part of the public domain other than by disclosure by the recipient in breach
of this Agreement;

(ii) independently developed by the recipient without use of any Confidential Information
and outside of this Agreement;

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 (iii) rightfully obtained by the recipient from third parties without a duty of confidentiality; or

(iv) which is required to be disclosed by law, statute or regulation.

(vi) “Customer Agreement/s" shall mean any booking form or application for allotment, allot-
ment letters, agreement for sub-lease, and/or other writing/s to be entered into with the
prospective sub-lessees pertaining to the Property but not including any Sub-Lease Deed
for sub-leasing the Property in favour of the prospective sub-lessees.

(vii) “Lease Manager’s Bank Account" shall mean the account of the Lease Manager provided
by the Lease Manager to transfer in terms of this Agreement, that portion of the Revenue
towards the Lease Manager’s Fees payable to the Lease Manager in terms of this Agree-
ment.

(viii)“Lease Manager's Fees" means the amounts to be received by the Lease Manager being 5%
of the Revenue or any part thereof plus the applicable taxes on the said 5% of the Revenue
or any part thereof, deductible from the Revenue payable in terms of this Agreement.

(ix) “Force Majeure" shall means any event or combination of events or circumstances beyond
the control of either of the Parties which cannot (a) by an exercise of reasonable diligence,
or (b) despite the adoption of reasonable precaution and / or alternative measures, be pre-
vented, or caused to be prevented, and which adversely affects the Party’s or Parties’ abil-
ity to perform obligations under this Agreement, which shall include:

a. acts of God. i.e. fire, drought, flood, earthquake, epidemics, pandemics, natural disasters,
incessant rain, earthquakes, storms, typhoons, explosions, actions of the elements;

b. explosions or accidents, air crashes and shipwrecks; acts of terrorism;

c. strikes or lock outs, industrial dispute;

d. war and hostilities of war, riots, bandh or civil commotion;

e. any claims from third parties that affects the ability to sub-lease the Property in terms of
this Agreement;

f. any legislation, order or rule or regulation made or issued by the Governmental Authority
or; if any competent Authority(ies) refuses, delays, withholds, denies the grant of neces-
sary Approvals for the sub-lease or; if any matters, issues relating to such Approvals, per-
missions, notices, notifications by the competent Authority(ies) become subject matter of
any suit / writ before a competent court or; for any reason whatsoever or orders from any
court of law/ Authorities;

g. the promulgation or amendment in any law, rule or regulation or the issue of any injunc-
tion, court order or direction from any Governmental Authority that prevents or restricts a
Party from complying with any or all the terms and conditions as agreed in the Agree-
ment; or

h. any event or circumstances analogous to the foregoing.

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 (x) "Hazardous Materials" shall mean any hazardous material or substance which is or be-
comes defined as a hazardous waste, hazardous substance, hazardous material, pollutant,
or contaminant under any applicable law, regulation or rule;

(xi) "Allottee’s Bank Account" shall mean the account of the Allottee provided by the Allottee
to transfer in terms of this Agreement, that portion of the Revenue and, Exclusions, after
deducting the Lease Manager’s Fees and other charges in accordance with this Agreement.

(xii) "Law" shall mean all laws, ordinance, statutes, rules, orders, decrees, injunctions, licences,
permits, approvals, authorisations, consents, waivers, privileges, agreements and regula-
tions of any of the Authorities having jurisdiction over the relevant matter as such are in
effect as of the date hereof or as may be amended, modified, enacted, supplemented, re-
enacted or revoked from time to time hereafter;

(xiii) "Minimum Lease Rent" is the Rent payable by the prospective sub-lessees under the Cus-
tomer Agreement and/ or the Sub-Lease Deed for the Property, which shall not be less
than the amount of Rs. ____/- (Rupees _______ Only) per month per square feet of super
area of unit from leasing of Unit for a period of 3 (three) years with effect from expiry of
rent free period [which is normally 4(four) months] as per terms of sub-lease or from date
of start of commercial operations of sub-lessee in the leased premises, whichever is earlier.
After the end of 3 (three) years, Allottee shall be entitled to actual/proportionate monthly
rent paid by tenant as per sub-lease.

(xiv) "Party" shall mean either the Allottee or the Lease Manager and the term "Parties" shall
mean, collectively, the Allottee and the Lease Manager;

(xv) "Revenue" shall mean all the proceeds of the sub-lease of the Property together with, pre-
ferred location, garden area, development charges, forfeiture of the security deposit and
not being part of the Exclusions. The Revenue shall not include exhaustively Goods and
Services Tax or any payments / contributions received from the customers towards stamp
duty, registration fees, connection charges and deposits towards electricity installation
charges and connections and deposits towards water and sewerage, installation charges
for the STP, service charges, advance maintenance charges, Infrastructure and amenities
Charges, maintenance deposits, society/association formation charges and legal fees and
any other amounts received from the prospective purchasers (hereinafter referred to as the
“Exclusions").

(xvi) "Sub-Lease Completion Date" means the date on which the Property is given on sub-lease
to the prospective sub-lessees and the Lease Manager has entered into a Customer Agree-
ment and/or Sub-Lease Deed with all such prospective sub-lessees.

(xvii) "Sub-Lease Deed" means the sub-lease documents executed by the Lease Manager in com-
pliance of the Customer Agreements granting leasehold rights over the Property to the
prospective sub-lessee(s).

(xviii) "Services" shall mean the services to be rendered by the Lease Manager with respect to the
Property as described in Clause 7 herein;

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 (xix) "Taxes" shall mean all applicable (whether central, state, municipal or otherwise) taxes,
cess, fees, duties, rates, surcharges, imposts and/or levies imposed by any government or
tax authority;

2. RULES FOR INTERPRETATION

Unless the context otherwise requires in this Agreement:

(a) words importing persons or parties shall include firms and corporations and any organisa-
tions having legal capacity;
(b) words importing the singular include plural and vice versa;
(c) reference to any law shall include such law as from time to time enacted, amended, sup -
plemented or re-enacted;
(d) reference to the masculine gender shall also include the feminine gender and vice versa;
(e) a reference to a recital, paragraph, clause, schedule or annexure, if any, is a reference to a
recital, paragraph, clause, article, schedule or annexure, if any, of this Agreement, unless
the context provides otherwise;
(f) reference to the words “include" or “including"shall be construed without limitation;
(g) reference to this Agreement or any other agreement, deed or other instrument or docu-
ment shall be construed as a reference to this Agreement or such agreement, deed or other
instrument or document as the same may from time to time be amended, varied supple-
mented or novated;
(h) Any conflict between numbers defined both in the words and the numbers referred in this
Agreement, unless the context otherwise requires, the description in the words shall pre-
vail over the numbers.
(i) the headings and titles in this Agreement are indicative only and shall not be deemed part
thereof or be taken into consideration in the interpretation or construction hereof; and

3. REPRESENTATIONS AND ASSURANCES:

3.1 This Agreement and the acceptance by the Lease Manager of its appointment under this
Agreement are premised on the following representations made by Allottee to the Lease
Manager:-

a. Allottee has entered into a valid Agreement to Lease for the Property and will at a
suitable time execute and register a valid sub-lease deed for the Property.
b. The entire Property is free/will be kept free from any kind of encumbrances,
contracts, litigations, claims, easement rights in favour of any third party,
acquisition or requisition proceedings, attachments (before or after judgment, or
against any statutory dues) or similar limitations on the leasehold rights of
Allottee. The Allottee shall not without prior intimation to the Lease Manager,
create any encumbrances.

c. The Allottee shall ensure and undertake to make available the Property that is
given on sub-lease to the prospective sub-lessees under the Customer Agreements
are free of encumbrances at the time of execution and registration of the Sub-Lease
Deed in favour of the prospective sub-lessees.

d. Allottee is not prohibited under any law, decree, order or contract from holding or
sub-leasing the Property.

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 e. The Allottee on reconciliation of the accounts, shall within 3 Business Days from
such reconciliation, pay to the Lease Manager the applicable Lease Manager Fee, if
any payable.

f. The Allottee shall obtain necessary consents and permissions from the
Bank/NBFCs/Financial Institution, from which the Allottee has availed financial
facility/ies.

g. That at all times save and except as provided in this Agreement, Allottee at their
cost shall keep the Property free from any encumbrances, attachments, court
orders, charges, liens, mortgages, and third party claims.

h. The Lease Manager will be the exclusive lease manager for the Property and the
Allottee, unless otherwise in terms of this Agreement, shall not engage any other
person/s, firm or companies for rendering the Services to the Allottee other than
the Lease Manager. The Lease Manager, however, shall have the right to assign all
its rights and liabilities under this Agreement in favour of any of its Affiliates
without obtaining any prior approval from the Allottee.

i. The appointment of the Lease Manager under this Agreement will not be revoked,
save and except as agreed upon in this Agreement.

3.2 Lease Manager warrants to Allottee that the Lease Manager has the necessary
infrastructure, manpower and the expertise to undertake its obligations in relation to
leasing of the Property in terms of this Agreement.

3.3 Mutual Representations:

3.3.1 This Agreement and all related documents are executed by persons duly authorized by the
respective board of directors of the Parties and bind the respective Party concerned.

3.3.2 Execution and implementation of this Agreement is not in violation of or in conflict with
any applicable law or regulation.

4. APPOINTMENT, CONTRACTS, TERM & SCOPE OF THE APPOINTMENT OR

CONTRACTS:

1.1. The Appointment: The Allottee hereby appoints the Lease Manager as the exclusive Lease
Manager for the Property to render the Services herein against payment of the Lease
Manager’s Fees. The Lease Manager hereby accepts its appointment to render the Services
with respect to the Property. The Appointment will be deemed to commence from the
date of the execution of this Agreement, however, the payment obligation of the Allottee
to pay the Manager’s Fees will commence from the Sub Lease Completion Date.

2. CONSIDERATION:

2.1. The Parties hereby agree that in consideration of the Lease Manager rendering the Services
to the Allottee, the Lease Manager shall be entitled to the Lease Manager’s Fees.

3. ALLOTTEE’S RESPONSIBILITY, ROLE & OBLIGATION:

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 6.1 Allottee will be solely responsible for: -

a. Properly and effectively authorizing the Lease Manager to give on sub-lease the Property
to the prospective sub-lessee(s) and keeping such authorization subsisting and unrevoked
till the subsistence of the Sub-Lease Deed or till the termination of this Agreement,
whichever is later;

b. Ensuring that no disturbance/hinderance is caused by the Allottee/its representative/any

person acting on its behalf, which would prevent the Lease Manager from granting the
peaceful possession of the Property to the prospective sub-lessee(s);

c. Complying with its covenants and undertakings in the lease deed executed between the
Lease Manager and the Allottee with respect to the Property, and not committing a Breach
of any of its terms throughout the subsistence of the said lease deed;

6.2 Marketable Title: Notwithstanding the disclosure of any encumbrance against the
Property on the date of execution of this Agreement, the Allottee shall ensure and
undertake to make available the Property that is given on sub-lease to the prospective sub-
lessees under the Customer Agreements and/ or the Sub- Lease Deed is free of
encumbrances at the time of execution and registration of the Sub-Lease Deed in favour of
the prospective sub-lessee(s). The Allottee shall clear all the encumbrances to the
satisfaction of the prospective Sub-Lessee(s) or their counsels.

3.1. To enter into Customer Agreements for Approved Sub-Lease and Execution of the Sub-
Lease Deed: If requested by the Lease Manager in writing, the Allottee shall enter into
appropriate Customer Agreements with prospective sub-lessees as identified by the Lease
Manager for sub-lease of the Property.

3.2. Expenses Related to Advertising and Sub-Lease: Allottee shall be responsible for all
expenses connected with the advertising undertaken and sub-lease of Property granted by
the Lease Manager such as brokerage, fit-outs, capital expenditure (CapEx) etc., and the
same shall be paid from and out of the Allottee’s Bank Account.

3.3. Insurance: Allottee will take on the date of execution of this Agreement and will maintain
throughout the subsistence of the lease of the Property in its favour, comprehensive
insurance with regards to the Property and its implementation covering all possible risks.

3.4. Lease Manager’s Fees: The Allottee shall pay to the Lease Manager the Lease Manager’s
Fee within a period of 3 Business Days from the date of the reconciliation of the Accounts
for every month.

4. THE LEASE MANAGER’S RESPONSIBILITY, ROLE & OBLIGATIONS:

The Lease Manager shall be responsible for:

4.1. Identifying the prospective sub-lessee(s) to whom the Property is to be given on sub-lease;

4.2. Executing the Sub-Lease Deed, on behalf of the Allottee, in favour of the proposed sub-
lessee(s) on such terms and conditions as it may deem fit, where the property may be sub-
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 leased independently or alongwith other adjoining units for being used as a part of larger
Unit/area. In case Unit is leased out independently whole rent as paid by tenant will be
remitted to Allottee. However, in case the Property is leased alongwith other adjoining
units for being used as a part of larger Unit/area, rent/revenue share paid by sub-lessee
will be remitted to all concerned allottees in proportion to the area;

4.3. Handing over the possession of the Property to the prospective sub-lessee(s) in
furtherance of execution of the Sub-Lease Deed in their favour;

4.4. Receiving the rental income, security deposit, and other charges under the Sub-Lease Deed
from the prospective sub-lessee(s) on behalf of the Allottee, and transferring such amount
after retaining from it such amount payable to it by the Allottee in terms of this
Agreement, as would remain as balance. It is clarified that security deposit received by the
Lease Manager from the prospective sub-lessee with respect to schedule property shall be
retained by him and same shall be returned to the prospective sub-lessee as per the
prevailing agreement by the Lease manager and Allottee herein shall have no lien on said
security deposit whatsoever. It is hereby further clarified that the rental income which
shall be received by the Lease Manager from the sub-lessee(s) of the Property, shall be
distributed/appropriated in the following manner:

a. Firstly, the Lease Manager shall be entitled to appropriate such amount for itself
as agreed in this Agreement towards Lease Managers’ Fees;
b. Secondly, the lease manager shall also be entitled to deduct any money payable
towards brokerage, fitout, taxes, CapEx or any other charges incurred by Lease
Manager under this Agreement;
c. Thirdly, the balance amount shall be passed on to the Allottee by the Lease
Manager.

4.5. Managing Sub-Lease: The Lease Manager will manage in good faith, all aspects of the
sub-lease of the Property on behalf of the Allottee. It is being acknowledged by the
Allottee that Lease Manager is acting under this Agreement for the benefit of the Parties
and the Lease Manager shall not be liable for any loss which occurs or may occur to the
Allottee due to any act done by the Lease Manager under this Agreement.

4.6. Advertising: The Lease Manager shall make the advertising, sub-lease and customer
relations strategy for the sub-lease of the Property. The Lease Manager shall advertise the
Property. In this regard, the Lease Manager shall have the exclusive right to advertise the
Property. The Allottee shall advertise only through the Lease Manager; however, the
Allottee may provide potential leads for the sub-lease of the Property to the prospective
sub-lessee(s).

4.7. Rent: The rent at which the Property would be lent out, shall be determined by the Lease
Manager keeping into consideration the prevailing market rates and lessee shall have no
objection whatsoever regarding such determination of rent by the Lease Manager.

4.8. Notice of Disputes and Other Matters: Lease Manager shall immediately inform Allottee
of any disputes relating to the sub-lease or the threat or occurrence of any dispute which is
of concern or interest to the Allottee and the Property.

5. FORCE MAJEURE
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 Notwithstanding anything contained in this Agreement, in case of occurrence of a Force
Majeure event, the assurances, representations or undertakings of the Lease Manager, so
far as they relate to paying a guaranteed amount (including but not limited to the
Minimum Lease Rent) to the Allottee with respect to the Property, shall remain suspended
as long as the Force Majeure event continues.

6. LIMITATION OF LIABILITIES OF THE LEASE MANAGER:

(i) The Lease Manager’s liability to Allottee will be limited to Lease Manager Fees to the
extent that the same arise as a direct result of any fraud, willful default or gross negligence
of the Lease Manager;

(ii) The Lease Manager will not be liable for -

a. Any loss suffered by the Allottee which arises out of any decisions of Allottee including
but not limited to the failure by Allottee to accept or act on any advice or recommendation
of the Lease Manager.

b. Any loss or damage or injury covered by Insurance howsoever caused or arising.

(iii) Lease Manager shall have no liability with respect to any claim incurred by or asserted
against Allottee based upon or resulting from any erroneous or incomplete data provided
by the Allottee. No representation or recommendation is or will be made by the Lease
Manager as to the legal sufficiency, legal effect, tax or accounting consequences of any
transaction or documentation with respect to the Property. Allottee is urged to seek the
advice of legal counsel, accountants and advisors as to the legal, tax and accounting
consequences thereof.

(iv) The Allottee acknowledges that the Lease Manager is not an environmental expert or
consultant in the field of Hazardous Materials. Allottee agrees that the Lease Manager is
not and shall not be deemed an “sub-lessee" of any facility or tenant operations therein or
a “generator" or “transporter" (or comparable legal status) for purposes of any law
pertaining to Hazardous Materials. Notwithstanding any provision hereof to the contrary,
the Lease Manager shall not be held liable or responsible for detecting, handling,
removing, remediating, or disposing of such Hazardous Materials. However, if at any time
during the subsistence of this Agreement, the Lease Manager becomes aware of the release
or existence of any Hazardous Materials on or within the Property, the Lease Manager
shall immediately intimate the Allottee regarding the same.

7. CONCILIATION:

The Parties shall resolve all the disputes and differences arriving between the Parties
under this Agreement in an amicable manner by mutual negotiations and discussions
before exercising their right of raising a dispute under Clause 14 of this Agreement or
terminating this Agreement under Clause 11of this Agreement.

8. TERMINATION:

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 8.1.The Parties agree that the Parties shall mutually terminate this Agreement by writing
signed by both the Parties and on such termination the Allottee shall pay to the Lease
Manager all the amounts outstanding towards Lease Manager Fees.

8.2.This Agreement shall be terminable, by issuing prior notice of 30 Business Days, without
prejudice to claim damages against the erring Party, at the instance of the Lease Manager
in the event of Breach committed on the part of the Allottee under this agreement, and on
the Parties failing to Conciliation under Clause10 to amicably settle.

8.3.This Agreement shall be terminable forthwith at the option of the Lease Manager in the
event of an order appointing liquidator in any liquidation proceedings or order in
insolvency proceedings declaring the Allottee as insolvent/bankrupt being passed.

8.4. In case of liquidation of the Allottee either compulsory or voluntary, save for
reconstruction or amalgamation, the amounts due and payable by the Allottee to the Lease
Manager will be treated as secured debt against the Property or the Lease Manager shall
have the first charge/lien over the amounts lying in the Allottee’s Bank Account.

9. ACCOUNTS & FINANCING:

12.1 Lease Manager will be responsible for maintaining accounts in relation to the sub-lease of
the Property. The accounts will be maintained as per the guidelines and norms of the
Institute of Chartered Accountants of India and shall be in accordance with the Indian
Companies Act. The accounts will be audited by the statutory auditors of Lease Manager
to arrive at the Revenue as set out herein.

10. INDEMNITY:

Either Party shall indemnify, defend, protect and hold harmless the Other Party, its
Directors and employees, from any claims, demands, loss, damage or expense whatsoever
that are caused by or arise on account of its negligent acts, errors or omissions or due to
Breach / inaccuracy of any of its Representations and Warranties made under this
Agreement.

11. DISPUTE RESOLUTION MECHANISM AND RELATED PROVISIONS:

14.1 Dispute: If any dispute or difference arises between Allottee and the Lease Manager in
connection with or arising out of (i) this Agreement, (ii) interpretation of the terms and
condition and or any of the clauses of this Agreement (iii) the Project, (iv) the Services to
be rendered by the Lease Manager, or (v) any matter or issue arising pursuance to this
Agreement such Dispute will be resolved in accordance with this Clause 14.1.

14.2 Arbitration: All Disputes in respect of which Conciliation in terms of Clause 10has failed,
the Party may refer the Dispute to the adjudication of a sole Arbitrator, to be mutually
agreed to be appointed. The arbitration will be conducted as per the provisions of the
Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment of
them for the time being in force.

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 14.3 Place of Arbitration: The arbitration will be held in New Delhi.

14.4 Language: The language of the arbitration proceedings will be English.

12. MISCELLANEOUS PROVISIONS:

12.1. Complete Agreement: The Parties acknowledge that this Agreement is the complete
agreement. This Agreement supersedes any prior agreements and representations
between the Parties, whether written or oral. Any such prior agreements are cancelled as
at the date of execution of this Agreement, without prejudice to any rights, which have
already accrued to either of the Parties.

12.2. Waivers: The failure by either Parties to enforce any term or for any period, or any one or
more of the terms or conditions of this Agreement will not be construed as waiver of them
or of the right at any time subsequently to enforce all terms and conditions of this
Agreement.

12.3. Non-Solicitation: It is agreed that during the period of Services,, the Allottee shall not,
whether directly or indirectly, employ, solicit or induce by way of offer of employment,
sub-contract or otherwise any member or staff of the Lease Manager. If, notwithstanding
the foregoing, Allottee is in Breach of this undertaking, then it shall immediately pay to
the Lease Manager a sum equal to 12 month’s gross remuneration (under their existing
contract/appointment) of the person so engaged.

12.4. Notices & Addresses: The address of the Parties for the purpose of any correspondence is
under:

THE LEASE MANAGER : _____________________________________________,

ALLOTTEE : ________________________________________________________ ,

Each Party will give notice under acknowledgement, to the other of change of address as
soon as practicable and in any event within 48 hours of such change. Any notice to be
served on either of the Parties by the other will be sent by Registered Post
Acknowledgement Due.

12.5. Severability: In the event that any provision of this Agreement or these conditions or any
one of them are declared by any judicial or other competent authority to be void, voidable,
illegal or otherwise unenforceable or indications of the same are received by either of the
Parties from any relevant competent authority, the Parties will:

a. amend that provision in such reasonable manner as achieves the intention of the
Parties without causing any illegality, or

b. at the discretion of the Parties, such provision may be severed from the
Agreement.

c. The remaining provisions of this Agreement will remain in full force and effect
unless the Parties decide that the effect of such declaration is to defeat the original

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 intention of the Parties in which event the Parties will be entitled to terminate this
Agreement by 30 days’ notice and the provisions of Clause 10 will apply
accordingly.

12.6. Relationship: The Parties agree that under this Agreement they are neither agent of each
other nor are they joint venture partners nor it is a partnership amongst themselves, as the
relationship expressed and understood under this agreement is on Principal to Principal
basis.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE CAUSED THEIR

RESPECTIVE AUTHORISED SIGNATORIES TO EXECUTE THIS AGREEMENT ON
THE DATE AND PLACE MENTIONED ABOVE.

Signed, Sealed and Delivered by the

ALLOTTEE in the presence of the Witnesses :

1)

2)

Signed, Sealed and Delivered by the

LEASE MANAGER in the presence
of the Witnesses:

1)

2)

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