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Adobe Scan 13 Jun 2024 Case)
Adobe Scan 13 Jun 2024 Case)
TERM: Premises
hereby qrants to the Licensee a license of the Demised
The Licensor 22nd May
period of 9 years commencing from store opening date i.e.
for a
2022 and expiring on 21st May 2031.
by giving 3
Agreement may be renewed at the option of the Licensee of the
This
months' notice in writing in advance to the Licensor before expiry
(two) and
However, the said renewal, if any shall be on such terms
Agreement.
mutually agreed to by and between the Parties hereto.
conditions as may be
CÔNSIDERATION:
pay the Licensor in the first seven working days from the
The Licensee shall license fee of Rs. 6S,000(Sixty Five
this Agreement fixed
date of execution of account mentioned in this agreement
thousand only) per month in respective
applicable and TDS as applicable hereinafter referred to as "License
GST not
Fees".
the initial 3 (three) years i.e.
It is hereby agreed between the Parties that for
Licensee shall pay the
from (22 nd May 2022 to 21st May 2025), the
aforementioned License Fees. After initial period of 3 years from the date of
shall be increased byl5%
store opening, in every three years LICensee Fees
over existing Licensee Fees payable. the
The Licensee shall in addition to the monthly license fee be liable to pay
electricity charges and the water charges tor the electricity and water
consumed in the Demnised Pre mises as per separate meters installed for the
purpose. All other payments in respect of the Demised Premises both present
and future such as municipal taxes, cess, charges and any other outqoings
including deposits as may be required by any local authority or utility
providers, society or owners association autgoings including non- occupancy
charges for the DDenised Premises shall be borne and payable by the Licensor
All paynments by the Licensee shall be subject to deductior of tax at source as
applicable and the amounts shall be credited to the bank account of the
Licensor as intormed to the icensee.
Provided however the Licensee shall not be liable to pay rent for the period
during which the Licensor shall carry out necessary mod1fiations to the
Demised Premnises to make the Demised Premises ready 1or use and
OCcupation by the licensee as per the requirements of the Licensee. The
Licensor shall grant to the Licensee a rent free period of 60 days or store
opening whichever comes earlier from date of keys handover (fit Out period
calculation will be starting from the scope of work will be completed by the
licensor and handover the keys to the licensees) to enable the Licensee to
make the Demised Premises ready for operations. The Licensor has at the
Licensor's cost made arrangements for a power load of 7.5 KW.
ISECURITY DEPOSIT:
Upon execution of this Agreement, the Licensee shall deposit an amount of Rs.
1,95,000 (Rupees One Lac Ninety five Thousand only ) (equivalent to first
three month's rent) hereinafter referred to as the" Security Deposit" with the
Licensor towards security for the handover of vacant possession of the
Demised Premises to the Licensor upon termination or expiry of this
Agreement. SecurityDeposit shall be deposited by Licensee in following
manner.
First installment of Security Deposit equivalent to 1 month of Rs. 65.000
(Rupees Sixty five thousand only) at the time of signing the Letter of inte nt
equivalent to One month basic amount.
Second installment of Security Deposit Security Deposit equivalent to 2 months
of Rs. 130,000 (Rupees One lac thirty thousand only) after rent agreement
registered.
One Month Advance rent i.e. Rs. 65,000 (Rupees Sixty Fve thousand
oniy) is
payable at the time of store opening and the differential rent for that
particular month will be payable as per the number of oerational days.
On earlier termination thereof for any reason whatsoeve the Security Depos
shall be refunded by the Licensor to the Licensee and in case the Licensee opts
for and spe ifically instructs the Licensor lo adjust the License fees, if any,
payable by the Licensee for the notice period from and out of the Se curity
Deposit, the Licensor shall refund the balance amount of deposit against
simultaneous handover of vacant possession of the Demised Premises.
The Licensor agrees that upon failure on the part of the Licensor to refund the
Security Deposit in the manner as mentioned above, the Lice nsor shall pay
interest @l8% per annum on the amount of Security Deposit to be refunded to
the Licensee from the due date of payment till re fund of the Security Deposit.
During this period till refund of Security Deposit, the Licensor hereby
authorizes the Licensee to retain the possession of the Demised Premises
along-with all facilities and amenities provided by the Licensor to the Licensee
without any liability to pay fee, charges whatsoever till the Security Deposit
along-with accrued interest is paid/ refunded to the Licensee. The Licensee
shall be entitled to the se rights without prejudice to any other rights, options
and remedies available to it under the applicable laws.
AICENSOR'S RIGHTS &OBLIGATIONS:
LICENSOR'S RIGHTS:
To receive the monthly License Fee of Rs. 65,000 (Sixty Five Thousand Only )
GST not applicable , taxes as applicable, from the Licensee as applicable on
the due dates for each month in addition to the Security Deposit payable on
execution of this Agreement.
To retain the Security Deposit till the handing over of vacant possession of the
Demised Premises on expiry of this Agreement or earlier termination thereof
by the Licensee.
To enter upon the Demised Premises during the term of this Agreement for
inspecting / repairing the state and condition thereof at al reasonable
business hours with 48 hours prior written intimation to the Licensee.
CENSOR'S OBLIGATIONS
The Licensor agrees, undertakes, cove nants and declares:
The Licensor has the necessary authority to execute this Agreement and
further warrants and represents to the Licensee that the Licensor has a cle ar,
free and marketable title to the Demised Premises free from encumbrances
and the said Demised Premises is in the physical and juridical possession of
the Licensor. No notice has been received by the Licensor pertaining to
acquisition or requisition of or in any matter pertaining to the Demised
Premises or any part thereof and there are no proceedings instituted by or
against the Licensor or against any of the Licensor's predecessors in title in
respect of the Demised Premises and pending in any Court of Law.
The Licensor has not entered into any agreement for sale /transfer/lease/leave
and license of the Demised Premises or entered into any agreement othervwise
in favour of any third party or parties or any other agreement of any nature
whatsoever in respect of the Demised Premises or any part thereof so as to
prejudice its right to give the Licensed Premises on leave and license basis to
the Licensee.
The Licensor has paid all the outgoings and other charges including the fees.
maintenance charges, non-oCcupancy charges etc., municipal rates, cesses.
taxes, assessrnents, dues, duties and all charges whatsoever payable in
respect of the Demised Premises to all concerned Government.
Semi-Government, local and public bodies and authorities up to the date of
execution of this Agreement and shall hereafter throughout the continuance of
this Agreement and any Ienewal/s thereol coninue to pay al
such fees, rates.
assessments, dues, Juties, cesses, taxes, charges, other
outqoings and arty
further increase/s thereof without demur to the
iespect of the respectiv: authorities5 i1
Demised Premises.
The Demised Premi.es has been constructed as per plars
duly approved by
the Municpal Authorities and/or such other authorities required under
applicable law from time to time without making any alteration and for
deviation there from and all necessary approvals, licenses, sanctions,
permissions and No Objection Certificates required to be obtained from all
concerned Government bodies/ authorities necessary for the commercial
usage of the Demised Premises to carry on the Licensee's business have been
obtained and are valid and subsisting and have not expired. The Licensor
agrees to apply for any further permissions and/or approvals that are require
to be obtained for the purpose of carrying on the Licensee's business from th
if the
Demised Premises at the cost of the Licensee and will assist the Licensee
Licensee so desires, in getting the approvals/permissions.
enter upon and be in
The Licensor gives to the Licensee the exclusive right to
posseSSion of the Demised Premises and unrestricted
right to the Licensee
providers, contractors.
(including its employees, customers, visitors, service
employees of affiliates, dealers and all others connected wvith the
partners,
the Demised Premises 24 hour
Licensee fromn time to time) to use and access
term of this Agreement without ar
a day and every day of the year during the any of the Licensor's
hindrance or obstacles on the part of the Licensor or
representatives
The Licensor shall carry out, all themajor repairs to the Demised Premises
such as recifying the l:akage, roof &
water
neriod of beng notttied by the Licensee if it proofing, etc. wthin a reasonable
is on the
exDenses ot the same will be borne by Licensee if anypart o' Licensor and the
le akege, wear and tear
is happened because ot the
Licensee or any of its
employees/agents/workmen/contractors.
The Licensor shall ensure that no one will sell anything by
putting any kind ot
tents, or temporary setup or vehicle in front of the Demised Premises
The Licensor shall at its own cost provide the following facilities to the
Licensee as per their requirements and specifications:
Property with flooring with vitrified double charge flooring 32 32 inch size.
ivory colour:
7.5 KWN 3 phase electriC Connection,
Dedicated parking slot with concrete blocks;
Façade for signage made by black mat finish ACP Sheet
Wall punning at both floors:
Staircase withrailing(Granite finish with toughened glass railing )
False ceiling with POP at both floors;
Frameless toughened glass (spider fitting) with doors and handles.
Shutter with central lock.
Washroomwith lavatory and supporting fittings
Ground Floor celling from front with centre column remove as per company
drawings etc.
The Licensor hereby authorizes the Licensee to do all such acts, things, deed
and matters which will be required to be done for the purpose of carrying or
the Licensee's legitimate business and if required shall sign required
applications.
The Licensor may at the Licensor's cost insure the Demised Premises
adequately.
UCENSEE'S RIGHTS AND OBLIGATIONS:
LICENSEE'S RIGHTS:
The Licensee on paying the monthly icese fee on the dur dates, in the
manner hercm provided and on ohserving and performing the covenants,
conditions ad stupulatos heein cotained, shall be perrntt d unirnpeded
Use and ocupation of the Demised Premises for the purpoe of its on
business and tor no other purposes during the tem of this Acreernent,
without any let, obsruCion, eviction, interruption and/or disturbance, claim
and demand vhatsoever by he Licensor or any person or pet5ons lawfull/ or
equitably claiming by. from, under or in trust for it.
all furiiture, tittings
The Licensee shall be at liberty to fix or install or bring
conditioners, shelves, screens, racks, etc. into th: said Demised
inciuding air
or earlier termination o
Premises with liberty to remove the same on expiry
Currency of this Agreement.
this Agreement or any time during the
such interior work lke civil,
The Licensee shall be entitled to carryout
computer syste m cabling, office automation, air conditioning and to
electrical, same wherever it is required
permission and licenses for the
procure required
own cost. The Licensee also reserves the right to carry out installation.
at its
inspection, repairs and maintenance work on communication all its equipment, includingthe
units and the equipment as
generators, the air conditioning
required, and the Licensor shall permit access to the Licensee/its
and when
employees/agents/workmen/contractors to carry out the aforesaid activities
same. The Licensor shall
whenever the Licensee chooses to carry out the
getting all necessary
extend full support and cooperation to the Licensee in
mentioned activities
approvals and permissions for carrying out the above
or
provided that the Licensee shall not carry out any structural changes
Premises wvithout the
changes in the e xternal elevation of the said Demised
prior written permission of the Licensor.
The Licensee may at the request of the Licensor, may make the payment of
any the statutory dues and /or penalties, if any, payable by the Licensor durin
the tenure of this Agreement in respect of the Demised Premises, if the same
is remaining unpaid for more than 15 days from the date of receipt of the
demand notice /s from the statutory/Government authorities or within the tim
specified therein, whichever is less, and inform the Licensor ir writing about
Such payments made by them. The Licens or shall reimburse all such payme
to the Licensee immediately on eceipt of the into nation .thut
the paynert
of any amount by the l icensee on behalf of the icensor. I: tte event, the
Licensor fails to rennburse the same within / days from the date of intimatior.
the Licensee reserves the ight to recover the amount patd with interest by
adjusting the same against the monthly fee to be paid by the Licensee to the
Licensor.
The Licensee shall upon execution of this Agreement pay the Security Deposit
to the Licensor and during the term of this Agreement regularly pay to the
Licensor the monthly License Fee due and payable at the time and in the
manner aforesaid:
To pay water as per actual basis and electricity charges for units actually
consumed by the Licensee in the Demised Premises as recorded in the meter
installed by the Licensor for that purpose. Any additional deposit payable
Electricity authority for the increased usage shall be paid by the Licensor
water and electricity meters elC., as
applicable to the Deised Premises are
kept and maintaned in good and substantial
repair, order and condition:
That the entraICe, doot ways and passage etc., ead1ng to the
Demised
Premises are kept sufficiently clean, liqhted, safe and in s obstantial repar and
good order and condition.
IN WITNESS WHEREOF the Licensor hereto has set his/het,its hands to these
presents ar.d the Licensee have caused the same to be executed in a mannr
appearing hereinafter, the day, month and year first here nabove written
SIGNED AND DELIVERED
The Licensee shall permit the Licensor or any authorized person or persons
deputed by the Licensor during the term of this Agreement at reasonable
business hours with prior written notice if the Licensor desires to enter upon
the Demised Premises for inspecting/repairing the state and condition thereoi
The Licensee shall during the period of this Agreement at its own costs.
charges and e xpenses carry out all internal repairs and maintenance tO the
Demised Premises and keep the Demised Premises in good condition. The
Licensee agrees not to do or permitted to be done anything in the Demised
Premises which may be or become a nuisance to the Licensor or other
oCcupiers of the adjoining premises: all the interior decoration, electrical,
computer system, cabling, office automation, air conditioning etc. in the
Demised Premises shall be adequately insured by the Licensee at its own cOst.
INDEMNITY:
The Licensor will indemnify and keep indemnified the Licensee against al/ any
claims, costs, damages, demands, expenses, losses, fines and penalties
and/or liabilities andjor legal proceedings, arbitrations, Suits of whatsoever
nature arising after the commencement of this Agreement in relation to the
Demised Premises on account of:
Any defect in title or actions, claims, suits and proceedings relating to the tile
of the Licensor to the Demised Premises or non-availability of any
permissions/approvals;
If for whatsoever reasons the Licensee's right to peaceful occup ation of the
Demised Premises for carryingon legitimate busine ss is ob structed/denied or
the Licensee is put to any loss, financial or otherwise:
Which materially prejudices the Licensee's rights under this Agreement and
which is not in any ma nner attributable to any act o omission ot the Licensee
The licensee will ndemnity and keep
clamand /or liabilities and/o any sut indemn1fied thc Liren.or aGainst any
and for leqal
not exceeding the agregate annual license fee if it proceocing for an 3noun
arises a ter the
commencement of this Agreement directly due to the neqig:nce or defauit ir
use and occupation of the Demised Premises by the
Licensee.
If during the term of this Agreement, any third party claim or liab1lty
acrues
or arises on the Licensor and /or the Licensee. then the Licensor and/or the
Licensee, whosoever is primarily liable to such claim or liabi ity, will defend th
same at its own cost and e xpense and bear and pay and discharge the sarne
provided such claim or liability has arisen in the course of the term of this
Agreenment in good faith and in the normal course of business and not due to
negligence of either Party. The Licensor agrees not to take up any defense,
claim or stand contrary to the defense or stand or claim taken or made or to
be takenor made by the Licensee and vice-versa provided further it any sucn
claim or liability has arisen or accrued as aresult of willful misconduct or
gross negligence of the Licensor or the Licensee as the case may be, then and
in that event, the Party made liable to ray such claim will be entitled to recover
the same from Party responsible for the act of willful tnisconduct or gross
negligence and the Party responsible for the act hereby agrees to indemniy
and keep indemnified tt.e Party suffering a loss as a result of its willfu!
misconduct or gross negligence.
TERMINATION OF LICENSE:
The Licensor & Licensee shall bear and pay the stamp duty and registration
the
charges in the ratio of S0%: 50% each. Each Party shall bear and pay
The Licenso
professional fees of their respective legal advisors and architects.
Licensee shall keep the
shall keep the original copy of the Agreement and the
duplicate copy of the Agreement.
ENTIRE AGREEMENT: