AGREEMENT TO LEASE
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This Agreement to Lease together with its annexure (hereafter referred to as the
'AGREEMENT') is made in Delhi on this 1st day of October 2002.
BETWEEN
UNITECH LIMITED, a Company incorporated under the provisions of Companies Act,
1956 and having its registered office at Building xx. 0, Xxxxxxxxx Xxxxxx,
Xxxxx, Xxx Xxxxx- 110 017 and regional office at Unit no. 101, Ground Floor,
Signature Towers, South City-I, Xxxxxxx-000 000, Xxxxxxx (hereinafter referred
to as the 'LESSOR' which expression shall, unless it be repugnant to the context
or meaning thereof, be deemed to include its administrators, executors and
successors) acting through its Authorized signatories Xx. Xxxxxx Xxxxxxx and Xx.
Xxxxx Xxxxxx duly authorized vide resolution dated 29th August 2002.
AND
PERFEXA SOLUTION PVT LTD. a Company incorporated under the provision of
Companies Act, 1956 and having its registered office at 0xx Xxxxx, 000 Xxxxxx
Xxxxx, Xxx Xxxxx - 110 017 (hereinafter referred to as 'LESSEE', which
expression shall, unless it be repugnant to the context or meaning thereof, be
deemed to include its administrators, executors, and successors) through its
authorised signatory Mr. Teg X. Xxxxxx authorized vide resolution dated 28th
September 2002.
The LESSOR and the LESSEE are hereinafter collectively referred to as the
'PARTIES'
WHEREAS the Lessor has developed on a plot of land admeasuring 2.696 acres in
Xxxxx Xxxx-X, Xxxxxxx, Xxxxxxx-000000 a Commercial Complex with a twin level
basement car parking called 'UNITECH BUSINESS PARK' (hereinafter referred to as
the 'COMPLEX') in accordance with approved building plans for commercial use by
the Director, Town and Country Planning, Government of Haryana, Chandigarh vide
Letter no. 11804 dated 03/08/2002.
AND WHEREAS the twin level basement car parking is having an approximate area of
1,38,015 sq. ft.
AND WHEREAS the Lessor has obtained completion certificate vide letter dated
11th June 2002 from the Director, Town and Country Planning, Chandigarh.
AND WHEREAS the Lessor has represented and warranted the Lessee that it has the
power and authority to lease office space on 1st floor in Tower A of the Complex
bearing Unit Nos. 101 to 108 admeasuring total area of 15,422 sq.ft.
(hereinafter referred to as the 'PREMISES') and also to enter into lease and
perform and execute this Agreement.
AND WHEREAS the Lessee has represented and warranted the Lessor that it has the
power and authority to enter into lease and perform and execute this Agreement.
AND WHEREAS the Parties have accepted the proposal of leasing out the Premises
by the Lessor to the Lessee together with the right to use 15 car parks
allocated in the lower / upper basement of the Complex for a period of 3 years.
AND WHEREAS the Parties have further agreed that the rent of the Leased
Premises shall commence after three months from the date of executing this Lease
Agreement i.e. 01/01/2003.
AND WHEREAS in pursuance hereof the Parties agree to execute this Agreement in
accordance with the terms and conditions mentioned hereinafter.
NOW THEREFORE, THIS AGREEMENT WITNESSETH AS UNDER:
ARTICLE 1
LEASE
1.1 The Lessor hereby agrees to lease to the Lessee and the Lessee hereby
agrees to take on lease from the Lessor, subject to the mutual rights and
obligations as contained in the Agreement, the Premises in the Complex.
1.2 The Lessor further agrees to allot and give the right to use car-parking
space for 15 cars earmarked in the basement. The Lessor also agrees to give the
rights to use the common areas in the Complex along with other occupants of the
Complex.
ARTICLE 2
TERM OF THE AGREEMENT
2.1 The Agreement shall commence from the date of execution of this
Agreement, however, the rent shall commence 3 (three) months after the execution
of this Agreement, which shall continue to be in force and binding between the
Parties for a period of 3 (three) years (hereafter referred to as the 'LEASE
PERIOD'). However, the Lessee shall have the option to execute fresh lease
agreement to renew the period of lease for a further two terms of three years
each.
It is agreed between the Parties that the Lease Period shall be regarded as the
lock-in-period, wherein the lease cannot be terminated by the Lessee. However,
If the Lessee surrenders the Premises before the expiry of Lease Period, the
Lessee shall be liable to pay the rental for the balance lock-in period of 3
(three) years at the time of such surrender or termination.
ARTICLE 3
RENT AND SECURITY
3.1 In consideration of the Lessor agreeing to lease out to the Lessee the
Premises, the Lessee shall pay the Lessor the rent @ Rs. 34/- per sq. ft. per
month for Lease Period in respect of the Premises from 01.01.2003 which is 3
months after the execution of this Agreement.
3.2 In the event the Lessee exercises its option to extend lease for a
further period of three years, the new lease agreement shall be executed between
the Parties on same terms and conditions except that there shall be increase in
the rent by 20% (twenty percent) over the rent of the last term. However, the
lessee shall give Lessor three months notice of such extension.
3.3 The rent and the other charges in respect of the Premises as specified
in this Agreement shall be paid monthly in advance by the 7th of each calendar
month in respect of which the rent is due. Any delay in payment of rent by the
due date shall attract levy of interest @ 18% p.a. for the period of delay,
which shall be payable by the Lessee to the Lessor.
3.4 In addition to monthly rent payable by the Lessee in accordance with the
aforesaid clauses, the Lessee shall also pay a sum of Rs. 15,73,044/- (Rupees
fifteen lacs seventy three thousand and forty four only) towards an interest
free security deposit equivalent to 3 month's rentals. A sum of Rs.5,24,348/-
(Rupees five lacs twenty four thousand three hundred and forty eight only) out
of this security deposit amount has already been paid at the time of signing
the Letter of Intent and the balance amount of security deposit shall be
payable at the time of signing of this Agreement.
3.5 In the event of increase in the rent of the Premises upon the execution
of fresh lease, the security deposit shall automatically stand increased
equivalent to three months rental of the corresponding term .
3.6 Upon termination of this Agreement in accordance herewith, the Lessor
shall refund the interest free security deposit only upon the Lessee
surrendering the peaceful, vacant and physical possession of the Premises. In
the event the Lessee extends its stay in the Premises beyond the term of the
Lease Period without executing a fresh lease. the Lessee shall be liable to
(compensate the Lessor) for the period of such extended stay in the Premises at
the rent on prevailing market rate in the area, without prejudice to Lessor's
right available in Article 15 .
3.7 The rent payable by the Lessee to the Lessor shall also be subject to
statutory taxes / deductions as applicable at the time of making payments.
3.8 If the Lessee vacates the Premises upon termination or expiry of this
Agreement after serving 3 months notice, and the Lessor fails to refund the
security deposit to the Lessee provided that there are no arrears of rent or any
other amount over due under this Agreement, simultaneously with the Lessee
handing over the vacant possession of the Premises to the Lessor, the Lessor
shall, on the unpaid deposit left after adjustment of arrears if any, pay to the
Lessee an interest @ 18% per annum from the date on which the deposit becomes
due for repayment till the date of repayment of the deposit.
ARTICLE 4
MAINTENANCE
The Lessee hereby agrees that it shall simultaneously enter into a separate
Maintenance Agreement with the maintenance agency for the maintenance of the
Premises and the Common Areas of the Complex. The said Maintenance Agreement
shall form part of the Agreement and the Lessee hereby undertakes to abide with
all the terms and conditions stipulated therein.
ARTICLE 5
TITLE AND OWNERSHIP
5.1 Save as otherwise provided in this Agreement, no right, title or
interest in the Premises shall pass to the Lessee by virtue of these presents.
5.2 The Lessee also agrees and undertakes not to assign or sublet or
otherwise encumber or suffer a lien the Premises without the prior consent of
the Lessor in writing.
5.3 Conditioned upon the Lessee's compliance with and fulfillment of the
terms and conditions of this Agreement, the Lessee shall have the right to have
exclusive peaceful possession of the Premises for the full term of the
Agreement.
ARTICLE 6
REPRESENTATION AND OBLIGATIONS OF THE LESSOR
6.1 The Lessor represents to the Lessee that it has authority to enter into
this Agreement and to carry out the transaction contemplated hereby.
6.2 The Lessor represents to the Lessee that it has taken all action
required to be taken by them for the execution and delivery of this Agreement
and the consummation of the transaction contemplated hereby, and no other
proceedings on the part of the Lessor will be necessary to consummate the
transaction contemplated hereby. This Agreement is a legal, valid and binding
agreement of Lessor, enforceable in accordance with its terms.
ARTICLE 7
REPRESENTATIONS AND OBLIGATIONS OF LESSEE
7.1 The Lessee as agreed aforesaid under sub-clause 3.1 shall pay the Lessor
the rent and all other sums payable under this Agreement not later than the 7th
day of the month in advance. In the event of any delay the Lessee shall be
liable to pay interest @18% per annum on all amounts due and payable by the
Lessee under this Agreement.
7.2 That it is agreed between the Parties that the Lessee shall bear and
discharge all tax incidence imposed by any Government / Municipal / Local
Authorities relating to the Premises, in excess of 10% (ten) of the rent as
mentioned hereinabove, on pro-rata basis i.e. on the super area leased to
lessee.
7.3 To pay by the due date meter hire charges, electricity charges as
recorded in the meter and water charges. In the event of there being common
meter for common services, the Lessee shall jointly with other occupants of the
Complex shall pay within 7(seven) days from the date of the xxxx to the Lessors
the proportionate cost of water and electricity charges calculated on the super
built-up area of the Premises.
7.4 To carry out day-to day maintenance of the Premises occupied by the
lessee at its own cost.
7.5 The insurance of the interior of the Premises shall be of the Lessee and
the Lessor shall not in any case be liable for any damage or loss occurred.
7.6 To use the Premises for office purposes only and not to carry on or
permit to be carried on in the Premises or in any part thereof any activities
which shall be or are likely to be unlawful, obnoxious or of nuisance, annoyance
or disturbance to other tenants/ occupants in the Complex.
7.7 It is agreed by the Lessee not to keep or store any goods of hazardous
or combustible nature or otherwise so as to affect the construction or the
structure of the Complex.
7.8 To display name and address of its office only at such place(s) as
agreed in Clause 10.4 of this agreement and not to do any act in this respect
which is contrary to the terms and condition of the maintenance agreement.
7.9 The Premises shall be used only by the Lessee for its own office,
associates, subsidiaries, group companies and affiliates and the Lessee
undertakes that it shall not assign, transfer, mortgage, sublet or grant leave
and license or transfer or part with or share possession in any manner
whatsoever, of any portion of the Premises, and further undertakes to produce
relevant documents to substantiate the group companies, subsidiaries etc.
7.10 The Lessee shall not make any structural additions or alterations in
the Premises unless specifically allowed by the Lessor, and if any structural
addition or alteration are permitted then the Lessee shall make sure that upon
vacating the premises, the Lessee shall remove all such fittings and alterations
and restore the Premises in its original condition except reasonable wear and
tear.
7.11 The Lessee shall carry out at its own cost but without in any way
damaging the main structure of the Premises, the interiors, internal partitions
and other internal alterations and additions which are not visible from outside
as may be necessary for the business of the Lessee and shall keep the Lessor,
its representatives, officer and other visitors indemnified for any loss
occasioned due to carrying out the interiors.
ARTICLE 8
INDEMNITY
8.1. By Lessor
From the date of the Agreement, the Lessor, shall indemnify and hold harmless
Lessee from and against any liabilities, claims, demands, judgments, losses,
costs, damages or expenses whatsoever (collectively, "Damages") that Lessee may
sustain, suffer or incur and that result from, arise out of or relate to
(a) any breach of any of the respective representations, warranties and
obligations of the Lessor contained in this Agreement, and
(b) any liability of Lessor involving taxes due and payable by, or imposed
on the Premises with respect to the Lessor for any and all taxable periods
ending on or prior to the date of this Agreement, whether or not such taxes have
been due and payable.
8.2. By Lessee
The Lessee acknowledges that the Lessor shall not be liable to the Lessee
for any special, consequential or indirect loss arising out of this Agreement
and undertakes to indemnify the Lessor for any loss. The Lessee further
indemnifies the Lessor, of the arrears of rent and any other sum due and payable
by the Lessee exceed the amount deposited as the security.
ARTICLE 9
INSPECTION
The Lessor or its designated representative shall have the right from time to
time during the normal business hours on any working day with prior notice in
writing to the Lessee to enter upon the Premises for the purpose of inspecting
the service and maintenance in the Premises.
ARTICLE 10
GENERAL
10.1 STAMP DUTY
The Agreement for the Premises shall be registered, the charges pertaining to
the stamp duty shall be borne by the Lessor.
10.2 FORCE XXXXXX
The Lessors shall not be held responsible for any consequences or liabilities
under this Agreement by reason of restrictive Governmental Laws or Regulations,
riots, insurrection, terrorist action, natural calamity, and acts of God etc.
Subject to what is stated hereinafter in this Clause, the term of this lease
shall automatically stand extended during the operation, occurrence or
continuance of Force Majeure circumstance(s). That if, on account of Force
Xxxxxx as aforementioned the Lessee is unable to use or enjoy the Premises
herein demised for a continuous period of 90 days, then the Lessee may in its
sole discretion terminate or continue with this lease. However, the financial
constraint of Lessee shall not be a cause of Force Majeure.
10.3 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and revokes
and supersedes all previous agreements between the Parties, if any, concerning
the matters covered herein whether written oral or implied. The terms and
condition of this Agreement shall not be changed or modified except by written
amendments duly agreed between the Parties.
10.4 SIGNAGE
Lessee hereby agrees that it will not put up any name or sign board,
publicity or advertisement material on the external xx xxx of the Premises or
anywhere in the common areas without the prior permission of the Lessor and
nominated maintenance agency of Lessor.
10.5 ASSIGNMENT
The Lessor shall have the right to sell or transfer the Premises during the
period of lease to any third party. However, that the Lessor shall ensure that
the third party shall be bound by and adhere to the terms and conditions of the
Agreement for uninterrupted and peaceful enjoyment of the Premises by the Lessee
for the period of Lease.
10.6 PRE-EMPTIVE RIGHT
The Lessee shall have the Pre-emptive Right to take on lease the 2nd Floor of
the Premises before the Lessor leases the Premises to any third party. The
Lessor shall however, intimate the Lessee for its concurrence on such lease.
ARTICLE 11
TERMINATION
11.1 The Lessor may terminate this Agreement if any of the following
occurs:
11.1.1 Upon happening of Events of Default as set out in clause 11.2 of this
Agreement.
11.1.2 Upon Lessee committing any breach of the terms and conditions of this
Agreement.
11.1.3 Upon happening of an event which indicates that the Lessee is
unable or may in the future be unable to pay its debts as and when
they fall due.
11.1.4 The execution or performance of this Agreement, by the Lessor or the
Lessee, in the opinion of the Lessor is contrary to applicable law or is
otherwise prevented due to a reason beyond either party's reasonable control.
11.2 EVENTS OF DEFAULT:
An event of default by Lessee shall occur hereunder if:
11.2.1 The Lessee fails to pay any of the lease rentals or part thereof or other
payment required hereunder when due and such failure continues for a period of
30 days after written notice is sent to the Lessee.
11.2.2 The Lessee fails to pay any of the maintenance charges or part thereof or
other payment required in the maintenance agreement when due. It is also agreed
between the Parties that termination of the maintenance agreement shall be
simultaneous and in accordance with terms and conditions stipulated therein.
11.2.3 The Lessee omits to perform, observe any covenant or condition to be
observed and performed in this Agreement and shall continue to do so or does not
rectifies the breach within thirty (30) days after written notice received in
respect thereof.
11.2.4 The Lessee attempts to transfer or part with possession or sublets or
encumbers or creates any lien or endangers the Premises.
11.2.5 The Lessee commits an act of bankruptcy or becomes insolvent or bankrupt
or makes an assignment for the benefit of creditors.
11.3 REMEDIES
Upon the occurrence of any Event of Default and at any time thereafter, in
addition to the right available to the Lessor in the Agreement here in above,
the Lessor shall declare all sums due and to become due hereunder for the full
term of the lease, immediately due and payable by the Lessee and upon the Lessee
failing to make the said payment within 15 days thereof, Lessor may, at its sole
discretion do the following:
11.3.1 The Lessor may forthwith re-enter upon the Premises or any part thereof
and this Agreement shall thereupon stand determined but without prejudice to
any claim which the Lessor may have against the Lessee in respect of any breach,
non- performance or non- observance of the covenants or conditions herein
contained and;
11.3.2 The Lessor may adjust all moneys deposited by the Lessee under this
Agreement against all sums due to the Lessor including Security Deposit as
damages, etc. However, if the arrears of rent and any other sum due and payable
by the Lessee exceed the amount deposited as security, then the Lessee shall pay
/ indemnify the Lessor in accordance with the term of this Agreement.
11.4 The Lessee can terminate / surrender the Premises at any time during the
Lease Period after giving three months notice along with the payment of rent for
the balance lock-in period.
ARTICLE 12
COSTS
The Lessee shall be liable for all legal fee, in any, and other cost and
expenses resulting from the foregoing defaults of the Lessee as mentioned in the
clause 11 .2 above.
ARTICLE 13
WAIVER
Any expressed or implied waiver by the Lessor of any default shall not
constitute a waiver of any other default by the Lessee or a waiver of any of the
Lessor's right. All original rights and powers of the Lessor under this
Agreement will remain in full force, notwithstanding any neglects, forbearance
or delay in the enforcement thereof by the Lessor, and the Lessor shall not be
deemed to have waived any of the Lessor's rights or any provision of this
Agreement or any notice given hereunder unless such waiver be provided in
writing by Lessor and any waiver by the Lessor of any breach by the Lessee of
the Agreement shall not be deemed a waiver of any continuing or recurring breach
by the Lessee of the Agreement.
ARTICLE 14
APPLICABLE LAW AND JURISDICTION
14.1 This Agreement shall be construed and the legal relations between the
Parties hereto shall be determined and governed according to the laws of India.
14.2 That the Civil Courts at Gurgaon and Punjab & Haryana High Court at
Chandigarh alone shall have jurisdiction in all matters arising out of and/or
concerning this Agreement.
ARTICLE 15
ARBITRATION
15.1 All disputes, difference or disagreement arising out of, in connection
with or in relation to this Agreement shall be mutually discussed and settled
between the Parties.
15.2 All disputes, difference or disagreement arising out of, in connection
with or in relation to this Agreement, which cannot be amicably settled, shall
be finally decided by arbitration to be held in accordance with the provisions
of the Arbitration and Conciliation Act, 1996. Any arbitration pursuant
hereunder shall be a domestic arbitration under the Applicable Law.
15.3 The venue of arbitration shall be Gurgaon or such other place as may be
mutually agreed between the Parties and the language of arbitration shall be
English.
15.4 The arbitration shall take place before two arbitrators, one to be
appointed by each Party within thirty days of the invocation of the arbitration.
If the arbitrators appointed by each Party fail to arrive at a common award,
the arbitrators shall appoint an umpire. The award shall be rendered in English
Language.
ARTICLE 16
NO PARTNERSHIP/AGENCY
Nothing in this Agreement shall be construed as creating a partnership or joint
venture between the Lessee and the Lessor. 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.
ARTICLE 17
NOTICE
Any notice to be served on either of the Parties by the other shall be sent by
prepaid recorded delivery or registered post or by fax at the address shown at
recital of the Agreement and shall be deemed to have been received by the
addressee within 72 hours of posting or 24 hours if sent by fax or by electronic
mail.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET THEIR HANDS AND SEAL TO THESE
PRESENTS ON THE DAY, MONTH & YEAR FIRST ABOVE WRITTEN IN THE PRESENCE OF THE
FOLLOWING WITNESSES :
SIGNED, SEALED & DELIVERED
UNITECH LIMITED
AUTHORISED SIGNATORY
PERFEXA SOLUTION PVT LTD
/s/ Teg Xxxxxx
AUTHORISED SIGNATORY
Witnesses :
