Exhibit 10.11
MEMORANDUM OF LEAVE AND LICENSE
This Memorandum of Leave and License made on this ____ day of November 1996
between:
(1) Xxxxx Xxxxxxxx, residing at 000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000,
X.X.X.
(2) Xxxxx Xxxxxxx, residing at 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx XX 00000,
X.X.X.
(hereinafter collectively referred to as "the Licensors," which expression
shall, unless repugnant to its context, mean and include their heirs, successors
and assigns) of the One Part;
and
Mascot Systems Private Limited, a company incorporated under the Companies
Act, 1956 and having its Registered Office at 401 to 410, "C" Wing, Xxxxxx
Xxxxx, 00/0 Xxxxxxx Xxxxxx Xxxx, Xxxxxxxxx 560 001 (hereinafter referred to as
"the Licensee," which expression shall include its successors and liquidators or
assigns) of the Other Part.
WHEREAS, the Licensors are the owners of commercial premises bearing
Corporation No. 1 in xxxx no. 66 (previously known as property no. 99 of
Jakkasandra Village and Survey no: 49/43A) situated on Xxxxxxxxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxxx more particularly described in the Schedule appended
hereto (hereinafter referred to as "the said premises").
WHEREAS, the Licensees are desirous of taking the said premises on leave
and license basis for use as software development center.
NOW THIS MEMORANDUM WITNESSES AS UNDER:
1) The Licensee has been given a License to make use of the said premises
and more particularly described in the Schedule appended hereto.
2) The said license has been and shall be regarded as operative from
October 1, 1996. The Licensee has agreed to and shall continue to pay
license fee in the sum of Rs. 3,25,000 (Rupees three lakhs twenty-five
thousand only) per month, inclusive of Municipal Taxes, Cess and all
other charges leviable by the local Municipal Authorities. The said
sum shall be paid in advance by the Licensee to the Licensors
regularly on first day of every English calendar month.
3) Both the Licensors are equal owners of the said premises, and the
Licensee shall pay the monthly License Fee of Rs. 3,25,000 in equal
proportion to both the Licensors by drawing a cheque of Rs. 1,62,500
in the name of each of the Licensor.
4) The said license is given only for the purpose of carrying out the
business activities of the Licensee, and the Licensee shall not sublet
or subassign the same in favour of anyone.
5) The License is personal to the Licensee and the Licensee shall have no
right to sublet, transfer or part with the possession or occupation of
the said premises or any part thereof in any manner and shall not have
any right to allow anyone else to make use of the License given to it
by the Licensors.
6) At all times during the continuance of the license, the Licensees
shall keep the premises in good and substantial and tenantable repair,
and all charges for doing so shall be borne by the Licensee. If,
however, there are any major repairs or any reconstruction required by
reason of any portion falling down, or being in danger
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of falling down, the Licensor shall effect such repairs or make
reconstruction at its own cost.
7) The Licensee shall make use of the said premises carefully and always
keep them neat and clean and all cost for doing so shall be borne by
the Licensee. The Licensee shall not do or cause to be done any act
or thing which may amount to nuisance or annoyance, waste or damage to
the said premises. If any such damage is, however, caused to the
premises, the same shall be repaired by the Licensee at its cost.
8) If the Licensee is desirous of making at its own cost any alterations
or constructions in temporary or permanent structure of constructions
in the said premises to meet or suit its needs it may do so with prior
written consent of the Licensors, provided there is no permanent
damage to the existing premises. Licensors shall not be required to
spend any amount in respect of such alterations or reconstructions,
and the Licensee shall not be entitled to claim any compensation for
such expenses incurred by the Licensee for such alterations or
constructions.
9) The Licensor shall not be liable to the Licensee for any loss or
damage caused to any goods or machinery of the Licensee or the life or
property or invitees in or out of such premises or on the passage
permitted to be used at any time by reason of theft, fire, riot,
leakage of water or any act of God or by any reason whatsoever.
10) In case of any default by the Licensee to abide by the terms and
conditions of this License, including failure to pay the License fee
for a continuous period of three
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months, the Licensor shall be entitled to give the Licensee a notice
of his intention to revoke the License on the expiry of thirty days
from the date of such notice. If the Licensee fails to make good the
breach of terms and conditions or fails to make the payment to
Licensor, the Licensor shall be entitled to revoke the License by
communicating to the Licensee in writing.
11) Nothing contained herein shall create or shall be construed to create
any tenancy right or any interest, estate or rights in respect of the
licensed premises, and the premises shall continue to be and shall be
deemed to continue to remain in the possession of the Licensors.
12) This license shall terminate at the end of eleven months. However, by
consent of the parties, the said period can be extended for further
period of eleven months at a time.
13) The Licensors or their authorized representatives shall at all times
during the continuance of the license be entitled to inspection of the
said premises.
14) If at any time the Licensee is ordered to be wound-up under the orders
of a competent court or authority or by passing a resolution for
winding-up or permanently closes its business or if any receiver is
appointed to take possession of its properties, the license shall come
to an end forthwith automatically, and the Licensors shall be entitled
to forthwith receive the vacant and peaceful possession of the said
premises.
15) In determination or revocation of the License for any other reason
whatsoever, the Licensee shall forthwith hand over to the Licensors
the vacant and peaceful
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possession of the said premises, and the Licensee shall not be
entitled to continue to make use of the premises and shall cease to
make use of the premises forthwith without raising any dispute and
shall remove all its goods, machineries and other properties from the
premises, and no employee or servant or any agent or representative of
the Licensee shall enter the premises, and the Licensors shall be free
to restrain the Licensee and its servants and employees, agents or
representatives from entering the premises and making any use thereof,
and the Licensors shall also be entitled to remove from the premises
any goods or machineries of the Licensee lying in or upon the premises
if need be without resource to a court of law, and without incurring
any liability whatsoever for any claim or compensation.
16) This Memorandum of Leave and License shall supersede all earlier
understandings, written or otherwise, between the Licensors and
Licensee with respect to the lease of the said premises.
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S C H E D U L E
Commercial premises being Corporation No. 1 in xxxx no: 66 (previously known as
property no: 99 of Jakkasandra Village and Survey No: 49/43A) situated on the
Main Road also known as Xxxxxxxxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, consisting
of building with basement, ground floor and four upper floors admeasuring about
32500 square feet of built-up area.
IN WITNESS WHEREOF, the Licensors and the Licensee have signed and sealed
this Memorandum the day and year first above written.
SIGNED, SEALED AND DELIVERED )
by the Licensors )
(1) Xxxxx Xxxxxxxx )
(2) Xxxxx Xxxxxxx )
SIGNED, SEALED AND DELIVERED )
by the Licensee )
Mascot Systems Private Limited )
by its Managing Director )
Xx. X. Xxxxxxxxxxx )
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