Exhibit 10.23
AGREEMENT TO LEASE
This Agreement to Lease together with its annexures (hereafter the 'AGREEMENT')
is made and executed at Gurgaon on this 3rd day of March 2004
BETWEEN
(1) M/S UNITECH BUSINESS PARKS LIMITED, a Company, incorporated under the
provisions of the Companies Xxx, 0000, and having its registered office at 0,
Xxxxxxxxx Xxxxxx, Xxxxx, Xxx Xxxxx-00, and Corporate Office in South City I,
Gurgaon, Haryana (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, successors and assigns), through its
Authorized Signatories, (i) Mr. Xxxxxxxxxx Xxxxxx (ii)Xx. Xxxx X Xxxxxx ,
appointed vide board resolution/s dated May 26, 2003; the Party of the FIRST
PART .
AND
(2) M/S GREENFIELD ONLINE PVT. LTD. a Company registered under the Indian
Companies Act, 1956, having its registered office at X-00, Xxxxxxx Xxxxxxx, Xxx
Xxxxx (hereinafter referred to as the 'LESSEE'), which expression shall mean and
include, unless it be repugnant to the context or meaning thereof, its
administrators, executors, successors and assigns, through its authorized
signatory, Xx. X X Xxxxxx, appointed vide board resolution dated February 10,
2002; the Party of the SECOND PART.
The LESSOR AND the LESSEE are hereinafter collectively referred to as the
'PARTIES'
WHEREAS
(A) The Lessor is the absolute owner of a plot of land admeasuring 4.39 acres
in Xxxxxxx Xxx, Xxxxxxx, Xxxxxxx-000000.
(B) The Lessor has developed the said plot of land admeasuring 4.39 acres in
Sushant Lok, Gurgaon, Haryana by constructing thereon a multi-storied
commercial complex under the name & style of `Unitech Trade Centre'
(hereinafter referred to as the `SAID COMPLEX') in accordance with the
Building Plans approved and sanctioned by the Director, Town and Country
Planning, Haryana, Chandigarh.
(C) The Lessee has approached the Lessor to take on lease office space on the
First Floor of the Complex, admeasuring 19,253 sq. ft. as more
particularly marked in the Annexure I hereto (hereinafter referred to as
the "Premises").
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(D) The Lessee has represented and warranted to the Lessor that it has the
power and authority to take on lease the Premises and to enter into and
perform this Agreement.
(E) The Lessor has represented that it has the power and authority to grant
the lease and has accepted the proposal of the Lessee to give it on lease
the Premises together with the right to use 19 car parking slots, in the
upper/lower basement of the complex for a period of three years to
coincide with the term of the Lease Agreement.
NOW THEREFORE, THIS AGREEMENT WITNESSETH AS UNDER:
ARTICLE 1
LEASE
1.1 The Lessor hereby agrees to give on lease to the Lessee and the Lessee
hereby agrees to take on lease from the Lessor the premises i.e. the
office space admeasuring 19,253 sq. ft. of super built - up area on the
First floor, Unitech Trade Centre, Sushant Lok, Tehsil and Xxxxxxxx
Xxxxxxx, Xxxxxxx-000000, as detailed and marked in the Annexure I hereto,
subject to the mutual rights and obligations as contained in this
Agreement.
1.2 The Lessor further agrees to allot and give the right to Lessee to use
car-parking space for 19 cars earmarked in the basement during the term
of this lease free of cost. The Lessor also agrees to give the undivided
rights to use to the Lessee of all the common areas in the Complex along
with other occupants of the Said Complex.
ARTICLE 2
TERM OF THE AGREEMENT
2.1 The Agreement shall commence from the date of signing of this
Agreement("Lease Commencement Date") and which, shall continue to be in
force and binding between the Parties for a initial period of three years
(hereafter referred to as the 'LEASE PERIOD'). The same can be renewed
for another two term of three years each at the Lessee's discretion by
providing Lessor with notice of its intention to renew the Lease, 90 days
prior to expiration of the then existing Term. Each renewal will be on
the same terms and conditions as contained in this lease with an
escalation in Rent and Security Deposits by 12%. A fresh lease agreement
shall be executed upon every such renewal.
2.2 It is agreed between the Parties that the said Lease Period of 3 (three)
years shall be regarded as the lock-in-period, wherein the lease cannot
be terminated by the either Party before the expiry of three years,
subject however to Lessor's right and remedies as provided in Article 11.
If the Lessee surrenders
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the Premises before the expiry of initial 3 (three) years from the date
of commencement of the lease, the Lessee shall be liable to pay rental
for the entire lock-in period of 3 (three) years. In the event the Lessee
wishes to discontinue / terminate the lease anytime beyond the first
three-year period, the Lessee shall be at liberty to do so. However, any
such termination by the Lessee during any renewed term of Lease shall be
upon serving three months' written notice to the Lessor.
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 rent @ Rs. 38/- per sq. ft. per
month) on the super area i.e. Rs. 7,31,614/- (Rupees Seven Lacs Thirty
One Thousand Six Hundred and Fourteen Only) per month for the initial
period of three years in respect of the Premises. It is clarified that
the above rental shall include the cost of doing false ceiling, false
ceiling lighting, a/c ducting , fire sprinkler and cement screeding,
subject to a maximum expense cap of Rs.225/- per sq. ft. on the super
area, which shall be provided by the Lessor in the Premises.
3.2 The rent for the Premises shall commence from July 01, 2004.
3.3 In the event the lease is extended for a further period of three years,
the increase in the Rent and Security Deposits shall be 12% (Twelve
percent) over the rent of the preceding term.
3.4 The rent and the other charges in respect of the Premises as specified in
this Agreement shall be paid monthly in advance on or before the 7th of
each calendar month in respect of the month for 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 also be payable
by the Lessee to the Lessors.
3.5 In addition to the monthly rent payable, the Lessee agrees to pay and
shall always maintain with the Lessor as Interest Free Refundable
Security Deposit (herein referred to as the `Security Deposit'), an
amount that shall always be equivalent to 6 (six) months rent of the said
Premises. The Security Deposit payable by the Lessee to the Lessor for
the Lese Period shall be a sum of Rs.43,89,684 /- (Rupees Forty Three
Lacs Eighty Nine Thousand Six Hundred Eighty Four Only).
3.6 That the Lessee has paid unto the Lessor a sum of Rs. 21,94,842/-,
equivalent to three months of Rent towards part of the Security Deposit
and the balance of the Security Deposit, equivalent to Rs. 21,94,842/-
shall be payable at the time of signing and execution of this Agreement.
3.7 Upon increase in rent by 12% in the renewed periods, the aforesaid
Security Deposit shall automatically stand increased from the first month
of renewed period so as to be always equal to Six months of the
corresponding rent. The
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Lessee along with the rent shall pay the increased amount of Security
Deposit upon each renewal of Lease.
3.8 The entire amount of Security Deposit paid by the Lessee during the lease
period shall be kept by the Lessor which shall be refunded by the Lessor
to the Lessee without any interest upon the Lessee surrendering peaceful,
vacant and physical possession of said premises, free from all
encumbrances, upon expiry or earlier termination of this Lease, subject
to adjustment of arrears of rent and any other sums due and payable under
this Agreement, if any.
3.9 The rent payable by the Lessee to the Lessor shall also be subject to
statutory deductions.
3.10 If the Lessee vacates the Premises upon termination or expiry of this
Agreement after serving the due notice as prescribed, and the Lessor
fails to refund the Security Deposit to the Lessee simultaneously with
the Lessee handing over the vacant possession of the Premises to the
Lessor, the Lessor shall, on the unpaid Deposit, pay to the Lessee an
interest @ 18% per annum from the date on which the Security Deposit
becomes due for refund till the date of actual payment.
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 Said Complex. In
the event the Maintenance Agreement is not signed within one week of
signing of the Agreement; the Lessor shall have the right to terminate
the Agreement in terms of clause 11 of the Agreement. The said
Maintenance Agreement shall form part of the Agreement and is annexed
hereto as Annexure `II', and the Lessee hereby undertakes to abide with
all the terms and conditions stipulated therein
ARTICLE 5
REPRESENTATION AND OBLIGATION OF LESSOR
5.1 That the Lessor is the absolute owner of the Premises and is in peaceful
possession of the same, free from all encumbrances and direct litigation
on the Premises.
5.2 That the Lessor has the power and authority to grant the lease.
5.3 That the Premises can be used for office purposes.
5.4 That the Premises have been constructed in accordance in accordance with
the approved building Plans and that the Lessor is not in breach of any
statutory / municipal regulation with respect to the Premises.
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5.5 That the Lessor shall not hold the Lessee responsible for any previous
dues, taxes, levy, etc., if any due upon the Lessor prior to the
execution of this Agreement.
5.6 For the purposes of this Lease, the Lessee may take possession of the
Premises immediately upon the execution of this Agreement to Lease by
both parties.
5.7 The Lessor shall permit the Lessee to carry out at the cost of the
Lessee, but without in any way damaging the main structure of the
Premises, internal partitions and other internal alterations and
additions which are not visible from outside, as may be necessary for the
business of the Lessee provided that such internal alterations or
additions shall not be in violation of any local laws, bye laws or
regulations.
ARTICLE 6
TITLE AND OWNERSHIP
6.1 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. The
Lessee shall at no time contest or challenge the Lessor's sole and
exclusive right, title and interest in the Premises.
6.2 The Lessee also agrees and undertakes not to sell, assign or sublet the
Premises or otherwise encumber or suffer a lien thereon without the prior
consent of the Lessor in writing. However, the Lessee has the right to
sublet the Premises in full thereof to a party, who would be bound under
the same terms and conditions as stated in this Lease. A written
permission shall be obtained before the subletting the premises and the
Lessor shall not withhold such permission unreasonably. The Lessee shall,
however, remain solely responsible for the rental payments, title and
session to the Lessor.
6.3 Conditional upon the Lessee's compliance with and fulfillment of the term
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.
ARTCLE 7
REPRESENTATIONS AND OBLIGATIONS OF LESSEE
7.1 The Lessee shall pay to the Lessor rent and all other sums payable under
this Agreement not later than the 7th day 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 It is clearly understood by the Parties that currently there are no
municipal taxes or levies payable with respect to the said Premises. If
any municipal taxes or levies are levied by local or state authorities
with respect to the said Premises the same shall be borne by the Lessee.
However liability of the Lessee to pay such tax or levy shall be from the
Lease Commencement Date.
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7.3 To pay by the due date meter, hire and electricity charges as recorded in
the meter and water charges pertaining to the aforesaid premises. In the
event of there being common meter for common services the Lessee shall
jointly with other occupants of the Said 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 internal of the Premises at
its own cost.
7.5 To permit the Lessors and their representative at all reasonable hours,
after prior notice of 24 hours to enter into the Premises for the purpose
of inspection or maintenance of services or for any other purpose.
7.6 The insurance of the interiors of the Premises shall be the
responsibility of the Lessee and the Lessor shall not in any case be
liable for any damage or loss occurred to the interiors or articles
within the premises.
7.7 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.
7.8 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.
7.9 To display name and address of its office only at such place(s) at
designate places and in the manner as may be permitted by the Maintenance
Agency and not to do any act in this respect, which is contrary to the
terms and condition of the maintenance agreement.
7.10 The Premises shall be used only by the Lessee for its own, associates,
subsidiaries, group companies and affiliates office purposes 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, with any other
party without the prior written consent of the Lessor, and further
undertakes to produce relevant documents to substantiate the group
companies, subsidiaries etc.
7.11 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.
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ARTICLE 8
INDEMNITY
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 and hold harmless the Lessor
against any such loss. The Lessee shall indemnify the Lessor against all
arrears of rent and any other sum due and payable by the Lessee if the
total sum of such arrears and dues of the Lessee is in excess of the
amount deposited as the Security Deposit.
ARTICLE 9
INSPECTION
9.1 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 of atleast 24 hours in writing to the Lessee, except in
cases of emergency, to enter upon the Premises for the purpose of
inspecting the service and maintenance in the Premises.
9.2 The Lessee shall permit the Lessor or its authorized representative to
enter into the Premises with prior notice of atleast 24 hours in writing
to the Lessee, except in cases of emergency to check for the compliance
with the Agreement.
ARTICLE 10
GENERAL
10.1 STAMP DUTY
The Agreement for the Premises shall be registered and the charges
pertaining to the stamp duty shall be borne by the Lessee.
10.2 ASSIGNMENT/ SALE
The Lessor shall have the right to sell or transfer the Premises, in part
or in full, during the period of lease to any third party(s). However,
the Lessor shall ensure that the third party(s) shall be bound by and
adhere to the terms and conditions of the Agreement to ensure
uninterrupted and peaceful enjoyment of the Premises by the Lessee for
the period of lease and any renewal periods.
10.3 FORCE MAJEURE
The Parties 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), provided however,that if, on account of Force Majeure as
aforementioned the Lessee is unable to fully 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. No
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rental, maintenance shall be due during any period where Lessee cannot
fully use or enjoy the Premises due to a Force Majeure. However inability
to pay rents, for any reason whatsoever, shall not constitute an event of
Force Majeure.
10.4 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.
ARTICLE 11
TERMINATION
11.1 The Parties may terminate this Agreement in the following manner:
11.1.1 By the Lessor upon happening of Events of Default of Lessee
11.1.2 By either Party upon the other committing any material breach of the
terms and conditions of this Agreement, which breach remains uncured for
more than 30 days after proper notice from such Party.
11.1.3 The execution or performance of this Agreement, by the Lessor or the
Lessee, is contrary to applicable law.
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 Upon Lessee committing any material breach of the terms and conditions of
this Agreement, which breach remains uncured for more than 30 days after
proper notice from the Lessor.
11.2.3 The Lessee fails to pay any of the maintenance charges or part thereof or
other payment required in the maintenance agreement when due and such
failure is not cured by the Lessee as provided therein. It is also agreed
between the Parties that termination of the maintenance agreement shall
be simultaneous with this Agreement and in accordance with the terms and
conditions stipulated therein.
11.2.4 The Lessee omit to perform, observe any covenant or condition to be
observed and performed of this Agreement and shall continue to do so or
does not remedy the breach within thirty (30) days after written notice
received in respect thereof;
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11.2.5 The Lessee transfers or part with possession or sublets, without the
permission of the Lessor as provided for in Section 6.2, or encumbers or
creates any lien or endangers the Premises;
11.2.6 The Lessee becomes insolvent or bankrupt or makes an assignment for the
benefit of creditors, with regard to the said Premises;
11.2.7 Shall be in default under any other agreement executed with the Lessor
and / or such default is continuing and not cured.
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 30 days
thereof, Lessor may, at its sole discretion to 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.
11.3.2 The Lessor may adjust all moneys including unadjusted advance rentals
deposited by the Lessee under this Agreement against all sums due to the
Lessor including interest, 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
as per the clause 8 of the Agreement.
ARTICLE 12
COSTS
The Lessee shall be liable for all legal fee and other cost and expenses,
as determined by the Arbitrator / Courts, resulting from the foregoing
defaults of the Lessee as mentioned in the clause 7 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
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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
16.1 This Agreement shall be construed and the legal relations between the
Parties hereto shall be determined and governed according to the laws of
India.
16.2 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 transaction.
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 three arbitrators, one to be
appointed by each Party and a presiding arbitrator to be appointed by the
said two Arbitrators, within thirty days of the invocation of the
arbitration. 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
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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 AND YEAR FIRST ABOVE WRITTEN IN THE PRESENCE OF THE
FOLLOWING WITNESSES :
SIGNED, SEALED & DELIVERED
For & on behalf of
LESSEE / LESSOR /
SECOND PARTY FIRST PARTY
AUTHORISED SIGNATORY AUTHORISED SIGNATORY
Witnesses :
