LEAVE AND LICENCE AGREEMENT FOR OFFICE PREMISES

THIS AGREEMENT made at Mumbai this……………….day of 2000 between XYZ Ltd., a company incorporated under the Companies Act, 1956 having its Registered Office at …Mumbai -, 400005, hereinafter called "the Licensor" (which expression shall unless repugnant to the context or meaning thereof be deemed to Include its successors and assigns and all persons deriving title from It) of the ONE PART AND ABC Ltd., a company incorporated under the Companies Act, 1956 having its Registered Office at ....................... Mumbai - 400001, hereinafter called "THE LICENSEE" (which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and assigns) of the OTHER PART.
 
WHEREAS
1. The Licensor has built and seized and possessed of a building known as "XYZ Office,Complex" on the land described and situated at ......................within the city and Registration District and Sub District of Mumbai bearing Cadastral Survey No ………………. of Colaba Division.
 
2. The Licensee has requested the Licensor to permit it to use and occupy an area of about ……………….	sq. ft. super built up. , ,
3. The Licensor has considered the request made by the Licensee and has agreed to permit the Licensee to use and occupy by themselves, their officers, their employees to use and occupy the premises admeasuring……………….sq. ft. super built up on the……………….Floor North side of the said building known as XYZ Office Complex on the terms and conditions hereinafter appearing:
 
NOW IT IS HEREBY AGREED AND RECORDED BY AND BETWEEN THE PARTIES AS FOLLOWS
 
1. The Licensor hereby grants to the Licensee leave and license to and use and occupy the office premises admeasuring……………….sq. ft. super built up area on the……………….floor, North side, of the building known as XYZ Office Complex situated at………………Mumbai(hereinafter called the "said premises") for a period of five years commencing from……………….2000 to 2005 with an option in favour of the Licensee to renew the license for a further period of five years;
 
2. The compensation for the use and occupation of the said premises shall be Rs. .... per sq. ft. per month of the super built up area space during the said term of five years. In the event of the Licensee exercising the option of the renewal of the license for a further term of five years on the expiry of the license on ……………….	2005, the Licensee shall pay to the Licensor a  compensation of Rs……………….per sq. ft. per month of super built up space during the period from ............. to .........
 
3. In the event of any parking slot or slots being made available by the Licensor to the Licensee on a request being made by the Licensed to the Licensor and subject to a parking slot or slots being available for use the Licensee shall pay to the Licensor for each car parking slot or slots (if made available) per month a compensation at the rate fixed by the Licensor which for the time being is Rs. 2000 but is subject to revision. In respect of car parking slot or slots the Licensee shall pay to the Licensor the amount of compensation for the balance period of the financial year ending 31st March in advance before putting the car parking slot or slots for use.
 
4. The monthly compensation shall be paid by the Licensee to the Licensor on or before the 10th day of each month to which the compensation relates. In case the Licensee fails to pay the  monthly compensation for a period of 15 days after the same shall have become due the Licensor shall be entitled to terminate the license by giving to the Licensee 15 days notice in writing and on the expiry of the said notice period of 15 days, the license shall stand terminated and the Licensee shall remove itself and all its servants, agents, articles and belongings from the said premises and the car parking slot or slots (if allotted) and hand over the keys of the said premises to the Licensor. On such termination the Licensee shall forthwith cease to use or occupy the said premises and the car parking slot or slots. The said termination shall be without prejudice to the right and remedy of the Licensor to recover all arrears of the compensation and any other money that shall have been owing, due and payable by the Licensee to the Licensor.
 
5. The Licensee shall bear all the charges for the electricity used in the licensed premises as shown by separate meters.

6. The Licensor hereby agrees with the licensee as follows:
 
(a) To keep or cause to be kept the premises in good and tenantable condition.
(b)To provide and maintain various common facilities and to look after and attend to the same like the electricity, water and sanitary fittings, etc provided that in the event of failure of any of the said  facilities/installation due to any reason beyond the control of licensor, the licensee shall have no recourse against the licensor for non availability of the said facilities.
(c) To allow the licensee to bring upon the premises such equipment as is necessary for the use of the premises for authorized purpose.
 
7. The Licensee hereby covenants with the Licensor as under:
(a)The Licensee shall not use the said premises or any part thereof otherwise than as office premises nor shall the licensee use the parking slot or slots if allotted for any purpose other than that of parking their own car/vehicles of their officials/employees other than commercial vehicles.
(b) The Licensee shall not allow any of their employees or servants to stay in the said premises or any part thereof or in the parking space or in any part of the XYZ Office complex building on Sundays and holidays and between the hours of 10 p.m. and 6 a.m. on any other day or such other hours as may be decided by the Licensor from time to time.
(c)The Licensee shall keep the said premises with all fittings and  fixtures of the Licensor in a good state of repair and a neat and tidy condition and shall promptly repair any damage done by the Licensee thereto and replace any broken glasses. The Licensee shall paint polish the said premises at appropriate intervals of time. The licensee shall not apply any finish in the form of paint or varnish on fire detecting/fighting devices.
(d) The Licensee shall not make any changes, alterations or additions into or upon the said premises or any part thereof respectively without obtaining the previous consent in writing of the Licensor and also approval in writing of concerned statutory authority like BMC/Fire Officer provided that such consent of the Licensor will not be unreasonably withheld or delayed and all such changes, alterations and additions when made shall become and be considered the property of the Licensor unless otherwise previously agreed to between the parties hereto in writing. The Licensee shall not also interfere with or alter the elevational control of the building internally or externally.
(e) The Licensee shall not install any heater, hot plate, oven or any other electrical device used for the purpose of heating foodstuff or victuals nor shall Licensee cook or prepare otherwise any foodstuff in the said premises. The Licensor shall provide a pantry on each floor of the said building and shall permit the Licensee to use the space in such pantry for the purpose of making tea or coffee or storing soft drinks or warming food.
(f)The Licensee shall not keep or stock any articles, furniture or goods in the passages or lobbies or any other space meant for common use of the other occupants of the building, nor will the Licensee allow any of their employees, servants or visitors to sit in the passages or lobbies.
(g) The Licensee shall be allowed to appoint a sweeper to broom, clean and sweep the premises and for removing the garbage and shall collect all garbage, waste paper and other discarded materials within the said premises in a receptacle approved by the Licensor and will not keep or throw the same or allow the same or any part thereof to be kept or thrown in the passages or lobbies outside the said premises. The Licensor will arrange for the removal of the said garbage, etc. from the said premises at least once in a day. The Licensee shall use the devices installed by the Licensor for better and more effective disposal of such garbage, waste paper, etc. Without prejudice to the generality of the foregoing clause, the Licensor shall be at liberty to provide or install any device or contraption for better and more effective disposal of such garbage, waste paper or discarded material and in that event, the provisions of sub clause (i) of this clause shall apply mutatis mutandis in respect of the apportionment of cost of such device or contraption amongst its Lessees and/or Licensees.
(h) The Licensee shall not keep any plants or flower pots outside the said premises.
(i) The Licensee shall ensure that sanitary towels are not deposited in the water closet pan or commode. For the convenience of the Licensee the Licensor shall provide at the cost of the Licensee a device or contraption in each cloak room reserved for ladies, such device or contraption being intended for the purpose of depositing the sanitary towels and pulverizing them into pulp by means of incinerator or otherwise. The cost to be reimbursed by the Licensee to the Licensor on this account shall be in proportion which the area of the said premises bears to the total area of the said building leased or licensed by the Licensor.
(j) The Licensee shall not at any time cover the open parking space if licensed to them but shall keep it open to sky at all times.
(k) The Licensee shall not give on Leave and Licence or sublicense basis or permit the use or occupation of the said premises or any part or portion thereof to or by any other person, firm, body or entity.
(l)The Licensee shall not do or cause or allow to be done anything in or about the said premises or in the parking space allotted to them which may be or become a nuisance or a source of danger or annoyance to the Licensor or other occupants or to the tenants/ licensees of the Licensor.
(m) The Licensee shall not keep or store in the said premises or any part thereof any article or goods of a hazardous or inflammable nature or of a nature which may endanger the health or safety of other occupants or tenants/licensee of the XYZ Office Complex or which may require extra or higher premium to be paid by the Licensor to the Insurance Company with which the building of the Licensor may be insured against the risk of fire and other risks.
(n) The Licensee shall not lay or cause to be laid a telephone cable or wire on, over, under or in any area of the building not intended to be part of the said premises. For the convenience of the lessees and licensees, the Licensor has installed main distribution frame (MDF) in the basement of the XYZ Office complex building, on which telephone cables of MTNL are terminated. From this MDF, 50 pair telephone cables are laid by the Licensor upto each floor of the said building and terminated on tag blocks in the junction boxes to the said premises for the purposes of connecting a telephone or telephones to be installed on the said premises by the Licensees. The Licensee shall reimburse to the Licensor the cost of so providing the external cables from MDF in the basement to the junction box, the junction box, tag blocks, conduits, etc. The cost to be so reimbursed shall be in proportion which the said premises bears in the area to the total area of the building leased/licensed, or agreed to be leased/licensed by the Licensor.
(o) The Licensee shall not cut, maim, injure or damage any of the walls, joints, or timber or partition or any other part of the said premises including the building's fixtures, installations, appliances and fittings and shall keep the same in good order and condition. The Licensee shall not without the prior permission in writing of the Licensor make any addition or alteration in the external appearance of the said premises. The Licensee shall with prior permission in writing from the Licensor however, may fix or install fittings or fixtures in the said premises including non-permanent partition, cabins, shelves, racks and other office fittings and to remove the movables. No inflammable material shall be used or permitted to be used by the Licensee in carrying out any interior decoration of the said premises and all materials to be used for interior decoration shall be of non-inflammable nature and shall first get approved by the Licensor and Chief Fire officer
(p) If the Licensor considers it necessary to install or add any equipment or asset for the benefit of all the Lessees/Licensees of the XYZ Office Complex such equipment or asset will be installed or added in the premises at the-cost of such Lessees/Licensees provided that the installation or addition of such equipment or asset is considered necessary and approved by the Lessees/Licensees or not less than three fourth of the built up area that shall have been leased, licensed in XYZ Office Complex building. The cost to be borne by each Lessee/ Licensee shall be in the proportion which the area of the premises held by such Lessee/Licensee bears to the total area of the said building leased or agreed to be leased/licensed by the Licensor, and the Lessee/Licensee shall on demand by the Licensor, pay their share to meet the cost of such equipment or asset.
(q) The Licensees shall not put up, or construct or provide a toilet (including urinal, WC, Washbasin or washing place) either of a permanent or temporary nature, in any part of the said premises.
(r)The Licensee shall not without the consent of the Licensor install or put up any window air-conditioner or extra ventilation in any part of the said premises. The Licensee shall not make any alteration to any wall which affect its elevation externally.
(s) The Licensee shall not paint affix put up on any exterior or interior portion of the said building any name sign board, poster or advertisement, but the Licensee will be allowed to put up on or near such size and design and at such place as the Licensor may approve in writing. In addition, the Licensor will put on the main name board affixed in the entrance passage on the ground floor of XYZ Office Complex building the name of the Licensee and the number of the floor on which the licensed premises are located.
(t)The Licensee shall allow the employees, agents, workmen and engineers of the Licensor and all other persons authorized by it to enter upon the said premises and car parking slot or slots at all reasonable times in the day, after giving at least twenty four hours previous notice for viewing and inspecting the condition of the said premises and for effecting such repairs or alterations thereto as the Licensor may think fit or necessary and for taking inventory of the XYZ Office Complex's and/or the Licensee's fixtures and fittings therein.
(u) The Licensee shall comply with all rules and regulations which may from time to time be framed by the Licensor in regard to the use of the said premises.
(v) The Licensee shall make good to the Licensor any loss or damage that may be caused to the said premises and equipment or apparatus or any other fittings, fixtures, articles or property of the Licensor therein as a result of negligence on the part of the Licensee, its servants, employees, of contractors of the Licensee, agents, customers, visitors and or other persons calling at the said premises in connection with the business of the Licensee or otherwise howsoever.
(w) The Licensee shall perform and observe strictly the provisions hereof and also the provisions of law of the country for the time being and from time to time in force and also the rules and regulations and the bye laws of the Licensor for the time being and from time to time in force.
(x) The Licensee shall not claim exclusive possession of the said premises nor shall its staff and employees or representative claim such exclusive possession of the said premises being with the Licensor and shall not claim tenancy rights or any right higher than the personal right to use the said premises and shall not claim any protection as tenant or protected Licensee under the Rent Act.
(y) The Licensee shall indemnify the Licensor against any loss or damage that may be suffered as a result of breach by Licensee of any of the provisions herein contained or otherwise due to any act or conduct of the Licensee, its staff, servants and agents leading to breach of the provisions hereof or of law or of the rules regulations and bye-laws of the Licensor as may be in force for the time being and from time to time.
(z)On the expiration or sooner determination of the license hereby granted or expiration or determination of the renewal thereof if granted, the Licensee shall remove itself from the said premises and the car parking slot or slots all its staff and employees and all its belongings and restore the said premises and said car parking slot or slots to its original condition (reasonable wear and tear excepted) and shall not claim any alternate premises and in case the Licensee has carried out any additions to the said premises which are of a permanent nature, then in that event, the Licensee shall not remove the same while removing itself from the said premises and the car parking slot or slots and the Licensor shall . not be entitled to pay any price in respect thereof.
(aa) The Licensee shall duly obtain ali the licenses and permissions required by law and it shall be responsible to take out, obtain and keep in force and pay for all such necessary licenses and permits for the purposes of carrying on its business.
(bb) The Licensee shall observe and comply with all Rules & Regulations of the Maharastra Shops & Establishment Act, Employees State Insurance Act. Employees Provident Funds Act or the provisions of any law including rules and regulations of any local authority or any other authority in force from time to time which may be applicable to the business of the Licensee and the business of the Licensor.

8) The Licensor hereby agrees with the Licensee as follows:
(i)	(i)                  to keep or cause to be kept the premises in good tenantable condition;
(ii)	(ii)                to allow the Licensee to bring upon the said premises such equipments for the use of the premises for authorised purpose
(9)The Licensor shall not be responsible for any injury or damage which may be caused or done to the persons or property of the Licensee or to the person or property of their employees, agents and customers who may for the time being be in occupation or visiting or being in or about XYZ Office Complex building or the said premises, whether such injury or damage may be caused by fire, rain, tempest, leakage, drainage, or bursting of water lines, waste/or sewage pipe or tanks, electric gas or other installations or fittings or the use of electric gas or other appliances and whether the same be in or upon the said premises or not or by the collapse or giving way of the building or any part thereof including any portions of the flooring ceiling walls, timber, terrace of roof or from any cause or causes whatsoever. The Licensor shall not be responsible or liable to the Licensee for any shortage or deficiency or total stoppage or failure of water and/or electricity supply of air conditioning, and telephone services or any of them.
 
(10) The Licensee shall not be entitled to take any objection about the supply of water to the said promises so long as there is no default or neglect on the part of the licensor as the water is regulated by the Municipal Corporation
 
(11) The Licensee shall not hold the Licensor responsible for or liable for any loss or damage suffered by the Licensee on account of any theft, fire or other destruction caused to or in the said premises or to any property brought by the Licensee in the said premises or in the car parking slot or slots by any act or omission on the part of the occupants of the other premises or to their servants or agents or visitors (except in the event of willful default or negligence on the part of the Licensor).
 
(12) The Licensee shall not be entitled to claim from the Licensor any damage or reduction in the compensation or any refund thereof on account of failure of water supply or electric supply to the said premises or the XYZ Office Complex Building or any part thereof or the failure of the air conditioning plant and all or any of the lifts in the XYZ Office Complex building due to any reason or cause whatsoever.
  
(13) If at any time during the said term the said premises or car parking slot are damaged or destroyed by fire, storm, flood, tempest, earthquake, enemies, war, riot, civil commotion or by any other irresistible force or act of God so as to make the same unfit for use, occupation and inhabitation then in that event the license hereby created shall forthwith be terminated.
 
(14) A duplicate key of the main entrance door of the said premises shall be given by the Licensor to the Licensee. No alteration to the lock will be made by the Licensee without permission of the Licensor.

(15) If the Licensee desires any alterations other than structural alterations to the commercial premises Including that of frontage thereof for the purpose of the business, he shall first request the Licensor and after obtaining the permission of the Licensor may carry out such alterations proper at the cost of the Licensee and after obtaining the approval of Brihad mumbai Municipal Corporation as may be required.
(16) It is the express intention of the parties hereto that the agreement shall be a mere license, the use and occupation thereof by the Licensee being restricted for the purpose of using the said premises on the terms and conditions contained in this license.

 
(17) Notwithstanding anything herein contained. the Licensor shall be entitled to determine the License hereby created by giving to the Licensee prior notice of 30 days in writing in the event of the Licensee committing breach of any of the terms and conditions of this Agreement, or becoming insolvent or going into liquidation or compounds with its creditors, unless the breach complained of in writing is rectified or remedied within the said period of 30 days. On the expiration of the said period of 30 days, the Licensee shall vacate the premises fully and return the duplicate key of the premises to the Licensor. Provided further if the Licensee being a foreign company foreign national is not permitted to carry on business activities in India, then in that event, the Licensee shall forthwith vacate the said premises fully by giving intimation to the Licensor and return the duplicate key of the promises to the Licensor.
 
(18) Any notice intended to be given to the Licensee shall be deemed to be properly and validly given if it is addressed to the said premises or otherwise sent by Registered post with Acknowledgement due to that address and likewise the notice meant for the Licensor shall addressed to and delivered or sent by Registered Post with Acknowledgement due to the Licensor at XYZ Office Complex Building on 31 st floor.

(19) The stamp duty applicable and registration charges payable  on this agreement and its  duplicate shall be borne and paid by the Licensee. A sum of Rs.10,000 will be borne by the Licensee as cost and charges of the Licensors Solicitors and incidental to the preparation of this Agreement.

(20) That in case of any dispute or difference between the parties with regard to any matter including interpretation of this agreement and clarifications thereto, the same shall be referred to the Joint Arbitration in Mumbai of whose decision shall be final and not to be questioned in a Court of law.

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first hereinabove mentioned
SIGNED, SEALED AND DELIVERED
By the within named Licensor by its Managing Director Shri ........ In the presence of……………
SIGNED, SEALED AND DELIVERED
By the within named Licensee
ABC Ltd. 
By its
 In the presence