Leave and License Agreement

Valuation of Rent and Deposit Rs.    /-

Stamp Duty Rs.     /-

Registration Charges Rs.       /-

This Agreement is made and stands effective from  ^st day of          , 202     by and between,

1. A) Shri , Age  Years (PAN No.          ) (AADHAR NO.     ) (MOBILE NO.      ),  residing at                     hereinafter referred to as “THE LICENSOR” (which term or expression shall unless excluded by or repugnant to the subject or context be deemed to mean and include his heirs, successors, executors, administrators, legal representatives and assigns) of ONE PART;

AND

Shri                     , Age       Years residing (PAN No.) (AADHAR NO.) residing at                hereinafter referred to as “THE LICENSEE” (which expression shall unless repugnant to the context mean and include its successors-in-office and assigns) of the OTHER PART;

WHEREAS:

1. THE LICENSOR is the absolute owner and has absolutely seized and possessed of the Block No.  in an            Facing commercial Block unit , having a P-Line area of       Mtrs on the      floor and common P-Line area of basement is around       Sq. Mtrs along with       % variable share in land bound on     floor of Building known and styled  as       build on Plot no.      , MC House No.    and                bearing Mouza        admeasuring about        Sq.mtrs   city survey No.      , Sheet No.       within the limits of       Muncipal Corporation and        Improvement Trust. (hereinafter referred to as “the Licensed Premises “).
2. THE LICENSEE has approached THE LICENSOR herein to grant a Leave & License of commercial Block for its commercial purposes and THE LICENSOR have agreed to grant a License of said block whatsoever subject to the terms and conditions hereinafter appearing and also subject to performance of all the earlier rights, privileges, easements of THE LICENSOR herein.
3. Based on the understanding, parties have agreed to record the terms and conditions thereof by execution of these presents.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-

1. Grant of Occupation

In consideration of the License Fee herein agreed and payable by THE LICENSEE in the manner set out in Clause 4 herein below, THE LICENSOR does hereby agree to give on Leave & License the demised premises with immediate effect soon after execution of these presents. 

2. Term

The term of the agreement shall be for a period of 60 months commencing from        to        . (Hereinafter referred to as “Leave & License Period”)

3. Possession

THE LICENSEE will hand over the licensed premises and peaceful, vacant and unfettered possession of the entire shop to the Licensee with effect from              . The date will be deemed as Leave & License commencement / License Fee commencement date hereinafter.

4. License Fee

• THE LICENSEE shall pay to THE LICENSOR, a License Fee of /- (Rupees       Lakh      Thousand only)  per month as consideration for the use and occupation of the Scheduled Property for the period of Leave & License. The aforesaid License Fee will be escalated @ 5% after expiry of every Calendar year from the date of commencement.

• The License Fee shall be payable by cheque drawn in favour of  on or before 5th day of current English calendar month in advance for the said month. That the building maintenance will be paid by LICENSOR.

• Licensee shall pay the electricity for the actual consumption of the power from the date of possession as per the separate meter reading which will be taken by THE LICENSEE in the presence of the authorized representative of the Landlord on 1^st day of every month which will be acknowledged and signed by both the parties.

• THE LICENSEE shall deduct tax at source as may be applicable under law and all other statutory deductions as may be required to be made on all payments to be made to THE LICENSOR and THE LICENSEE shall provide Tax Deduction at Source certificates to THE LICENSOR after end of each financial year.

5. Security Deposit

THE LICENSEE has paid and keep deposited an amount of Rs.       /- (Rupees     Lakh      Thousand Only) as interest free refundable security deposit (hereinafter the “Security Deposit”).  

THE LICENSOR shall hold the Interest free refundable Security Deposit during the term of this agreement and shall refund the entire amount above mentioned on or before the expiry or earlier termination of this agreement forthwith. Upon repayment of the Security Deposit in the manner above mentioned, THE LICENSEE shall vacate and handover the peaceful and vacant possession of the Scheduled Property in bare cell condition.

On the expiry of this Leave & License or upon the sooner determination or termination of this Leave & License;

1. Then, on THE LICENSOR refunding the balance License Fee and Security Deposit to THE LICENSEE, THE LICENSEE shall handover to THE LICENSOR quiet, vacant and peaceful possession of the Demised Premises without any demur or protest simultaneously.
2. Representation , Warranties and Duties of THE LICENSOR:

6.1.   On THE LICENSEE paying Licensor the License Fee and such other payments as mentioned in these presents regularly and on observing and performing all the terms and conditions hereof, THE LICENSEE shall be entitled to peacefully conduct all above granted act from the said Premises during the term of this Leave & License Agreement without any interruption by Licensor or anybody claiming under or in trust for it or otherwise howsoever.

6.2.      THE LICENSOR hereby permits THE LICENSEE to put up its Service Centre, Branch Office, Stock point, at the Demised Premises /Scheduled Property and for this purpose issue a consent letter and give such other documents as required by THE LICENSEE for getting all statutory approvals for performing such activity from time to time during the tenure of the Leave & License as the case may be. 

6.3       The day-to-day maintenance shall be the responsibility of THE LICENSEE.

6.4       THE LICENSOR hereby, permit THE LICENSEE to use the existing furniture’s, fixtures, fittings, and partitions and further allowing Licensee to install Air conditioning units, slotted angle storage structures, ducting for electricity and air conditioning in the Scheduled Property at its own cost and expense provided that no such alterations will result in any structural damage to the building on the Scheduled Property or to any of the constructions thereon. THE LICENSEE will inform to THE LICENSOR about the changes/installation to be done and after receiving the permission, THE LICENSEE will do the needful.

6.6       THE LICENSOR shall acknowledge and give valid receipts for each and every payment made by THE LICENSEE to THE LICENSOR. Such receipts must be duly stamped and signed by THE LICENSOR or its duly authorized agents, which shall be conclusive proof of such payments.

6.7       In the event that THE LICENSOR transfers, alienates, encumbers or otherwise disposes off or deals with its right, title and interest in the Scheduled Property or in any part thereof during the term of the agreement, THE LICENSOR shall ensure that the future owner(s) or successor(s)-in-title to the Scheduled Property shall agree to be bound by the terms of this Leave & License and shall advise THE LICENSEE, in writing, about such transfer. The future owner(s) or successor(s)-in-title to the Scheduled Property shall further attorn the Leave & License as its own Leave & License arrangement.

6.8       THE LICENSOR shall permit THE LICENSEE to display name board of the Scheduled Property and/or paint or otherwise exhibit on the doors, windows or other parts of the Scheduled Property or advertise the name profession or business of THE LICENSEE. Subject to permissible Municipal law of corporation & society after consulting with THE LICENSOR to that effect.

• THE LICENSOR shall not interfere with or disturb the use by THE LICENSEE of the Demised Premises;

• THE LICENSOR has not done or omitted to do any act, matter, deed or thing and shall not do or omit to do or execute any act, matter deed or thing whereby or by reason whereof THE LICENSOR’s right, title, interest and benefit in respect of the Demised Premises shall become void or voidable or be affected in any manner or cancelled or revoked or determined;

• THE LICENSOR assures that THE LICENSOR has the unrestricted right and title to Leave & License the Demised Premises to THE LICENSEE for undertaking commercial and business activities, without any restriction whatsoever;

• THE LICENSOR shall ensure that THE LICENSEE shall peaceably hold and enjoy the Demised Premises for the term hereby granted without any interruption from or by THE LICENSOR or any person or persons claiming under THE LICENSOR in whatsoever manner;

• The Said property is not the subject matter of any legal proceedings pending before any court, tribunal or quasi-judicial body or authorities as on the date of these presents;

• THE LICENSOR shall ensure that the exterior of the said building and the entire sanitation system, common electrical fittings, common drains, gutters and external pipes thereof and all other civic facilities and common areas are kept and maintained in good order, condition and substantial repair;

• THE LICENSEE shall be entitled to peacefully and quietly have and enjoy the Demised Premises for the term as stated below, free from any interference by Licensor. THE LICENSOR agrees to ensure quiet and peaceful enjoyment by THE LICENSEE of the Demised Premises at all times during the Initial Term. Such right to peacefully and quietly have and enjoy the Demised Premises, includes the right that there shall be let or hindrance in any service provider, agent, representative, customer, client or visitor accessing or maintenance or other activities.

• Duties of THE LICENSEE

7. THE LICENSEE shall pay the License Fee in the manner stated herein or as mutually agreed to between the Parties and duly recorded, without any default.
   • THE LICENSEE shall, at its own cost and expense, have the sole responsibility of maintaining and keeping in good repair, the electrical and other systems installed by THE LICENSEE.

• THE LICENSEE shall pay for all electric energy consumed as recorded by either a separate meter installed therefore in the Scheduled Property or from the existing meter in the name of the Landlord, water charges as billed by the water supply department and maintenance charges if any payable in respect of the demised premises directly to the respective authorities and give copies of the receipts of such payments to THE LICENSOR for its records. However if any enhancement of electricity Load is required for the existing meter by the Licensee then Licensee will deposit the required extra Security Deposit amount to the Electricity Authority and upon vacating the said Licensed premises after the tenure of the present Agreement or in case of premature termination of the same, Licensor will promptly repay such Additional Security Deposit amount to the Licensor herein, failing which Licensee will have the right to keep the possession of the property without paying any Licensee Fee or any kind of damages or means profit till the realisation of such Additional Security Deposit amount.

• Upon the expiry or earlier termination of this agreement, THE LICENSEE shall, after THE LICENSOR return to THE LICENSEE the amounts advanced as security deposit, pay all charges for the consumption of electricity and water up to that date and at its own expense remove its goods and effects and hand over the peaceful vacant physical possession of the Scheduled Property subject to refund of the balance amount of Security Deposit.

• THE LICENSEE shall not do or cause to be done any act or activities of illegal, immoral, unsocial nature in the said property in any manner whatsoever.

• THE LICENSEE will be free to install and bring in or take out equipments / tools and other stocks from time to time and shall get insured the furnishing, equipments, tools, stocks and personal belongings on its own. It is hereby made clear that the title of the equipments and materials kept at above demised premises shall remain property of THE LICENSEE. At no stage of these transactions, the title of these materials will be either transferred to or acquired by the said Licensor or his assigns.

• THE LICENSEE shall not carry out any structural or permanent alterations in the Scheduled Property without previous written approval from THE LICENSOR.

• THE LICENSEE shall not keep or permit to be kept in the Scheduled Property any dangerous, inflammable, explosive materials or any other articles or things which may constitute a danger, nuisance or annoyance or violation of any applicable rules.

• License shall be the responsibility of THE LICENSEE, at its own cost and expense to obtain all licenses and permissions required for running of business, and to comply with all laws and regulations relating thereto and shall during the term of this Leave & License Agreement keep the same also at its own cost and expenses in full force and effect. Licensor agrees to co-operate and sign no objections, applications, deeds and other writings as may reasonably be required by THE LICENSEE from THE LICENSOR and in the manner permitted in law. 

• Licensee shall allow THE LICENSOR with prior notice of 24 (Twenty Four) hours to inspect the said Premises at any reasonable time during the official hours of THE LICENSEE.

• As soon as this Leave & License is determines due to efflux of time or such earlier determination / termination, THE LICENSEE shall also hand over all the applications that are preferred to the concerned authorities for cancelling all the existing licenses and certificates obtained by it for the purpose of conducting its business as permitted herein by THE LICENSOR from the said Premises.

• THE LICENSEE shall be required to take out all its movable assets and belongings which do not pertain to fixed fittings and permanent fixtures out of the said Premises on expiry of this Agreement. It shall be the responsibility of THE LICENSEE to leave the said Premises in tenantable condition upon vacating and handing over the same to THE LICENSOR at the time of expiry / termination / sooner determination of this Agreement.

• THE LICENSEE shall employ its own personnel, contractors and agents for its business at its own cost and shall pay their remuneration and bear all other associated costs in this respect, when due and be responsible for their safety for which Licensor will not be liable in any manner.

• THE LICENSEE shall be responsible for the management of the business and security and maintenance of the furniture, fixture, fittings, equipments and machines, and other articles and things, lying in the said Scheduled Premises. THE LICENSEE undertakes, at its own cost, to do the day to day maintenance of the said Premises in accordance with existing recognized standards and maintain the said Premises in a good, proper and tenantable condition, in which it is given subject to normal wear and tear.

• THE LICENSEE shall have the full right and liberty to access lift, escalators facilities and infrastructure installed and provided in the said Premises.

• THE LICENSEE will be bound to maintain peace with the other tenants, thus, for the usage of any machine if any objection is raised by other tenants of the said building then the Licensee will be taking necessary steps to that effect or will remove such machine.

• Indemnity

1. Mutual Indemnity

8.1       THE LICENSOR and THE LICENSEE shall indemnify and hold each other harmless from and against any and all liabilities, claims and/or losses of any kind arising directly or indirectly, either entirely or in part, resulting from their respective acts concerning the Scheduled Property and/or by virtue of any suit, proceeding or claims filed or preferred by any person, financial institution, or bank, or any agency or association of persons or statutory authority, judicial/quasi judicial authority against either party in respect of the Scheduled Property.

B.                  Specific Indemnity

• THE LICENSOR hereby agree and undertake to indemnify and hold THE LICENSEE harmless, in respect of any action or objection by any person or authority regarding the exclusive use by THE LICENSEE of the Scheduled Property and facilities comprised therein and against any claims, demands, penalties, whatsoever that may be occasioned thereby or any hindrance or obstructions being caused in the quiet and peaceful use and enjoyment by THE LICENSEE of the Scheduled Property. THE LICENSOR shall also indemnify and hold THE LICENSEE harmless in respect of any objections raised by any government official or any other party in respect of the peaceful occupation and use of the Scheduled property for the purpose declared by THE LICENSEE herein.

• In particular, THE LICENSOR shall during the term of this agreement and while the Scheduled Property is in the possession of THE LICENSEE by virtue of this agreement, indemnify and save harmless against all claims, expenditure, and costs made against, incurred or suffered by THE LICENSEE by reasons of any lacunae in the title of THE LICENSOR to the Scheduled Property and/or by virtue of any suit, proceeding or claims filed or preferred by any person, financial institution or bank, governmental authority or any agency or association of persons, statutory authority, judicial/quasi-judicial authority against THE LICENSEE in respect of the Scheduled Property.

• Subletting and Assignment

Licensee shall not sub-let or part with the possession of Scheduled property save & except to associate concern during the term of the agreement without the prior consent of THE LICENSOR in writing. Such consent however, shall not be unreasonably withheld without proper justifiable reason from the end of Landlord.

• Termination

10.1 During the term of this agreement, THE LICENSOR shall not terminate this agreement save and except in the event of THE LICENSEE failing to pay the undisputed License Fee in terms of this agreement, THE LICENSOR shall be entitled to give the Licensee notice of such default and THE LICENSEE shall, within a period not exceeding 45 days of the receipt of such notice, rectify such default failing which THE LICENSOR will have the right to evict THE LICENSEE with due process of law.

10.2 THE LICENSEE shall be entitled to terminate this agreement by giving THE LICENSOR Sixty (60) days advance notice in writing of its intention to so terminate this agreement.

10.3 In the event of THE LICENSEE committing a breach of any of the terms of this agreement, THE LICENSOR shall entitled to terminate this agreement by giving to THE LICENSEE a notice in writing of such breach. In the event that THE LICENSEE do not remedy such breach upon the expiry of 45 days from the date of the notice, THE LICENSOR may terminate the agreement forthwith.

10.4 Notwithstanding anything contained in this clause 10.3, in an event where there exists an express provision under this agreement for immediate/shorter termination of the agreement by THE LICENSEE upon occurrence of any event under that clause, the same shall be applicable.

Consequences of Termination

THE LICENSOR shall forthwith upon termination of the agreement in any of the circumstances mentioned above, refund to THE LICENSEE the Security Deposit simultaneous to handing over possession of the property, any balance of the unadjusted License Fee  lying with THE LICENSOR against possession of the Scheduled Property being handed over by THE LICENSOR to THE LICENSEE.

THE LICENSEE if fails to vacate premises after termination of this Agreement then THE LICENSEE has to pay a penalty of Rs.      /- per day for illegal occupation of premises to THE LICENSOR.   

MISCELLANEOUS

11      Successors and Permitted Assigns

THE LICENSOR shall have the right to sell or transfer the Demised Premises during the period of Leave & License to any Third Party. However, THE LICENSOR shall ensure that the third party shall be bound by and adhere to the terms and conditions of this Deed for use of the Demised Premises by THE LICENSEE for the remaining period of Leave & License .

THE LICENSEE shall not have the right to assign this Deed and or any benefits accruing in favour of Licensee including security deposit to third party in case of any assignment of contract / sell or transfer of business as whole or part thereof for then unexpired residue of the term.

Each Article of this Deed shall extend to, bind and ensure to the benefit of Licensor and Licensee and their respective successor/s and permitted assigns; and all references herein to Licensor and Licensee shall be deemed to include all such Parties.

12      Entire Agreement

This Deed and annexure attached hereto and which are hereby made a part of this Deed, represent the complete agreement between the Parties with respect to Leave & License of the Demised Premises. No modification or amendment of or waiver under this Deed shall be binding upon Licensor or Licensee unless in writing signed by the Parties.

13      Severability

If any Article, provision or condition of this Deed shall, to any extent, be finally adjudicated to be invalid or unenforceable, the remainder of this Deed (or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is finally adjudicated to be invalid or unenforceable) shall not be affected thereby and each and every other Article, provision and condition of this Deed shall be valid and enforceable to the fullest extent permitted by law.

14      Captions

The headings and titles in this Deed are for convenience only and shall have no effect upon the construction or interpretation of this Deed.

15      No Waiver

No waiver of any Article of this Deed shall be implied by any failure of either Party to enforce any remedy on account of the violation of such provision, even if such violation be continued or repeated subsequently, and no express waiver shall affect any provision other than the one specified in such waiver and that one only for the time and in the manner specifically stated.

16      Further Assurances

Licensor and Licensee covenant and agree that, subsequent to the execution and delivery of this Deed and, without any additional consideration, each of Licensor and Licensee will execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Deed.

17      Only Licensor/ Licensee Relationship

Nothing contained herein shall be deemed or construed by the Parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties hereto or any other relationship, other than the relationship of THE LICENSOR and THE LICENSEE.

18      Dispute Resolution

1. Any dispute, difference or claim, that is not settled within fifteen (15) business days of the date on which such dispute, difference or claim is raised, arising out of or in connection with this Deed including the construction, validity, execution, performance, termination or breach hereof (a “Dispute”) shall be referred to ADR (Alternative Dispute Resolution) to be attempted by the Legal Consultant of both the parties, failing which the matter will be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996, as amended (the “Arbitration Act”). Such arbitration shall be held in , all proceedings of such arbitration shall be in the English language. The Parties agree that the Dispute shall be adjudicated by a single arbitrator mutually agreeable to and appointed by the Parties.
2. In the event, the Parties fail to appoint a single arbitrator; THE LICENSOR shall appoint one (1) arbitrator. THE LICENSEE shall appoint one (1) arbitrator. The two arbitrators so appointed shall appoint one (1) more arbitrator so that the total number of arbitrators shall be three (3). The third arbitrator so appointed by the two (2) arbitrators shall act as the presiding arbitrator. In the event of a Party failing to appoint an arbitrator or the two (2) arbitrators failing to appoint the third arbitrator as provided hereinbefore, such arbitrators shall be appointed in accordance with the Arbitration Act. The award given by the majority of the arbitrators shall be final, conclusive and binding upon the Parties.
3. The arbitral award(s) rendered shall be final and binding. Each Party shall bear their respective out of pocket expenses (including their respective legal advisor’s fees).
4. It is specifically agreed that the refund of Security Deposit along with all other deposits etc paid by Licensee to Licensor by virtue of this Leave & License Deed is re- payable only at  by Licensor to Licensee.

19      Expenses

            THE LICENSEE and LICENSOR will bear the cost and expense of its attorneys, agents, consultants and financial and other advisors in connection with the transactions contemplated by this Deed in equal ratio.

20      Stamp Duty and Registration charges

THE LICENSEE and Licensor shall jointly bear and pay the stamp duty and registration fees/charges payable on this Deed THE LICENSEE and Licensor will pay entire stamp duty and registration fees/charges.

21      Registration

The Parties agree that this Deed shall be duly registered as & when required at the mutual consent of both the parties. In this respect, the Parties agree to lodge and register this Deed with the relevant sub-registrar of assurances in accordance with applicable law and regulations at appropriate time.

22      Governing Law

This Deed will be governed and construed in accordance with the laws of India.

Schedule above referred to

All That piece and parcel of Block No.       in an       Facing commercial Block unit , having a P-Line area of      Sq.Mtrs on the        floor and common P-Line area of basement is around Sq.Mtrs along with       % variable share in land bound on       floor of Building known and styled  as       build on Plot no.   , MC House No.       bearing Mouza      admeasuring about      Sq.mtrs     city survey No.     , Sheet No.    within the limits of     Municipal Corporation and    Improvement Trust.

IN WITNESS WHEREOF, the parties hereto have hereunto set and subscribed their respective hands and seal to these presents on the day, month and year first above written.

SIGNED, SEALED AND DELIVERED

IN THE PRESENCE OF THE FOLLOWING

WITNESSES:-

1.

SIGNATURE OF THE LICENSOR

Shri     

2.

SIGNATURE OF THE LICENSEE

Shri