M/S. B.U. Das Constructions a Registered Partnership Firm Duly Registered Under the Indian

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LEAVE AND LICENCE AGREEMENT

AGREEMENT made and executed at Pune, in the State of Maharashtra in India, this ______day of ______One Thousand Nine Hundred Ninety Nine.

BETWEEN

M/s. b.u. Das constructions a Registered Partnership firm duly registered under the Indian Partnership Act 1932 having its Registered Office at A-3, Abhimanshree Co-op Hsg Society Ltd, Dr. Bhabha Road(Pashan Road), Pune 411 008 through its Partner and Power of Attorney Holder Shri. Shailesh Jaikumar Das, Age 32 yrs, Occupation: Business residing at A-3, IInd floor, Abhimanshree Housing Society, Pashan Road, Pune 411 008 and hereinafter referred to as “The Licensor” of the One Part. {M/s B. U. Das a partnership concern was formed by Mr. Shailesh Jaikumar Das, Shri Vasantlal Kanaklal Gandhi, Mrs. Jyoti Sanjay Shah, Mr. Prakash Dhanraj Munot for the purposes of development of the plot and nowhere the Partnership Agreement[ Bhagipatra] dated 15.1.97 mentions that the ownership rights have been transferred to B. U. Das Constructions, hence it is advisable to enter into the Agreement with the above said four individuals}

AND

M/s. Nexus India Pvt.Ltd, a software Company prevailing in incorporated and existing under the Companies Act, 1956 and having its registered office at 83-C Mittal Tower, Nariman Point, Mumbai –400 021 represented through its authorised Director, Software Development Mr. Suresh Ramakrishnan at present residing in Pune(India) and hereinafter referred to as “The Licensee” of the Other Part.{Nexus India Pvt. Ltd. is a company Incorporated in India and accordingly has been changed}

WHEREAS Abhimanshree Co-operative Housing Society Limited, is a Society registered and incorporated under the Maharashtra Co-operative Societies Act, 1960, bearing Registration No.PNA/HSG/1374 dated 29/03/1979 and having its Registered office at Abhimanshree Co-operative Housing Society Limited, Dr. Bhabha Road, (Pashan Road) Pune 411 008 (hereinafter called “the said Society”) is the owner and is fully and absolutely seized and possessed of the land bearing s.no.104(part) and s.no.108(part), Aundh, Pune 411 008.- { Society needs to be the confirming party to this Agreement as originally plot No. A-3(a) & A-(b) were jointly reserved for Pune Municipal Corporation and Post Office. The order of the Minister reflects that the 15% of the land area is to be reserved for Pune Municipal Corporation} All the Partners of M/s. b.u. Das constructions, are the members of the said Society. They have been allotted society plots out of s.no.104(part) and 108(part) of Aundh, Pune 411 008 as hereunder: Plot no. A-3(a) area 901.25 sq.mtrs allotted to Mrs. Jyoti Sanjay Shah & Mr. Prakash Dhanraj Munot.- vide allotment letter no. ABMN/405/89 dated 29.5.1989 Plot no. A-3(b) area 1021.38 sq.mtrs allotted to Mr. Shailesh Jaikumar Das, and Mr. Vasantlal Kanakmal Gandhi.- vide allotment letter no. ABMN/406/89 dated 29.5.1989{M/s B. U. Das does not posses the title in it to give the land or the shops there on lease. The title rests with the four individuals, Accordingly these four Individuals should be the Lessors and not the Partnership concern as the Partnership concern was formed only for the purposes of developing the plot}

Thus, the Licensors are seized and possessed and otherwise well and sufficiently entitled to all those pieces and parcels of above plots. Plot no.A- 3(a) which is held jointly by Mrs. Jyoti Sanjay Shah and Mr. Prakash Dhanraj Munot, was reserved for Post office and Shopping Centre in the Revised Development Plan for Pune City sanctioned on 5th January 1987 by the Government of Maharashtra. Pune Municipal Corporation refused to sanction the building plan on the said plot. An appeal no.TPS/ 1893/ 338/ CR- 20/ 93/ VD-13 was preferred by them to the Government of Maharashtra under section 47 of the Maharashtra Regional & Town Planning Act. The appeal was heard and Government of Maharashtra passed an Order dated 8th October 1993 allowing Mrs Jyoti Sanjay Shah and Mr. Prakash Dhanraj Munot, to develop the said plot jointly with Plot no.A-3(b) which is held by Mr. Shailesh Jaikumar Das and Mr. Vasantlal Kanakmal Gandhi for Shopping Centre, Post Office and residential use with a condition to provide 15% of the area for Shops to Pune Municipal Corporation free of cost in addition to minimum required area for Post office. Subsequently the Postal Department of Government of India informed Pune Municipal Corporation and the Partners of M/s. b.u. Das constructions, that they did not require any premises in the said Property. {Kindly refer to the Agreement[Kararnama]between the four individuals and PMC dated 25.6.1998 for the purposes of construction on the 15% of the land area therefore the waiver letter needs to be seen and referred to.}

An Agreement dated 30th June 1996 was executed between Mr. Shailesh Jaikumar Das, Mr. Vasantlal Kanakmal Gandhi, Mrs.Jyoti Sanjay Shah, and Mr. Prakash Dhanraj Munot, and Abhimanshree Co-op Housing Society by which the said Society allowed them to construct a building consisting of residential and commercial business premises on certain terms and conditions which are read by the Licensee. Further the said Society granted permission to them to sale the various residential as well as commercial units constructed on the said plots.

Aforesaid four persons thereafter formed a partnership firm known as M/s. b.u. Das constructions for the purpose of construction on the aforesaid plots and decided to amalgamate the said plots and submitted the building plans for constructions on the said amalgamated plots to the Pune Municipal Corporation. The Pune Municipal Corporation have by their IOD and Commencement Certificate bearing No.5346 dated 16/10/1996 sanctioned the plan for constructing building on the said plot. The partners of M/s. b.u. Das constructions and Pune Municipal Corporation entered into an Agreement dated 26/06/1998 confirming 15% of constructed area to be given free of charge to Pune Municipal Corporation in pursuance of the Urban Development Department, of the Government of Maharashtra Order.{ Kindly confirm whether the commencement certificate was issued in the name of the Partnership firm or the four Individuals}

The said Building is being constructed by the Partners of M/s. b.u. Das constructions in accordance with the Pune Municipal Corporation sanctioned building plans. {does this give a right of ownership to the Das constructions to lease out the premises}

The Licensors- who the Licensors are- are the absolute owners of and otherwise well and sufficiently entitled to the portion of the Property which is more particularly described as the schedule of the Licensed Office Premises hereinafter referred to as the “Licensed Office Premises” and which Licensors offered to M/s. Nexus India Pvt Ltd, on Leave and License basis.

The Licensee M/s. Nexus India Pvt.Ltd, is in need of Office premises for their own use to develop Software for a temporary period of Thirty Three months (33 mths).

The Licensee has seen the said Premises and has requested the Licensors to allow them to use and occupy the said Premises (hereinafter referred to as the Licensed Office Premises more particularly described in the schedule written hereunder) and has communicated their interest in having the Licensed Office Premises from the Licensors, for a temporary period of Thirty Three Months, purely on Leave and License basis.

The Licensors has, at the request of the Licensee, agreed to allow the Licensee to use and occupy the said Licensed Office Premises on Leave and License basis as a Software development Office for Licensee’s own use and occupation on the terms and conditions appearing herein below.

The Parties hereto are desirous of recording the terms and conditions of their agreement.

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

1. The Licensee has allowed by this Leave and Licence agreement the use of the Licensed Office premises in building at Abhimanshree Society, Plot no.A-3(a) & A-3(b) on 1st floor, West side above M/s. b.u. Das auto ltd’s Indica showroom consisting built up area of 4678 sq.ft., and parking space of 500 sq.ft in the parking of the said building on East side of the parking next to parking allotted to Pune Municipal Corporation. Both these areas are demarcated in the plan in red colour attached to this Agreement as Annexure I which will be treated as part of this Leave & Licence Agreement. There is an option of either terminating this Agreement at the end of Thirty Three months (33 mths). {Uniformity is to be maintained with regard to the period of the lease Agreement and in confirmation with clause 4}

2. The Licensee shall pay to the Licensors an amount of Rs.70,000/- (Rupees Seventy Thousand only) per month as Licence Fee on or before the 10th of every month. The said Licence Fee shall be payable in advance. The Licence Fee for the first month i.e., from ______to ______is payable on ______. The Licensee shall deduct Tax at prevailing rate as may be notified by Government from time to time. At present T.D.S is 20% and Surcharge is 2%. Non payment of the Licence fee for a continous period of three months shall render the Licence granted herein, revocable at the discretion of the Licensors.

3. The Licence fee is inclusive of all rates, taxes, cesses, assessments and duties levied by the Municipal Corporation or any other authority to be paid in respect of the Licensed Office Premises. The Licensors agrees to pay regularly all municipal taxes and cesses and shall also pay all other taxes regularly to keep the property free from any attachments etc. The Licensee hereby agrees to pay the electricity charges, water charges separately as may be billed by the MSEB & PMC, against the exclusive MSEB meter no.______and PMC meter no. ______provided for the Licensed Office Premises.

4. The Licence granted herein shall be for a period of 11 months extendable to a further period of 22 months under the agreed terms and conditions, commencing from the date mentioned hereinbefore(this period being the essence of the contract). It is agreed between the parties that either party shall be entitled to revoke the Licence granted hereby, before the expiry of the term hereby granted by giving two months written notice to the other.

5. As on date the Licensed Office premises is not tenantable. Licensors has agreed to make it tenantable within 30 days of this agreement. Licensee has entered into a separate agreement with other firm to provide them: Furniture, Fixtures, Air Conditioning, Generator for power backup - air conditioning and entire set up, Network - Electrical Telephone and Music cabling, Security, External maintenance, etc., for which the Licensors are not responsible. All minor repairs, renovations will be carried out by the Licensee at their costs. If the Licensee desires to carry out any major repairs they may carry out the same after obtaining express permission in writing from the Licensors with the liability towards expenses on the Licensee.

6. The Licensee shall use the Licensed Office Premises for its own use as an office and shall not carry any business which is prohibited by our agreement dated 30/06/1996 between the Licensors and the Abhimanshree Society. The Licensee is apprised of the terms and conditions of the aforesaid agreement and with due care and diligence and shall keep the same in good order and condition . Upon the termination of this Licence, the Licensed Office Premises shall be in as good and original condition as the Licensed Office Premises were, on the date mentioned herein above, (reasonable wear and tear expected). The Licensee shall not store any hazardous or inflammable material in Licensed Office Premises and shall not indulge in or carry out any activity which may be or deemed to be unlawful or of such nature as to cause annoyance or nuisance to the adjoining occupants.

7. The Licensee undertakes that he shall not sublet and/or under let the Licensed Office Premises, or assign the benefits under this agreement and/or create any third party rights/ interest, and shall not carry out any activity in the said Licensed Office Premises which is prohibited by law of the land. The Licensee also indemnifies the Licensors from any or all liabilities/ consequences, that may arise out of or due to any act/ omission on the part of Licensee.

8. The Licensee shall not make any addition and/ alterations in the Licensed Office Premises unless he has obtained a specific permission in writing of the Licensors. The Licensee shall not do or suffer to be done anything in the said Licensed Office Premises which is or is likely to be a nuisance or annoyance to the Licensee or be prejudicial to the rights and interest of the Licensors, as the owner of the said Licensed Office Premises.

9. The Licensors shall not be responsible or liable for any theft, loss, damage or destruction of any property of the Licensee, or any person occupying in the said Licensed Office Premises. The Licensors shall further not be liable for any bodily injury that may be caused, due to any reason whatsoever, to any person working with or working for the Licensee in the Licensed Office Premises. However the Licensee shall be liable to make good losses suffered by the Licensors, due to destruction or damage caused to the property due to negligent acts or omissions on the part of the Licensee and/or their employees in the said premises.

10. It is hereby understood and agreed between the parties hereto that the use of the Licensed Office Premises by the Licensee being merely by Leave and Licence granted herein, nothing in these presents shall be construed to confer any legal right in the Licensed Office Premises, in law and in fact shall all times continue to be vested with the Licensors. The Licensee shall enjoy the use of the Licensed Office Premises temporarily subject to the terms and conditions of this agreement. The Licensors shall be in exclusive and juridical possession and full charge and control of the Licensed Office Premises.

11. It is expressly agreed that if the Licensee commits breach of any of the terms and conditions of this agreement, the Licensors shall be entitled to revoke the Licence hereby granted after giving to the Licensee Two months notice to remedy the breach complained of. On the expiry of the said period of Two months, the Licence herein granted shall be deemed to have been revoked by the Licensors, if the Licensee has not remedied the breach complained of. The Licensors and Licensee are bound by this agreement for an initial period of 11 months and further 22 months.

12. The Licensee shall also be responsible for all breakages in the said Licensed Office Premises and be responsible for the maintenance of the interior thereof. If any breakage/ damage is found at the time of Licensee vacating the Licensed Office Premises, the Licensee shall make good the loss by paying for the same.

13. The Licensors shall not be responsible for any injury and/or damage which may be caused to the Licensee and/or its employee or to any goods or property of the Licensee which may be lying in or about the Licensed Office Premises due to fire and other natural calamities and/or accidents occurring and/or involving the Licensed Office Premises. 14. On the expiry or sooner termination of this agreement for any reason whatsoever, the Licensee shall remove and/or cause to be removed all their belongings, articles employees from the Licensed Office Premises and shall entirely vacate the Licensed Office Premises.

15. In case the Licensee fails to vacate the Licensed Office Premises on expiry of term granted herein or as stated hereinabove the Licensors will be entitled to charge, and the Licensee undertakes to pay Rs.3100/- per day of such default, by way of liquidated damages, till the Licensed Office Premises are vacated and handed over to the Licensors.

16. The Licensors and the Licensor’s authorised representative shall have full liberty to inspect the Licensed Office Premises at any reasonable hour, after giving 12 hours notice to the Licensee, occupants of the Licensed Office Premises, and the Licensors shall be entitled to enter upon the Licensed Office Premises at any time hereafter and to view the condition thereof and to effect any such repairs/ work as the Licensors may think fit and proper and the Licensee/ occupants of the Licensed Office Premises shall allow the same to be done without any objection or delay or claim for compensation.

17. Any tolerance shown by the Licensors in respect of any breach of the terms and conditions of this agreement shall not prevent the subsequent enforcement of the terms and conditions and shall not be deemed to be waiver of any subsequent breach.

18. Any notice required to be given hereunder shall be given by registered post acknowledgement due or by fax and also by courier or hand delivery and shall be deemed to have been duly given if, sent by registered post acknowledgement due and courier to all of the Licensors individually1 at their respective addresses first hereinabove mentioned and to the Licensee at the Licensed Office Premises and shall be deemed to have been received by the addresses if sent by registered post acknowledgement due on receipt of acknowledgement, if delivered by hand or courier.{this would create ambiguity}

19. All disputes arising out of or touching any or all the provisions of these presents shall be subject exclusively to the jurisdictions of competent Courts in Pune. {We can add the Arbitration clause}

20. The Licensee shall be entitled to install at a suitable place on the terrace of the said building a VSAT(Dish Antenna) and for this purpose the Licensee shall be entitled to a specific identified space on the terrace of the said building as demarcated on the plan of the terrace hereto annexed and marked with the letter “A”. The Licensee shall be entitled to access to the terrace of the said building after prior notice to the Licensors to maintain/repair the VSAT (Dish Antenna).

21. On the Licensee paying the Licence fee hereby reserved and observing and performing the covenants and stipulations herein contained and on its part to be observed and performed, the Licensee shall be

1 This gives the correct picture as to who all should be the Licensers- the term used here by them is Individual entitled to peaceably hold, occupy and enjoy and Licensed Office Premises and the specific areas.

22. Licensors are responsible to keep the Licensed Office Premises adequately insured against loss or damage by fire, earthquake, flood and all other usual and customary risks and perils as are customary in the locality, provided that the Licensors shall not be responsible and/or liable for insuring the fixtures and furniture and other movable property of the Licensee in the Licensed Office Premises.

23. The Licensors shall be responsible for and at the cost of the Licensors, to carry out all major or structural (including external plumbing) repairs to the Licensed Office Premises. In the event that the Licensors fail to carry out the said repairs, then, in such event, the Licensee shall, after notice to the Licensors, be entitled to carry out such repairs and to recover/ deduct the costs thereof out of the monthly Licence fee payable to the Licensors and the Licensors shall not question or dispute the amount so expended by the Licensee for carrying out such repairs as certified by the Architects of the Licensee. The Licensee shall be responsible for internal repairs (such as water leakage/ seepage/ internal plumbing), if any, in or to the Licensed Office Premises.

24. The Licensee shall be entitled to affix a name plate and other signages of the Licensee on the exterior of the Licensed Office Premises, at the location provided and marked on the plan in consultation with the Licensors.

25. The Licensors may, with the prior consent and/ or sanction in writing of the Licensee (which consent shall not be unreasonably withheld) sell and/or transfer the Licensed Office Premises to any person provided that the Licensee shall communicate its consent or refusal within one month from the date of receipt of notice in writing from the Licensors of their intention to sell, provided further that the sale and/or transfer to any third party, may be effected by the Licensors only on the condition that the Licensors shall procure and furnish to the Licensee the written consent and confirmation of the transferee to be bound by the terms of this Agreement and of the Licence hereby created in favour of the Licensee.

26. The Licensors hereby represent that they are entitled to give the Licensed Office Premises on Leave and Licence basis and that the Licensed Office Premises are free from any charge or encumbrance and that the same are not the subject matter of any order of attachment or other prohibitory order preventing the Licensors from giving the same on Licence to the Licensee.

27. The Licensee shall not assign the benefits of this Agreement to any third party nor create any third party rights in the Licensed Office Premises. {repetition and can be deleted}

28. In the event of the Licence fee hereby reserved or any part thereof remaining unpaid for 45 days (Forty Five days) after becoming payable (whether formally demanded or not) or in the event of the Licensee committing a breach of any of the terms and conditions of this Licence then, in such event, the Licensors shall be entitled to give to the Licensee 10 days (Ten ) notice in writing calling upon the Licensee to make such payment or to remedy such breach and if the Licensee fails to do so, then on the expiry of the said period of 10 days (Ten) the Licence hereby granted shall, at the option of the Licensors, stand terminated. On such termination, the Licensee shall hand over vacant and peaceful possession and charge of the Licensed Office Premises to the Licensors. {the said clause is arbitrary and can be deleted}

29. Each party shall bear and pay their own Advocates fees. The stamp duty on this Agreement and duplicate hereof shall be paid by the Licensors & Licensee in equal share.

30. The Licensee shall have the original and the Licensors shall have the duplicate of this Agreement.

31. In the event of renewal of the Licence after the initial period of 33 months, for a further period of 33 months the Licensee shall during such renewed period, pay an increased monthly Licence fee of Rs.84,000(Rupees Eighty Four Thousand Four only). { here it is again contradictory to the earlier clause 4 where it is referred that the initial period shall be of 11 months and extendable for 22 months}

32. This Agreement integrates all the terms and conditions agreed upon between the parties and shall over ride and supersede all prior writings in respect of the subject matter hereof.

THE SCHEDULE OF THE LICENSED OFFICE PREMISES:

Abhimanshree Society, Plot no.A-3(a) & A-3(b) on 1st floor, West side above M/s. b. u. Das auto ltd’s Indica showroom consisting offices of built up area of 4678 sq.ft., and parking space of 500 sq.ft in the parking of the said building on East side of the parking next to parking allotted to Pune Municipal Corporation as per marked on the plan attached to this agreement.

IN WITNESS WHEREOF the parties hereto have set and subscribed their respective hands the day and the year first herein above written.

SIGNED, SEALED AND DELIVERED BY the within-named LICENSORs

SIGNED, SEALED AND DELIVERED BY the within-named LICENSEE

WITNESS: 1 NAME: ADDRESS

2 NAME: ADDRESS

ABSOLUTELY NO WARRANTIES ARE MADE REGARDING THE SUITABILITY OF THESE FORMS FOR ANY PARTICULAR PURPOSE. IT IS ADVISABLE THAT IMPORTANT DOCUMENTATIONS ARE PREPARED OR VETTED BY EXPERT. LEGAL ADVICE OF ANY NATURE SHOULD BE SOUGHT FROM COMPETENT, INDEPENDENT, LEGAL EXPERT IN THE RELEVANT JURISDICTION. [ Chamber Practice ]