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 LEAVE AND LICENCE AGREEMENT This Leave and License Agreement (“Agreement”) made at Mumbai this ______ day of __________, Two Thousand and Twelve BY AND BETWEEN BHARAT DIAMOND BOURSE, a section 25 Company, incorporated under the Companies Act 1956, and having its registered office at Tower A, G Block, Bandra‐Kurla Complex, Bandra East, Mumbai 400 051, hereinafter called “the Licensor” (which expression shall unless it be repugnant to the context or meaning thereof shall be deemed to include its successors and permitted assigns) of the ONE PART; AND ________________, Indian Inhabitant / a Partnership Firm / HUF / a company incorporated under the provisions of the Companies Act 1956, having its office at _______________________ Mumbai – 400 0__, hereinafter called “the Licensee”, (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns) of the OTHER PART; The Licensor and the Licensee are hereinafter collectively referred to as "Parties" and individually a "Party". 2
WHEREAS: A Whereas the Licensor has been incorporated under Section 25 of the Companies Act 1956, having its main objects to provide infrastructure and other facilities for the trade of Diamond, Gem and Jewellery. B Whereas the Licensor has constructed several buildings on the Plot of land leased by the Mumbai Metropolitan Regional Development Authority (hereinafter to as MMRDA) providing all necessary infrastructure and facilities in the same complex for its members and other occupants. The property is situated at G‐Block, Bandra‐Kurla Complex, Bandra (East), Mumbai – 400 051. The said complex is known as “Bharat Diamond Bourse” (hereinafter referred to as “the Complex”). The Licensor has been granted the Lease of the said plot by MMRDA vide registered Lease Deed dated 31st March, 2010 (hereinafter referred to as the “Principal Lease”). C The Licensor is the sole and absolute owner of and is seized and possessed of or otherwise well and sufficiently entitled to the Premises bearing No. _______ in Building No. ____ situated at Bharat Diamond Bourse, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 (hereinafter referred to as “the Licensed Premises”) more particularly described in the Schedule hereunder written. D The Licensee, being in the business of gem and jewellery, has approached the Licensor with a request to permit exclusive use of the said Licensed Premises in order to carry on its business and the Licensor has agreed to grant license to use and occupy the Licensed Premises for consideration and on the terms and conditions appearing hereinafter. E The Licensor has provided the Licensee with all the required documents in respect of the Licensed Premises and the Licensee has considered the same and agreed to execute this Agreement after satisfying itself in respect of the Licensor’s title and authority to grant on Licence the Licensed Premises to the Licensee. 3
F At the specific request of Licensor, MMRDA vide its letter No. LC/ BKC (G)/ BDB/_____/12, dated ________ annexed hereto as ANNEXURE A have granted permission to assign the premises as stated herein above on the terms and conditions as contained therein G The Licensor has agreed to grant the Licensed Premises, subject to the terms and conditions of the Principal Lease as also subject to the terms and conditions contained hereinafter. NOW THIS AGREEMENT WITNESSETH AS FOLLOWS: (1) LICENCE DEPOSIT: 1.1)
In consideration of the License Fee (hereinafter defined) hereby reserved and to be paid by the Licensee and the covenants, conditions and stipulations hereinafter contained and to be observed and performed by the Licensee, the Licensor hereby grants the Licensed Premises to hold and possess, on Licence basis for the term of 5 years (“Licence Term”), commencing from the date of the Agreement. 1.2)
The Licensor has handed over possession of the Licensed Premises to the Licensor on the date of execution of this Agreement. 1.3)
The Licensee has on or before the execution hereof deposited with the Licensor an amount of Rs. ____________/‐ (Rupees _______________________________________________ only) as and by way of an interest free refundable security deposit (hereinafter referred to the "Security Deposit") (the payment and receipt whereof the Licensor hereby admits and acknowledges). The Licensee shall be entitled to a refund of the Security Deposit without any interest thereon from the Licensor as more particularly set out in this Agreement. The Parties agree that the Security 4
Deposit shall be liable to an escalation as set out herein below after the expiry of first 3 (three) years from the date of execution hereof for the remaining period of 2 (two) years. Accordingly, the Security Deposit shall be paid in the following manner: Period Security Deposit (Rs.) ______ to ______
_____________ ______ to ______
_____________ The Licensee hereby agrees to deposit the aforesaid differential amount of the Security Deposit upon every such escalation with the Licensor 7 days in advance of that Period. Upon termination of this Agreement or expiry of the Licence Term, the Licensor shall refund the Security Deposit to the Licensee without any interest simultaneously at the time of the Licensee vacating the Licensed Premises and handing over peaceful and vacant possession of the Licensed Premises to the Licensor after deducting arrears of monthly License Fee and all the applicable dues/ utility charges inter alias including electricity/ air‐
condition, water, gas and all other applicable charges, premium, penalties as may be levied by the revenue departments, government, local bodies till such period and after deducting any amounts towards any damage that may be caused to the Licensed Premises due to the Licensee’s occupation during the Licence Term and such damage that may be caused to the Licensed Premises while the Licensee removes his furniture and fixtures and fittings (vault) there from for vacating the same, if any. 1.4)
This Agreement may be renewed on such terms and conditions as may be mutually agreed upon by the parties hereto. (2) LICENSE FEE: 5
2.1) The Licensee agrees that for the initial period of 3 years from the date of execution of this Agreement, the Licensee shall pay to the Licensor a License Fee of Rs. _______________/‐ (Rupees _______________ only), for every quarter consisting of 3 months (excluding the service tax, common maintenance charges, utility charges such as electricity, air condition, water, gas, etc. as may be applicable) (“License Fee”). The Licensor shall raise a bill for payment of License Fee within the first five days of every quarter and the same should be paid by the Licensee (in advance) by the end of the month in which such bill was raised. The Parties agree that the License Fee shall be liable to an escalation of 15% after expiry of 3 (three) years from the date of execution hereof for the remaining period of 2 (two) years. Accordingly, the License Fee shall be paid in the following manner: Period Quarterly License Fee (Rs.) ______ to ______
_____________ ______ to ______
_____________ 2.2) The Licensee shall pay the License Fee on or before the end of the month in which the will was raised by the Licensor. The Licensee shall pay the “utility charges” such as electricity/ air‐condition/ water/ gas charges as decided by the Licensor as they are the distributors for the Complex and the Licensee will not insist for any discounted rate to be charged, which is provided by the utility supplier. 2.3) The Parties agree that two (2) months from the date of the Agreement, shall be License Fee free period for civil/ interior work. The License Fee shall start from ___________ (date). However, in License Fee free period, the Licensee shall be liable to pay common maintenance charges and other utility charges from the date of the possession of the Licensed Premises. 6
2.4) The Parties agree that the Licensor shall be entitled to terminate this Agreement on any of the following grounds by giving 30 days written notice to the Licensee: (a) If the Licensee has not paid the License Fee for two consecutive billing cycles (consisting of 6 months in total) (b) If the Licensee fails to pay the service tax and other taxes, in respect of the Licensed Premises and/ or common maintenance charges/ utility charges for two consecutive billing cycles (consisting of 6 months in total). (c) If the Licensee commits a breach of any conditions/ obligations under this Agreement. 2.5) In the event of the Licensee committing default in the payment of License Fee and/ or utility charges payable by the Licensee to the Licensor under this Agreement on the due dates for two consecutive billing cycles (two quarters) pertaining to the Licensed Premises then, in such an event, the Licence hereby granted shall automatically stand terminated without further notice. 2.6) Upon the termination of the Licence/ upon expiry of the Licence Term/ sooner determination, the Licensee shall hand over quiet, vacant and peaceful possession of the Licensed Premises to the Licensor and simultaneously upon receipt of possession from the Licensee as aforesaid, the Licensor shall refund the Security Deposit after deducting any amounts due from the Licensee and any amounts towards any damage that may be caused to the Licensed Premises as agreed herein. 2.7) If the Licensee delays or fails to handover vacant and peaceful possession of the Licensed Premises on the expiry or sooner determination of this Agreement and the Licensor is willing to refund the Security Deposit to the Licensee after deducting any amount set out under these presents, then the 7
Licensee shall be liable to pay double to daily License Fee of that period as and by way of penalty besides and in addition to the License Fee as applicable till such time the Licensee is in possession of the Licensed Premises. However, if the termination is due to failure of the Licensee to pay the License Fee, the Licensor shall have a right of re‐entry i.e. to enter into the Licensed Premises and dispossess the Licensee by following due process of law. 2.8) The Licensee shall pay/ reimburse all the present and future service tax (including any increase thereto), and any other taxes, cess etc., in respect of the Licensed Premises, from time to time as per the applicable rates and the Licensor shall not be liable to pay any service tax throughout the Licence Term or any renewal thereof. 2.9) The payment of the License Fee shall be subject to tax deduction at source (TDS) as per the applicable Income Tax laws prevalent at the time of such payment. However, the Parties agree that any service taxes imposed by the authorities on the License Fee shall be borne and paid by the Licensee alone. 2.10) The Licensee shall pay the License Fee on or before the end of the month in which the bill was raised by the Licensor. Any delay in payment of the dues (whether for License Fee or for any other payments, utility charges) under this Agreement shall attract interest @ 18% per annum without prejudice to the other rights and remedies available to the Licensor under this Agreement. 2.11) Timely payment is the essence of this Agreement/ contract. (3) The Licensor represents that: 3.1) The Licensor has clear and marketable title of the Licensed Premises free from all mortgages, encumbrances, liens or charges and the Licensor is the sole and absolute owner of and/or is otherwise well and sufficiently entitled to the Licensed Premises and is also entitled to and has good and valid power, right and authority to grant the Licensed Premises on Licence basis 8
and perform its obligations contained herein without seeking any third parties consent and without any restriction. 3.2) The Licensor has paid all property taxes and other taxes, assessments levied by the local authorities/ Municipal Corporation of Greater Mumbai/ other statutory or government body or authority, in respect of the Licensed Premises and outgoings in respect of the Licensed Premises upto the date of this Agreement. 3.3) The Licensor has not entered into any agreement for sale and/or Licence or any other agreement or arrangement with any person or party, with respect to the Licensed Premises or any part thereof. 3.4) There are no orders passed by any competent authority and there is no application and/or proceedings pending in any court of law or before any tribunal or before any statutory authorities or revenue authorities or before any arbitrator with respect to the Licensed Premises and/or whereby the Licence cannot be granted hereby in favour of the Licensee. 3.5) The Licensed Premises are not subject to any litigation or proceedings in any court or tribunal nor there is any attachment on the Licensed Premises either before or after judgment and there is no money decree passed against the Licensor. (4) The Licensor covenants that: 4.1) The Licensor does hereby covenant with the Licensee that upon the Licensee paying the License Fee hereinabove reserved and performing and observing all the covenants, conditions and agreements on the part of the Licensee contained herein, the Licensee shall peaceably hold, occupy, possess and enjoy the Licensed Premises without any interruption by the Licensor or any person claiming under it. 9
(5) Usage:‐ 5.1) The Licence of the Licensed Premises hereunder is strictly for the purpose of being used by the Licensee as its office to carry on the business of Gem and Jewellery only and for no other purpose(s) whatsoever. 5.2) The Licensee/ its employees/ representatives/ third party shall not carry out any immoral and illegal acts or activities, or store any inflammable/ explosive goods/ arms/ weapons, or cause any nuisance to the other occupants on the Licensed Premises, the Complex and neighbours in the vicinity. 5.3) The Licensee shall be responsible, at its own cost, to obtain all the requisite licenses and permissions required from various statutory authorities, government and municipal bodies and to comply with all applicable laws and regulations for running its Gem and Jewellery business in the Licensed Premises. It is clarified that the Licensor has no liability or responsibility of whatsoever nature in that behalf including for any prosecution or ancillary act or penalty whatsoever in that behalf and the Licensee does hereby indemnify and keep indemnified, harmless and defended the Licensor forever in that behalf. (6) Exclusivity:‐ 6.1) The Licensee shall not raise any claims of any nature whatsoever in respect of the Licensed Premises (other than Licence granted hereunder in respect of the Licensed Premises). Nothing in this Agreement shall be construed as creating any interest/ tenancy/ sub‐tenancy/ Lease/ sub‐Lease in or upon the said Licensed Premises in favour of the Licensee. 6.2) The Licensee shall not have any claim or right of any nature whatsoever, (save and except the Licence with respect to the Licensed Premises as per this Agreement) in the Complex along with the Building/s and common areas or any part thereof including the land beneath and appurtenant thereto and 10
the Licensor shall be free to deal with and/or dispose off the Licensed Premises along with the Building/s and/ or any part thereof including the land beneath and appurtenant thereto and the Licensee shall not raise any objection and/ or will not have any claim in respect thereof. 6.3) The Licensee shall not sub‐let /underlet/ assign the said licensed Premises to any third party. 6.4) The Licensee shall be entitled to carry on the said Gem and Jewellery business from the said Licensed Premises by itself only and not through any of its affiliates or third parties. (7) The Licensee represents and covenants that: 7.1) The Licensee shall keep their own assets in the Licensed Premises adequately insured at its own cost. However, the Licensor shall take insurance of the Licensed Premises. 7.2) Only authorised personnel of the Licensee shall be entitled to enter into the Licensed Premises at all reasonable times subject to conditions that entry will be allowed only by Admission/Entry Card issued by the Licensor on completion of all necessary security formalities framed by the Licensor. The Licensee shall bear the charges for Admission/ Entry Card issued by the Licensor to the Licensee. The Licensee has understood that the Complex is a high security area and the Licensor shall be entitled to restrict the entry of any person to the Complex and the Licensee shall not raise any objection to the same. 7.3) The Licensee shall permit in writing the Licensor or its agents or representatives at all reasonable times to enter upon the Licensed Premises for inspecting the state and condition of the same after giving 24 hours notice thereof to the Licensee. Provided that in order to carry out any emergency 11
repairs or restoration or to stop further damage to the Complex, the Licensor shall be entitled to enter upon the Licensed Premises and undertake such preventive measures as may be necessary without prior notice to the Licensee. 7.4) The Licensee hereby agrees that it shall not carry out any work of addition, structural alterations, renovations and/or re‐construction whatsoever in and upon the Licensed Premises including the installation of air conditioners, which in any manner affects/ alters the internal/ external façade of the Licensed Premises or the Building or jeopardises the safety of the structure of the Building. The Licensee is, however, entitled to renovate and refurnish the Licensed Premises with prior written approval of the Licensor. 7.5) If any damage is caused to the Building and/or the Complex by the Licensee, then the Licensee shall repair/ rectify the same at its sole cost and expense. 7.6) The Licensee shall be entitled to carry out and complete internal work, renovation, interior decoration etc., such as installation of furniture, fixtures and fittings, office equipment, etc. in the Licensed Premises. However, at the time of handing over the Licensed Premises back to the Licensor, the Licensee shall ensure that the Licensed Premises are in the same form and manner in which they had been handed over by the Licensor at the time of commencement of the Licence except normal wear and tear is accepted. The Licensee shall use air‐condition facilities provided by the Licensor and shall pay separately the charges as decided by the Licensor from time to time. 7.7) The Licensee shall not construct or erect any safety grill or any other equipment without the written approval of the Licensor. 7.8) The Licensee shall carry out internal repairing, painting, flooring, at their own cost and not ask to Licensor to carry out any work during the Licence period. 12
7.9) The Licensee agrees to maintain the Licensed Premises in good and habitable condition (normal wear and tear excluded). 7.10) The Licensee/ its employees/ representatives/ third party shall duly observe and perform, abide by and otherwise comply with all laws rules and regulations applicable to the Licensed Premises from time to time and shall not do or omit to be done, anything so that the License hereby granted in respect of the Licensed Premises is jeopardized. The Licensee/ its employees/ representatives/ third party shall comply with the rules and regulations framed by the Licensor/ the MMRDA. 7.11) The Licensee shall be responsible for garbage disposal and cleanliness of the area around the Licensed Premises. 7.12) The Licensee/ its employees/ representatives/ third parties shall not use and/or cause to be used the Licensed Premises by them for the purpose of storage of any heavy machinery or goods and/or combustible and/or hazardous goods and at all times shall keep the Licensor indemnified against any loss and/or damage that may be caused to the Licensed Premises and/or to the Licensor due to any act and/or omission on the part of the Licensee whilst using the Licensed Premises. 7.13) The Licensee hereby agrees that all signage/ display boards/ hoardings/ posters and or CCTV Cameras would be erected/ fixed only within glass provided by the Licensor and no signage/ display boards/ hoardings/ posters and or CCTV Cameras would be erected/ fixed on the external façade of the Licensed Premises/ the Building. 7.14) The Licensee shall indemnify against any loss or damage, caused to any life and/or the Complex arising due to any acts or omissions attributable to the Licensee/ its employees/ representatives/ third party. 13
7.15) The Licensee/ its employees/ representatives/ third party shall not do or omit or suffer to be done anything whereby the Licensor's right in the Licensed Premises is jeopardized, forfeited or extinguished. The Licensee/ its employees/ representatives/ third party shall also not do or commit any acts, whether wilful, inadvertent or otherwise which will invalidate or make voidable any insurance policies procured by the Licensee/ Licensor with regards to the Licensed Premises/ Complex. 7.16) The Licensee/ its employees/ representatives/ third party shall not do or permit to be done any act or thing and indemnify whereby the Licensor may become liable to any prosecution, legal or other action or to payment of fine or penalty. 7.17) The Licensee shall, without any delay or demur, regularly pay to the Licensor all dues payable under this Agreement and without any deduction except as provided herein. 7.18) The Licensee shall be liable to pay service tax, (including any increase thereto), cess etc., in respect of the Licensed Premises and/ or any other taxes, as prevalent and applicable from time to time. 7.19) The Licensee shall pay for utilities, consumed by them in the Licensed Premises based upon metered amounts charged on generally accepted formula, wherever applicable on actual during the Term. The utility bills shall be directly paid by the Licensee to the Licensor or the service providers, as the case may be. 7.20) The Licensor shall provide 3 phase with 8KVA power per sq. ft. on carpet area, a separate electrical meter for the Licensed Premises and the Licensee shall be permitted to use the same throughout the Licence Term and any renewals/ extensions thereof. All expenses pertaining to installation of the same shall be borne by the Licensee. Any charges for acquiring additional 14
power shall be borne by the Licensee. The layout plan for the same shall require prior written approval from the Licensor. 7.21) The Licensee shall be provided separate meter for air‐condition at the said Licensed Premises. The layout plan for the same shall require prior written approval from the Licensor. 7.22) The Licensee shall be provided separate water flow meter at the said Licensed Premises. The layout plan for the same shall require prior written approval from the Licensor. 7.23) The Licensee shall be liable to pay to the telecommunications in respect of the telephone connections which may be installed by the Licensee in the said Licensed Premises during the Licence Term. 7.24) The Licensee shall at its own cost provide fire fighting system, smoke detector in the said Licensed Premises. The layout plan for the same shall require prior written approval from the Licensor. 7.25) If the need so arises for the possession of arms/ weapons in the Licensed Premises, the Licensee shall get a prior written consent for "no objection" for the same from the Licensor & obtain the permission for the same from the respective Authority Having Jurisdiction (AHJ). 7.26) The Licensee shall submit a declaration certificate for the executed facilities compliance with the approvals. 7.27) The Licensee shall depute its employee/ representative, at least two, with Licensor, for participating in the safety, security, emergency rescue training & development of the Complex. The Licensee/ its employee/ representative shall have to participate in safety & fire drills as periodically arranged by the Licensor. Any such training/ mock drill shall be intimated to the Licensee in advance. 15
7.28) The Licensee shall not do or omit to do any act or deed, which may cause any damage or cause hindrance/ obstruction to the Licensor in maintenance of the said Building, its common areas and the Complex. (8) It is clarified that the failure of the Licensor to take any action in respect of any of the breaches committed by the Licensee under this Agreement shall not be construed as Waiver of any right of the Licensor to take action against such breach or any such further breaches. (9) The Licensor will maintain the Building in good condition and shall maintain the common areas facilities. It is clarified that the Licensee shall render its full co‐
operation and support to the Licensor for the aforesaid purpose. (10) The Licensor shall be entitled to sell, transfer, dispose, mortgage or otherwise dispose off the Licensed Premises and the Licensee shall not object to the same so far as the rights of the Licensee under this Agreement are not prejudiced. (11) The Licensor shall not be responsible for injury that may be caused to the Licensee/ its employees/ agents/ servants/ third party/ nominees for any loss that may be caused to the goods or movables of the Licensee due to theft or otherwise. (12) The Licensee shall at all times hereafter well and sufficiently indemnify and keep indemnified and save harmless the Licensor against all claims, damages, actions, proceedings (civil and/ or criminal) filed, taken, instituted or made against or incurred, paid or sustained by the Licensor due to or by reason of the Licensee or any person under Licensee, making, committing, causing or permitting to be made or committed any default or breach, whether wilful or inadvertent or otherwise, in respect of or non‐observance or non‐compliance with any of the provisions of this Agreement including on account of any misrepresentations by the Licensee as contained hereunder (13) The Licensee shall be entitled to the following rights and entitlements: 16
(a) The Licensee and its employees, servants and workmen shall have free and unobstructed access to the Licensed Premises and common area of the complex subject to the availability of their Identity Card. The Licensor shall provide the entry cards/ Identity Card on payment of such ID‐Fees by the Licensee and at the written request of the Licensee. (b) The Licensee shall be entitled to renovate and refurnish the Licensed Premises at its own cost and make any non‐structural alterations as may be required for the purpose of running its business from the Licensed Premises with prior written approval from the Licensor. (c) Any demand for payment or notice requiring to be made upon or given to the Licensee shall be sufficiently made or given if sent by the Licensor through registered post addressed to the Licensee at the Licensed Premises and any demand or notice sent by registered post shall be deemed to have been delivered in the usual course of post. Any notice to the Licensor shall be delivered through registered post at the address first hereinabove mentioned and shall be deemed to have been delivered in the usual course of post. (14) The stamp duty and registration charges in respect of this Agreement shall be borne and paid by the Licensee only. Each Party shall bear its own legal costs. Any charges/ premium for receipt of NOC/ consent by the MMRDA shall be borne by the Licensee. (15) If any dispute or difference arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or breach of this Agreement, the Parties shall mutually appoint a sole arbitrator. Such arbitration shall be conducted in English language and the place of arbitration shall be Mumbai. The arbitration shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 or any re‐enactment or modification thereto. 17
(16) LEGAL CLARIFICATION: Under no circumstances shall the Licensee be allowed to create any sort of charges, lien, mortgage or any other claim of whatsoever nature, over the Licensed Premises, as stated herein above by borrowing loan or overdraft from any Bank whether public or private and/or by borrowing money or any individual or firm or corporation. If the Licensee violates these terms and conditions of the Agreement by borrowing money the same shall neither be binding upon the Licensor nor upon the Licensed Premises in question. (17) TERMINATION: 17.1) The Licensee shall vacate the Licensed Premises upon termination or determination of the license under these Agreement and shall vacate the Licensed Premises peacefully and without demur on the expiry, determination or termination of this Agreement, the Licensee along with his office and/ or employees shall forthwith remove themselves and their respective belongings, articles and things from the Licensed Premises. 17.2) If the Licensee commits breach of any terms or clause, Licensor is entitled to revoke and terminate the agreement by giving the Licensee 30 (Thirty) days notice and giving reason for the same. If within that time, the Licensee remedies the breach to the satisfaction of the Licensor, the notice will be deemed to be waived with penalty as provided under these presents. If on the failure of the Licensee to do so, the Licensor shall be entitled to cancel/ terminate this Agreement and revoke the License hereby granted to the Licensee. Similarly, in case of the Licensor committing any breach of the terms and conditions contained herein, the Licensee shall give three months written notice to the Licensor, to remedy the breach and on the failure of the Licensor to do so, the Licensee shall be entitled to cancel/ terminate this Agreement. 18
17.4) If at any time during this Agreement, the Licensed Premises is damaged by storm, flood, tempest, earthquake, war, riot, civil commotion or any other irresistible force or act beyond the control of the Licensee or any act of god or if the Licensed Premises are destroyed or damaged (whether in whole or part) so as to make the same unfit for use by the Licensee caused not due to any wilful act/s omission/s commission/s on the part of the Licensee and/or any one else under the Licence, the Licensor shall be entitled to terminate or discontinue the Agreement after giving 30 days notice for the same. 17.5) The Licensor can terminate this Agreement by giving 90 (Ninety) days notice without giving any reasons for termination. The Licensee has no right to claim any compensation for such termination and shall vacate the Licensed Premises, as per notice. (18) GENERAL: 18.1) The recitals contained herein above form integral and operative part of this Agreement, as if, the same, were set out and incorporated herein verbatim. 18.2) Any notice/ correspondence required to be served hereunder shall be sufficiently served on the Licensor, if sent by Registered Post Acknowledgement Due, to the Licensor's at:‐ Legal Department Bharat Diamond Bourse, Tower A, G Block, Bandra‐Kurla Complex, Bandra East, Mumbai 400 051., for the time being and in case of the Licensee at the Licensee's address at __________________________________ _______________________________________________________________
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_____., for the time being. Any change in the above mentioned address shall be provided by the Parties to the other well in advance. 18.3) The Licensee shall use the Licensed Premises for the business purpose as stated herein above and only for self. 18.4) The Licensee does not in any way detract from the Licensor remaining as a absolute unconditional owner of the Licensed Premises and shall continue to be absolute owner during the subsistence of the License and the Licensee remain a mere user of the Licensed Premises for the purpose agreed without any exclusive possession or having any right, title or interest in the Licensed Premises. 18.5) The Licensee agrees that the License Fee agreed is reasonable and proper as License Fee for the permitted use of the Licensed Premises and agrees that they shall not make any grievances/ complaints/ procedures or make any application for revision or reduction of License Fee or there is no scope for any change in the License Fee during or after the duration of the License Period and shall not vary, alter or exercise any power or right regarding the Licensed Premises, which are inconsistence or derogatory of the rights of the Licensor as absolute owner, which is agreed to be fundamental condition for this License. 18.6) The Parties hereto acknowledge, declare and confirm that this Agreement represents the entire Agreement between them regarding the subject matter hereof and as no alteration, additions or modifications hereto shall be valid and binding unless the same are reduced to writing and signed by both the Parties. 18.7) This Agreement is executed in duplicate, which shall each be considered an original, but all of which together shall constitute one and the same 20
Agreement. The Licensor shall retain the original copy of this Agreement duly registered and the Licensee the counter part thereof. If the Licensor and Licensee agreed for any understanding or alteration in Clause of this Agreement then it will be jointly confirmed by both the Parties with signature on such understanding. SCHEDULE All that Premises bearing No. _______ area admeasuring ________ Sq. Ft. Super in Building No. ____ situated at Bharat Diamond Bourse, G Block, Bandra Kurla Complex, Bandra (East), CTS No.4207, Village Kolekalyan, Taluka Andheri, Mumbai‐ 400 051. IN WITNESS WHEREOF, the Parties have set and subscribed their respective hands and seals unto these presents and a duplicate hereof on the day, month and year first hereinabove written. SIGNED SEALED AND DELIVERED BY the within named " Licensor " MR. ___________________________ PHOTO P.A.N. No. ______________ _______________________ _________________________ Left Thumb Impression Signature The party of the First Part In the presence of ____________________________ Witness: 1. _____________________ 2. _________________________ SIGNED SEALED AND DELIVERED BY the within named " Licensee " MR. ________________________ P.A.N. NO. ________________ PHOTO 21
_______________________ _________________________ Left Thumb Impression Signature The party of the Second Part In the presence of __________________________ Witness: 1. _____________________ 2. _________________________ 
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