Exhibit 10.5
LEAVE AND LICENCE AGREEMENT
THIS AGREEMENT made on this 10th November 2005, between GODREJ & ▇▇▇▇▇
MANUFACTURING COMPANY LTD., a Company incorporated under the provisions of the
Indian Companies Act, 1913, and having its Registered Office at Pirojshanagar,
Vikhroli, Mumbai 400 079 (hereinafter referred to as the "Licensor"), of the ONE
PART, and WNS Global Services Private Limited, a Limited Company incorporated
under the Companies ▇▇▇, ▇▇▇▇, and having its Registered ▇▇▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇(▇), ▇▇▇▇▇▇ - 400 079, (hereinafter referred to as "the
Licensee") of the OTHER PART.
The "Licensor" and the "Licensee" are hereinafter together always referred to as
the "Parties" and are individually, when necessary, referred to as "Party".
RECITALS
WHEREAS the Licensor is the owner of and absolutely seized & possessed of
and/or otherwise well and sufficiently entitled to all those lands lying being
and situate at Pirojshanagar, Vikhroli, Mumbai - 400 079, on which lands the
Licensor has built and constructed several industrial sheds and office blocks
(hereinafter referred to as "the Larger Premises")
AND WHEREAS the Licensor has constructed Plant no. 10 Industrial building
admeasuring about 85,000 Sq. Ft, constructed on the Survey No.57 (pt) of
Village Vikhroli corresponding to CTS No. 7 (pt) and 67(pt).
AND WHEREAS the Licensee is desirous of using and occupying 59,202 sq. ft.
(56,720 sq. ft. on ground floor, and an area of 2,482 sq. ft. on the lower
ground floor level) of the Building Plant No. (Industrial Shed No.) 10 as
aforesaid delineated in red in the Plan annexed and more particularly described
in the Schedule hereto (hereinafter referred to as "the Licensed Premises").
AND WHEREAS the Licensee has requested the Licensor to permit the Licensee to
use and occupy the Licensed Premises which request has been acceded to by the
Licensor and the Parties hereto have agreed to enter into a Leave & License
Agreement in the manner following.
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NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:
ARTICLE 1 - THE LICENCE
1.1 The Licensor hereby permits the Licensee to use and occupy the Licensed
Premises and the Licensee hereby agrees to use the Licensed Premises as a
Licensee for carrying out its professional services business, including
Computer software and IT enabled services for a period of 33 months from
16th August 2005 ending on 15th May 2008, on the terms and conditions
hereinafter contained and on the part of the Licensee to be observed and
performed.
1.2 It is expressly agreed by and between the Parties that juridical possession
of the Licensed Premises shall be always that of the Licensor. The Licensee
is granted a personal, non-transferable and non-assignable licence to use
the Licensed Premises on the terms and conditions stated herein
1.3 It is the express, real and true intention of both the Parties that this
Agreement shall be a licence only according to the terms hereof, and that
the Licensor shall have free and unobstructed access to the Licensed
Premises during working hours, with adequate prior notice to the Licensee
and without inconveniencing the Licensee in any way. Provided always that
the Licensor shall not interfere with the work or operation of the Licensee
being lawfully carried on in the Licensed Premises.
1.4 The Licensee shall at any time and from time to time, prior to and during
the subsistence of the agreement, be at liberty to carry out make and
effect upon the Licensed Premises such addition, alterations, renovation
and improvement to the Licensed premises (especially that of structural/
material addition and alteration) only with the prior written consent of
the Licensor and such requests shall not be denied unless they are of a
nature that are detrimental to the structural safety of the building or in
violation of local laws or regulations. Save and except any changes that
have been carried out with the approval of the Licensor, the Licensed
Premises shall be left or returned in more or less the same condition in
which they were at the time when the Licensee was inducted in the Licensed
Premises, subject to reasonable wear and tear attributable to normal use
for the business. The Licensee shall further ensure that such additions
fixtures fittings alterations or improvements do not damage any part of the
License Premises or any load bearing structural member of the Licensed
Premises.
1.5 On the expiry or sooner determination/termination of this Agreement the
Licensee shall remove itself, its employees, representatives, servants and
agents from the Licensed Premises, which shall save and
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except changes approved by the Licensor, be in the minimum in the same
condition in which the Licensed Premises was on the date of this Agreement,
subject to reasonable wear and tear attributable to normal use for the
business, Provided Further that the Licensee shall be entitled to leave any
of its furniture, fittings, fixtures, leasehold improvements and approved
alterations as well as to remove its records and all other belongings from
the Licensed Premises on the expiry or sooner determination of this
Agreement.
1.6 The Licensee shall have in common with the Licensor and its servants,
agents, staff, employees, suppliers, customers and bona fide visitors, and
its own servants, agents, staff, employees, suppliers, customers and bona
fide visitors, the non-exclusive licence to have ingress and egress from
the Licensed Premises. Such non-exclusive ingress or egress shall in no way
be deemed to confer on the Licensee any right of easement relating to or
running with the land or on any other grounds or any other rights
whatsoever. The Licensee undertakes to the Licensor that it shall be
exclusively responsible and liable for all acts of commission and omissions
of its servants, agents, staff, employees, suppliers, customers and bona
fide visitors of the Licensee for or in respect of damage, loss, costs, or
either harm or injury caused to any property of the Licensor or to any
other Licensees of the Licensor, its/their servants, agents, staff,
employees, suppliers, customers and bona fide visitors in the Licensed
Premises.
1.7 The Licensee may, at its own cost, put up two sign-boards indicating its
name, on the exterior of the Licensed Premises, Provided that the
dimensions and exact location of such sign boards shall be intimated, in
advance, to the Licensor for its approval and that such approval should be
obtained, in writing, Provided However, that such approval shall not be
unreasonably withheld. Such signboards should not cause any damage to the
facade of the Licensed Premises and shall not contravene any local laws or
regulations.
1.8 The Licensee shall be entitled to apply and obtain at its own cost separate
telephone lines and any other telecom infrastructure The Licensee shall
have the right to surrender the said separate telephone lines to the
telephone company on or before the expiry of the license. The Licensor
shall give the necessary No Objection and/or consent to enable the Licensee
to obtain the separate telephone lines, leased lines and other telecom
infrastructure.
1.9 The Parties agree that on the basis of the express assurances and
undertakings mentioned herein the Licensor has agreed to grant to the
Licensee, the present licence to use and occupy the Licensed Premises.
1.10 The Licensee shall be allowed for use by it and its officers, agents,
staff, employees, suppliers, customers and bona fide visitors Thirty
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(30) car parking spaces for parking in front of the Licensed Premises and
an additional thirty five (35) car parks located in the vicinity reserved
exclusively for the Licensee and its officers, agents, staff, employees,
suppliers, customers and bona fide visitors.
ARTICLE 2 - LICENCE FEE
The Licensee shall pay to the Licensor during the term of this Agreement a
monthly licence fee or compensation of Rs.5,92,020/- (Rupees Five Lakh
Ninety Two Thousand and twenty only) (the "Licence Fee") less deduction on
account of income-tax deductible at source under the provisions of
Income-Tax Act, 1961 and Rules made thereunder, as applicable. Provided
however that the License fee shall be payable with effect from 16th August
2005.
ARTICLE 3 - LICENSEE'S OBLIGATIONS
3.1 The Licensee shall pay the Licence Fee in advance on or before the 7th day
of each English calendar month.
3.2 The Licensee shall observe, perform, conform and comply with and carry out
at its own cost in so far as the Licensed Premises are concerned, terms and
conditions thereof and provisions, requirements of such acts, rules,
regulations, notifications and notices which may, from time to time, be or
made applicable or may be issued and certified in respect of the Licensed
Premises by Union of India, State of Maharashtra, Municipal Corporation of
Greater Mumbai and/or any local or public authority (except such of the
provisions and requirements thereof as may involve structural alteration in
the Licensed Premises or any part thereof) and shall, at all times
indemnify and keep always indemnified the Licensor from and against all
liabilities, costs, charges and expenses in respect of non-observance,
non-performance and non-compliance thereof.
3.3 The Licensee will keep the interior of the Licensed Premises and every part
thereof including doors, windows, shutters, pipes, including existing false
ceiling, air conditioning ducting etc., and all additions and improvements
therein and thereto in good and substantial repair and condition, (subject
to reasonable wear and tear) save and except any such items as have been
removed with prior approval of the Licensor.
3.4 In the event, the Licensee as a corporate entity, undertakes any
restructuring resulting in formation of subsidiaries of the Licensee, the
Licensee may be permitted to extend the use and occupation of the Licensed
Premises to such of its subsidiaries so far as the such subsidiaries are in
the same line of business as the Licensee and that
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the permission by the Licensor to extend the use and occupation of the
Licensed Premises is at the absolute discretion of the Licensor and with
the Licensor's prior express written consent which consent shall not be
unreasonably withheld. Provided however, the Licensee shall promptly notify
the Licensor of the use of the Licensed Premises by such subsidiaries.
3.5 The Licensee shall use the Licensed Premises without in any manner
disturbing and/or interfering with the activities and business of the
Licensor or its associates or its subsidiary companies or any other persons
authorised by the Licensor in that regard.
3.6 The Licensee shall take all steps reasonably deemed necessary for
protecting the Licensed Premises
3.7 The Licensee shall take utmost care in using the Licensed Premises and
shall use the Licensed Premises only for the business of the Licensee and
in a lawful manner and for no other purpose.
3.8 The Licensee shall keep the Licensed Premises and every part thereof in
clean and tidy condition. The Licensee shall not keep anything in or around
the Licensed Premises, which shall always be kept un-littered and clean.
3.9 The Licensee or its representatives shall not in any manner prevent the
Licensor or any other person authorised by the Licensor from using the
common facilities and things used in common with the Licensor or any other
person or occupiers authorised by the Licensor.
3.10 The Licensee shall not do any act, deed, thing and matter which would
constitute a breach of any statutory requirements and which would adversely
affect the Licensed Premises or any part thereof or the rights of the
Licensor.
3.11 The Licensee shall at its own cost provide fire safety equipment on the
Licensed Premises. In so far as the compliance with the provisions of the
Maharashtra Fire Prevention and fire safety laws is concerned the Licensee
shall at it own cost provide all the fire safety equipments and take all
steps necessary to ensure compliance with the provisions of such laws as
may be applicable in this regard.
3.12 The Licensee agrees, confirms and undertakes to bear/reimburse all costs,
charges and expenses relating to stamping and registration of this
Agreement and its duplicate in their entirety, and shall extend all
cooperation to the Licensor in getting the said Agreement registered.
However, each Party shall bear its own legal costs.
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ARTICLE 4 - LICENSOR'S REPRESENTATIONS/WARRANTIES
4.1 The Licensed Premises have been constructed in accordance with the
sanctioned plans, rules and regulations as prescribed and in compliance
with the approvals granted by the concerned authorities in this regard.
4.2 The Licensor shall duly obtain the occupation certificate certifying that
the Licensed Premises is fit for office use and occupation.
4.3 The Licensor is the sole and absolute owner and has proper title to the
Licensed Premises, and is not restricted in any manner whatsoever from
granting the Licensed Premises on Leave and Licence basis to the Licensee
in the manner contemplated in this Agreement. Further, the Licensor shall
prior to the occupation of the Licensed Premises by the Licensee, obtain
all necessary approvals or permissions as may be required to be obtained
including from any government or regulatory authority, building association
or society permitting it to grant the Licensed Premises on leave and
licence basis to the Licensee.
4.4 The Licensee will not be liable for any charges or outgoings in respect of
the Licensed Premises prior to the effective date of commencement of the
Licensed Agreement.
4.5 The Licensor shall take all reasonable steps to assist the Licensee for
facilitating the installation of telecommunications infrastructure
including telephone lines, leased lines, Satellite Dish, VSAT's/RF Masts
etc. by the Licensee or on its behalf.
ARTICLE 5 - LICENSEE RESPONSIBILITIES
5.1 The Licensee or any other person dealing for/through it shall be
responsible for compliance of various statutory laws, as applicable and
rules made thereunder, including but not limited to labour related
legislations with regard to licensees business. The Licensee further
covenants that it shall indemnify and keep the Licensor indemnified against
any claims, demands, costs, charges, expenses, losses, whatsoever that may
arise in connection with the Licensed Premises on account of any wilful
contravention/breach by the Licensee, except by an act of God, natural
calamities or perils or any person dealing for/through it of any
regulations and laws for the time being in force.
5.2 The Licensee herein represents, confirms and states that its paid up
capital is in excess of Rs.1,00,00,000/- (Rupees One Crore Only) and,
therefore, the provisions of the newly introduced Maharashtra Rent Control
Act, 1999, shall not apply to this Agreement. The Licensee hereby
undertakes that as long as the Leave & Licence Agreement
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with the Licensor is in force, it will not reduce its paid up capital or
take any action which is likely to result in the reduction of its paid up
capital. In the event the Licensee desires or determines to reduce its paid
up capital below Rs 1,00,00,000 or such statutory limits as may be fixed by
the Maharashtra Rent Control Act, 1999 the Licensee shall immediately
inform the Licensor of such decision or desire to reduce the paid up equity
capital. Upon such notification, the provisions of Clause 9.1 below shall
apply. Moreover, the Licensee acknowledges the right and entitlement of the
Licensor to terminate this Agreement under the aforesaid circumstances and
therefore represents, confirms and states that in the event the Licensor
seeks to terminate this Agreement, in such an eventuality, the Licensee
shall hand over peaceful and vacant possession of the Licensed Premises to
the Licensor within 30 days after being served a written notice by the
Licensor and the Licensee shall not raise a claim for protection under the
Maharashtra Rent Control Act, 1999, against the Licensor in respect of the
Licensed Premises.
5.3 The Licensee shall be responsible for complying with all pertinent
bye-laws, rules and regulations for the time being in force in respect of
the changes made by the Licensee inside the Licensed premises the Licensee
may deem fit for full enjoyment of the Licensed Premises.
ARTICLE 6 - THE LICENSEE NOT TO ASSIGN, TRANSFER, ETC.
It is expressly agreed by and between the Parties that this Agreement shall
be deemed to be personal to the Licensee and the Licensee shall not assign,
transfer or sublicense this Agreement. Further, this Agreement constitutes
a non-transferable licence to the Licensee.
ARTICLE 7 - LICENSOR NOT LIABLE TO LICENSEE, ITS DIRECTORS, SERVANTS, ETC., OR
TO ITS PROPERTY FOR INJURY/DAMAGES/LOSS
7.1 The Licensor shall not be liable to the Licensee, its Directors, officers,
employees, servants, agents, invitees, visitors, customers or any other
person using or at any time being upon the Licensed Premises or any
personal injury, damage, loss or inconvenience howsoever or whatsoever
caused to them or to any goods or chattels brought by any person upon the
Licensed Premises it being the intention of and agreed to between the
Parties that the Licensee and other persons using the Licensed Premises
shall use the same solely at the risk of the Licensee, provided that, such
injury, damage, loss or inconvenience is not caused by the negligence of
the Licensor, its employees or agents.
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7.2 It is expressly agreed by the Licensee that the Licensor or its servants or
agents shall not be liable for any loss, accident, damage that may be
caused to Licensee or to its personnel or property whilst using the
Licensed Premises as herein mentioned, either by accident or otherwise,
either directly or indirectly or vicariously.
ARTICLE 8 - LICENSOR'S OBLIGATIONS AND RESPONSIBILITIES
8.1 The Licensor shall provide the Licensee for its operation at its own cost:
(a) Water: Requisite water connection from the municipal corporation. The
charges for consumption of water will however be borne by the Licensee as
per actual metered consumption at prevailing rates. The Licensee shall be
obligated to pay the said charges within 07 days of the Licensor's making a
written request to the Licensee on this behalf
(b) Power: With a view to enable the Licensee to put up and operate lights,
fans, split/windows/central air-conditioning and other electrical,
mechanical and electronic equipment, computers, peripherals, fittings and
apparatus, as the Licensee may require, the Licensor shall allow the
Licensee to make necessary application for power to the concerned
authorities and avail of the power supply. The Licensor shall provide the
necessary no objection for such application of power supply by the Licensee
to the authorities. Any alterations or additions to the electrical
installations, which the Licensee carries out, shall be intimated to the
Licensor and the Licensee shall obtain necessary statutory approvals for
the same.
The Licensee hereby agrees to bear all charges to be paid to the power
supply company for making the power available to the Licensee in terms of
these presents and for consumption of the electric power by the Licensee.
8.2 The Licensor shall continue to pay all municipal rates, taxes, cesses,
charges (hereinafter referred to as "Taxes") as prevailing on the date of
execution of this Agreement. Any future increase in the rates of taxes and
outgoings aforesaid by the Municipal Corporation of Greater Mumbai
subsequent to the first assessment as a Licensed Premises shall be shared
equally by the Licensor and the Licensee. In other words the Licensee shall
not be liable for any increase of taxes and outgoings if such increase is
attributable only to a change in the nature of assessment due to the
License created in favour of the License.
8.3 The Licensor or any other person dealing for/through it shall be
responsible for compliance of various statutory laws, as applicable and
rules made thereunder, including but not limited to labour related
legislations. The Licensor further covenants that it shall
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indemnify and keep the Licensee indemnified against any claims, demand,
costs, charges, expenses, losses, whatsoever that may arise on account of
any contravention/breach by the Licensor or any person dealing for/through
it of any regulations and laws for the time being in force.
8.4 The Licensor agrees and undertakes that it shall not, during the
subsistence of this Agreement and during the period the Licensee is in
occupation of the Licensed Premises assign, transfer, charge and encumber
or otherwise dispose of the Licensed Premises or any part thereof without
securing the interest of the Licensee in the Licensed Premises, it being
clearly understood that the right of the Licensor to transfer and charge
the Licensed Premises is subject to the Leave and Licence Agreement and/or
any other arrangements or agreements between the Parties.
8.5 If the whole or any portion of the Licensed Premises shall, at any time, be
destroyed or damaged, so as to be rendered inaccessible or uninhabitable,
in whole or in part, other than due to the fault of the Licensee or if as a
result of any of the force majeure events as mentioned in Article 13 the
Licensee is prevented from gaining free and unobstructed access to the
Licensed Premises, then the license fee to be paid hereunder or appropriate
portion thereof according to the nature and extent of the impediment to
occupancy shall cease and be suspended proportionately until the Licensed
Premises shall be rendered fit and accessible for use and occupation by the
Licensee. However, if the Licensed Premises is not fit for use and
occupation or continues to remain unfit for use and occupation by the
Licensee or if the Licensee is prevented from gaining free and unobstructed
access to the Licensed Premises for a period of 90 days, then the Licensee
shall upon the expiry of the said 90 day period be entitled to terminate
this Agreement by giving to the Licensor 07 days notice in writing.
8.6 The Licensor shall permit the Licensee the use and occupation of the
Licensed Premises during the period of License herein created without any
hindrance/eviction interruption and/or disturbance, claim or demand
whatsoever by the Licensor or any person claiming by from under or in trust
for the Licensor, save and except in the event of termination or prior
determination under Article 9 below.
8.7 The Licensor shall keep the area surrounding the Licensed Premises and its
approaches in clean and tidy condition.
8.8 The Licensor shall always be liable to make good the exterior and structure
of the Licensed Premises including walls, drainage and roof by carrying out
necessary repairs or renovations within its statutory common duty of care.
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ARTICLE 9 - TERMINATION, POST-TERMINATION OBLIGATIONS
9.1 Either Party ("non defaulting party") shall be entitled to terminate this
Agreement in the event of the other party ("defaulting party") committing a
material breach of the terms, conditions and covenants contained in this
Agreement to be observed and performed by the defaulting party by giving 30
days advance notice in writing and if the defaulting party rectifies the
breach and informs the non defaulting party in writing about the same
within the said period of 30 days then the notice will cease to be
effective. However, if the defaulting party is unable to rectify the breach
within the period of 30 days, then this Agreement shall, at the option of
the non-defaulting party, stand terminated. Provided if this agreement is
terminated by the Licensor being the non defaulting party then the Licensee
shall be liable to pay the Licensor a sum equal to six months compensation.
Further, in the event the Licensee informs the Licensor of its decision or
desire to reduce its paid up capital below Rs.1,00,00,000/- or such
statutory limits as may be fixed by the Maharashtra Rent Control Act, 1999,
as provided in Clause 5.2, the Licensor shall be entitled to (but not
obligated to) terminate this Agreement by giving 30 days notice in writing
to the Licensee, it being the express intention of the Parties that the
Licensee shall under no circumstances seek protection under the Rent
Control Act, and that the Licensee shall hand over vacant and peaceful
possession of the Licensed Premises 30 days after the Licensor serves the
Licensee with notice of termination as provided hereinbefore.
9.2 Notwithstanding anything contained in Clause 8.5, the Licensee shall have
the option to terminate the licence by giving 180 days advance notice in
writing to the Licensor without assigning any reason whatsoever, at any
time during the license period, as stated in Article 1.1 above. It is
clarified that the Licensor's right to terminate this Agreement on account
of breach on the part of the Licensee of any terms and conditions and
covenants contained herein to be observed and performed by the Licensee by
giving 30 days notice in writing as stated in 9.1 above shall not be
affected.
9.3 Notwithstanding anything contained in Articles 9.1 and 9.2 above, it is
hereby agreed and declared that if the Licensee passes a resolution for
voluntary winding up or if it is unable to pay its debts or compromises
with its creditors or if a receiver of its property is appointed or if a
petition filed under the Companies Act, 1956 for winding up of the Licensee
is successful or if the Licensee voluntarily becomes the subject of
proceedings under any bankruptcy or insolvency, or if the Licensee takes or
suffers action for its reorganization, or it's liquidation or dissolution
except when such event(s) is within the Entities of the Licensee, or the
Licensee becomes or is declared a sick company under the Sick Industrial
Companies Special Provisions Act, 1985, then and in any of such events this
Agreement shall at the
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absolute option of the Licensor stand terminated and thereupon the Licensee
or the person or persons or authority in whom the estate of the Licensee
may be vested shall hand over charge of Licensed Premises to the Licensor
forthwith, failing which the Licensor shall be entitled to re-enter the
Licensed Premises or any part of the Licensed Premises.
9.4 On the expiry or earlier termination of this Licence, the Licensee shall,
within not more than 30 days of such expiry or termination, remove its
employees and servants and all its and their belongings, chattels, articles
and things, whether or not affixed to the Licensed Premises (hereinafter
called the "said Goods") from the Licensed Premises, and vacate and hand
over the Licensed Premises to the Licensor in the same good order and
condition in which they were at the time when the Licensee entered into the
Licensed Premises, subject to reasonable wear and tear attributable to
normal use for the business of the Licensee and as provided in Article 1.5
above.
9.5 Subject to 9.4 above and the other provisions of this Agreement it is
expressly agreed between the Parties hereto that occupation of the Licensed
Premises by the Licensee immediately after expiry or sooner determination/
termination of this Agreement shall be an act of trespass and the Licensee
shall pay to the Licensor a sum of Rs.1,35,000/- (Rupees One lakh thirty
five thousand only) per day for occupying the premises in excess of the one
month provided in 9.4 above. If this wrongful occupation continues beyond
the first 60 days after such termination/early determination of this
Agreement, the sum will double every month thereafter, till such occupation
continues until such time the amount rises to Rs.5,40,000/-per day (Rupees
Five lakh forty thousand only). This right will be without prejudice to
other remedies available to the Licensor in law.
ARTICLE 10 - NO OTHER RIGHTS, TENANCY, ETC.
10.1 It is expressly agreed between the Parties that except what is stated
herein the Licensee shall not have any right of whatsoever nature into and
upon the Licensed Premises or the area surrounding thereto and it shall not
at any time claim any rights of whatsoever nature into and upon the
Licensed Premises or the area surrounding thereto.
10.2 Nothing herein contained shall be construed as creating any right,
interest, easement, lease, tenancy, sub-tenancy, deemed tenancy or transfer
of enjoyment in favour of the Licensee in or over or upon the Licensed
Premises (or any part thereof) or transferring any interest therein in
favour of the Licensee other than the licence granted to the Licensee in
accordance with the terms herein contained and the rights of the Licensee
under this Agreement and the Licensee agrees and
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undertakes that no such contention shall be made by the Licensee at any
time.
10.3 Without prejudice to its rights and remedies elsewhere provided in this
Agreement if a statutory amendment is made or announced to the Maharashtra
Rent Control Act, 1999 (the "Rent Act") or any other statute or law for
the time being in force which, or if the Rent Act is repealed and another
rent control statute is enacted in its place which amendment, repeal or
re-enactment, in the exclusive opinion of the Licensor is likely to
prejudice its rights under or by virtue of this Agreement or otherwise, the
Licensor and the Licensee agree to amend/modify this Agreement so that each
of the rights, of the Licensor and the Licensee, as contained in this
Agreement is maintained/continued. It is an express intention of the
Parties hereto that the Licensor shall be and shall always be deemed to be
in exclusive possession and in full charge and control of the Licensed
Premises at all times and that the Licensor shall as stated above at all
times by giving reasonable notice to the Licensee shall have full, free and
unobstructed entry into the Licensed Premises and only a mere right of user
as per this Agreement is given to the Licensee.
ARTICLE 11 - SEVERABILITY
In the event that any provision of this Agreement should be found to be
invalid or illegal under the applicable law, such provision shall be deemed
to be omitted to the extent of such invalidity or illegality, and the other
provisions of this Agreement shall remain valid and in force, and shall
continue to govern the relationship between the Parties.
ARTICLE 12 - NOTICES
All notices or other communications required or permitted to be given under
this Agreement shall be in writing and shall be either delivered personally
or sent by mail, at the following addresses of the Parties:
i) To the Licensor at its Registered office mentioned herein, and
ii) To the Licensee at
a) The Licensed Premises and
b) Its registered office
Notice shall be deemed to be given on the seventh business day after such
notice is mailed, if sent by registered mail. Any notice shall commence on
the day such notice is deemed to be given.
A Party may change its address for purposes hereof by notice to the other
Party.
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ARTICLE 13 - FORCE MAJEURE
Neither Party shall be liable to the other Party for failure to perform its
obligations hereunder due to the occurrence of any event beyond the control
of such Party and affecting its performance including, without limitation,
governmental regulations, orders, administrative requests, rulings or
orders, acts of God, war, war-like hostilities, civil commotion, riots,
epidemics, fire or any other similar cause or causes.
ARTICLE 14 - GOVERNING LAW
It is declared and confirmed by the Parties hereto that what is recorded in
this Agreement reflects the true intention of the Parties and neither
Parties shall contend to the contrary. This Agreement shall be governed and
construed in accordance with the laws of India.
ARTICLE 15 - HEADINGS
The descriptive words or phrases at the head of the various articles and
sections hereof are inserted only as a convenience and for reference. They
are in no way intended to be a part of the Agreement or in no way define,
limit or describe the scope or intent of the particular article or section
to which they refer.
ARTICLE 16 - WAIVERS
The failure with or without intent of any Party hereto to insist upon the
performance by the other of any term or provision of this Agreement in
strict conformity with the literal requirements hereof shall not be treated
or deemed to constitute a modification of any term or provision hereof, nor
shall such failure or election be deemed to constitute a waiver of the
right of such Party at any time whatsoever thereafter to insist upon
performance by the other strictly in accordance with any term or provision
hereof; all terms, conditions and obligations under this Agreement shall
remain in full force and effect at all times during the term of this
Agreement except as otherwise changed or modified by mutual written
agreement of the Parties hereto.
ARTICLE 17 - JURISDICTION
The Parties expressly agree, that only the competent courts of jurisdiction
at Mumbai shall have exclusive jurisdiction in all matters arising
hereunder.
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ARTICLE 18 - ARBITRATION
If any dispute arises between the Parties hereto during the subsistence or
thereafter, in connection with the validity, interpretation, implementation
or alleged material breach of any of the provisions of this Agreement or
regarding any question including the question as to whether the termination
of the Agreement by one Party hereto has been legitimate, the Parties
hereto shall endeavour to settle such disputes amicably. In case of failure
of the Parties to settle such disputes within thirty days, either Party
shall be entitled to refer the disputes (if legally possible) to
arbitration. The arbitration shall be conducted by a sole Arbitrator
mutually appointed, or in case of disagreement as to the appointment of a
sole Arbitrator, by three (3) Arbitrators of which each Party shall appoint
one (1) Arbitrator and the third Arbitrator shall be appointed by the two
appointed Arbitrators. The arbitration proceedings shall be governed by the
Arbitration & Conciliation Act, 1996. The language of the arbitration
proceedings shall be in English. The provisions of this Article 18 shall
survive the termination of this Agreement for any reason whatsoever. The
place of Arbitration is Mumbai.
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SCHEDULE OF THE PROPERTY
An area of 59,202 sq. ft. (56,720 sq. ft. on ground floor, and an area of 2,482
sq. ft. on the lower ground floor level) of the said Building (Industrial Shed)
No. 10 on Survey Nos. 57 (pt) of village Vikhroli, corresponding to CTS No.
7[pt] and 67(pt), Mumbai. The above property is bounded by:
Due North: Boundary wall of Godrej & ▇▇▇▇▇ Mfg. Co. Ltd.
Due South: Internal road of Godrej and ▇▇▇▇▇ Mfg. Co. Ltd.
Due East: Internal road of Godrej and ▇▇▇▇▇ Mfg. Co. Ltd.
▇▇▇ ▇▇▇▇: Office Structure Plant No. 10
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IN WITNESS WHEREOF the Parties have executed these presents (in duplicate) on
the day and the year first herein above written.
Signed & Delivered by the within named )
Licensor, GODREJ & ▇▇▇▇▇ ▇▇▇▇- )
FACTURING COMPANY LIMITED, )
through its duly Constituted Attorney, ) /s/ ▇▇▇▇▇▇ ▇. Engineer
▇▇. ▇▇▇▇▇▇ ▇. Engineer, in the )
presence of : )
1.
2.
Signed & Delivered by the within named )
Licensee, World Network Services Pvt. Ltd. )
through its Authorised Representative, )
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
in the presence of : )
1. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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