EXHIBIT 10.11
(Image)
AGREEMENT
This Agreement entered into at Chennai this 16th day of November 1999 between
M/s Elnet Technologies Ltd., a company incorporated under provisions of the
Companies Act, 1956, with sole and main object of letting out space with high-
tech infrastructural facilities for software developers, having its registered
office at TS 140, Block 2 & 9, Elnet Software City, CPT Road., Taramani, Chennai
- 113 and hereinafter referred to as the First Party and M/s @Road India Pvt.
Ltd. a company incorporated under provisions of the Companies ▇▇▇, ▇▇▇▇, having
its office at ▇▇.▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
-▇▇▇▇▇▇ hereinafter referred to as the Second Party. The terms First Party and
Second Party, wherever the occur, shall mean and include its successors in
office and assign WITNESSETH AS FOLLOWS:
WHEREAS the First Party is the owner of ELNET SOFTWARE CITY at TS 140, ▇▇▇▇▇ ▇ &
▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇- ▇▇▇.
WHEREAS the Second Party approached the First Party and offered to take the
space with facilities relating to the IV-2 Module on IV Floor of software block
consisting of an area of 4100 sq.ft.
WHEREAS the duration of the agreement has been agreed for 3 years starting from
18/th/ November 1999
WHEREAS the First Party has agreed to commence the service of the facilities by
providing the required space.
WHEREAS after due negotiations, the First Party and the Second Party have agreed
to the following terms and conditions:
1. The First party hereby agrees to grant permission to the Second party for
the use of the IV-2 module consisting of an area of 4100 sq.ft. on the IV
floor of Software Block situated at Elnet Software City at Taramani with
the following high-tech infrastructural facilities on consideration of
payment of compensation as per para 4 below by the second party:
a) Uninterrupted power supply (UPS)
b) Air conditioning
c) Adequate Diesel Generator backup
d) Water supply
e) Maintenance of common area
f) Security arrangements for the software city
2. The First party agrees to rectify any disruption of uninterrupted power
supply at the earliest with due consideration to disruption due to natural
calamities and force majeure conditions.
3. The Second Party is entitled to use the high-tech infrastructure to carry
on software development and any other connected activities.
4. The Second Party shall compensate the First Party during the first year of
this agreement with an amount of Rs.1,51,700/- per month at a rate of
Rs.37/- per sq.ft. for the module of 4100 sq.ft. and the said sum of
Rs.1,51,700/- shall be payable by the Second Party to the First Party
before 5th of every succeeding English Calendar month. Incase of default on
payment of compensation on due dates, an amount of 1.5% of the outstanding
arrears shall be compensated per month by Second Party till the date of
clearing the arrears in full.
5. Apart from the compensation payable, the electricity charges for the energy
received from State Electricity Board (TNEB) and generator set shall be
compensated by the Second Party for the actual consumption before 30th of
every month at a prescribed rate which is at present at Rs.5.15 per unit
and Rs.8.35 per unit respectively for TNEB supply and generated power
supply. These rates are revisable in accordance with the revision of rates
by TNEB and on account of change in generating cost.
6. In addition to the compensation and electricity charges as shown in para 4
and 5 above, the Second Party shall also pay their share of common utility
charges (such as common area lighting, maintenance of elevators etc.) every
month on receipt of bills from the First party.
7. The deposit of Rs.7,58,500/- (5 months' compensation) is to be paid by the
Second Party to the First Party as interest free deposit. The deposit is
refundable on termination of this indenture, after adjusting arrears of
electricity charges, compensation and any other dues. The second party
shall not be allowed to adjust payment of compensation, electricity charges
and other dues from the deposit held with the first party.
8. The Second Party shall not be entitled to assign the benefit of the
facilities in the said premises either in whole or in part to any other
party.
9. The Second Party shall use the facilities for the purpose of its business
as aforesaid and shall not store in the area any combustible or inflammable
or dangerous materials and shall not carry on any business of illegal
nature in the premises.
10. The compensation is subject to an escalation of 10% from the beginning of
the second year i.e. from the beginning of 13th Month. The escalation will
be at the rate of 10% every year on the enhanced compensation rate till the
expiry of this agreement.
11. The Second Party shall bear the cost for breakage / damage other than those
relating to normal wear and tear during the period of lease.
12. Any amendment incorporating changes, if any, from time to time shall be
given effect to with mutual consent.
13. If the First Party finds that the second party has violated any of the
terms and conditions, the First Party will have the right to discontinue
the services being provided by them without any notice.
14. The Second Party has the liberty to terminate this agreement by giving 3
months' notice and on termination of the agreement, all facilities provided
by the first party shall be withdrawn. The First Party has the liberty to
terminate this agreement by giving 3 months' notice. However, in case of
continuous default in payment for a period of 3 months or more by the
second party, the first party reserves the right to terminate this
agreement by giving a shorter notice of one month.
15. The First Party and Second Party hereby agree that all costs and expenses
incidental to the preparation, execution, registration of this deed shall
be payable by the Second Party. Other than the taxes and levies in
respective of Software City, all other taxes and levies in respect of the
business carried on by the Second Party will be borne wholly by the Second
Party.
16. The Second Party would arrange insurance cover and fire protection for the
equipment placed by them on their own.
17. The First Party hereby covenants to give the use of IV-2 module consisting
of an area of 4100 sq.ft. on the IV floor of Software Block at Elnet
Software City, Taramani, Chennai as stated in item no. 1 above
18. The First Party and Second Party agree that the agreement shall be further
renewable or otherwise at mutually agreed terms and conditions at the time
of expiry of this agreement.
19. All disputes will be subject to the Chennai Jurisdiction.
SCHEDULE
--------
The IV-2 module consisting of an area of 4100 sq.ft. on the IV floor of Software
Block at Elnet Software City, Taramani, Chennai-113
IN WITNESS WHEREOF THE FIRST PARTY AND THE SECOND PARTY have set their hands and
signatures on the day, month and year first written above.
WITNESS
-------
For ELNET TECHNOLOGIES LTD.
1. /s/ XXX
▇▇▇▇▇▇ ▇▇▇▇▇ MEENA, IAS
FIRST PARTY
/s/ XXX
2. SECOND PARTY