Exhibit 10.22
AGREEMENT TO LEASE
This Agreement to Lease together with its annexure (hereafter referred to as the
`AGREEMENT') is made this 19th day of July, 2003.
BETWEEN
(1) MR. TAFSIR AHMAD son of (Late) Shri Tafir Ahmad (2) ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ son of
Shri Tafsir Ahmad, (3) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ son of Shri Tafsir Ahmad, (4) MR. ▇▇▇▇▇▇
▇▇▇▇▇ son of Shri Tafsir Ahmad and (5) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ son of Shri Tafsir Ahmad
all care of Unit No. A-40 located in ▇▇▇▇▇▇ ▇, ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇
(hereinafter collectively referred to as the `Lessor' which expression shall,
unless it be repugnant to the context or meaning thereof, be deemed to include
its administrators, executors and successors) of the FIRST PART
AND
M/S AGILIS INFORMATION TECHNOLOGIES INTERNATIONAL PRIVATE LIMITED, a Company
registered under the Indian Companies Act, 1956, having its registered office at
▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ (hereinafter referred to as `LESSEE',
which expression shall mean and include, unless it be repugnant to the context
or meaning thereof, its administrators, executors, and successors, through its
Managing Director CAPT SHIVIND BAKSHI son of (Late) Shri ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
duly authorized vide Resolution of the Board dated herewith, of the SECOND PART.
The Lessor and the Lessee are hereinafter collectively referred to as the
`PARTIES'
AND WHEREAS the Lessor had purchased the said premises from M/s Unitech Limited
who had in turn in collaboration with M/s Singapore Consortium through M/s
Aditya Properties Pvt. Ltd. has developed on a plot of land admeasuring 4.995
acres in ▇▇▇▇▇ ▇▇▇▇-▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ a Commercial Complex called
`SIGNATURE TOWERS' (hereinafter referred to as the `COMPLEX') in accordance with
approved building plans for commercial use by the Director, Town and Country
Planning, Government of Haryana, Chandlgarh.
WHEREAS The Lessor is the owner of the office space on 10th floor in Tower `B'
of the Complex bearing Unit Nos. 1001 & 1002 admeasuring 5617.84 sq.ft. (Super
Area) (hereinafter referred to as the `Premises') and has represented to the
Lessee that it has power and authority to give the Premises on lease.
AND WHEREAS the Lessee has represented and warranted the Lessor that It has the
power and authority to enter Into and perform this Agreement.
AND WHEREAS the Lessor has accepted the proposal of leasing out the Premises to
the Lessee till the subsistence of this agreement.
NOW THEREFORE, THIS AGREEMENT WITNESSETH AS UNDER:
ARTICLE 1
LEASE
1.1 The Lessor hereby agrees to lease to the Lessee and the Lessee hereby
agrees to take on lease from the Lessor, subject to the mutual rights and
obligations as contained in the Agreement, the Premises in the Complex.
The Lessor further agrees to give the rights to use the common areas in
the Complex along with other occupants of the Complex.
1.2 The Lessor shall give the possession of the Premises with false ceiling,
lighting, ducting, 60 workstations, reception area, meeting room, one
cabin and intranet cabling to the lessee. The lessee shall give the vacant
and peaceful possession of the premises to the Lessor along with aforesaid
interior after the expiry of tenancy.
ARTICLE 2
TERM OF THE AGREEMENT
2.1 The Agreement shall commence from the date of signing of this Agreement
which, shall continue to be in force and binding between the Parties for a
period of 2 (Two) years (hereafter referred to as the `Lease Period'). The
Lease Period may be extended by the Lessee for two (2) additional two (2)
year periods by giving written notice to the Lessor prior to the end of
the then existing term. A fresh Lease Deed may be drawn at every renewal,
if required under law.
2.2 It is agreed between the Parties that during the Lease Period the Lessee
can terminate the lease alter giving six months notice to the Lessor
however, the Lessee cannot terminate the said Lease agreement before the
expiry of initial twenty four months of the Lease which shall be treated
as LOCK IN PERIOD. In case the Lessee vacates the premises in the initial
_____ years of the Lease, it shall be bound to pay and discharge the rent
and maintenance charges for the remaining un-expired period of the initial
twenty four months of the Lease i.e. the unexpired portion of the LOCK IN
PERIOD.
ARTICLE 3
RENT AND SECURITY
3.1 In consideration of the Lessor agreeing to lease out to the Lessee the
Premises, the Lessee shall pay the Lessor the rent @ Rs. 47/-per sq. ft
(Rupees Forty Seven only per square feet per month for the initial period
of Two years in respect of the Premises from the date of commencement of
this Agreement. Thereafter the rent shall increase by 18% (Eighteen
percent) over the last rent paid after expiry of every two year lease
period, for two more terms of two years each. The Lessor shall bear the
cost on renovation of interior work already done in the premises and the
acquisition of additional office furniture a communication equipment,
telephones and the like. However the cost shall be limited to maximum of
Rs.5,00,000.00 (Rupees Five Lakhs only). This cost shall be reimbursed to
the lessee who undertakes the work of renovation as per its requirement.
If
-2-
Lessor fails reimburse Lessee within 30 days of its submission of a
request, Lessee may deduct such sum from the next rent coming due.
3.2 It is hereby agreed between the parties that the monthly rental as
specified in clause 3.1 and the interest free refundable security deposit
as specified in clause 3.4 with respect to said premises, shall be
enhanced at a fixed rate of 18% (eighteen percent) at the end of every
term and renewal term during the currency of this lease.
3.3 The rent and the other charges in respect of the Premises as specified in
this Agreement shall be paid quarterly in advance by the 7th of each first
calendar month of the quarter in respect of which the rent is due. Any
delay in payment of rent by the due date shall attract levy of interest @
18% p.a. for the period of delay, which shall also be payable by the
Lessee to the Lessor.
3.4 In addition to monthly rent payable by the Lessee in accordance with the
aforesaid clauses, the Lessee shall also pay an interest free security
deposit equivalent to 2 month's rent. It is agreed that the Lessee shall
pay 100% of the security deposit at the time of signing of this Agreement.
3.5 Upon termination of this Agreement in accordance herewith, the Lessor
shall refund the interest free security deposit only upon the Lessee
surrendering the peaceful, vacant and physical possession of the Premises.
In the event the Lessee extends its stay in the Leased Premises beyond the
term of the Lease Period the Lessee shall be liable to pay the rent for
the period of such extended stay in the Premises at the prevailing market
rate in the area, without prejudice to Lessor's right available in clause
15.
3.6 The rent payable by the Lessee to the Lessor shall also be subject to
statutory deductions.
3.7 If the Lessee vacates the Premises upon termination or expiry of this
Agreement after serving the due notice as prescribed, and the Lessor fails
to refund the Security Deposit to the Lessee simultaneously with the
Lessee handing over the vacant possession of the Premises to the Lessor,
the Lessor shall, on the unpaid Deposit, pay to the Lessee an interest @
18% per annum from the date on which the Deposit becomes due for
repayment.
ARTICLE 4
MAINTENANCE
The Lessee hereby agrees that it shall simultaneously enter into a
separate Maintenance Agreement with the maintenance agency for the
maintenance of the Premises and the Common Areas of the Complex. The
Lessee agrees to pay the maintenance advance at the time of signing of
this agreement and the maintenance charges shall be payable from the time
the maintenance agreement is signed. In the event the Maintenance
Agreement is not signed within one week of signing of the Agreement; the
Lessor shall terminate the Agreement in terms of clause 11 of the
Agreement. The said Maintenance Agreement shall form part of the Agreement
and is annexed hereto, and the Lessee hereby
-3-
undertakes to abide with all the terms and conditions stipulated therein.
The Lessor or a nominated agency of the Lessor shall undertake maintenance
of the complex. The maintenance charges shall be as per Actual +20% which
as a cost indicator can be taken as Rs.12/- per sq.ft. Per month (subject
to variation) for working from 8.00 A.M. to 8.00 P.M. This includes the
air-conditioning, Power Back-up, General cleaning and maintenance of the
common areas and basements. Electricity consumed for client's appliances
and equipment's shall be billed extra as per actual through sub-meters
installed at client's premises. Extra Hours charges shall be separate. The
overtime (extra hours) usage shall be charged on ACTUAL BASIS i.e.,
charged as per the readings at the sub-meter for the office. The
maintenance agency, and one by the lessee for a weekly/monthly
tally/crosschecking will maintain a record book.
ARTICLE 5
REPRESENTATION AND OBLIGATION OF LESSOR
5.1 The Lessor's shall give a prior written notice to the Lessee of the date
of possession and the Lessee shall through its authorised representative
take the possession of the Premises within a period of 7 days, failing
which the Lessee shall be deemed to have taken possession of the Premises
and the payment of the rent and maintenance charges shall commence there
from.
5.2 To permit the Lessee to carry out at the cost of the Lessee, but without
in any way damaging the main structure of the Premises, internal
partitions and other internal alterations and additions which are not
visible from outside, as may be necessary for the business of the Lessee.
5.3 The Lessor shall make all possible efforts to provide regular supply of
electricity and water for drinking as well as other purposes to the
premises.
5.4 The Lessor shall be liable for all outgoing of any kind whatsoever in
respect of the premises for the period prior to the date of commencement
of lease and any period after the expiry or earlier termination of lease.
ARTICLE 6
TITLE AND OWNERSHIP
6.1 Save as otherwise provided in this Agreement, no right, title or interest
in the Premises shall pass to the Lessee by virtue of these presents. The
Lessee shall at no time contest or challenge the Lessor's sole and
exclusive right, title and interest In the Premises.
6.2 The Lessee also agrees and undertakes not to, assign or sublet or
otherwise encumber or suffer a lien without the prior consent of the
Lessor In writing. Notwithstanding the foregoing, The Lessee has the right
to sublet the Premises in part or full thereof to a party or parties, who
would be bound under the same terms and conditions as stated in this
Lease. A written permission shall be obtained before the subletting the
premises and the Lessor shall not withhold such permission unduly or
unreasonably. The Lessee shall,
-4-
however, remain responsible for the rental payments and possession to the
Lessor In addition, Lessor agrees that this Lease is unconditional by
assignable by Lessee, on the same terms and conditions, to an Indian
Subsidiary of M/s Greenfield Online, Inc., (a company organized under the
laws of the USA) or its affiliates without cost or the necessity of Lessor
approval, and that immediately upon such assignment Agilis will be
relieved of any and all responsibilities or obligations under this Lease.
6.3 Conditioned upon the Lessee's compliance with and fulfillment of the term
and conditions of this Agreement, the Lessee shall have the right to have
exclusive peaceful possession of the Premises for the full term of the
Agreement.
ARTICLE 7
REPRESENTATIONS AND OBLIGATIONS OF LESSEE
7.1 The Lessee as agreed aforesaid under sub-clause 3.4 shall pay to the
Lessor rent and all other sums payable under this Agreement not later than
the 7th day in advance. In the event of any delay the Lessee shall be
liable to pay interest @18% per annum on all amounts due \ and payable by
the Lessee under this Agreement.
7.2 That there is no House Tax or Municipal tax applicable on the said
premises as on date. However, if any tax of such nature is imposed on the
Lessor by virtue of the Lessee's occupation of the same, the same shall be
shared in equal proportions between the Lessor and the Lessee.
7.3 To pay by the due date "meter hire, electricity charges as recorded in the
meter and water charges. In the event of there being common meter for
common services the Lessee shall jointly with other occupants of the
Complex shall pay within 7 (seven) days from the date of the ▇▇▇▇ to the
Lessors the proportionate cost of water and electricity charges calculated
on 8 the super built-up area of the Premises.
7.4 To carry out day-to day maintenance of the Premises at its own cost but
all structural repairs in the premises be bone by the Lessor.
7.5 To permit the Lessors and their representative at all reasonable hours,
after prior notice to enter into the Premises for the purpose of
inspection or maintenance of services or for any other purpose.
7.6 The insurance of the interior of the Premises shall be of the Lessee and
the Lessor shall not in any case be liable for any damage or loss
occurred.
7.7 To use the Premises for office purposes only and not to carry on or permit
to be carried on in the Premises or in any part thereof any activities
which shall be or are likely to be unlawful, obnoxious or of nuisance,
annoyance or disturbance to other tenants/occupants in the Complex.
-5-
7.8 It is agreed by the Lessee not to keep or store any goods of hazardous or
combustible nature or otherwise so as to affect the construction or the
structure of the Complex save and except such materials are as used in the
course of running of an office establishment.
7.9 To display name and address of its office only at such place(s) as agreed
in the maintenance agreement and not to do any act In this respect which
is contrary to the terms and condition of the maintenance agreement.
7.10 The Premises shall be used only by the Lessee for its own office,
associates, subsidiaries, group companies and affiliates and the Lessee
undertakes that it shall not assign, transfer, mortgage, sublet or grant
leave and license or transfer or part with or share possession in any
manner whatsoever, of any portion of the Premises except as provided for
herein, and further undertakes to produce relevant documents to
substantiate the group companies, subsidiaries etc.
7.11 The Lessee shall not make any structural additions or alterations in the
Premises unless specifically allowed under the maintenance agreement by
the Developer. The Lessee hereby agrees and make sure that it shall at the
time of vacating the Premises shall restore the Premises in its original
shape at its own cost, reasonable wear and tear excepted.
7.12 The Lessee shall be liable to the Lessor, if the arrears of rent and any
other sum due and payable by the Lessee exceed the amount deposited as the
security.
ARTICLE 8
INSPECTION
8.1 The Lessor or its designated representative shall have the right from time
to time during the normal business hours on any working day with at least
24 hours prior notice in writing to the Lessee to enter upon the Premises
for the purpose of inspecting the service and maintenance in the Premises.
8.2 The Lessee shall permit the Lessor or its authorised representative to
enter into the Premises to check for the compliance with the Agreement.
ARTICLE 9
FORCE MAJEURE
9.1 FORCE MAJEURE
The following events including but not limited to fire, accidents, floods,
earthquakes, storms, other Acts of God; terrorist activities, war, riots,
bandh, civil strife or any government or municipal action prohibition or
restriction to run the Business, temporarily or otherwise, from the Leased
Premises, for a continued period of 30 days or more, shall be declared an
event of Force Majeure and upon the occurrence of which event the Lessee
shall not be bound or liable to pay the Rent to the Lessor for such time
as the event of Force Majeure shall continue. Provided however, that in
the event that an event of Force Majeure continues beyond 90 (ninety)
days, then the Lessor and the Lessee both
-6-
shall have the option to terminate this Agreement, However, if the Lessee
is still using the space, the Lessee shall be liable to pay rent.
ARTICLE 10
GENERAL
10.1 STAMP DUTY
The Agreement for the Premises shall be registered and the charges
pertaining to the stamp duty shall be borne by the Lessee and the Lessor
in equal proportions.
10.2 ASSIGNMENT
The Lessor shall have the right to sell or transfer the Premises during
the period of lease to any third Party/ Parties. However, the Lessor shall
ensure and be liable that the third party shall be bound by and would
adhere to the terms and conditions of the Agreement for uninterrupted and
peaceful enjoyment of the Premises by the Lessee for the period of lease.
Provided further that the Lessor shall ensure that at the time of sale or
assignment whatsoever, the third party adheres to terms and conditions as
mentioned in the annexure A forming the integral part of this agreement.
10.3 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and
revokes and supersedes all previous agreements between the Parties, if
any, concerning the matters covered herein whether written, oral or
Implied. The terms and condition of this Agreement shall not be changed or
modified except by written amendments duly agreed between the Parties.
ARTICLE 11
TERMINATION
11.1 The Lessor may terminate this Agreement and reenter the premises and be
deemed to have taken back the possession, if any of the following occurs:
11.1.1 Upon happening of Events of Default, if such default is not cured within
30 days of Lessee's receipt of written notice from the Lessor of the
nature of the default.
11.1.2 Upon Lessee committing any breach of the terms and conditions of this
Agreement, provided such breach is continuing and has not been cured by
Lessee within 30 days of receipt of written notice from the Lessor of the
nature of such breach.
11.2 EVENTS OF DEFAULT:
An event of default by Lessee shall occur hereunder if:
-7-
11.2.1 The Lessee fails to pay any of the lease rentals, maintenance charges or
part thereof or other payment required hereunder for two consecutive
months; also in case the lessee repeats the delay during the tenancy the
same shall be construed as default.
11.2.2 The Lessee omit to perform, observe any covenant or condition to be
observed and performed of this Agreement and shall continue to do so or
does not remedy the breach within thirty (`30~ days after written notice
received in respect thereof;
11.2.3 The Lessee transfers or part with possession or sublets or encumbers or
creates any lien or endangers the Premises, not in accordance with the
terms of this Lease;
11.2.4 The Lessee commits an act of bankruptcy or becomes insolvent or bankrupt
or makes an assignment for the benefit of creditors;
11.3 REMEDIES
Upon the occurrence of any Event of Default and at any time thereafter, in
addition to the right available to the Lessor in the Agreement here in
above, the Lessor shall declare all sums due and to become due hereunder
as per the agreement, immediately due and payable by the Lessee and upon
the Lessee failing to make the said payment within 30 days thereof, Lessor
may, at its sole discretion to do the following:
11.3.1 The Lessor may forthwith put Lessee on to the notice to vacate the
Premises or any part thereof and shall terminate this Agreement without
prejudice to any claim, which the Lessor may have against the Lessee in
respect of any breach, non-performance or non-observance of the covenants
or conditions herein contained. The Possession shall deemed to be handed
back if the default continues for more than two months from the date of
non-payment of the money due.
11.4 The Lessee shall also be entitled to terminate this agreement in the event
of a breach of the provisions of this agreement by giving three months
notice.
ARTICLE 12
COSTS
If either Party Is in breach of any of the terms and conditions mentioned
in this Agreement (the "BREACHING PARTY") the other Party (the "NON
BREACHING PARTY") shall be liable for all legal fee and other cost and
expenses resulting from such breach of the provisions of this agreement.
ARTICLE 13
WAIVER
Any expressed or implied waiver by the Lessor of any default shall not
constitute a waiver of any other default by the Lessee or a waiver of any
of the Lessor's right. All original rights and powers of the Lessor under
this Agreement will remain in full force,
-8-
notwithstanding any neglects, forbearance or delay in the enforcement
thereof by the Lessor, and the Lessor shall not be deemed to have waived
any of the Lessor's rights or any provision of this Agreement or any
notice given hereunder unless such waiver be provided in writing by Lessor
and any waiver by the Lessor of any breach by the Lessee of the Agreement
shall not be deemed a waiver of any continuing or recurring breach by the
Lessee of the Agreement.
Any expressed or implied waiver by the Lessee of any default shall not
constitute a waiver of any other default by the Lessor or a waiver of any
of the Lessee's right. All original rights and powers of the Lessee under
this Agreement will remain in full force, notwithstanding any neglects,
forbearance or delay in the enforcement thereof by the Lessee, and the
Lessee shall not be deemed to have waived any of the Lessee's rights or
any provision of this Agreement or any notice given hereunder unless such
waiver be provided in writing by Lessee and any waiver by the Lessee of
any bread~ by the Lessor of the Agreement shall not be deemed a waiver of
any continuing or recurring breach by the Lessor of the Agreement.
ARTICLE 14
APPLICABLE LAW AND JURISDICTION
14.1 This Agreement shall be construed and the legal relations between the
Parties hereto shall be determined and governed according to the laws of
India.
14.2 That the Civil Courts at Gurgaon and Punjab & Haryana High Court at
Chandlgarh alone shall have jurisdiction in all matters arising out of
and/or concerning this transaction.
ARTICLE 15
ARBITRATION
15.1 All disputes, difference or disagreement arising out of and in connection
with or in relation to this Agreement shall be finally decided by sole
arbitrator to be held in accordance with the provisions of the Arbitration
and Conciliation Act, 1996. Any arbitration pursuant hereunder shall be
domestic arbitration and under the applicable laws.
15.2 The venue of the arbitration shall be Gurgaon, India and the language of
arbitration shall be English.
ARTICLE 16
NO PARTNERSHIP/AGENCY
Nothing in this Agreement shall be construed as creating a partnership or
joint venture between the Lessee and the Lessor. Neither party will be
deemed to be an agent of the other party as a result of any act under or
related to this Agreement, and will not in any way pledge the other
Party's credit or incur any obligation on behalf of the other Party.
-9-
ARTICLE 17
NOTICE
Any notice to be served on either of the Parties by the other shall be
sent by prepaid recorded delivery or registered post or by fax at the
address shown at recital of the Agreement and shall be deemed to have been
received by the addressee within 72 hours of posting or 24 hours if sent
by fax or by electronic mail.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET THEIR HANDS AND SEAL TO THESE
PRESENTS ON THE DAY, MONTH & YEAR FIRST ABOVE WRITTEN IN THE PRESENCE OF THE
FOLLOWING WITNESSES:
SIGNED, SEALED & DELIVERED
for M/S Agilis Information Technologies
International Private Limited
(Tafsir Ahmad) (▇▇▇▇▇▇▇ ▇▇▇▇▇) (▇▇▇▇▇▇ ▇▇▇▇▇)
(Capt. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇)
(▇▇▇▇▇▇ ▇▇▇▇▇) (▇▇▇▇▇ ▇▇▇▇▇) Managing Director
FIRST PARTY(S) SECOND PARTY
WITNESSES:
-▇▇-
▇▇▇▇,
▇▇▇▇▇▇ Ahmad & Others
▇-▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇-▇▇▇▇▇▇,
▇▇▇▇▇ Pradesh
19th July 2003
To,
M/s Agilis Information Technologies International (P) Ltd
Flat No. 1001 & 1002 Signature Towers A,
Southcity I, Gurgaon, Haryana
SUB: CAR PARKING SPACES
Dear Sir,
You are the tenants in above referred flats vide Lease Agreement dated 19th July
2003 signed between you and us. We confirm to give to you Six Car Parking spaces
at a additional monthly rent of Rs.2000.00 (Rupees Two Thousand Only) per car
Parking space per month. The Car Parking spaces are owned by us as per following
details;
2 Car Parking Spaces Mr. Tafsir Ahmad
1 Car Parking Space ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
1 Car Parking Space Mr. ▇▇▇▇▇▇ ▇▇▇▇▇
1 Car Parking Space ▇▇. ▇▇▇▇▇▇ Abroad
1 Car Parking Space ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
You are requested to kindly confirm the above.
Thanking You,
Yours truly,
(TAFSIR AHMAD)
Confirmed the above
For M/s Agilis Information Technologies
International Private Limited
Capt ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Managing Director
-11-