Exhibit 10.31
SARASWAT - I
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This Agreement made at Mumbai this 25th day September of 1997 between Software
Technology Park Pvt. Ltd., an existing company within the meaning of the
Companies ▇▇▇, ▇▇▇▇, having its registered office at ▇-▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇,
▇▇▇▇▇▇▇, Pune 412 114 (herein after referred to as "The Owners") which
expression shall be deemed to include its successors and assigns of the ONE PART
and Kanbay Software (I) Pvt. Ltd. an existing company within the meaning of the
Companies ▇▇▇, ▇▇▇▇, having its registered office at ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇), ▇▇▇▇▇▇ 400 054 (hereinafter referred to as "The Users") which
expression shall be deemed to include its successor and assigns of the OTHER
PART.
WHEREAS the Owners have in accordance with the permission by the Government of
India established a Technology Park for software export through dedicated
Satellite Earth Station out of its facilities at its 100% export oriented unit
established at ▇-▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇.
WHEREAS the Owners have been operating an Earth Station leased by it from Videsh
▇▇▇▇▇▇▇ ▇▇▇▇▇ Limited (VSNL) in terms of agreement dated 6th September 1989 with
the said VSNL at the aforesaid premises at MIDC, Talwade, Pune 412 114 on or
after 1st April, 1994.
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WHEREAS the owners have been allowing certain parties including the parties
hereto of the other part to use the Earth Station leased by it from VSNL as per
the agreement entered into by it with VSNL.
AND WHEREAS, the Owners, have installed 64 KBPS Data Communication Satellite
Link/s together with the requisite equipments, furniture, articles and things as
per Schedule I hereto annexed for using the said equipment together with the
requisite equipments, furniture, articles and things, as per Schedule I hereto
annexed for running the said equipment (hereinafter referred to as the
"Facilities").
AND WHEREAS the Owners have entered into an Agreement with VSNL on 19th day of
January 1993 for using the aforesaid satellite link for other users on the
condition that the owners shall continue to be liable to VSNL for all charges
and other obligations contained in the aforesaid agreement and that the owners
shall not transfer the ownership and other rights in the various facilities
installed and used by the owners at the aforesaid factory premises without the
written consent of VSNL and other authorities.
AND WHEREAS The Users had approached the Owners to allow the Users to use the
said Facilities for the purpose of development and support of software only for
a period of three years for service charges specified in Schedule II commencing
from 1st December 1995 which could be renewed for a further period of five
years purely on temporary basis to which the Owners have agreed on the following
terms and conditions mutually agreed by and between the parties hereto:
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:
1. The Users have agreed with the Owners for the use of the requisite
equipments, furniture, articles and things, as per Schedule I hereto
annexed (herein after referred to as the "Facilities") installed at ▇-▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇, Pune 412 114 so that the Users together
with other permitted parties would have access to use, the said Facilities
for a limited period of Three plus Five years commencing from 01st December
1995 and expiring as on 30th November 2003 for the purposes of and to
facilitate the carrying on the business of the users.
2. The Users had deposited with the Owners a sum of Rs.230,000/- (Rupees Two
Lakh Thirty Thousand Only) as security for the due fulfilment of the terms
and conditions of the Agreement and also to ensure good conduct, proper
management and regular payment of dues. The said amount will remain with
the Owners free of any interest till the expiration of the period of this
Agreement or termination thereof on account of any breach of the terms and
conditions thereof by the Users.
3. The parties hereto have been negotiating the terms and conditions governing
this arrangement though no formal agreement was drawn up and since almost
two years have elapsed, it is hereby agreed that all payments made for and
upto 30th September 1997 shall be deemed to have been made towards User
Charges upto that date and all such payments will be deemed to have been
made in full and final settlement of those dues and no further charges
shall be demanded by the Owners. It is further agreed that the new rate of
charges will become effective from 1st October, 1997.
4. The Users hereby further agree and undertake to regularly and punctually
pay to the Owners every month an amount as determined as per Schedule II,
which is at the rate of Rs. 112.00 per hour commencing with effect from 1st
October 1997, for using the Facilities (hereinafter referred to as the
"stipulated amount") owned by the Owners. The entire output from the
operation of the Facilities shall belong to and shall be to the account of
the Users only.
5. The Users agree to pay all dues within 7 days of demand by the Owners. The
time of payment of dues as aforesaid shall be deemed to be the essence of
the contract. The facilities shall be made available round the clock at all
times for the Users by the Owners and the charges for the aforesaid use
shall be payable irrespective of actual use by the Users.
6. The Users shall obtain and maintain at their own expenses all licences or
authorisations such as excise, octrol, sales tax and others, which are
required to be obtained by the Users in respect of the said Facilities and
all such licences will show the name of the Users only as Users. Any
default of the terms and conditions mentioned in such licences or
authorisations shall be to the account of the Users only and the Owners
shall not be responsible thereto.
/s/ Authorized Party
/s/ Authorized Party
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7. The owners have agreed to provide various other utility services viz.:
a) Power
b) Water
c) Security
d) Catering /Canteen facilities
e) Garden maintenance
f) Electrical maintenance
g) Plumbing Maintenance
h) Car parking facilities
i) Air conditioning
j) Carpeting
k) Telephones
l) Fax
m) Photocopying facilities
n) Playground
The Users shall pay for availing of the aforesaid and other agreed services
on actuals on demand been made by the owners in addition to the stipulated
amount as mentioned in para 3 of this Agreement.
8. The Users hereby agree and clearly understand that the ownership and
control of the said Facilities has and always, remain with the Owners. The
allowing of the use of the equipments, furniture, articles and things
belonging to the Owner is a part of this Agreement and of the buildings
along therewith is incidental thereto being inseparable therefrom.
9. The Users shall have no right to assign the benefit of this Agreement
without the prior written consent of the Owners. Any consent granted by the
Owners to any assignment of the Agreement shall not be deemed a waiver in
any subsequent case of this Agreement contained against assignment and
shall not absolve the Users in respect of any liability under this
Agreement.
10. The Owners shall be entitled to visit the said Facilities at all times to
view the conduct of the business including equipments, furniture, articles
and things therein without any obstruction or objection from the Users or
their employees.
11. This Agreement shall not mean or shall not be construed to mean that the
Owners have parted with the Facilities or any part or portion thereof nor
that the Owners have created any right of tenancy or subtenancy or other
right or interest in respect of the said Facilities nor shall the Users
claim any such right or take shelter under the provisions of say Rent
Control Act or any other law for the time being in force. This Agreement is
in promotion of the business interest of both sides and in furtherance
thereof.
12. The Users undertake to carry on the said business at their entire risk and
responsibility. The Users shall conduct the said business in accordance
with the rules and regulations of the Government, local authority,
Municipality, Police or
/s/ Authorized Party
/s/ Authorized Party
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any other authority for the time being in force applicable to the running
of the said business as also in accordance with the terms and conditions of
this Agreement. In the event of any default or breaches on the part of the
Users of the provisions thereof they shall be solely responsible for any
claim, demand, costs, charges, penalty and punishment in respect thereof.
And the Users shall indemnify and keep the Owners in respect thereof
provided however that the Owners alone shall be responsible for payment and
discharge of all liabilities accrued and incurred by the Owners prior to
herebefore and the Owners agree that they shall continue to remain liable
for payment of such liabilities.
13. The Users shall not pledge the credit of the Owners.
14. The Users shall not at any time during the continuance of this Agreement do
any act, deed or thing whereby the said Facilities or any part thereof
shall become encumbered or the rights of the Owners in respect thereof
jeopardized nor shall the Users represent to any third party including the
bankers of the Users or financial bodies or any other authorities concerned
that the Users are the Owners of the said premises, in which the Users have
been permitted to carry on the said business nor shall the Users create any
lien or charge whether in favour of any bank or private party or parties or
persons in respect of any goods lying in the said Facilities and belonging
to the Owners nor shall the Users allow any attachment being levies either
on the said Facilities or equipments, furniture and other articles
belonging to the Owners and lying and being in the said Facilities.
15. The Users undertake not to make any structural or other changes or
additions or alteration to the Facilities except with the previous
permission in writing from the Owners, which shall not be unreasonably
withheld by the Owners.
16. The Users shall take good care of the Facilities and other equipments,
furniture, articles and things as contained in the Schedule I hereto
annexed and belonging to the Owners subject to reasonable wear and tear.
The Users shall leave all such equipments, furniture, articles and things
of the Owners in good repair order and condition on the expiry of the
period of this Agreement or its earlier termination on breach of any terms
and conditions of the Agreement, reasonable wear and tear excepted.
17. The Users undertakes to quietly and peacefully vacate the said Facilities
belonging to the Owners on completion of the period of the Agreement or its
earlier termination, as the case may be, without raising any objection of
any nature whatsoever.
18. In the event of the Agreement coming to an end by efflux of time provided
the Users have not committed any breach of the terms of the Agreement and
provided the Users have paid all amounts due to the Owners in accordance
with the terms and conditions hereof, the Owners shall refund to the Users
the said amount deposited under clause 2 hereinabove without interest on
the
/s/ Authorized Party
/s/ Authorized Party
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Users handing over possession of the said facilities including equipments,
furniture, articles and things lying in the said Facilities & belonging to
the Owners as herein above.
19. Without prejudice, to the other rights and remedies of the Owners under
this Agreement or in law and in case of breach of the terms of this
Agreement by the Users, the Owners shall give 60 days notice in writing to
the Users, to set right and make good the said breach or breaches by the
Users and if despite such notices, the Users persists with the breach or
breaches or do not set right the said breach or breaches, the Owners may at
its option put an end to this Agreement by either giving notice in writing
in 60 days to the Users terminating this Agreement or the Owners may set
the breach or breaches right in any way that may be possible within their
capacity or means at the risk, costs, charges, expenses and damages of the
Users and the Owners shall have the right to recover the same from the
Users at the cost of the Users and be indemnified by the Users there
against.
20. Wherever in this Agreement the consent of the parties is required, such
consents or approval shall not be unreasonably withheld.
21. If the Users desire to terminate this Agreement in the event of there being
a breach before the expiry of the period of this Agreement, then the Users
shall give to the Owners three months notice in writing of their intention
to give back the facilities of the Owners. At the end of the expiry of the
said three-calendar months period, the Users shall returned the facilities
of the Owner. The Owners will after a further period of 15 days from the
date thereof refund to the Users the balance deposit without interest
subject to deduction for amounts due and payable by the Users to the Owners
or such person or persons in connection with this Agreement. After the
expiry of the period as specified in Schedule II to this agreement, this
agreement may be renewed / extended for such further period and on such
terms and conditions as may be mutually agreed.
22. The failure of either party to insist upon a strict performance of any of
the terms and conditions of this Agreement or to exercise any option, right
or remedy herein contained, shall not be construed as a waiver or as a
relinquishment for the future of such term, provision, option, right or
remedy but the same shall continue and remain in full force and effect. No
waiver by either party of any term of provision hereof shall be deemed to
have been made unless expressed in writing and signed by such party. In the
event of consent by either party to an assignment of this Agreement, no
further assignments shall be made without the express consent in writing of
such party, unless such assignment may otherwise by made without consent
pursuant to the terms of this Agreement.
23. Save as herein provided if at any time any dispute or differences shall
arise between the parties hereto and / or any persons or person claiming
through or under then respectively whether in connection with any of the
terms and provisions of this Agreement and / or as regards the respective
rights and
/s/ Authorized Party
/s/ Authorized Party
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obligations of the parties hereto and all other matters arising out of or
relating to or touching this Agreement such disputes and differences shall
be referred to the arbitration of two Arbitrators one to be appointed by
each of the parties and the provisions of The Arbitration and Conciliation
Act, 1996, and any statutory modification or re-enactment thereof shall in
that case apply to such arbitration and the arbitrator or arbitrators or
the Umpire that may be appointed under the provisions of the said Act shall
have summary powers. Courts at Mumbai alone will have jurisdiction to
entertain and try and disputes between the parties.
24. Any notice required or permitted by this Agreement to be given by the
Owners to the Users shall be in writing and shall be addressed to the Users
at ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇), ▇▇▇▇▇▇ 400 054 or at such
other address as the Users may from time to time designate to the Owners in
writing. Any notice required or permitted by this Agreement to be given by
the Users to the Owners shall be in writing and shall be addressed to the
Owners at ▇-▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇, Pune 412 114 or at such
other address as the Owners may from time to time designate to the Users in
writing.
25. All other appropriate supplemental Agreements or other instruments
necessary or desirable in order to make this Agreement and each provision
hereof fully and legally effective and binding, or to carry out the intent
and purpose thereof, but not inconsistent with any of the provisions hereof
shall be executed and delivered and all other acts necessary of appropriate
for such purpose shall be duly or effectively executed, done or taken by
the parties hereto.
26. This Agreement together with other writing signed by the parties expressly
stated to be supplemental hereto and together with any instruments to be
executed and delivered pursuant to this Agreement constitutes the entire
Agreement between the parties and supersedes all prior undertakings and
writings and may be changed only by writing signed by the parties hereto.
IN WITNESS THEREOF the Owners and the Users have set and subscribed their hands
and seals the day and year first above written.
SIGNED, SEALED AND DELIVERED by the } For SOFTWARE TECHNOLOGY PARK PVT. LTD.
withinnamed Software Technology }
Park Pvt. Ltd. } /s/ Authorized Party
in the presence of M. G. DALAMAL } DIRECTOR
-----------------
/s/ M. G. DALAMAL
SIGNED, SEALED AND DELIVERED by the } For KANBAY SOFTWARE (I) PVT LTD
withinnamed Kanbay Software (I)
Pvt. Ltd. } /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇
in the presence of ▇. ▇. ▇▇▇▇▇▇▇ } ▇▇▇▇▇▇ ▇ ▇▇▇▇
---------------- Managing Director
/s/ ▇. ▇. ▇▇▇▇▇▇▇
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SCHEDULE I
IBS Earth Station
Control Room
Microwave Tower
Other necessary telematics equipment incidental thereto
Installed in the premises of the Owners at MIDC Talwade Pune 412114 and
available for the use of users for transmission of software from and through
Module I in the said premises.
▇▇▇▇▇▇▇▇▇
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SCEHDULE II
Maximum Charges
per annum and
Period proportionately for Rate per hour
From To part thereof
01.10.1997 30.11.1997 Rs. 3,28,000/- Rs. 111.00
01.12.1998 30.11.1998 Rs. 10,52,000/- Rs. 120.00
01.12.1999 30.11.1999 Rs. 13,97,000/- Rs. 160.00
01.12.2000 30.11.2000 Rs. 14,95,000/- Rs. 171.00
01.12.2001 30.11.2001 Rs. 16,00,000/- Rs. 183.00
01.12.2002 30.11.2002 Rs. 17,12,000/- Rs. 195.00
01.12.2003 30.11.2003 Rs. 18,31,000/- Rs. 209.00
/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇
/s/ Authorized Party
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