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AGREEMENT

This Agreement is made on /../2014 between:


MobMe Wireless Solutions Limited having its registered office 41/3197, Fourth Floor,
Bhageeratha Square, Near Town Hall, Kacherippady, Cochin 682018hereinafter referred to as
first party (which expression shall, unless it be repugnant to the context or meaning thereof, be
deemed to mean and include its successors and assigns).
Indian Telecom Innovation Hub Technology Business Incubator, a not for profit society
registered under the Travancore-Cochin Literary, Scientific and Charitable Societies
Registration Act, 1955.and having their Office at Kinfra Hi Tech Park, Opposite to Co-operative
Medical College ,HMT Colony P O, Kalamassery , Cochin 683503 hereinafter referred to as the
Second Party (which expression shall, unless it be repugnant to the context or meaning
thereof, be deemed to mean and include its successors and assigns)




First party and Second party together hereinafter referred to as the SERVICE PROVIDERS
AND...................................................................................hereinafter referred to as the third
party or the incubates (which expression shall, unless it be repugnant to the context or meaning
thereof, be deemed to mean and include its successors and assigns)

1. In consideration of a Security deposit of Rs. 2000 paid vide DD no. ..
dated . and in consideration of a yearly service charge and compensation
(hereinafter referred to as service charges) of Rs 2000per year Only) payable from
by the Third Party to The Second Party and in consideration of the terms and
conditions of this agreement, Service Providers hereby grant unto the Third Party,
permission to provide the services detailed in Annexure 1 for a period of one year
from date of signing the agreement, for use by The Third Party for the purpose of
Virtual incubation

2. The THIRD PARTY shall use THE FACILITIES immediately from the date of agreement,
in default of which SERVICE PROVIDER shall have the right to terminate the
agreement.

3. The service charges for the services provided shall be paid on or before the agreement
day of every year regularly in advance to the Second Party and the Third Party shall
obtain a receipt from the Second Party or their authorized representative without
which no plea of payment shall be valid. In the event of any delay in payment of the
service charges by the Third Party, simple interest calculated at the rate of 2% yearly
or part thereof shall be payable by the Third Party to the Second Party in addition to
the service charges



FIRST PARTY SECOND PARTY THIRD PARTY


4. In case the service charges amount due to the Service Providers exceed three months
service charge unpaid at any point of time, the Third Party agrees to the unconditional
right of the Service Provider to discontinue provision of services.

5. Further, the THIRD PARTY agrees that the movable assets of the THIRD PARTY may be
attached by the Service Providers as security against payment to be received in the event
of any payment outstanding after adjusting the amount due against the security deposit.
The service charges is inclusive of all the facilities provided including power, water, central
air-conditioning as per Annexure 1.
6. In case the above referred charges payable to the Service Providers and / or that payable
to the Society or Agency(s) designated by SERVICE PROVIDERS have not paid , the
THIRD PARTY agrees to the unconditional right of SERVICE PROVIDERS to suspend
any or all facilities.
a) In case the THIRD PARTY defaulted the payment of service charges or other charges
with interest/surcharges, and in case of any payment effected by the THIRD PARTY, the said
amount will be adjusted firstly on interests/surcharges outstanding, secondly on service charges
and thirdly on license fee in arrears.
b) Compensation/license fee shall become payable with effect from the date of this
agreement.

c) The THIRD PARTY shall use the services and facilities provided only for the purpose for
which it was permitted
7. The THIRD PARTY shall use the services and facilities only for the purpose for which it
was permitted and also take care not to store any combustible materials or articles
prohibited under law. The THIRD PARTY shall not use the services and facilities for any
purpose other than the one for which it is now permitted without the previous written
consent of SERVICE PROVIDER.
8. The THIRD PARTY shall not, without the previous written permission of SERVICE
PROVIDERS, alter, improve or make structural alterations to the Physical Components of
facilities provided to the THIRD PARTY and it is not obligatory on the part of the SERVICE
PROVIDERS to give such permission if in their opinion


FIRST PARTY SECOND PARTY THIRD PARTY


such alteration /addition / removal is not required to be done. Provided the THIRD PARTY may
at their own cost and expense put up any partition or alteration and to have all reasonable
facilities to carry out their activities without affecting or damaging the present building and any
structure of the building and shall, on the expiry of the terms of agreement hand over Physical
Components of facilities in its original condition with reasonable wear and tear or earlier
determination thereof, dismantle and remove all such partitions, alterations, office facilities etc.
at their own cost and expense and shall also have the option to leave behind those items which
they do not wish to remove for which SERVICE PROVIDERS shall have to pay no charges.

9. The THIRD PARTY shall not transfer, assign, license, sub license or enter into any
arrangement whatsoever and shall not deal with their interests or rights in the services or
facilities with any person/s or institutions in any manner whatsoever without the previous written
permission and consent of the SERVICE PROVIDERS and it shall however, be not obligatory
on the part of the SERVICE PROVIDERS to give such permission if, in their opinion, the said
act/s of the THIRD PARTY is not agreeable to them. If, in case any such permission is once
granted the same shall be by a separate triplicate agreement as per the terms decided by the
service providers.

10. The THIRD PARTY shall be entitled to display the name and/or signboards only in the
space specified by SERVICE PROVIDER in the incubator area.

11. The THIRD PARTY shall insure, and at all times during the continuance of this
agreement keep insured all the structures / equipment / fittings that may be erected by the
THIRD PARTY on and within the said module(s), against loss or damage by fire, natural
calamities, and against third party liability.
12. The THIRD PARTY shall not cause any disturbance, annoyance, nuisance, damages to
SERVICE PROVIDERS or the peaceful functioning of other units in other premises in SERVICE
PROVIDERS Campus and will not create any obstructions in the common areas.
13. THIRD PARTY shall keep the SERVICE PROVIDERS indemnified in the event of loss or
damage by fire or natural calamities of the structures / equipment / fittings or


FIRST PARTY SECOND PARTY THIRD PARTY


part thereof, or from any third party liability arising from such event, or any other accident / event
within the incubator area. Further the money realized from the THIRD PARTYs insurance claim
shall be specifically utilized by the THIRD PARTY to rebuild and restore the incubator area to its
original condition.

14. The THIRD PARTY shall inform SERVICE PROVIDERS of any change in the corporate
structure of the THIRD PARTY.

15. SERVICE PROVIDER shall have full right to control the access to buildings and
structures therein or any part thereof. THIRD PARTY shall allow persons and vehicles entering
and leaving SERVICE PROVIDERS campus to be examined by the staff of SERVICE
PROVIDERS or any agency authorized by SERVICE PROVIDERS for the purpose of checking
and security measures.

16. The THIRD PARTY shall observe and perform all rules and regulations prescribed under
Industrial and Labour Legislation such as Industrial Disputes Act, Workmens Compensation
Act, Payment of Wages Act, Minimum Wages Act or any other statute governing the relationship
between employer and employees.

17. The legal possession of the facilities if any provided under the agreement will always be
with SERVICE PROVIDERS and the Third Party has got only a right to enjoy the said services
and facilities for the period of agreement.
18. This agreement or any terms and conditions contained in this agreement and words
used in this agreement cannot be interpreted or read as a deed of tenancy or agreement of
Lease.
19. This agreement can be terminated by giving 60 days written notice of termination by either
party to the other. Further, if the THIRD PARTY violates the conditions herein above
mentioned and such other rules and regulations framed by SERVICE PROVIDERS,
SERVICE PROVIDERS shall have every right to terminate the agreement and evict the
THIRD PARTY from the demised premises after giving

FIRST PARTY SECOND PARTY THIRD PARTY
registered notice of 30 days. The address for communication of the Parties to this agreement
are the same as given in this agreement, and in case of any change of addresses to the Parties
the same shall be intimated to the other Party in writing with due acknowledgement.

20. The Liability of the THIRD PARTY company to pay any amount to SERVICE
PROVIDERS will be extensive with its Managing Director and other directors and they will not
be absolved from their personal liability in the event the company is wound up as liquidated .

21. On expiry of the period of this agreement, if the THIRD PARTY fails to surrender vacant
possession of the assets and facilities provided relating to this agreement and in case if new
agreement on new terms and conditions is not entered then the Third Party shall pay charges at
200% of the facilities charges agreed under the agreement.

IN WITNESS WHEREOF:
The said SERVICE PROVIDERs and the said THIRD PARTY have put their respective
signatures hereunder the day, month and year above written.
Signature of SERVICE PROVIDERS:

.

Signature of the THIRD PARTY
..






FIRST PARTY SECOND PARTY THIRD PARTY




WITNESS 1.


WITNESS 2. ..


ANNEXURE 1
The Virtual Incubation process would be charged at Rs 2000/year. The Incubation rent would
include

Usage of conference room
Mail Box
Business center
Access to common facilities including technology devices
* Usage of conference rooms and business centre is subject to availability and will have
to be booked well in advance. Guidelines for booking and allotment will be made by
the Startup Village management and informed to the incubates from time to time.





FIRST PARTY SECOND PARTY THIRD PARTY