LEAVE AND LICENSE AGREEMENT

This LEAVE AND LICENSE AGREEMENT made and entered at Nagpur this
_______ day of ___________ 2007 BY AND BETWEEN
__________________________ (a LICENSOR registered under the Companies
Act 1956 and having its registered office at _________________________
hereinafter called the “LICENSOR” (which expression shall unless it be
repugnant to the context or meaning thereof, be deemed to mean and include its
successor or assigns) of the ONE PART and ___________________, through its
Director/Partner
________________________________________________________________
_____ (a LICENSEE registered under the Companies Act 1956) having its
registered office at _______________________ hereinafter called the
“LICENSEE” (which expression shall unless it be repugnant to the context or
meaning thereof, be deemed to mean and include its successor or assigns) of
the Other Part.

-1-
WHEREAS:
A. By and under a tripartite Deed of Assignment dated _______December,
__________ executed by and between the partners of one
__________________________, and the co-parceners and members of
one M/s. __________________________, a Joint and Undivided Hindu
Family (collectively the Assignors therein) and the LICENSOR herein, and
duly registered with the Sub-Registrar of Assurances at Nagpur under
Serial No. _______ on ___________, the Assignors have for the
consideration and on the terms and conditions contained therein, assigned
in favour of the LICENSOR all their respective leasehold right, title and
interest in all the piece or parcel of land or ground admeasuring totally
_______ sq. ft. comprising as follows:-
a. ___________________________________________
more particulary described in Part I and Part II of the First Schedule hereunder
written and shon on the Plan Annexure “A” hereto annexed and forming part as
A, B, C & D, E respectively. The aforesaid plots of land are hereinafter
collectively referred to as “the said Land”.

B The LICENSOR has created a proper set up and organization for running and
maintaining such modern Shopping Mall and for that purpose the LICENSOR
has installed Central Air Conditioning System, Escalators, Elevators for
vertical movement, security system, common utilities, furnished passage and
staircase area, etc., in the said Shopping Mall comprising Basement and
Three upper floors and formulated an arrangement for giving on “Leave and
License” basis, the Food Court in the said Shopping Mall and for availing
various services being provided by the LICENSOR to the intending
LICENSEE on the terms and conditions contained herein.

C. The LICENSEE has visited and inspected the set up under the various
services installed and provided in the said Shopping Mall building and upon
being satisfied, the LICENSEE has expressed his desire to avail these
facilities to carry out LICENSEE’s commercial / business activities for the
period of 60 months (Sixty Months).

-2-
D. At the request of the LICENSEE, the LICENSOR has agreed to provide on
“Leave and License” basis to the LICENSEE, the food Court unit no. ____in
the said Shopping Mall facilities to carry out the LICENSEE’s commercial
business activities for the period of 60 months (Sixty Months) in the area
situated at Ground floor identified as location (hereinafter for the sake of
brevity referred to as “the said Food Court Unit”).

E. It is further declared that this agreement is the sole repository of the terms
and conditions mutually agreed upon by and between the LICENSOR and the
LICENSEE.

NOW THE PARTIES HERETO RECORD THE TERMS OF SUCH LEAVE AND
LICENSE AGREEMENT FOR PROVIDING SERVICES / AMENITIES AND
SUCH AGREEMENT WITNESSETH AND IT IS AGREED BY AND BETWEEN
THE PARTIES HERETO AS FOLLOWS:

1. Definition:
For the purpose of this agreement each of the following expressions shall
have / contain the meaning assigned as under, unless it is repugnant to any
other context or meaning thereof.
1.1 The LICENSOR: Means __________________________ (a LICENSOR
registered under Companies Act, 1956 and having its registered office at
________________________ represented thru its Board of Directors or
its authorized representative/s and also include its successors or
assignees.

1.2 The LICENSEE: Means __________________________, having its

registered office at ___________________ represented thru its Board of
Directors / Partner or its authorized representative/s and also includes its
successors or assignees.

1.3 _____________MALL SHOPPING MALL : Means the Building

constructed on land admeasuring 40,000 sq. mtrs. and as detailed in Para

-3-
 A as above, known as _____________MALL for the purpose of Shopping
Mall and any additional area which may be allotted and added to this
land. The same shall be referred to as “The Shopping Mall ” in this
agreement.

THE FOOD COURT UNIT / THE SAID FOOD COURT UNIT: Means the
super area identified as ____on the 2nd floor known as Food Court and as
demarcated on the attached layout plan – Annexure I, admeasuring
___________ sq. ft. (approximately).

1.4 The period of agreement means 60 months (Sixty Months) commencing

on the first day of ____________and ending on _______________.

2 Security deposit:
The LICENSEE has agreed to pay the LICENSOR Rs._______________/-
(Rupees ________________________ Only) by way of interest free security
deposit for the due observance and performance of the terms and conditions
of this agreement. The LICENSEE will pay the deposit amount to the
LICENSOR in the following manner:

i. Rs. _______________/- (Rupees ________________________ Only)

upon signing of the Leave and License agreement.

The deposit amount will be retained by the LICENSOR till the

LICENSEE vacates the said Shopping Mall unit and hands over charge
thereof to the LICENSOR, without attracting any interest on it. The
deposit amount will be refunded to the LICENSEE by the LICENSOR on
the expiry or termination of the agreement (as per the terms stipulated
under clause no: 13 of this agreement), after deducting the dues as per
applicable clauses of this agreement.

3 LICENSEE Fee and other charges:

3.1 The LICENSEE has agreed to pay to the LICENSOR “License Fee’ as
compensation for the usage of the said Food Court Unit along with the
Shopping Mall Facilities as

-4-
 mentioned under Clause No. 7.1 for the period of this agreement @
Rs. ___________/- (Rupees _____________ Only) per month for
first 36 months, and thereafter increasing by 15% per month for the
remaining period of the agreement and to be paid monthly in advance.
The LICENSEE shall handover post dated cheques for each months
LICENSEE Fee for the first 36 months (Thirty Six Months) on
execution of this agreement and for the remaining in advance in the
23rd month.

3.2 The LICENSEE has agreed to reimburse to the LICENSOR all the
Utility Charges being the LICENSEE’s actual usage charges of the
utilities as mentioned under clause no. 7.2 for the period of this
agreement at actuals.

3.3 The LICENSEE has agreed to pay to the LICENSOR License Fee and
Service charges for the part of the month when it occupies the said
Food Court unit for a part of the month.

3.4 The LICENSEE will pay other charges as provided in this agreement.

3.5 The LICENSEE shall ensure, at his costs and consequences, that all
payments to the LICENSOR shall be drawn in favour of
“____________________” By Cheque / Pay Order / Demand Draft /
Banker’s Cheque made payable at Mumbai.

4 Period of Agreement:
4.1 This agreement between the LICENSOR and the LICENSEE is entered
into for the period of 60 months (Sixty Months). This arrangement
between the LICENSOR and LICENSEE is for the limited period and
also limited to the extent of the said Food Court Unit. The juridical
possession / ownership of the said Food Court Unit in Shopping Mall
shall always be with the LICENSOR.

4.2 This agreement will be effective from the ______________.

-5-
 4.3 The terms of agreement will come to an end on the expiry of the period
mentioned in this agreement. No prior notice is required to be given for
such termination by either party. This agreement may also be
terminated earlier as per the terms of termination of this agreement as
provided under the clause No.13 and the sub clauses thereof. In such
cases, it is necessary to serve prior notice to either party as per
applicable termination clause.

4.4 The lock in period for the LICENSEE will be 36 months (Thirty Six
Months) from the effective date of this agreement, during which it will
not be entitled to terminate this agreement. In case if this agreement is
terminated earlier than this lock in period, the LICENSEE will be liable
to pay the LICENSEE Fee and Service Charges for the remaining
incomplete lock in period.

5. Nature of Business:
5.1 The LICENSEE agrees to use the said Food Court Unit in Shopping Mall
only for the business of “Establishing and set up of Counter’s serving
variety of Veg or Non Veg Food which includes but is not limited to Indian,
Continental and Oriental Cuisine, various types of Fast Food Joints, Juice
Cafes, Cold Drinks and Mock Tails, etc.” on a fixed menu as enclosed
herein ( ANNEXURE –D ). Any change in the nature of business / menu
will require a prior written approval of the LICENSOR. It will be as the sole
discretion of the LICENSOR to allow or disallow the change of nature of
business / menu as also to withdraw the approval of change granted
earlier, if warranted.

5.2 The LICENSEE will not use the said Food Court Unit in Shopping Mall for
nature of business / menu other than that specified herein this agreement,
even temporarily without prior written approval of the LICENSOR. Any
change in the nature of business / menu without prior approval of the
LICENSOR will empower the LICENSOR to terminate the agreement.
5.3 If the LICENSOR permits a change in the nature of business / menu
(either temporarily / permanent), it may be withdrawn with prior written
notice to the LICENSEE.

-6-
6. Relationship between the Parties:
6.1 The relationship between the LICENSOR and the LICENSEE under this
agreement is between the parties hereto as the LICENSOR and
LICENSEE and on principal-to-principal basis.

6.2 Neither party shall be entitled to represent the other and / or make any
commitment on behalf of and / or in the nature of the other to or before
any person or party or traders or public body or authority.

6.3 No relationship in the nature of landlord and tenant or partnership or

association of person or joint venture or agent or representative is hereby
created or intended to be created between the LICENSOR and the
LICENSEE.

6.4 The LICENSOR and the LICENSEE shall be responsible and liable for all
their respective acts and omissions.

7. Shopping Mall Facilities provided:

7.1 The LICENSOR shall provide following services / facilities in the mall:
7.1.1 Duly completed area for the Food Court unit in Shopping Mall &
Multiplex Entertainment Center.
7.1.2 Installation, Operation and Maintenance of State of the Art Stereo
and Hi fi player.
7.1.3 Lighting arrangement for common areas like passages, atrium,
loading / unloading areas, waste disposable areas, etc.
7.1.4 Installation, Operation & Maintenance of Central Air Conditioning
Plant with compressors and ducting system.
7.1.5 Installation, Operation and Maintenance of electronic facility system
in the common areas, atrium and surrounding the main Shopping
Mall within the plot boundaries.
7.1.6 Installation, Operation Management & Maintenance of Fire Hydrant
& sprinkler system.
7.1.7 Installing, Operation managing and maintaining of central garbage
collection and disposable equipment.

-7-
 7.1.8 Provision of area for garbage collection, loading / unloading docks
and logistics area.
7.1.9 Installation, managing and maintaining of equipment for logistics
and material movement assistance.
7.1.10 Creation, maintenance and upkeep of common dining arrangement
with tables, chairs, etc.
7.1.11 Maintenance and upkeep of hygienic conditions and ambience for
providing a conducive environment for conducting business.
7.1.12 Installation, Operation and maintenance of common scrubber with
exhaust and dispensing system.
7.1.13 Electric power supply point within Food Court Unit in Shopping Mall
.

7.2 It has been agreed by and between the parties hereto that the
reimbursement of the common utilities and services on monthly basis as
consumed / used by the LICENSEE in the said Food Court unit in
Shopping Mall and any such utilities installed by the LICENSEE at any
given point of time or made available by the LICENSOR for the use of the
LICENSEE in the Shopping Mall , will be recovered as per the actual
usage of the services and utilities in accordance with the meter reading
thereby including all taxes, loadings, service taxes, levies and any other
charge levied / charged by such utility / service providing authority /
LICENSOR / Body Corporate. The licensee hereby undertakes and
agrees that all the decision taken by the licensor pertaining to the
maintenance and upkeep of the said food court would be final and the
licensee would cooperate and abide by the same:
7.2.1 Charges for electricity consumed by the LICENSEE in the said
Food Court unit in Shopping Mall .
7.2.2 Charges for water consumed by the LICENSEE in the said Food
Court Shopping Mall .
7.2.3 The LICENSEE at its own cost and consequences will maintain the
entire demarcated area of the Food Court unit, in strict and ultra
hygienic standards, commensurate with the maintenance of the
Shopping Mall .

-8-
 7.2.4 Common Area Maintenance outside the Food Court, will be levied
on the LICENSEE as per actuals.
7.2.5 The Property Tax for the entire area of the said Food Court unit in
the Shopping Mall will be borne proportionately by the LICENSEE,
during the entire term of this agreement.

8. Cost expenses and charges to be borne by the LICENSEE:

The LICENSEE agrees to bear and pay the following costs, expenses and
charges to the LICENSOR for the use of the said Food Court Unit Shopping
Mall ;
8.1 Interest free security deposit as per Clause no. 2.

8.2 Monthly license fee agreed between the parties as per Clause no. 3
of this agreement.

8.3 Re-imbursement of all charges for utilities as mentioned in Clause

no. 7.2 of this agreement, like electricity, water, etc. consumed by
the LICENSEE.

8.4 Proportionate share of the LICENSEE in all fresh or additional

taxes ncluding Property Tax and service tax, if any, and levies,
imposed by any authority including the local authorities, state
government, and central government. The amount so payable by
the LICENSEE to the extent of such increase / addition / imposition,
shall be decided by the LICENSOR and duly communicated to the
LICENSEE before imposing it.

8.5 Any loss or damage incurred to the Shopping Mall and Multiplex
Entertainment Center including plant & machinery, equipments,
building & other property of the LICENSOR by the LICENSEE, their
staff and / or representative or guests / customer / visitor.

8.6 All losses and damages suffered to the goodwill and image of the

-9-
 LICENSOR and / or the mall and / or Food Court Unit in Shopping
Mall due to any act or omission by the LICENSEE, her staff and /
or representatives or guests / customer / visitor.

8.7 Any third party claims on the LICENSOR due to any act of or
omission by the LICENSEE, her staff and / or representatives or
guests / customer / visitor.

8.8 The LICENSEE agrees to pay all costs, expenses, charges, losses
and damages, mentioned under Clause no. 8 and sub clauses
thereof in the following way(s) to the LICENSOR or respective
agency as the case may be.

8.9 Deposit as per Clause no. 2 of this agreement.

8.10 License fee under the Clause no. 3 before 10 th of every month viz.
in the beginning of every month.
8.11 All the expenses under the Clause no. 8 within the prescribed time
limit, viz within 7 days from the date of bill / debit note raised for
the respective charges or before 7 days prior to last date of
payment by concerned central state / local authori8ty / LICENSOR
for providing such utilities, whichever is earlier.
8.12 The LICENSEE will replace and / or repair the damages or losses
caused to the Shopping Mall including plant & machinery,
equipments, building & other property of the LICENSOR under the
Clause no. 8.5 at their own cost and in accordance with and to the
satisfaction of the LICENSOR. On failing to do so, the LICENSOR
will replace and / or repair the same at the costs and consequences
of the LICENSEE. The LICENSEE will reimburse to the LICENSOR
all the charges of such expenses within 7 days from the date of the
bill / debit note raised by the LICENSOR without any dispute or
challenge.

8.13 The LICENSEE will pay all the expenses under Clause nos. 8.6
and 8.7 within 15 days from the date of identification of such loss.

- 10 -
 8.14 The LICENSEE shall ensure that it shall make payment towards
license fee, service charges and re-imbursements to the
LICENSOR within the stipulated time period. A violation in the
above within prejudice to other rights of the LICENSOR and / or
without waiver thereof shall attract penalty @ 18% p.a. from the
date that the amount is due up to the date on which the LICENSEE
makes payment to the LICENSOR. The LICENSOR will be entitled
to deduct interest amount from the deposits of the LICENSEE.

9 General terms and conditions:

The general terms and conditions as mentioned below are mutually agreed
between the LICENSOR and the LICENSEE:
9.1 It is clear understanding between both the parties to this agreement
that this agreement does not create or transfer any interest, easement,
tenancy or sub tenancy in or over the said Food Court Unit in Shopping
Mall and Multiplex Entertainment Center in favour of the LICENSEE.
This agreement reflects only the permission to carry out business from
specified area for a specified period only. The said Shopping Mall and
Multiplex Entertainment Center unit by the LICENSEE for the specified
period only. The LICENSEE hereby confirms, acknowledges and declares
that it has no intention of claiming and will not at any time claim tenancy
rights whatsoever in the said Food Court unit in Shopping Mall . It is on the
basis of the express assurance given, representation and declaration
hereby made by the LICENSEE and believing the same to be true that the
LICENSOR in good faith has entered into this agreement. The full charges
and control as well as the juridical / legal possession of the said Food
Court unit in Shopping Mall at all times shall be with the LICENSOR.

9.2 The LICENSEE shall be liable to pay the license fee, service charges and
other related charges covered under Clause nos. 3 and 8 and sub clauses
thereof of this agreement from the effective date of this agreement / from
the date of taking over occupation / possession of the said Food Court in
Shopping Mall irrespective of the LICENSEE commencing the business
activities.

- 11 -
9.3 The LICENSEE does not have any right and shall not claim any
compensation / set off / damages or costs of any sort whatsoever for the
failure / non-availability / non-performance or otherwise of any of the
facilities / utilities provided in the Shopping Mall and the same shall not be
a cause for the termination of the agreement.

9.4 The LICENSEE has commenced its business activities as on effective date
of this agreement.

9.5 The LICENSOR shall insure the entire Shopping Mall and Multiplex
Entertainment Center and its assets to the extent of its scope of cover and
for the cause it deems fit from time to time. The LICENSOR will not cover
in the policy at any time goods, articles, furniture, fixtures, merchandise
and equipments, etc. or any other belongings of the LICENSEE lying in
the said Food Court unit in Shopping Mall unit if due to any act or
omission on part of the LICENSEE, the insurance premium for the
Shopping Mall and / or any of its assets increases, including third party
insurance the same will be reimbursed / indemnified by the LICENSEE to
the LICENSOR.

9.6 The LICENSEE has informed the LICENSOR about its organization
structure, name, addresses and contact numbers of key persons who are
responsible for day to day management of the LICENSEE’s business in
the Shopping Mall and the said Shopping Mall unit and shall inform the
LICENSOR of any changes and keeps it up dated from time to time.

9.7 The business hours of the shopping mall shall be decided by the mall
manager from time to time or as per the guidelines of the local governing
authorities or as per the decisions of the mall management from time to
time to meet the need of business. The same should be followed strictly.
However, for convenience, to do the preparatory work prior to and after
the business hours, the entry and exit time for the LICENSEE its staff the
representatives will be one hour before and after the applicable business
hour, representatives will be one hour before and after the applicable

- 12 -
 business, a change of business hours may be allowed by the LICENSOR
or subject to prior permission of the mall management. The Discretionary
power of the LICENSOR in such a case will prevail, to grant or reject or
withdraw the permission.

9.8 The licensee, their staff and / or representatives, agent or any persons
visiting the said Shopping Mall unit and the Shopping Mall will do so at
their own risk.

9.9 The LICENSOR shall make the necessary security arrangement for the
shopping mall in general and not any particular Shopping Mall unit.
However this arrangement is restricted to the common area surroundings
of the Shopping Mall within the boundary of the plot. The LICENSOR
shall not be responsible or liable for any thefts, losses, damages or
destruction of money, valuables, goods, articles, furniture, fixtures,
merchandise & equipments or any other belongings of the licensee lying
the said Shopping Mall unit or during the transit in the mall.

9.10 If the licensee requires any additional facilities in addition to the one
already provided in the mall, the LICENSOR may render the same on
availability & if suitable the LICENSEE shall bear the costs, expenses and
charges for the same with mutual concern.

9.11 No goods, articles, furniture, fixtures, merchandise & equipments, etc.

shall be allowed to be kept in the passages or in the common areas of the
Shopping Mall and these areas shall be kept free from obstruction and
interference at all times.

9.12 The LICENSOR or the mall management will determine the timings of
movement of merchandise from time to time and designate areas for such
movement.

9.13 The licensee shall not place or display any merchandise or advertising
material of any nature outside the said Shopping Mall unit or in any part of
the common areas & facilities of The Shopping Mall .

- 13 -
9.14 The licensee shall ensure that he will arrange the window display
tastefully, change it regularly and keep it clean and dust free at all times.

9.15 The license shall not adopt any undesirable or inappropriate business
practices as regards to selling, advertising or otherwise which in the
reasonable opinion may confuse, mislead or deceive the public & affect
the reputation of the LICENSOR & / or The Shopping Mall .

9.16 The licensee shall be allowed to bring in any machinery / plant /

equipment or any such goods for the purpose of running the said
business. They will take due care during the movement, erection, handling
& operating of such goods / equipments, so as not to cause any losses /
damages to the property / interior of The Shopping Mall & Shopping Mall
unit. Morever, such goods shall be installed in such location and in
compliance with the technical direction as given by a qualified engineer or
architect. However, the installation / movement of any such plant /
equipments weighing in excess of 1 metric ton shall require the prior
written permission of the LICENSOR. The licensee shall indemnify the
LICENSOR in respect of any losses or damages to The Shopping Mall /
interior / assets caused by handling / erecting / operating of any such
goods.

9.17 Any type of pets, animals, birds & / or such other living creatures shall not
be brought or allowed to be brought within The Shopping Mall .

9.18 No hazardous or inflammable articles shall be permitted within the

Shopping Mall .

9.19 The licensee shall co-operate with the LICENSOR to take appropriate
steps for keeping The Shopping Mall free from pests, rodents & / or
insects. The licensee shall also carry out the pest control treatment at
regular intervals in The Shopping Mall unit occupied by him.

9.20 The licensee, their staff & / or representative or any other person shall not

- 14 -
 enter, stay or sleep inside The Shopping Mall after the business hours.

9.21 The licensee, if required to carry out any works of repair or maintenance at
the time other than business hours in the said Shopping Mall unit, shall
obtain the prior written permission of the LICENSOR.

9.22 The licensee shall not install or place or broadcast any audio, visual or any
other similar devices which are likely to be heard on the outside of the said
Shopping Mall unit.

9.23 Whenever the LICENSOR needs to carry out minor or major repair or
maintenance work in the said Shopping Mall unit or The Shopping Mall
during the existence of this agreement, the licensee shall not object to the
execution of such work and shall extend his co-operation. The LICENSOR
shall not be liable to compensate for any losses or damages of business
whatsoever suffered by the licensee.

9.24 The LICENSOR shall not be responsible or liable for any theft, loss or
damage / destruction of any property of the licensee lying in the said
Shopping Mall unit and / or within any other area provided in the future,
including for the storage of good / products, nor for any bodily injury, loss
or damage suffered to any person / employee / servant /agent visiting the
said Shopping Mall or such other storage area so provided in the future.

9.25 Any notice, including that of termination, intended to be served on either

party shall be considered duly served if it is hand delivered to the parties
at The Shopping Mall office & duly acknowledge by the party or its
representative or if it is sent by registered post to the parties at the
addresses mentioned herein.

9.26 All the charges & expense relating to stamping & registration of this

- 15 -
 agreement including stamp duty & / or any other charges shall be borne
and paid by the licensee.

10. The LICENSEES COVENANT with the LICENSOR:

The LICENSEE under the obligation of this agreement hereby agrees and
covenant with the LICENSOR as follows:

10.1 The LICENSEE agrees that he will occupy the said Food Court Unit
for a minimum period of ------months (------------months) from the
effective date of this agreement. In case if this agreement is
terminated earlier than this lock in period, the LICENSEE will be
liable to pay the Licensee fee and service charges for the remaining
lock in period to the LICENSOR or vice versa.

10.2 The LICENSEE shall comply with an orderly and good conduct to
maintain the ambience of the food court.

10.3 The LICENSEE shall obtain all the necessary registrations, license,
permits, and approvals, etc. of Government or local body or
regulatory authorities for the conduct of their business in the food
court and in the said food court. The LICENSEE shall also ensure
that it will be remaining force till the existence of this agreement.
The LICENSOR shall as and when requested by the LICENSEE
extend necessary co-operation to enable the LICENSEE to obtain
such license and / or permits. For non-compliance of any of the
statutory requirements, the LICENSEE shall indemnify the
LICENSOR against any losses / damages, proceedings and
consequence arising against LICENSOR due to the LICENSEE
default.

10.4 The LICENSEE shall comply with till the requirements of law
related to shops and establishments act, labour laws, ESIC,
Provident fund, etc. And other statutory provisions governing its
business in the food court and the said food court unit from the date
of effectiveness of this agreement till the existence of this

- 16 -
 agreement. The LICENSEE shall indemnify this LICENSOR against
any losses / damages, proceedings and consequences arising
against the LICENSOR due to the LICENSEE’s non-compliance of
any laws.

10.5 The LICENSEE may with the prior written permission of the
LICENSOR carry out in the food court unit any alteration, addition,
renovation, decoration, installation of few furniture, fixtures, etc. or
the removal of the same to suit her business. The LICENSOR may
grant such permission to the LICENSEE after receiving the
application and drawing prepared by a qualified architect / interior
designer of the LICENSEE. To maintain the ambience of food court
the LICENSOR or its architects / interior designers
recommendation will be taken into consideration. Any structural
change or creation of additional floor space will not be permitted.
The LICENSEE shall carry out all such changes at their own costs
and consequences. The LICENSEE shall restore the said food
court to its original state at the time of handing over the termination
of agreement.

10.6 The LICENSEE is aware that is aware that the said food court unit
is a part of a modern premium Shopping Mall as such will not
change the colour scheme or façade of the said food court unit
without the prior written consent of the LICENSOR. The
LICENSOR’s recommendation in this respect will prevail. The
LICENSEE may carry out such change at its own costs and
consequences and shall restore the original state of the said Food
court unit at the time of termination of agreement.

10.7 The LICENSEE will be permitted to put the name boards, signage,
banners menu card, placards, flags, etc., only in the demarcated
area in the said food court unit and as per the scheme formatted for
The Shopping Mall by the LICENSOR / mall management. All the
expenses like material cost, electricity charges, taxes, etc.
incidental to such display shall be borne by the LICENSEE.

- 17 -
10.8 The LICENSEE shall not be entitle to place any name board,
signage, banner placards, flags, etc. in any part other than the
demarcated area of The Shopping Mall without the prior written
consent of the LICENSOR.

10.9 The LICENSEE will arrange to collect all the refuse, garbage,
rubbish, dirt, wastage, etc. of the said food court unit occupied by
the LICENSEE and discharge it through the designated waste
disposal area of The Shopping Mall during the specified time only.

10.10 The licensee hereby permits the licensor to use the brand logo of
the licensee in all advertisements, hoardings, marketing events,
news-paper media or any such activity wherein the licensor wish to
use the same.

10.11 The LICENSEE shall be responsible for all facilities including third
party liabilities, arising due to any default of the LICENSEE in
respect of the said food court unit during the period of this
agreement. The LICENSEE shall adequately insure against the
same and shall furnish the copy of the insurance policy to the
LICENSOR on demand.

10.12 The LICENSEE, their staff and / or representatives will not trespass
in other areas of The Shopping Mall ; they will restrict their
movement within The Shopping Mall to the extent of the amenities
provided for bonafied purposes only.

10.13 The LICENSEE agrees that they occupy the said food court unit for
the specific use as expressed to the LICENSOR. The LICENSEE
will not create any third party tenancy or sub tenancy by way of sub
lease, change of constitution, leave and license arrangement, etc.

10.14 On termination of agreement the LICENSEE shall take back all its
assets and properties and shall hand over the peaceful charge of
the said Food court unit to the LICENSOR. The LICENSEE, its staff

- 18 -
 or any of its representatives shall not enter in the said food court
unit after the termination. In the event of their failure to handover
the peaceful possession, the security deposit will be forfeited and
will be denied the use of any facilities and will also be evicted. Such
act on the part of the LICENSOR shall not treat as encroachment
and the LICENSOR is not liable for any consequences.

10.15 The LICENSEE has accepted the unit area as stated in Clause no.
1.5 and shall not dispute the measurement of the said area till the
subsistence of this agreement.

10.16 The LICENSEE agrees to put gas cylinders at the gas bank
provided by the LICENSOR and shall not put any cylinders in the
food court.

11. The LICENSOR’S covenant with the LICENSEE:

The LICENSOR under the obligation of this agreement hereby agrees and
covenant with the LICENSEE as follows:

11.1 The LICENSOR agrees to provide The Shopping Mall building and
the said food court unit constructed and furnished (up to
LICENSOR’s scope) which is suitable to carry out the commercial
use of the same and is in accordance with the rules and regulations
of the local authority and further the same is approved for
commercial use as a Shopping Mall .
11.2 The LICENSOR shall apply to the concerned authority and obtain
permissions and connections of various utilities such as water,
electricity, etc. and the LICENSEE shall be entitled to the benefits
of the usage of all such utilities against the payment for the same.
However, availability of all such utilities shall be subject to rules and
regulations as well as supply by concerned authorities. The
LICENSEE shall not be entitled to take any action or demand any
compensation from the LICENSOR, in case of failure or break
down or short supply of such utilities, which are beyond the control
of the LICENSOR.

- 19 -
 11.3 The LICENSOR agrees to allow the LICENSEE to use the said
food court unit peacefully during the period of this agreement on
paying all the dues in time. The LICENSEE shall be entitled to use
and enjoy the common utilities and facilities provided in The
Shopping Mall subject to the rule and regulations formed by the
mall management from time to time.
11.4 The LICENSOR shall permit the LICENSEE to use the address of
The Shopping Mall and the said food court unit for the sole
purpose of obtaining location specific licenses and permits,
business statutory requirement, postal communications, stationary,
advertisements, etc. The LICENSEE shall not use it for any other
purpose.
11.5 The LICENSOR ensures to keep The Shopping Mall building
structure in good order and condition. The LICENSOR will carry
out regular maintenance and all minor or major repair works as may
be necessary from time to time.
11.6 The LICENSOR agrees that upon the expiry by efflux of time or
termination of this agreement for any other reason and upon the
LICENSEE removing themselves along with all their goods, articles,
etc. from the said food court unit, the LICENSOR shall refund to the
LICENSEE, the security deposit for license fees of
Rs.______________ after deducting there from all dues and
outstanding, if any. However, this refund shall be in accordance
with the clauses of termination of this agreement. The LICENSEE
shall be entitled to remain in occupation of the said food court unit
till they recover the said deposit amount, without prejudice to right
of the LICENSEE to take legal action against the LICENSOR to
recover the said deposit amount. The LICENSOR shall be liable to
pay to the LICENSEE, an interest on the said deposit amount at the
rate of 12% per annum from the date of repayment. The LICENSEE
will be required to pay the LICENSOR the amount of license fees
and other charges / expenses during their occupancy in the said
food court unit even if there is any dispute of any nature pending.

12. Rights of the LICENSOR :

- 20 -
12.1 The LICENSOR is entitled to sell or transfer or assign or mortgage
its right in the property of The Shopping Mall . The LICENSEE
expressly agrees hereby that in the event of the LICENSOR being
desirous of selling, transferring or assigning its rights in the said
Shopping Mall property, the LICENSEE shall not take any
objection against it, subject to the purchaser, transferor or assignee
agreeing to be bound by the terms and conditions contained herein.
12.2 The LICENSOR or its staff or representative shall be entitled to
enter in the Licensee’s food court unit for any lawful purposes
including inspection and verification during the normal working
hours, without disturbing the smooth and peaceful operation of the
business of the LICENSEE.
12.3 The LICENSOR shall have rights to change the area, size, level,
location and / or to rearrange The Shopping Mall including
entrances, exits, common areas, utilities, etc. However, the
LICENSOR shall not do the same to the detriment of the
LICENSEE.
12.4 The LICENSOR reserves the rights to make alterations, additions,
demolitions and / or construction of additional floor(s) on The
Shopping Mall building or any part thereof, for which purpose, the
LICENSOR shall have the right to construct and erect columns and
supports from inside and outside The Shopping Mall building. The
LICENSOR shall ensure that such activity is done without causing
any disturbance to the smooth and peaceful operation of the
business of the LICENSEE.
12.5 The LICENSOR shall have rights to obstruct or close off the
common areas, utilities, etc. temporarily for the purpose of
maintenance, repairs, change or construction, etc.
12.6 The LICENSOR shall have rights to erect and remove kiosks and /
or any other structure in any part of common areas, utilities, etc.
and grant to any person to do so and use the common areas,
utilities, etc. at the terms and conditions the LICENSOR thinks fit.
12.7 The LICENSOR shall have rights to permit any person or

- 21 -
 organization to hold an exhibition, display, function, parade or any
other promotional activities, in any part of the common areas,
utilities, etc. on the terms and conditions the LICENSOR thinks fit.
12.8 On termination of this agreement for any reason whatsoever
including by efflux of time, the LICENSOR shall have right to
disconnect electric power and other utilities provided in the said
food court unit of the LICENSEE and prevent the LICENSEE, their
staff and / or representatives to use the common utilities provided in
The Shopping Mall as lawful rights.
12.9 The LICENSOR shall have rights to get evicted or to forcefully
remove the LICENSEE from the said food court unit, if the same is
illegally transferred and sub leased to the third party.
12.10 The LICENSOR shall have rights to use the name
“_____________Mall ”
and “______________” wherever if feels fit in their future project
and same will belong to the LICENSOR.

13. Termination of Agreement:

The LICENSOR and the LICENSEE agree that this agreement will be
terminated under the following circumstances:
13.1 This agreement terminates automatically on expiry of the period for
which it is signed. In such a case no prior notice need to be served
by either party. The LICENSEE shall remove all his goods; articles,
furniture, fixtures, merchandise and equipments, etc. by this period
and no longer continue to use the said Food court unit and shall not
enter the said Food court unit for any reason whatsoever. If
required, the LICENSOR shall be entitled to stop the entry of the
LICENSEE, their staff and / or representatives.
On such termination, the LICENSOR shall refund, within 45days
from the date of peaceful handover of the said food court unit by
the LICENSEE, the security deposit after deducting there from as
“Retention Money” or the balance thereof; shall be refunded to the
LICENSEE and / or adjusted against its dues and outstanding, on
the LICENSEE having paid and fulfilled all its dues and obligations

- 22 -
 under this agreement, within 45 days from the date of peaceful
handover of the said food court unit by the LICENSEE.

13.2 The LICENSOR is entitled to terminate this agreement, if the

LICENSEE fails to pay all or any of the dues like license fee, re-
imbursements of water charges, electricity charges, any
government dues related to the said food court unit, etc. within
time. In this case the LICENSOR will serve on month’s notice on
the LICENSEE to pay the dues and rectify the default. The
LICENSEE is liable to pay such over dues with an simple interest
computed at the rate of 18% per annum from the due date, on the
amount due, up to the date the LICENSEE makes the payment to
the LICENSOR.

13.3 The LICENSOR is entitled to terminate this agreement, if the

LICENSEE carries out any alterations, additions, demolitions of any
part of the building or the said food court unit without its written
consent, which may change the exterior elevation of any part of the
building or the said food court unit, create inconvenience for The
Shopping Mall or create any space of loft, affecting or otherwise
violating the rules and regulations of floor space index laid down by
the regulatory body. In this case, the LICENSOR will serve a notice
on the LICENSEE directing him to stop the work immediately and to
rectify the default within seven days, failing which; the LICENSOR
will terminate the agreement and carry out the rectification at the
costs and consequences of the LICENSEE. The LICENSEE will
also be liable to pay any charges or penalties imposed by the
regulatory body. The LICENSOR shall refund the deposit on expiry
of 1 month (One Month) from the date of termination and after
deducting all the dues including license fees for the balance lock-in-
period.
13.4 The LICENSOR is entitled to terminate this agreement, if the
LICENSEE creates any wrong or third party tenancy / or part of the
said food court unit by way of sub tenancy / sub lease / leave and
license arrangement / change of constitution, etc. The termination

- 23 -
 will be effective immediately on noticing such fault and no prior
notice will be served. Any such third party tenancy created by the
LICENSEE will be treated as null and void and such third party
shall not have any claim whatsoever on the LICENSOR nor the
said food court unit. The LICENSEE shall be entitled to forcefully
evict the LICENSEE and such third party tenant(s) besides
forfeiting the deposit and recovering the outstanding dues from the
LICENSEE.

13.5 The LICENSOR is entitled to terminate this agreement, if the

LICENSEE changes the nature of business without prior permission
of the LICENSOR. In this case, if the LICENSEE defaults for the
first time then the LICENSOR will serve the notice to the
LICENSEE to rectify the default within seven days, on failing to do
so, the LICENSOR will be entitled to recover the license fee and
service charges which will be double the rate agreed upon, till the
existence of the agreement. If the LICENSEE is found to be at
default on second instance, then the LICENSOR shall be entitled to
recover the license fee and service charges which will be five
Times the rate agreed upon.

13.6 The LICENSEE is entitled to terminate this agreement willingly

prior to expiry of this agreement. In this case the LICENSEE needs
to serve three months advance notice to the LICENSOR. If the
Licensee is terminating the agreement before the expiry of lock in
period, then he is liable to pay License Fee and Service Charges
for the balance of lock in period.
If the LICENSEE terminates the agreement after the expiry of lock
in period and before the expiry of this agreement, he is liable to pay
License Fee and Service Charges for three months or upto the date
he hands over the vacant possession of the said Shopping Mall
unit to the LICENSOR. The LICENSOR shall refund deposit
towards maintenance & service charges within 45 days from the
date of handing over the possession of the said Shopping Mall unit

- 24 -
 by the Licensee. The LICENSOR shall have the right to adjust any
outstanding / dues from any of the deposits of the license.

13.7 The LICENSOR is entitled to terminate this agreement, if the

licensee is charged for or reportedly involved in any crimes or
criminal or terrorist or anti-social or anti-national activities or found
guilty by any court of law which affects the goodwill of the shopping
mall. Any prima facie reports available to be published in any media
in this respect will be sufficient to terminate this agreement with
immediate effect. On termination, the Licensee will be liable to pay
the license fee and service charges to the LICENSOR for the
balance lock-in-period or the same for a minimum of subsequent
three months, whichever is higher. The LICENSOR is entitled to
hold the deposit for six months and refund the balance amount after
deducting all the outstanding dues.

13.8 The LICENSOR is entitled to terminate the agreement with

immediate effect, if any insolvency proceedings are started against
the license. The LICENSOR shall be entitled to disburse the
deposit amount as per the order of the concerned authority, the
LICENSOR reserves its first right to recover the license fee and
service charges for the balance lock-in-period or the same for a
minimum of subsequent three months, whichever is higher.

13.9 The LICENSOR shall be entitled to terminate this agreement, if the

licenses fails to keep the said Shopping Mall unit open for business
for more than seven consecutive days unless the circumstances
are beyond the control of the license like natural death in the family,
etc. however in any case, if the said Shopping Mall unit remains
closed for more than thirty days, the LICENSOR shall serve the
notice to the LICENSEE. If the Licensee fails to rectify the default
within three days, the agreement will stand terminated. The
LICENSOR shall be entitled to recover the license fee and service
charges for the balance lock-in-period or the same for a minimum
of subsequent three months, whichever is higher.

- 25 -
13.10 The LICENSOR shall be entitled to terminate the agreement in
case of any destruction or damage to The Shopping Mall or any
part thereof or the said Shopping Mall unit by way of natural
calamities, fire, flood, accidents, terrorist acts or by any other way
and if in the opinion of the LICENSOR The Shopping Mall or any
part thereof or the said Shopping Mall unit becomes unfit for use of
the license and the same is not feasible or viable to rebuild or
reinstate. The LICENSOR shall notify in writing to the LICENSOR
and within six months after deducting all the dues and outstanding
till the date of such occurrences.

13.11 The LICENSOR is entitled to terminate this agreement, if the

Licensee does not maintain hygiene conditions as may be required
by law or otherwise fails to maintain the cleanliness of food, eatable
and similar items served for human consumption at the said kiosk
and / or fails to keep the said kiosk, kitchen equipment, utensils,
etc. and its surrounding areas clean of all the refuse, garbage,
rubbish, dirt, wastage, etc.
In this case, if the licensee defaults for the first time, then the
LICENSOR will serve the notice to the Licensee to rectify the
default immediately not exceeding 24 hours or the closure of the
business day whichever is earlier. On failing to do so, the
LICENSOR will be entitled to recover one month’s license fee and
service charges as penalty for such default. The LICENSOR may if
he deems fit rectify the default at the costs and consequences of
the License such cost and expenses being over and the penalty. If
the LICENSEE is found to be at default on second instance, then
the LICENSOR shall be entitled to terminate the agreement
immediately without any further notice. The LICENSOR shall also
be entitled to recover the costs and expenses to rectify the default
and three month’s license fee and service charges as penalty for
such default. The LICENSOR shall refund the deposit of its dues
from the license and the peaceful handover of the said shopping
mall unit. The deposit towards maintenance and service charges

- 26 -
 will be refunded within 45 days from the date of receipt of its dues
from the license and the peaceful handover of the said Shopping
Mall unit. The LICENSOR shall have the right to adjust any
outstanding / dues from any of the deposits of the license.

13.12 In cases of termination mentioned above, except Clause Nos. 13.1

& 13.10, the licensee shall be liable to pay the license fee for the
remaining incomplete lock-in-period.

13.13 In all the above cases, upon effectiveness of the termination, the
licensee shall peacefully handover The Shopping Mall unit to the
LICENSOR immediately and shall ensure that all its dues and
liabilities to the LICENSOR are settled within 3(three) days from the
date of such termination. Until such time that the payment is made
and / or The Shopping Mall unit is handed over, the LICENSOR
has the right to retain the amount of deposit and adjust the same
against its dues and outstanding including penalty and interest, if
any. Further the LICENSOR, its staff or representative shall be
entitled to enter the said Shopping Mall unit of the license and
remove the goods, articles, furniture, fixtures, merchandise,
equipment, etc. and any other belongings of the license and costs
and consequences of the license. The licensee hereby expressly
grants permission and authority for the same to the LICENSOR.
Such act on the part of the LICENSOR shall not be treated as
encroachment and the LICENSOR is not liable for any
consequences.

14 _____________MALL / Shopping Mall becoming unfit for use:

If during the period of the agreement, the whole or any part of the center /
Shopping Mall or the said Shopping Mall unit is destroyed or damaged by
way of natural calamities, fire, flood, earthquake, accidents, terrorist acts,
etc. or by any other way and if in the opinion of the LICENSOR, The
Shopping Mall or any part thereof or The Shopping Mall unit becomes
unfit for the use of the Licensee then on such occurrence, the use of The
Shopping Mall or any part thereof or the said Shopping Mall unit shall be

- 27 -
 suspended until the same is rebuilt or reinstated and made fit for the use
of the Licensee.
The LICENSOR shall not be under obligation to rebuild or reinstate The
Shopping Mall or part thereof or the said Shopping Mall unit. The
LICENSOR shall not be liable to the Licensee for any losses or damages
or inconvenience suffered by the Licensee due to such occurrences or any
consequent delay in rebuilding or reinstating The Shopping Mall or part
thereof of the said Shopping Mall unit, due to the inability of the
LICENSOR to do so. If the LICENSOR notifies the Licensee in writing
about his inability to do so, then this agreement shall be considered as
terminated. On such occurrences, if The Shopping Mall or part thereof or
The Shopping Mall unit will be rebuilt or reinstated or made fit for further
use, the deposit amount will be held by the LICENSOR and the License
fee shall be suspended of the said period of the re-development of
Shopping Mall unit, the deposit amount will be refunded to the Licensee
within six month’s after deducting all the dues and outstandings, till the
date of occurrence of such events. In such an event, the licensee does not
have any right and shall not claim any compensation / set off / damages /
penalties / interest or costs of any sort whatsoever.

15. Miscellaneous :
14.1 The license fee schedules and annexure hereto shall be integral
part of this agreement and the stipulations there under shall be
binding and effective on the parties.
14.2 Any notice or request given or made hereunder shall be served
either by personally, post, facsimile, courier or registered post in
accordance with the following particulars :-

____________________
ii) In case of the LICENSOR:
____________________
______________

- 28 -
 14.3 In the event of change in such address or facsimile number, as last
notified by the party effected by such to other, unless a later time is
specified in a notice, it shall take effect.
14.3.1 upon delivery in case personal delivery.
14.3.2 Upon receipt of fax generated confirmation of transmission, if sent
by facsimile.
14.3.3 Two (2) business days after deposit with a courier in case of
delivery by courier.
14.3.4 Five (5) business days after dispatch by registered post. If due date
in respect of any payments under this agreement is a bank holiday,
Saturday or Sunday, the immediate preceding working day shall be
deemed to be the due date for such payment.

14.4 Should any provision of this agreement subsequently be

determined to be illegal or unenforceable, the said provision shall be
deemed to be of no force or effect without affecting the enforceability
of all other provision.
14.5 This agreement contains the entire understanding of all parties with
respect to the subject matter hereof and shall not be amended without
written consent of the parties, with such consent reduced to writing in
the form of a supplemental agreement hereto.
14.6 Any forbearance or delay in enforcing any of the right by the
LICENSOR will not amount to waiver and / or abandonment.
14.7 The agreement of “Leave and License” and for providing services
and facilities as also utility are inseparable and co-extensive and co-
terminus.

15 Arbitration and Jurisdiction:

The jurisdiction of this agreement shall be within the limit of Mumbai. In
the event of there being any dispute with regard to this agreement and / or
any interpretation thereof and /or of any terms hereof, the same shall be
referred to arbitration of a sole arbitrator and the said arbitration
proceedings shall be conducted as per the provisions of the Arbitration
and Conciliation Act, 1996. The seat of arbitration and the jurisdiction shall
be at Mumbai.

- 29 -
 This agreement is drawn in two sets. The LICENSOR shall have one set
and the LICENSEE shall have other set of this agreement.

IN WITNESS WHEREOF the parties hereto have hereunto set and

subscribed their respective hands and seal on the day year first
hereinabove written.

SIGNED SEALED AND DELIVERED )

By the with in named Licensor ) FOR ____________________
M/s. ______________ INDIA LTD. )
by the hands of its duly authorised ) Director
signatory in the presence of )

SIGNED SEALED AND DELIVERED )

By the with in named Licensee ) FOR _______
__________________________ )
by the hands of its duly authorised )
signatory in the presence of )
)

- 30 -
- 31 -