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in

HOTEL OPERATIONS AGREEMENT

This Hotel Operations Agreement is being executed on this day the _____day of _______,
2014 at _____________.
BY AND BETWEEN
Erica Hotels a
………………………………………………………………………………………………………
…………………………………..Mr Sudhir authorized signatory …………… (hereinafter
referred to as the “operator/First Party”) of the One Part.
AND
M/S --------------------------------------------- a company duly incorporated and registered under
the Companies Act, 1956, having its registered office at ___________________________,
through its Director -------------------------- Authorized signatory (hereinafter referred to as
the “Second Party”) of the Other Part.

1. Whereas, the Second party is the lawful holder of rights of the property to operate
as a hotel, at ----------------- consisting of ---- rooms, as per plan attached, marked
Annexure 1 (hereinafter referred to as the ‘hotel’) The second party is competent to
deal with any matter pertaining thereto in relation to the terms and conditions of
this agreement.

2. And whereas the operator/first party has the requisite experience concerning
industrial, commercial and scientific knowledge, operating experience, skill and
technical know how for the commencement and operation of such a hotel.

3. And Whereas, Operator has also developed technical skill and experience for
providing professional advice in planning, designing, constructing, furnishing and
equipping of hotels.

4. And Whereas the Second party being desirous of giving the Property for operating
as a modern 3/4 star category Hotel of approximately ---------- Rooms ( hereafter the
‘Hotel’) and has consequently, contacted the Operator/First party with the
intention of hiring the services of the Operator/First party for the operations of the
hotel.

5. And whereas, the Operator/First party has agreed to provide advice in the
renovation part and thereafter, running the Hotel and for this purpose has agreed
to render services to the Second party in regard to the management of the Hotel , in
consideration of the payment of management fees, and other terms and conditions
hereinafter appearing in the agreement.

HENCE THIS AGREEMENT WITNESSES AND THE PARTIES HERETO, HEREBY

AGREE AS UNDER: -

ARTICLE I
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DEFINITIONS

For the purpose of this Agreement the terms defined hereunder in this Article I, shall have
the meaning herein specified unless the context otherwise requires.

1.“Hotel” shall mean the property at

-----------------------------------------------------------------
consisting of ----------rooms, and other facilities as required for 3 star hotels, as per
plan attached, including all furniture, fixtures, equipments, facilities and operating
supplies therein.

2.“Furniture, Furnishings and Equipment” shall mean and include all movable
furniture, furnishings and like chattels for guest rooms and suites, restaurants, bars,
banquet rooms, public areas and other areas being beds, chairs, lounges, sofas, stools,
luggage racks, lamps and lamp shades, planter boxes, waste paper receptacles, captain and
cashier stands, carpets, vinyl and other like removable floor coverings, curtains, drapery
and blinds, cushions, bedspreads, artwork including painting, sculptures, tapestries and
murals, and all equipment being office equipment being including facsimile machines,
computers, word processors, material handling equipment including hand trucks and
trolleys, food & beverages service equipment, housekeeping and cleaning equipment,
engineering tools and equipment, garden equipment, health club equipment, television sets,
radios, video recorders, audio-visual equipment, computers and systems, refrigerators,
mini-bars, vehicles and other miscellaneous equipment and equipment required for the
operation of restaurants, bars banquet rooms, kitchens, laundry and dry cleaning, and all
trade fixtures, being shelving, racks, lockers, light fittings, chandeliers and movable
furniture and like chattels temporarily affixed to the building but

always excluding “plant” being all plant, machinery and other like equipment and all
component parts thereof (including wiring, cabling and conduits) being air-conditioning
plants, heating, cooling, exhaust, and/or ventilation systems including air handling units and
fan coil units, cooling towers, chillers and pumps, boilers, steam and hot water systems and
steam pipes, refrigeration, cold storage equipment and refrigerated rooms, electrical
communication systems including telephone, inter-communication, paging and message
systems, central video equipment, plumbing, drainage and sewerage including waste
disposal, sanitary fixtures, bathroom fixtures and fitting systems including sprinklers,
smoke detectors and pressurization equipment, mechanical and hydraulic systems power
generating plants, water softening and filtration plants and other like items and
installations forming a part of the Hotel not being trade fixtures as hereinafter described,
and also excluding Operation equipment.

(a) “Operating Equipment” shall mean all crockery, cutlery, linen, uniforms,
cooking utensils etc. and all other similar items.

(b) “Operating Supplies” shall mean all guest room supplies, consumable
merchandise, stationery and office supplies, engineering supplies, cleaning supplies
and similar items used or intended for use in connection with the operations of the
Hotel.
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1. Agreement” or “this Agreement” shall mean this instrument as amended,

supplemented from time to time, including all Annexure forming part hereof. .

2. The “term of the Agreement” shall mean the term hereof and any renewal or
extension hereof, as provided, commencing from the Opening Date.

3. “Opening Date” shall mean the date of the commencement of operations of the
Hotel for the purpose of receiving guests, in accordance with Article IV of this
contract.

4. “Uniform System” shall mean the Uniform System of Accounts for Hotels, as
advised by the institute of Chartered Accountants of India.

5. “Fiscal Year” shall mean the twelve month period commencing on the 1 st day of
April, and ending on the 31st day of March, except that the first Fiscal Year shall
be the period commencing on Opening Date of the Hotel and ending on 31 st March
of the following fiscal year.

6. “Auditor” shall mean a reputed Chartered Accountant qualified to act as auditor

of a joint stock companies under the provision of the Companies Act, 1956 and all
amendments thereto and to be appointed to audit the accounts of the Hotel for the
purpose of this Agreement. Auditor will be appointed by second party. However,
the second party shall not preclude the first party to appoint an auditor from their
side, if needed.

7. “Gross Operating Income” shall mean all revenues of every kind from the
operations of the Hotel, and all its facilities including, without limitation, all
revenue from guests, tenants, concessionaries and from other persons occupying
space in the Hotel, or from rendering services to the guests, determined in
accordance with sound accounting principles and the Uniform system of Accounts
for Hotels but shall not include service tax, sales tax and any other stipulated tax
collected and to be deposited in Govt. account, interest earned or monies placed
on fixed deposit by the Second Party in the name of the Hotel, or otherwise, sums
received or receivable by way of Government excise, sales or other taxes and gains
arising form the sale or other disposition of capital assets. Any subsidy or grants
etc. should not be part of GOI. "GOI" shall be net of Discounts/ Commission.

8. “Gross Operating Profit” for each Fiscal Year shall mean the amount, if any, by
which the Gross Operating Income for such fiscal year is in excess of the Gross
Operating Expenses, as hereinafter defined, for such fiscal year.

9. “Gross Operating Expenses” shall mean all the amounts, elsewhere in the
Agreement expressly provided to be included therein, in addition to the following
amounts relating to the operations of the Hotel:
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(a) Salaries, wages, bonus and employee benefits accorded for case to case or generally
for personnel employed in the operations of the Hotel, as also provision or
payment of gratuity and pension or other terminal benefits for the staff, and also
retrenchment compensation paid according to law, including personnel of the
Operator permanently or temporarily assigned to the Hotel in terms of the
Agreement, training expenses to be incurred on manpower development and all
administrative and general expenses.

(b) Charges for heat, water, gas, light, power, other utilities & related services.

(c) Cost of food & beverage consumed.

(d) Expenditure for replacement of operating supplies

(e) Costs of repairs & maintenance carried out by the Operator, in accordance with
Article XVI, paragraph 1, hereof.

(f) Insurance premiums as provided for in Article X.

(g) Taxes, Assessments & charges relating directly to and levied upon the operations of
the Hotel, including without limitation, sales tax/VAT, service tax, excise and like
terms paid by the Operator. Licenses fee / permit fee etc should also part of GOE

(h) Legal fees and fees of the Auditors for services directly relating to the Operations of
the Hotel.

(i) Costs of advertising, sales promotion & public relations, as provided.

(j) All disbursements for out-of-pocket expenses including traveling expenses incurred
by Operator in the manner specified in this Agreement directly related to the Operation
of the Hotel.

13. It is expressly understood and agreed that all costs and expenses not otherwise
specifically provided for in this Agreement shall be borne and met by the Second
Party/ Owner including the following.

(a) Interest on loans.

(b) Repayment of loans.
(c) Ground rent.
(d) All municipal taxes on the Property.
(e) All corporate expenses of the Second Party.
(f) Fees for preparation, execution & stamping of this Agreement and all incidentals
thereto.

ARTICLE II

Operator to Operate the Hotel

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The Second Party hereby covenants that the Operator shall be the exclusive Operator of the
Hotel and shall accordingly, supervise and direct the Operations of the Hotel and the
Operator hereby undertakes to discharge and perform efficiently and with due diligence the
obligations of the Operator hereunder.

ARTICLE III

Description of the Hotel

The Second Party hereby confirms:

(i) That the Hotel upon completion will comprise of approximately --- guest rooms in
addition to bars, coffee shop, lounges, meeting rooms, Banquet Hall, swimming pool,
health club and other facilities required for a 3-4 star hotel.

(ii). That initially the Hotel will be furnished with all furniture and equipment including
kitchen equipment, and also operating supplies including, linen, uniforms, glass
wares, crockery ware & cutleries and other items of inventory necessary to commence
the operations of the Hotel. The initial selection of all furniture and equipment to be
ordered installed in or supplied to the Hotel by the Second Party shall be as per
standards/specifications provided by the operator, as per mutual agreement.

ARTICLE IV

Opening Date

The Opening date is the date of the commencement of operations of the Hotel for the
purpose of receiving guests and rendering services to them on commercial basis.

ARTICLE V

Operations of Hotel

1. The Operator shall supervise and direct the operations of the Hotel and shall have,
within the limits stipulated in the Agreement, control and discretion over the
operation of the Hotel and all operating plans including use of space and facilities,
prices, entertainment and amusement policies, labor policies wages rates, hire and
discharge of employees and all phases of promotion, publicity and advertising, all of
which will be implemented in close coordination and consultation with the Second
Party.

The Operator shall operate the Hotel and all its facilities and activities in the same
manner as is customary and usual in the operation of other similar Hotels including
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supervisory services, and, in any event, shall provide such services at the Hotel as are
normally provided by operators in the hotels of comparable class and consistent with the
Hotel’s standard.

2. The Operator shall appoint the Unit Head and Heads of Department in the Hotel on
lien from their company to look after the entire operations of the Hotel. The
Operator shall have the sole discretion to transfer any officer to the other units of
the Hotel as a succession plan of the employee, but without affecting the operations
of the Hotel, in consultation with the second party. The Unit Head shall be inducted
adequately in advance of the Opening Date to facilitate putting in place all the
systems, procedures and manpower recruitment and training etc. These
appointments should be on cost to cost basis only.

3. The Second Party shall apply for and maintain for or on behalf of the Hotel, all
licenses and permits in the name of the Second Party, as required by law in
connection with the operations of the Hotel. The Second Party agrees to execute and
deliver all applications and other documents and otherwise to co-operate to the
fullest extent with the Operator in applying for, obtaining and maintaining such
licenses and permits.

4. The Operator shall arrange and contract for all advertising and promotion of the
Hotel, within the Budget as already agreed with the Second Party as the Operator
may deem necessary for successful operations of the Hotel in consultation with the
Second Party.

5. The Second Party has to provide Fire and Safety codes and obtain public liability,
land and building insurance for the Hotel before the commencement of the
operations of the Hotel.

ARTICLE VI
Restrictions on the Operator

The Operator shall have discretion and control of the operations of the Hotel subject only to
such limitations as are explicitly set out in this Agreement and particularly in this Article.

(a) The Operator shall not pledge the credit of the Second Party or of the Hotel, nor
shall the Operator in the name or on behalf of the Second Party borrow any
money or execute any promissory notes, or other obligations on behalf of the
Second Party.

(b) The Second party shall deliver to the first Party prior to the end of each month, a
profit and loss statement showing the results of operations of the Hotel for the
preceding calendar month and the year to date, and containing the computation of
the operating fees payable, duly verified by the internal auditor.

(c) The Operator shall prepare and submit to the Second Party, as far as possible, at
least 30 days prior to the commencement of the accounting year, the following
budgets for the Second Party’s concurrence:

(i) A budget for operations – Revenue and expenses.

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(ii) A budget of expenditure for major replacements (capital expenditure) if required.

(f). No structural alterations, additions or improvements involving a fundamental

change in the character of the building or the facade thereof, shall be made without
the prior written agreement of both the Operator and the Second Party provided,
however, that the Operator shall have the right from time to time to make such
alterations, additions and improvements, in or to the interior of the Hotel building
as are customarily made in the operations of similar hotels and are previously
agreed to as part of the Budgets above referred. Provided that, should major
structural repairs or changes to the Hotel be required at any time during the term
of this Agreement to maintain the Hotel in good operating condition, or by reason of
any law, ordinance, rules or regulations now or hereafter in force, or by order of
any Government or Municipal Department, Agency or Officer or otherwise, or
thereof, then in such event, all such structural repairs or changes shall be made with
as little hindrance to the operations of the Hotel as possible. Any such kind of
changes should be on the basis of budget and lay out plan in advance & mutually
agreed.

ARTICLE VII
Working Capital and Initial Inventories provided by the Second Party

1. All Expenses meant for smooth operations of the Hotel incurred by the Second Party in
the performance of its obligations under this Agreement, shall be deemed a part of the
Gross Operating Expenses.

2. The Second Party agrees to provide the initial inventories as on the Opening Date of
Food and Beverages, and other stores as may be mutually agreed upon subject to its
accounting in the Operating Expenses.

3. On the Opening Date, the representatives of the Second Party & the Operator shall
take inventory of the supplies on hand in the Hotel of usable food & beverages and
other stores.

4. On the Opening Date, in addition to the initial inventory, as referred to in Clause 2, the
Second Party shall provide an amount of working capital that may be mutually agreed
upon between Second Party and the Operator, for the initial working of the Hotel
based on the projections of cash flow.
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5. The Second Party undertakes that apart from the initial working capital provided by
the Second Party and to the extent funds necessary for the Hotel, are not generated by
its operations, they shall also be funded by the Second Party.

ARTICLE VIII
Operating Services

The Operator shall to the extent necessary, supervise and direct the selection and training
of all personnel, required for the operations of the Hotel, and render all services necessary
for operations, including advertising and promotion, The Hotel will be adequately staffed,
and capable of functioning as an efficient operating unit. The cost of such services, such as
the salaries, allowances of the Hotel personnel performing such services, their travel and
moving expenses , the cost of light and power, all advertisements and sales promotional
activities, cost of the PR functions and celebrations shall be adjusted towards Gross
Operating Expenditure.

ARTICLE IX

RESERVATION AND MARKETING SERVICES

1. The Operator shall provide or cause to be provided for the Hotel and its guests, the
full benefit and advantages of any Reservation and/or Credit Card System, which are
available to the Hotels owned, managed and/or operated by the Operator.

2. The Operator shall also render services in connection with the Marketing, Advertising
and Publicity of the Hotel in the local, national and international market through its
chain of corporate Sales Offices, Hotel Sales Offices, and Travel Industry Sales Office,
G.S.A. ,E- Booking engine and Global Distribution Systems etc. and the expenses
incurred on it shall be reimbursed by the respective hotel. Cost of such kind of
advertisement should be in the ratio of sale / room occupancy over and above in
normal course of business as budgeted in the beginning of the year.

3. Operator may provide need-based training and development for the employees of the
Hotel and shall implement the necessary programme(s) therefore. Such training and
development of the Hotel staff may be 'on the job' or formal as may be determined by
Operator. The Hotel shall bear all living and travel costs/ Fee of the Trainer, If any, in
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connection with such programmes / training courses / facilities. All such expenses will
be on actual cost basis.

ARTICLE X
Insurance

1. The Second Party covenants and agrees that it will procure and maintain at all times
during the subsistence of this Agreement adequate insurance against fire and such
other risks and causalities as are customarily insured against with respect to the
building and other fixed asses of the Hotel including Loss of Profit cover and any
liability towards Hotel guests etc. The Second Party shall provide copies of the
insurance policies as and when Operator asks for the same. The premium paid for
such insurance policy incidental to the use of the building, its fitting and fixtures,
movables and immovable assets shall be charged to the Gross Operating Expenses.

2. The second party & first party will effect and maintain throughout the term of this
Agreement a policy or policies of:
(a) Such Workman’s compensation, employer’s liability, fidelity or
similar insurance as may be required, under all applicable laws, or which a
prudent person would do, in such amounts as may be regarded as
reasonable and adequate.
(b) Such other Insurance as the Operator shall deem necessary for the
protection of the Operator and the Second Party against claims, liability
and losses, wherever asserted, determined or incurred arising out of the
operation of the Hotel. Insurance premium payable under Clause 2 of this
article shall be charged to Gross Operation Expenses.

ARTICLE XI
Management Fee Payable to Operator
I. In consideration of the operations of the Hotel by the Operator, the Second Party
agrees to pay to the Operator the following Fee :

II. A one-time Brand / Tie –up Fee Rs 350000/- shall be payable at the time of
execution of this Agreement which would be non refundable.

III. Management Fee @ 6.0% of Gross Operating Income payable to the Operator on
monthly basis.

IV. Services tax and surcharges applicable currently or in future on the above
management fees/ marketing fee/ technical support fee/Brand Fees will be payable
by the Second Party. All payments will be subject to deduction of applicable taxes
at source and the law of the land is to be followed in all cases. Taxes on Operator's
income, however, are the responsibility of the Operator.

ARTICLE XII
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Payments to the Operator

1. The Management Fees payable to the Operator shall be paid on a monthly basis by
the 7th day of every month.

ARTICLE XIII

Adverse and Exceptional Circumstances.

In the event of an occurrence of an exceptional circumstance of a general character and

beyond the control of the Second Party and the Operator, such as to adversely affect the
flow of tourists or foreigners in to India or create such a situation which is indicative
that the operation of the Hotel would result in a Gross Operating Loss (e.g Manhattan,
Terrorist act, December 2004, Chicken flu, mad cow disease,26/11), then the Operator
and the Second Party shall decide on the measures to be taken to encounter such
circumstances. These measures may, in particular, include the complete or partial
suspension of the operations of the Hotel, retrenchment of the Hotel staff, reallocation
of bookings and in general, any other measures calculated to alleviate the effects of such
exceptional circumstances. The Second Party and the Operator shall thereafter confer
at the request of either party in order to decide the continuation, modification, or
termination of such measures in the light of the then prevailing circumstances.

ARTICLE XIV

Bank Account and Disbursement of Funds

1. All monies received by the Operator from the Operations of the Hotel shall be
deposited by the Operator in the Bank which shall be maintained and operated
by the Second Party, who shall be paying for all required expenses of the Hotel
including all fees of the operator.

ARTICLE XV

Books of Accounts, Records & Statements

1. The Second Party in consultation with first Party, shall keep full and adequate books
of accounts and other records reflecting the results of the operations of the Hotel, on
an accrual basis, all in accordance with the “Uniform System of Accounts for Hotels”,
with such exceptions as may be required by the laws and regulations in force, or by
the provisions of this Agreement. Software package(s) as may be required will be
used for such record keeping, in consultation with the first Party. The books of
accounts and all other records relating to, or reflecting the operations of the Hotel,
shall be kept at the Hotel. All such books and records, including, but without
limitation, books of account, guest records and front office records shall remain the
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property of the Second Party, at all times, but shall not be removed from the Hotel by
the Second Party, without the Operator’s consent.

(3) The second party in consultation with first party shall maintain or cause to be
maintained all records and registers and shall submit or cause to be submitted to
appropriate authorities all information, reports, etc. as are legally obligatory on
the Second Party.

(4) The Operator hereby covenants that, subject to scrutiny by the Auditors, a maximum
of 0.5% of the Gross Operating Income, may be provided, under the head “provision
for Bad & Doubtful Debts” out of the sundry debtors of the Hotel at the end of each
financial year and the actual bad debts should be well within this provision.

ARTICLE XVI

Repairs, Maintenance & Improvements

1. The Operator shall, before the commencement of each Fiscal Year, submit to the
Second Party, an estimate of Capital expenditure likely to be incurred during such
Fiscal Year, on major renovations of the Hotel.

2. The Second Party shall, at its own expense keep the structural portion of the Hotel in
good structural order and condition, and shall carry our structural repairs or changes
required during the term of this Agreement, by reason of any laws, regulation,
ordinance, now or hereinafter, in force, or by order of any court or Government
Authority, and such repairs or changes shall be paid for by the Second Party.

3. The Second Party agrees to repair or replace at its own cost, any damage to, or
impairment of the Hotel, and the furnishing and equipment or any portion of either,
resulting from fire, or other casualty during the term of this Agreement but the
amount spent for such purpose shall form a part of the Gross Operating Expenses.

ARTCLE XVII

Warrants and Covenants in relation thereto

Second Party agrees and covenants that throughout the term of this Agreement, it will pay,
keep, observe, and make all payments, terms, covenants, warrants, conditions and
obligations to be paid, kept, made and observed, or performed by the Second Party, subject
to which the rights to the Property constituting the Hotel are held , and shall also keep
intact, its rights over furniture, equipment and supplies installed / kept in the Hotel, but
subject to the provisions of this Agreement.

ARTCLE XVIII

Right of Owner to sell, mortgage, etc.

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1. During the subsistence of this Agreement, the Owner shall, subject to Clause 2, has
right to sell, exchange, lease or create any mortgage, charge or other encumbrances on
the Hotel including its furniture and equipment, operating supplies and the book
debts, with the consent of the Operator. However, the Owner shall put forward his
intention of sale to the Operator on first offer basis in writing which has to be answered
by Operator within 90 days, otherwise it will be deemed that they are not willing to buy
the subject hotel.

ARTICLE XIX

Good Faith Judgment.

Notwithstanding any other provisions of this Agreement, is not responsible for and
the shall make no claims against the First Party on account of, any alleged errors of
judgment made in good faith in performing the assigned responsibilities pursuant to
this Agreement.

ARTICLE XX

Use of the Name

During the term of this Agreement, the Hotel shall be known and designated, as “Erica
Hotels ________________ ” or by such other name, as from time to time may be
selected/decided by the Operator and the Second Party with mutual consent.

ARTICLE XXI

Term of Agreement

1. This Agreement shall commence upon execution hereof by both parties, and shall
continue in force for a period of 5 (Five) years from the Opening Date ( as defined
in Article IV hereinbefore)
2. The term of the Agreement can be mutually agreed to be renewed for two successive
terms of 5(five) year each.

ARTICLE XXII
Termination of the Agreement
1. The Agreement shall stand terminated forthwith if either Party is disabled or
prohibited by law to discharge its obligations hereunder.

2. The termination of this Agreement, pursuant to the provisions of this Article shall
not affect the rights of the parties under this Agreement, up to the date of
termination.

3. The Owner may terminate this Agreement without assigning any reason by giving
One years written notice or paying liquidated damages amounting to the aggregate
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of the past Two years fee paid to the Operator. Provided however that the owner
shall not be entitled to exercise its right in accordance with this clause up to two
years from the Opening Date / date of signing of the agreement (lock–in period).

4. The termination / exit clause to be exercised with a notice period of 90 (ninety) days,
by either parties.

ARTICLE XXIII

Liability and Mutual Indemnity

1. The Second Party shall, at all times, keep the Operator indemnified against such
liabilities, pertaining to the Hotel operations as are not part of their obligations debts,
obligations, actions, suits proceedings, claims, demands, costs and expenses arising
therefrom, caused by their bonafide actions in operations of the Hotel in terms of this
Agreement.

2. The Operator shall , at all times, keep the Second Party indemnified against all
liability, pertaining to the Hotel operations, debts, obligations, actions, suits
proceedings, claims, demands, costs and expenses arising therefrom, except obligations
and liabilities that the Second Party is responsible for in terms of this Agreement.

ARTICLE XXIV

Prohibition of use of Name

The name of the Hotel “ Erica Hotels------- ” can be used only during the subsistence of
this Agreement by the Second Party for all purposes i.e. advertisement of Hotel etc.
However, after revocation or termination or expiry of term of the Agreement, the right to
use the name “Erica Hotels ------ ” shall cease to exist automatically for the Second Party
including its transferees, lessees and the Second Party shall not be entitled to use the name
“Erica Hotels ------- ” while operating the Hotel either themselves or in collaboration with
others.

ARTICLE XXV

DISPUTES AND RESOLUTION

A. Arbitration:
1. In the event of any dispute, difference or controversy arising between the Second
Party and the Operator in the performance, interpretation, implementation or
application of this agreement, the parties will first attempt to resolve their
differences mutually but failing mutual settlement within three months of the
dispute, difference or controversy arising, either Party may request that such
disputes be settled by arbitration in accordance with the Arbitration and
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Conciliation Act, 1996 (“ the Act of 1996”) and the rules made there under, as
amended from time to time.

2. The arbitration shall be conducted by an Arbitral Trib Erica Hotels of three

arbitrators. The Second Party will nominate one Arbitrator and the Operator will
nominate the other arbitrator. The said two nominated arbitrators will then
mutually decide on the third arbitrator or chairperson of this Arbitral Erica l with
the consent and concurrence of the Second Party and the Operator.

3. The Seat of Arbitration will be in Delhi and all Arbitration proceedings will be
conducted in Delhi.

4. All proceedings subsequent to the rendering of the award or prior thereto shall be
subject to the jurisdiction of the Delhi High Court even for the purposes of Section
42 of the Act of 1956.

5. Needless to state, the substantive law applicable to the arbitral proceedings shall be
Indian Laws.

ARTICLE XXVI
Force Majeure
This Agreement shall not in any way be affected, nor shall any Party hereto be held liable
for any failure or delay in the performance of any undertaking, term or condition herein, if
such failure or delay is due to any cause or causes beyond its control, including but not
limited to fire, flood, damage by the elements, perils of the sea or air, accident, act of God,
strike, lockout, or other labor disorder, act of foreign or domestic de jure or de facto
Government, whether by law, order, legislation, decree, rule, regulation or otherwise,
revolution, civil disturbance, breach of the peace, declared or undeclared war, act of
interference or action by civil or military authorities or due to any other cause beyond the
control of the Parties ( Force Majeure conditions). Provided, however, that the Party
affected by Force Majeure conditions gives adequate notice of such circumstances to the
other Party uses its best efforts to remove such cause of non-performance and when
removed the Party shall continue performance with utmost dispatch.

ARTICLE XXVII
Notices
Any notice, statement or demand required to be given under this Agreement shall be in
writing, sent by registered post, addressed as the case may be to the Second Party, at its
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registered office or to the Operator at its Registered Office (addresses as mentioned

hereinabove). The Second Party or Operator may change their respective addresses,
provided each shall notify the other Party of such change by registered post.

IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands to these
presents on the day, month and year first above-mentioned.

For Erica Hotels ……..

(Party No.1)

For __________________Ltd.

(Party no.2)

WITNESSES
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1.

2.

Annexures-

1-Approved Plan of the Hotel listing all areas and facilities including rooms, public areas
etc.

2-Projections given by -------------------------- (First Party )