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AGREEMENT

This Agreement is made at New Chandigarh on this _______ day of __________, 20

BETWEEN

M/s Omaxe New Chandigarh Developers Private Limited, a Company incorporated under the
Companies Act, 1956 having its Registered Office at 10, Local Shopping Center Limited, Kalkaji, New
Delhi – 110019, through its Authorized Signatory Shri ____________________, authorized vide Resolution
dated ______________ (hereinafter referred to as the “First Party” which expression shall, unless
repugnant to the context thereof, be deemed to include its successors and permitted assigns) of the ONE
PART;
AND

Shri/Smt. ____________________ S/W/D of _______________________R/o

_____________________.

(Hereinafter together referred to as the “Second Party” which expression shall, unless repugnant to the
context thereof, be deemed to include his/ her/ their heirs, successors and permitted assigns) of the OTHER
PART.
Hereinafter First Party & Second Party are collectively referred to as “Parties” and individually as “Party”
as the context demands.

WHEREAS:

(A) The First Party contemplates to develop a residential project (hereinafter referred to as the “said
Project”) with the existing available land and after purchase of raw land in Mullanpur, Distt. SAS
Nagar, Punjab and nearby areas in its own name and/or in the names of its associates/subsidiaries
(hereinafter referred to as the “said Land”).

(B) The First Party is in process of acquiring land for the said Project and shall apply and obtain licenses/
registrations/ sanctions and approvals etc. for development of the said Project from the concerned
competent authorities after acquisition of land.

(C) The Second Party has expressed its willingness to join hands/ collaborate with the First Party in/for
its efforts to purchase raw land for joint development of the said Project and has offered to carry out
the publicity campaign and to do the marketing of the said Project and to contribute for the
acquisition of land for the said Project.

(D) The First Party has accepted the request of the Second Party and has agreed to allow the Second
Party to join hands/ contribute /collaborate in/ with its efforts to purchase raw land and to develop
the said Project and in lieu thereof, the Second Party has agreed to avail and share proportion of the
developed saleable area in the project and has mutually decided and agreed after considering
differential factors including branding value and market reputation of the First Party.

(E) In the light of the above representations and warranties, the parties hereto have agreed to enter into
this arrangement subject to the terms and conditions contained hereafter.

For M/s Omaxe New Chandigarh Developers Pvt. Ltd.

Authorized Signatory (Signature) (Signature)

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NOW, THEREFORE, THIS AGREEMENT BETWEEN THE PARTIES WITNESSETH AS

BELOW:
1. That the first party is planning to develop the said project at Mullanpur, Distt. SAS Nagar, Punjab
and nearby areas in its own name or in the name of its associates/ nominees and the second party
also agrees to put its efforts in marketing and joint development of the said project and to provide
funds to the first party for acquiring agricultural/ raw land for the purpose of development of the
said project.

2. That the first party and the second party shall jointly collaborate and undertake to develop the said
land after the first party procuring/ obtaining the requisite licenses, permissions, sanctions and
approvals from all competent authorities at its own cost and expenses and with its own resources
with respect to the said project. All expenses (except EDC, IDC and other development charges
payable to the competent authorities) involved in and for obtaining licenses, tax clearances,
permissions or sanctions from the concerned authorities shall be incurred and paid by the first party.

3. That the second party agrees in accordance with the terms and conditions herein recorded, to place
at the complete disposal of the first party, the said land and to irrevocably vest in the first party all
the authority of the second party as may be necessary in the discretion of the first party for obtaining
the requisite licenses, permissions, sanctions and approvals for development, construction in the said
land and completion of the said project. However, the second party covenants that it shall be ready
and willing to render all necessary assistance to the first party in obtaining such licenses, permissions
etc., as and when required by the first party.

4. That the first party and the second party shall cooperate with each other for execution and completion
of the work of development of the said land in the project and/or booking and sale of saleable units
in the said project. That it is agreed between the parties that the first party shall do the marketing of
the said project and the second party shall not interfere with or obstruct this in any manner.

5. That the second party shall supervise and inspect the development work of the said land to ensure
that the work of development is being carried out in a proper and workman like manner and obliged
to suggest for improvement in the development work, which the first party may implement at its
discretion.

6. That the second party shall provide development fund amounting to Rs.______________/- (Rupees
___________________ Only) to the first party inter-alia for development of the said land/ project
(hereinafter referred to as the “said development fund”) and to meet out other expenditure/
advances etc. In this regard. The second party has paid first tranche of development fund of
Rs.___________/- (Rupees _____________________ Only) (Including Credit Note of
Rs._________/- given to Second Party) to the first party, receipts of which the first party hereby
admits and acknowledges and the second party hereby agrees to pay the balance development fund
to the first party as and when demanded by first party.

7. That it is agreed that after receiving the licenses/ approvals of the said project, the first party and the
second party shall share the developed saleable area in the said project and the second party shall be
entitled to a plot area of approx. ______ sq.yds. Of developed plot with specified land use of

For M/s Omaxe New Chandigarh Developers Pvt. Ltd.

Authorized Signatory (Signature) (Signature)

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“residential”, hereinafter referred to as the “second party share area [SPSA]”, by way of allotment
by the first party in favour of the second party. The second party shall have no right, title or claim
or any other interest of like nature on the said land except to its share of SPSA as mentioned above.
The second party shall enter into standard agreement with the first party for allotment of said SPSA.

8. That the allotment of the SPSA in favour of the second party shall be made as per approved layout
plan received by the first party with the variation of + 15% and in case of any increase in the area as
per sanctioned plan, the adjustment/ demand towards the cost of increased area shall be made
according to the current market rate as solely decided by the first party at the time of allotment of
the SPSA.

9. That the parties agree that the first party shall utilize the development fund contributed by the second
party to develop the said land after procuring/ obtaining the requisite licenses, permissions,
sanction(s) and approval(s) of all the competent authorities, at its own cost and expenses, with
respect to the said project or part thereof on the said land including registration thereof under the
real estate regulation act.

10. That the second party hereby agrees that the amount of development fund as mentioned in clause- 6
above is inclusive of external development charges, infrastructure development charges/ cess, Power
Back-up Equipment Charges, external electrification charges, club membership charges and interest
free maintenance security, provided however, the second party hereby agrees that the amount
towards preferential location charges, electricity meter cost, and/ or other additional charges, etc.,
are not included in the said development fund and the second party hereby agrees to pay the
aforementioned charges (as applicable) in addition to its contribution of development fund as and
when demanded by the first party. If due to any change in the layout plan, the said SPSA (if not
preferentially located) becomes preferentially located, then the second party shall be liable and
agrees to pay preferential location charges, as and when demanded by the first party.

11. That it is agreed between the parties that the first party and the second party may jointly market said
project on the said land after getting all requisite approvals from competent authorities and
registration of the said project under RERA, however the second party is primarily responsible and
authorized only to carry out the publicity campaign and to do the marketing of SPSA once the project
is registered under RERA.

12. That it is agreed and accepted by the parties hereto that at the request of second party the said SPSA
may be assigned by the first party to any of the nominees of the second party, as the case may be,
by way of formal allotment post sanctions, approvals and registration under the RERA act only.

13. That the parties agree that the first party, after grant of license and post compliances under RERA
act is obligated for proper demarcation/ identification of SPSA in accordance with the category of
sizes as may be possible /available as per its sole discretion in the said project.

14. That this agreement is a collaboration arrangement between the parties for the said project and/or
development only specified herein above and the same shall never be deemed to constitute one as
the agent of the other, except specifically recorded herein and the first party has the absolute right
and authority to enter into more similar joint venture or collaboration or other arrangements with

For M/s Omaxe New Chandigarh Developers Pvt. Ltd.

Authorized Signatory (Signature) (Signature)

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respect to purchase/ development of remaining land forming part of the said project with any third
parties at its sole discretion without any obligation to intimate the same to the second party.

15. That the parties have further agreed that they shall be entitled to retain or let out or transfer out of
their respective shares, if any, of the developed saleable area as detailed above, in the said project to
such person(s) as they deem fit provided that they shall not make any transfer contrary to the rules
prescribed by the development authority or any other authority concerned with the matter. The
parties further agree and undertake to keep the other party harmless and indemnified against all
claims and demands resulting there from. Further, it is confirmed by the second party that he/she
will take prior approval from the first party for effecting above said transfer of SPSA.

16. That both the parties have agreed that the development work on the said land shall be completed
within the development period as stated in the registration certificate to be received from concerned
RERA. In case the work of construction of said complex is delayed for any reason, both the parties
shall conduct a joint inspection and assessment of work of development and mutually decide as to
the extension of period required for carrying out the balance work of development of the said land.

17. That since considerable expenditure, efforts & expertise are involved in getting the land use changed
and in obtaining the license for the said project, it is the condition of this agreement that both parties
after obtaining the license and the required permissions from the concerned authorities for the said
project, the second party or their nominees or legal heirs will not cancel or back-out from this
agreement under any circumstances.

18. That in case of any difference between the first party and second party with regard to the sizes and
the location of the SPSA comprising in the project then the demarcation in terms of location and
sizes shall be finalized by the first party and the same shall be binding on the second party. The
second party understands fully well that the sharing of developed area and its demarcation/ allotment
shall be subject to grant of license and RERA compliances. The second party cannot solicit or
advertise any booking in the project unless the SPSA is allotted in its favour after the grant of
licenses and shall be liable for the consequence that may follow in case of breach of this clause.

19. That in case after allocation of SPSA, any fraction of the total area in the shape of SPSA agreed to
be allotted to the second party remains un-decided, in such event, the first party shall refund the
proportionate cost of such un-decided area to second party at the time of sharing/ allotment of
decided SPSA.

20. That it is agreed by the second party that the allocation of the SPSA in the said project shall be
provisionally done as per the tentative allotment plans by the first party in favour of the second party
and the second party hereby agrees to accept the refund of amount with respect to the decreased area
or pay additional amount for the increased area as per the terms of this agreement. The second party
agrees and acknowledges that it shall be ready and willing to make such additional payment, if
required and the first party covenants that it shall be ready and willing to refund the excess amount
in case of decrease in the SPSA.

21. That the second party further agrees that all its due payments shall be made in time as and when
demanded by the first party and further understands & agrees that the first party may effect such
variations and modifications in the layout plan as may be necessary or as it may deem appropriate

For M/s Omaxe New Chandigarh Developers Pvt. Ltd.

Authorized Signatory (Signature) (Signature)

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and fit in the best interest of the project or as may be done by any competent authority. The necessary
changes/ alterations may involve change in position/ location of the allotted SPSA, change in its
number or dimensions or area, etc. The second party shall co-operate the first party in this regard.

22. That the terms and conditions of the demarcation of SPSA, post registration of project under RERA
act and other statutory compliances, by the first party to the second party will be identical as
applicable to other buyers of such land use plots in the said project. Both the parties undertake and
agree to execute the buyer’s agreement which shall contain detailed terms and conditions pertaining
to demarcation/ allotment of SPSA and its usage as well as rights and obligations of allottees therein
including total price of SPSA (including additional charges) and payment plan thereof. This shall
be a condition precedent for demarcation of SPSA in favour of second party. It is agreed by the
parties that, this agreement shall be in force till the demarcation and allotment of SPSA by the first
party in favour of the second party in terms of this agreement and refund of money, if any, with
respect to the undecided portion of SPSA by the first party to the second party and thereafter this
agreement shall stand terminated and shall have no effect afterwards.

23. That the second party will have the right to assign its SPSA/ right in respect of the SPSA in favour
of its nominees after due approval from the first party but only after grant of license for the said
project and after demarcation of SPSA/ allotment thereof by the first party and not otherwise.
However, in case the second party applies for assignment of its allotment right as envisaged in this
agreement before grant of license for the said project, the first party may approve the same subject
to written confirmation and undertaking from the assignee that he shall abide by the terms of this
agreement and specifically agrees that the area of the SPSA to be demarcated by the first party in
favour of the assignee may be less than the area agreed under this agreement and the assignee shall
accept the refund of amount with respect to the area not shared as per the terms of this agreement.

24. That the second party or its assignee /nominee shall be entitled to have the title deeds registered in
respect of the SPSA in its favour or in favour of its nominee on the payment of the entire
consideration as per the respective buyer’s agreement or other appropriate documents as signed at
the time of allotment.

25. That all expenses with regard to stamp duty, registration charges and other incidental expenses to
cover the cost of the registration of title deed of the said SPSA will be solely borne and paid by the
second party or its nominee, as the case may be.

26. That it is further agreed between the parties that once the allotment of SPSA takes place, the
objective of this agreement shall stand concluded and shall be duly recorded under a separate
instrument/ agreement and accordingly, this agreement shall stand terminated by the subsequent
agreement to be executed between the parties with respect to the allotment of SPSA.

27. That in case the first party fails to allot the said SPSA within 18 months from the date of last receipt
of installment/ trench of development fund from the second party, i.e., ____________ or 18 months
post expiry of 180 days of from the date of filing expression of interest, i.e., ____________,
whichever is later, then the second party shall have of the following options:

a. Demand for refund of part development fund so paid till date from the first party along with
interest @12% p.a. From the last date of receipt of tranche of development fund or from

For M/s Omaxe New Chandigarh Developers Pvt. Ltd.

Authorized Signatory (Signature) (Signature)

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180th day from the date of filling expression of interest whichever is later i.e. From
______________ and till the actual date of refund (subject to deduction of applicable tax at
source), or;

b. Requests the first party to defer the allotment process of SPSA for a period beyond dates
mentioned herein above.

28. That it is agreed by the parties that, in case the second party request the first party to defer the
allotment process of SPSA for a period beyond the dates mentioned herein above, then in such case
the second party shall be entitled to interest @12% p.a. On paid development fund from
____________ as stated in clause 27 herein above, till the actual date of allotment of SPSA (subject
to deduction of applicable tax at source).

29. That in the circumstances of refund as specified in clause 27(a), the refund shall be processed within
ninety days of demand by the second party after completing of necessary formalities on the format
prescribed by the first party in this regard.

30. That this agreement may be executed in counterparts duly signed by both the parties, each of which
shall be deemed to be an original, but all of which shall constitute one and the same instrument. This
agreement shall always be deemed to be subject to the usual force majeure clause.

31. That the parties hereto have agreed and undertaken to pay their separate tax and other liabilities
punctually and indemnify the other party in case of any loss or damages suffered by either party in
relation to the subject matter of this agreement.

32. That this agreement merges and supersedes all prior discussions and correspondence between the
parties and contains the entire arrangement between them. No changes or alterations to this
agreement shall be done without the written consent of both the parties hereto. The parties
acknowledge that a waiver of any term or provision hereof may only be given by a written instrument
executed by each party hereto.

33. That each party to this agreement represents that it possesses full power and authority to enter into
this agreement and to perform its obligations hereunder and that the authorized/ legal representative
of each party is fully authorized to sign this agreement. The second party shall not assign, transfer
or encumber its obligations under this agreement without the prior approval of the first party.

34. That in the event of any dispute arising under, in connection with, incidental to, and/or in
interpretation of scope of this agreement or relating thereto, the parties shall try to resolve the same
amicably failing which the same shall be referred to the arbitrator to be appointed mutually by both
the parties and the decision of the arbitrator shall be final and conclusive. The arbitrator can order
any interim measure of protection in respect to SPSA or property pledged including immediate sale
etc. The provisions of the arbitration and conciliation act, 1996 and the statutory modifications
amendments and/or re-enactment thereof from time to time shall apply to such arbitration. The place
of arbitration shall be at Chandigarh and the parties shall bear and pay their own costs, charges and
expenses of the proceedings for the arbitrators. Only the courts at Chandigarh shall have jurisdiction
in case of any dispute.

For M/s Omaxe New Chandigarh Developers Pvt. Ltd.

Authorized Signatory (Signature) (Signature)

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35. Notwithstanding anything contained hereinabove, it is clarified that save as provided/agreed herein
this agreement, the second party shall not be entitled to create any charge, lien or right of any nature
whatsoever on the SPSA, execute sale deed / lease deed or gift any part of its allocation or to transfer
possession thereof or to induct in the premises any licensee or any, other person in any capacity till
such time the actual physical possession of the SPSA is delivered to the second party by way of
execution of necessary documents to this effect. In the event the second party wishes to sale/
transfer/ lease/ mortgage the SPSA prior to the same being delivered to the second party, the same
shall be undertaken by the second party only with prior approval of the first party after completing
necessary formalities in this regard. The second party further covenants that it shall not make any
transfer contrary to the rules prescribed by the competent authority or any other authority concerned
with this matter.

IN WITNESS WHEREOF the parties hereto have set and subscribed their respective hands on this
Agreement on the day, month and the year hereinabove written in the presence of the following witnesses:

WITNESSES:
1. FIRST PARTY

2. SECOND PARTY

For M/s Omaxe New Chandigarh Developers Pvt. Ltd.

Authorized Signatory (Signature) (Signature)