LEAVE AND LICENSE AGREEMENT

THIS LEAVE AND LICENSE AGREEMENT (‘this Agreement’) made at

Mumbai on this day of , 2024

BETWEEN

MS. GEETA AMIN, Age about 56 years, PAN NO. AABPA5426B, Adult

Indian Inhabitant residing at Flat no. 104, Neelkanth Tirth, 6th Road, Near

Diamond Garden, Chembur, Mumbai – 400 071, hereinafter referred to as the

"LICENSOR" (which expression shall unless it be repugnant to the context or

meaning thereof means and include her heirs, executors, administrators, legal

representatives and assigns) the PARTY OF THE FIRST PART;

AND

THE CHOCOLATE SPOON COMPANY PRIVATE LIMITED (CIN

U55204MH2012PTC236179) (PAN AAECT4095M), a company incorporated

under the provisions of Companies Act, 1956 having its registered office at 3 rd

Floor, Green Acres, 31, Union Park, Road No. 5, Opposite Gate No. 2 of Petit

Girls High School, Khar (West), Mumbai – 400 052, hereinafter called the

‘LICENSEES’ (which expression shall unless it be repugnant to the context or

meaning thereof means and include their heirs, executors, administrators, legal

representatives and assigns) the PARTY OF THE SECOND PART;

WHEREAS:
a. The Licensor has represented that she is the owner of and is otherwise

well and sufficiently entitled to all that piece and parcel of premises being

Shop No. 1, admeasuring 380 sq. ft. RERA carpet area situated at

building known as ‘SUNDER APARTMENTS’ of Srisunder Co-operative

Housing Society Ltd., Plot No. 569 (iii), opposite Acharya Garden, Sion

Trombay Road, Chembur (East), Mumbai – 400 071 (‘Society’) together

with 70 shares of Rs. 50/- each fully paid up bearing distinctive nos. from

5671 to 5741 comprised in Share certificate No. 086 issued by the said

Society hereinafter called the ‘said premises’.

b. The Licensees through their Director/Authorized Representatives have

inspected the physical condition of said premises being suitable for the

use of the Licensees and have satisfied themselves with regard to the

physical condition of the said premises and suitability of the use of the

Licensees and have shown their intention to take on leave and license

basis the said premises.

c. Based on the representations and warranties of the Licensor, the

Licensees approached the Licensor with a request to permit the Licensees

to use and occupy the said premises on leave and license basis for the

business of running a patisserie only and the Licensor accepted the

request of the Licensees on the terms and conditions hereinafter

contained, and;
d. The parties hereto are desirous of recording all such mutually agreed

terms, conditions and/or stipulation entered into between them in writing

as hereunder written.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES

HERETO AS FOLLOWS:

1. GRANT OF LICENSE:

The Licensor grants a license to the Licensees to use and occupy the said

Premises being Shop No. 1, admeasuring 380 sq. ft. RERA carpet area

situated at building known as ‘SUNDER APARTMENTS’ of Srisunder

Co-operative Housing Society Ltd., Plot No. 569 (iii), opposite Acharya

Garden, Sion Trombay Road, Chembur (East), Mumbai – 400 071 for the

period and upon the monthly compensation, terms, conditions and

covenants herein mentioned.

2. DURATION:

The license granted above shall be for a period of _____ months

commencing with effect from ___________________ ending on 31 st

October, 2027 (both days inclusive) (‘said Term’). The Licensees shall,

however, be given the use of the said premises for a period of ______

clear days prior to the commencement of said Term without having to pay

any compensation for the purpose of interior works in the said Premises

from _____ to ________.

3. MONTHLY COMPENSATION:

3.1. The Licensees shall pay to the Licensor the monthly compensation

without any deduction on account of GST, educational cess and/or any

other levies/taxes. The said monthly compensation shall be paid

through bank transfers by the Licensees to the Licensor in advance on

or before 14th day of every month as per the table herein below

mentioned. In case of any delay in the payment of the monthly

compensation beyond the 14th day of the month, the Licensees shall be

liable to pay the same along with interest @ 15 % p.a. from the 15 th

day of the month till actual payment/realization.

Sr. Period of License License Fees

no. Amount payable per

month (in Rs. )

1. From _______ till 31/10/2024 i.e. Rs. 1,47,000/-

the first twelve months (Rupees One Lakh

Forty Seven

Thousand only)

2. From 1/11/2024 till 31/10/2025 i.e. Rs. 1,54,350/-

the second twelve months (Rupees One Lakh

Fifty Four Thousand

Three Hundred and

 Fifty only)

3. From 1/11/2025 till 31/10/2026 i.e. Rs. 1,62,067/-

the third twelve months (Rupees One Lakh

Sixty Two Thousand

and sixty seven only)

4. From 1/11/2026 till 31/10/2027 i.e. Rs. 1,70,170/-

the fourth twelve months (Rupees One Lakh

Seventy Thousand

one hundred and

seventy only)

3.2. The Licensees shall deduct applicable TDS on the license fees. The

Licensees undertake to submit in original TDS certificates on

quarterly basis, in case if the Licensees have failed to pay to the

concerned authority the TDS on due date and upon such failure to

make payment if the Licensor has paid the said TDS amount with

interest and penalty then in such case the Licensees shall reimburse

within 7 days from the date of payment by the Licensor the TDS

amount with interest paid to the concerned authority on submission of

proof of payment by the Licensor to the concerned authority.

3.3. As on the date hereof the Licensor has represented that there is no

incidence of GST in respect of the monthly compensation/License

 fees. However, GST if levied in future or with retrospective effect on

the License fees/ the monthly compensation paid hereunder, the same

shall be borne and paid by the Licensees on receipt of valid invoices

of the same from the Licensor to the Licensees.

3.4. Grant of license allowing unobstructed occupation and use of the

said premises by the Licensees and time for the payment of the license

fees and other amounts due under this agreement shall be the essence

of this Agreement.

4. DEPOSIT:

It is further agreed that the Licensees shall pay to the Licensor a sum of Rs.

4,20,000/- (Rupees Four Lakhs Twenty Thousand Only) being an interest

free refundable security deposit, hereinafter called the ‘said security deposit’,

the payment and receipt whereof the Licensor doth hereby admit and

acknowledge. The said security deposit shall be for the due fulfilment,

observance and performance by the Licensees of the terms and conditions

obtained in this Agreement. It is agreed that the said security deposit

(without interest) shall be refunded to the Licensees by the Licensor after

deducting therefrom any arrears of license fees/monthly compensation along

with interest, if any, unpaid electricity bills payable by the Licensees for the

period of their occupation and use of the said premises, and any other

outstanding dues towards the said premises or otherwise if any payable by

the Licensees hereunder (save and except the normal wear and tear)
 simultaneously against the Licensees removing themselves from the said

premises along with all their articles, goods, equipment, furniture and

fixtures upon the expiry of the said term or earlier determination of this

Agreement as provided herein. In case of any delay by the Licensor in this

refund of the said deposit, the same shall be refunded along with interest @

15% from the due date of refund till the actual refund.

5. OBLIGATIONS OF THE LICENSORS:

5.1. Subject to the Licensees complying with their obligations under

this Agreement, the Licensor shall not be permitted to terminate this

agreement for the said Term, i.e. the Licensor shall be locked in for the

duration of the term unless determined earlier as provided hereunder.

In case if the Licensees breach any material terms of this Agreement

during the said Term, the Licensor shall give 15 days’ prior written

notice thereof and the Licensees shall rectify the breach within the

said period of 15 days failing which the Licensor shall be entitled to

terminate this Agreement by giving 30 days notice and the Licensees

shall be liable to handover the said premises to the Licensor upon

expiry of said period of 30 days simultaneously on receipt of the

balance security deposit after deducting therefrom the dues as per

clause 4 hereinabove. Upon failure to handover the said premises as

above the Licensees shall be liable to pay DOUBLE the monthly

compensation.
5.2. Simultaneously , upon the Licensees handing over the said

premises, the Licensor shall refund the said security deposit after

deducting therefrom any arrears of license fees and amount that is due

and payable by the Licensees as per clause 4 hereinabove, to the

Licensor under the provisions of this Agreement failing which the

Licensor shall refund said deposit with interest @ 15 % p.a. from the

date of expiry of 30 days’ notice of termination till actual

payment/realization.

5.3. The Licensor shall provide for and permit the Licensees and shall

obtain necessary permissions from the Society for putting up their

main signage at their own cost and charges. The Licensor shall also

ensure free and unobstructed ingress and egress to and from the said

Premises by the Licensees and its employees, representatives and

workmen 24x7 and free and unobstructed ingress and egress to the

said premises by the customers and patrons subject to the rules and

regulations of the Authorities including BMC.

5.4. The Licensor shall not do anything or omit or suffer to be done

anything whereby the license to use, occupy and enjoy the said

premises by the Licensees under or pursuant to this Agreement is

avoided, forfeited, prejudicially affected or extinguished.

5.5. The Licensor represents and warrants, agrees and confirms that she

has full power and authority and right, title and interest in the said
 premises to execute this Leave and License Agreement and grant

License in respect of the said premises to the Licensees as per this

Agreement.

5.6. The Licensor shall render all possible assistance as may be

necessary and required of her including signing of permissions,

undertakings and affidavits as required by the authorities to enable the

Licensees to use the said premises for their business activity and to

obtain permissions form all local, municipal, Collector and statutory

authorities for running the said business.

6. OBLIGATIONS OF THE LICENSEES:

6.1. The Licensees shall not terminate this Agreement during the first

twenty four months of the said term (‘Lock in period of the

Licensees’); and

a) In case if the Licensees terminate this Agreement during the Lock

in period of the Licensees except on account of force majeure

events as defined in Clause 11 (3) of this Agreement, or material

breach by the Licensor, then in such case the Licensees shall pay to

the Licensor the remaining monthly compensation for the

remaining Lock in Period of the Licensees and the Licensees shall

hand over the said Premises immediately upon the expiry of the

Lock in period of the Licensees to the Licensor and simultaneously

refund of the said security deposit subject to deductions permitted

 hereunder. If the Licensees have failed to handover the said

premises as above upon expiry of the Lock in period of the

Licensees, they shall be liable to pay DOUBLE the monthly

compensation; and

b) After the Lock-in period of the Licensees i.e. 24 months, the

Licensees shall be at liberty to terminate this Agreement by giving

30 days prior written notice to the Licensor without assigning any

reason; and the Licensees shall handover the said premises to the

Licensor upon the expiry of the said period of 30 days

simultaneously on receipt of refund of the said security deposit

subject to deductions permitted hereunder, failing which the

Licensees shall be liable to pay DOUBLE the monthly

compensation. Upon such termination and simultaneously upon the

Licensees handing over the said premises the Licensor shall refund

the said security deposit after deducting therefrom any amount that

is due to the Licensor under the provisions of this Agreement

failing which the Licensor shall refund the said deposit with

interest @ 15 % p.a. from the expiry of the said 30 days period till

the actual payment/realization.

6.2. The Licensee shall use the said Premises for the purpose permitted

under the law which purpose shall be with the permission and/or

license from the concerned authorities and the Licensor shall not be
 responsible or liable for any breach by the Licensees for the same on

any ground whatsoever.

6.3. The Licensees shall use the said premises for the business of

conducting a patisserie only and for no other purposes and the

Licensees shall not be entitled to use the address of the said premises

for the purpose of their registered office nor the Licensees shall be

entitled to use the said premises for any other business in any name or

effect whatsoever without the Licensor’s prior permission.

6.4. The Licensees shall pay directly to the Tata Power Company

Limited or any other concerned authorities the electricity charges in

respect of the said premises during the period of its use and

occupation in the said Term. the Licensees shall on the payment of

electricity bills to the concerned authorities, forward a copy thereof to

the Licensor for her record.

6.5. The Licensees shall observe the rules and regulations of the

Municipal Authority , State and Central Government or Local

Authority and other concerned authorities to the extent it is applicable

to the Licensees.

6.6. The Licensees shall not store or keep any hazardous goods and

articles in the said premises.

6.7. The Licensees shall not do any unlawful, illegal or immoral actor

activity in the said premises.

6.8. The Licensees hereby agree that the Licensees shall not carry out

any work of structural addition, alterations, and/or re-construction

whatsoever of any nature into and upon the said premises without the

express written consent of the Licensor. The Licensees shall at their

own costs be entitled to carry out the interior work and furniture work

with the prior written permission of the MCGM or any other

concerned authorities and intimation to the Licensor for the same. Any

permission required from the Society for such interior work and

furniture work shall be obtained by the Licensor.

6.9. The Licensor shall not be responsible for any problem arising out

of the electricity failure or shortage of water in the said premises. The

Licensor shall not be responsible for any type of leakage occurring in

the said premises. However, in the event of leakage occurring into the

said premises, the Licensor shall take steps to assist in repairs or

obtaining permission for the same. The Licensor shall not be held

liable/responsible for the damage done to the stock/valuables of the

Licensees due to power failure/electricity/water problem or due to

leakage in the said premises. The Licensor shall not be held

liable/responsible for any sort of damage done to the stock/valuables

of the Licensees due to repairs/renovation being carried out in the

neighbouring premises; but shall assist in prevention thereof such as

making complaints.
6.10. To permit the Licensor or her representatives at all reasonable

times during the said term to enter upon the said premises after a

notice of one day, for inspecting the state and condition of the same,

taking care not to disturb the business operations conducted by the

Licensees.

6.11. On the expiry or earlier determination to termination of the license

as provided herein, there shall be a joint inspection of the said

premises to assess its physical condition (normal wear and tear

expected) for arriving at any damage to the said premises done by the

Licensees and the cost for rectifying such damage. Thereafter, the

Licensees shall hand over the said premises and shall remove

themselves along with all their employees, articles, belonging and

equipments and records from the said premises and also shall remove

furniture and fixtures installed by the Licensees at their own costs and

only simultaneously on refund of the said security deposit by the

Licensor to the Licensees subject to deductions if any permitted

hereunder including the costs for rectifying the damages jointly

assessed and accepted as above.

6.12. In pursuance of this Agreement and/or otherwise not to part with

the said premises and/or create any third party right and/or interest

therein of any nature whatsoever in respect of the said premises.

6.13. The Licensees shall not do or omit to do or suffer to be done

anything whereby the Licensor’s right in the said premises is

jeopardized, forfeited or extinguished.

6.14. The Licensees agree to maintain the said premises in good

condition and shall be responsible for its restoration in the condition

and shall be responsible for its restoration in the similar condition as it

is on the date of handling over the said premises by the Licensor to the

Licensees (normal wear and tear excluded) at the time of handling

over the said premises on the expiry or earlier determination of this

Agreement as the case may be.

6.15. The Licensees shall be permitted to bring into the said premises

furniture, fixtures and fitting. The Licens78ees shall at any time during

the said Term and upon the same coming to an end, shall remove and

take away their furniture, fixtures and fittings and equipments brought

into the said premises by or at their own cost and expenses as long as

such removal does not damage said premises (normal wear and tear

excepted). Any furniture and fittings and equipments or articles that

the licensees may be permitted to bring into the said premises shall be

entirely at the Licensees sole risk and responsibility and the Licensor

shall not be liable for any loss or damage caused to the same.

6.16. The Licensees shall obtain at their own cost all necessary and

required licenses, permits and approvals from the concerned

 authorities to conduct and carry out the business of running the

patisserie if permitted by the concerned authorities from the said

premises. The Licensees shall solely be responsible for any claim,

penalty, proceedings etc. from the RBI, any other authorities, excise,

government authorities or departments regarding Income Tax, TDS,

Sales Tax, VAT if any GST or any such payments arising from the

business conducted by the Licensees as permitted by the concerned

authorities from the said premises or otherwise during the said term

and the Licensor shall not be responsible or liable for the same under

any circumstances whatsoever. It is agreed that if due to any change in

rules, regulation of RBI, and/or State and Central Government,

MCGM or any other concerned authorities carrying on the business by

the Licensees from the said Premises is not permitted then in such an

event the Licensees shall hand over said premises to the Licensor

without any further recourse or notice to the Licensees.

6.17. The Licensees specifically undertake to be responsible for all legal

dues payable by them in respect of all their business/commercial

transactions done by Licensees at and from the said Premises or

otherwise. The Licensees at and from the said Premises or otherwise.

The Licensees specifically undertake to indemnify and save harmless

and keep always indemnified to Licensor, her heirs, executors,

administrators and assigns from performance of all legal requirements

 of the competent authorities, RBI, and/or any State and Central

Government, MCGM etc., for any activities carried on at and from the

said premises.

6.18. The Licensees do hereby further indemnify and save harmless and

keep always indemnified the Licensor, her heirs, executors,

administrators and assigns against any claims, demands, suits or

proceedings arising out of use of the said Premises or for their doing

business or storage of goods/articles items therein from the concerned

authorities or any third parties whatsoever including the legal costs of

Attorneys or proceedings that may result or arise therefrom.

7. IT IS A VITAL, ESSENTIAL AND INTEGRAL TERM AND

CONDITION OF THIS AGREEMENT THAT:

7.1. The license hereby granted is personal to the Licensees and the

business of the patisserie and the Licensees shall not assign the same

or transfer the benefit of this Agreement or permit the said Premises to

be used by any third party or handover charge of the said Premises to

any third party.

7.2. The Licensees are not entitled to nor the Licensees will claim any

protection under the provisions of the Maharashtra Rent Control Act,

1991 or any statutory modification or re-enactment or any Law of the

State or Central Government or present and subsequent enactment

giving any protection to an occupant and/or Licensees and the

 Licensees are not a tenant or lessee under any pretext whatsoever. It is

specifically clarified that right, if any, that may have accrued in favour

of the Licensees either by law or conduct, the Licensees hereby

permanently and forever acquit and waive the same in favour of the

Licensor and shall under no circumstances claim any rights in the said

Premises.

7.3. It is hereby expressly agreed and understood by the Licensee that

this is a bare, non-excusive license and nothing therein contained shall

be ever construed to create any right or tenancy, sub-tenancy, leases or

sub-leases in favour of licensees and Licensees shall at no time claim

any right, title or interest in the said Premises or any part thereof and it

is fully recognized that it has only a bare license to use and occupy the

said Premises is and shall continue to be with the Licensor and the

Licensees confirm that the Licensor is and will at all material times be

in possession of the said Premises and it is specifically agreed by this

Agreement that the Licensees are given a bare license by the Licensor

to use the said Premises. The Licensees shall only use the said

Premises as Licensees and shall neither claim not be deemed to be in

possession of said Premises in any manner whatsoever.

7.4. The Licensees hereby irrevocably declare and undertake that the

Licensees have carefully considered the monthly compensation

payable for such use and occupation and considered the same to be
 reasonable and proper and the Licensees shall at no time claim to be a

tenant or lessee in any manner whatsoever of the said Premises and

shall under no circumstances claim that the monthly compensation

payable herein is rent or make any application of standard rent or any

other application for fixation of compensation payable herein. The

undertaking of the Licensees constitutes the fundamental essence of

this Agreement and the Licensor has entered into this Agreement

expressly relying upon the assurances and representations of the

Licensees.

7.5. The Licensor shall not be responsible or liable for any theft, loss,

damage or destruction of any property of the Licensees or any other

persons lying in the said Premises or in the said building nor,

responsible or liable for any bodily injury to any person in the said

Premises from any cause or reason whatsoever.

7.6. It is hereby expressly clarified, agreed and understood by, and

between the parties hereby that this Agreement and the rights granted

hereunder shall ipso facto and automatically stand cancelled, revoked

and terminated, without the necessity of giving any notice to the

Licensees and without the necessity of executing any further writings

or documents of any nature whatsoever, forthwith upon any bill being

passed by the Union and/or State Legislature/s or upon any Ordinance

being proposed, which restricts, prohibits or adversely affects the

 rights and interests of the Licensor in respect of the said Premises, or

which confers any rights, benefits or interests upon the Licensees

which are not conferred upon it hereunder or under this Agreement or

which makes any changes whatsoever in the status of the Licensees. It

is expressly clarified, agreed and understood that this Agreement and

the license granted hereunder shall automatically stand cancelled,

revoked and terminated forthwith upon the mere passing of such a bill

by either/both Legislature/s and/or the mere proposal of such an

Ordinance, and before the assent of the President or Governor (as the

case may be) is given to such Bill or Ordinance. The Licensees shall in

such event forthwith cease to use the said Premises and hand over the

said premises to the Licensor against refund of the said society deposit

Provided always that the Licensor shall grant time to the Licensees of

10 days to remove therefrom all its goods, items, furniture, fixtures

and fittings.

7.7. The Licensor shall be entitled to deal with or dispose off her

interest in the said Premises or any part thereof during the said Term

to or in favour of any other person subject to the terms and conditions

of this Agreement and the Licensees shall sign and execute the fresh

leave and license agreement for the balance period of the said term in

favour of the assignee of the Licensor herein immediately upon the

Licensor intimating to the Licensees in writing for the same and it is

 agreed that the Licensor or her assignee shall bear and pay the stamp

duty, registration charges and all other incidental expenses for the

registration for the fresh leave and license agreement for the balance

period of the said Term in favour of the Licensees.

8. REPRESENTATIONS AND WARRANTIES OF THE LICENSEES:

The execution of this Agreement is not prohibited by its constituent

documents nor will its execution contravene provisions of any Applicable

Law or agreement or document to which it is a party.

9. TERMINATION:

9.1. Upon expiry of the said Term or upon termination of this

Agreement provided herein, this Agreement stands automatically

terminated without any further notice to the Licensees and thereafter

this Agreement shall ipso facto come to an end without any reference,

recourse or notice in that behalf to the Licensees, and upon such event,

the Licensees shall hand over the said Premises to the Licensor

simultaneously upon receipt of the said security deposit subject to

deductions if any permitted hereunder.

9.2. Upon expiry, termination or earlier revocation of this license

including its ipso facto termination and in the event of the Licensees

not removing themselves and/or their articles, belongings, records and

effects from the said Premises or any part thereof, simultaneously

upon receipt of the said security deposit subject to deductions if any

permitted hereunder,

A) the Licensees shall be laible to pay DOUBLE the monthly

compensation to the Licensor for continued use and occupation of

the said Premises,

B) Licensors shall be entitled to remove and shift the Licensees

articles lying in the said Premises after making a list thereof to a

godown at the cost of the Licensees. The Licensor and her legal

heirs or executors, administrators and assigns shall not render

themselves responsible or liable for any civil or criminal action by

doing so. This authority is irrevocable and constitutes the base of

this Agreement and the Licensees shall not be entitled to dispute

or challenge or call into question the validity or reasonableness of

this provision or authority before any Court of Law in India; and

C) The Licensor shall have a right to prevent the Licensees, their

employees, members, agents and servants from entering in or

upon or remaining in the said Premises in breach of the provisions

of this clause, he/she/they/it shall be meant and treated as the

trespassers and the Licensor shall have the right to take all steps to

prevent the Licensees and the persons aforesaid from committing

such trespass upon the said Premises and the Licensor shall not be

responsible or liable for any loss, damage or injury caused to any

 person or property therein while enforcing the rights under this

Agreement.

9.3. Each of the rights stipulated in 9.2 above shall be without prejudice and

independent of each other and to any other remedy as may be available to the

Licensor in law or otherwise. The Licensees shall obtain adequate insurance

in respect of its furniture, goods and valuables including their goods and

movables and force majeure covering for all risks for their assets inside said

Premises and Third Party liability coverage.

10.FORCE MAEJURE AND THEFT ETC.

10.1. The Licensees shall keep the interior of the said Premises in good

conditions and state of repair, reasonable wear and tear and damage by

fire, earthquakes, flood, tempest, lightning, violence of any army,

terrorist or a mob or otherwise irresistible or inevitable force or

accident excepted, and also to attend day to day minor repairs such as

fuses, electricity switches, leaking from water tap etc., The Licensees

shall not be liable for major repairs and maintenance which includes

leakages into the said Premises or plumbing.

10.2. The Licensor shall not be liable or responsible for any theft, loss,

damage or destruction of any property of the Licensees or of any other

persons lying in the said Premises or for any damage to the Licensees,

their agents, employees, servants, visitors, customers, clients, invitees

 and other persons entering the said Premises from any cause

whatsoever.

10.3. In the event the said premises is destroyed and/or rendered unfit for

use by the Licensees and/or the Licensees are unable to use the said

Premises at any time during the said Term on account of force majeure

circumstances viz. fire, earthquakes, flood, tempest (‘force majeure

events’), it is agreed that the Licensees shall not be liable to pay the

monthly compensation for the period for which such force majeure

event(s) subsist. However, if the business of patisserie cannot be

conducted in the said Premises by the Licensees due to lockdown

declared by Central/State Government(s) on account of

pandemic/epidemic, then for such period the Licensees shall pay

monthly compensation not exceeding 35% of the license fees at the

end of the month in which the payment shall be due.

10.4. In the event of any force majeure event(s) during the Lock-in

period of the Licensees which results in total destruction of the said

Premises, the Licensees shall be at liberty to terminate this Agreement

by giving notice forthwith to the Licensor and the Licensor shall

refund the said security deposit simultaneously upon handing over of

the said premises by the Licensees to the Licensor, after deduction

therefrom the dues as per this Agreement, failing which the Licensor

shall refund said deposit said interest @ 15 % p.a. from date of the
 Licensees offering to hand over said premises till actual

payment/realization. Simultaneously, the Licensees shall handover the

said premises to the Licensor without any delay failing which all the

consequences as per clause 9(2) herein.

11.INDEMNITIES:

A default Party shall indemnify and keep indemnified the non-defaulting

party against material breach by defaulting Party of its obligations hereunder.

12.ENTIRE AGREEMENT:

The parties hereto acknowledge, declare and confirm that this Agreement

represents the entire agreement between them regarding the subject matter

hereof and no alterations or modifications hereto shall be valid or binding

unless the same are reduced into writing and signed by both the parties.

13.ARBITRATION:

13.1. All the disputes and differences between the parties hereto in

connection with this Agreement arising under this Agreement or any

part thereof or otherwise howsoever affecting the parties hereto, save

and except in relation to license fees and security deposit, shall be

referred to the arbitration of a sole arbitrator to be appointed by

mutual consent of the parties and failing such consensus to be

appointed in accordance with the provisions contained in the

Arbitration and Conciliation Act, 1996 (‘the said Act’) and such

arbitration shall be in accordance with and subject to the provisions of

 the said Actor any other statutory modification or re-enactment thereof

for the time being in force. The seat of Arbitration shall be held in

Mumbai and shall be conducted only in English language. The

Arbitrator’s fees and cost of arbitration shall be borne and paid for

mutually. Each party shall bear their own costs.

13.2. This Agreement shall be exclusively subject to the jurisdiction of

the appropriate court at Mumbai.

14.WAIVER:

Any relaxation, forbearance or indulgence granted or shown to the Licensees

by the Licensor shall not in any way prejudice the right of the Licensor under

this Agreement not shall any waiver of any breach by the Licensees operate

as waiver of any subsequent breach and not in any way alter this agreement.

15.NOTICE:

Any notice sent under this Agreement to either party shall be in English only

and sent by Registered Post A.D. or Speed Post AD or Hand Delivery at the

respective addresses of the parties mentioned above. In addition, the parties

may also send notice by email/WhatsApp for convenience. The address for

notice is as follows:

Licensor:
 Email id:

Cell No:

Licensees: 3rd Floor, Green Acres,

31, Union Park, Road No. 5,

Opp. Gate No. 2 of Petit Girls High School,

Khar (West), Mumbai – 400 052

Email id: vrushank@goenkaventures.com

Cell No: 9821545170

In case of change of address or email or cell number for WhatsApp, a Party

may inform the other in writing, provided that such change shall be effected

only after 10 days of receipt of such communication, Notice shall be deemed

to have been served if it is refused.

16.SEVERABILITY:

If any term, provision, covenant or condition of this Agreement is held

invalid or unenforceable for any reason, the remainder of the provisions will

continue in full force and effect as if this Agreement has been executed with

the invalid portion eliminated.

17.STAMP DUTY AND REGISTRATION:

The Stamp Duty and Registration Charges payable on this Agreement shall

be borne and paid by the Licensees and Licensor equally.

18.HEADING
 The head notes hereto are for the purpose of convenience and shall not be

taken into account in considering or construing or interpreting any of the

provisions hereof.

19.This Agreement supersedes all previous communication, correspondence

either oral or written, term sheet, MOU, Letter of Intent, whether written or

oral, between the Licensor and the Licensees. The terms of this Agreement

shall not be altered or added nor shall anything be construed as omitted

therefrom except by means of a Supplementary Agreement in writing duly

signed by the parties and same being the registered with the Sub-Registrar of

Assurance.

20.RIGHT TO RETAIN ORIGINAL DOCUMENT:

After execution of this Leave and License Agreement, the original thereof

shall be retained by the Licensor. The Licensor shall provide a colour

xerox true copy of said original to the Licensees. The Licensor undertakes

to produce the original Leave and Licensees for audit, tax or compliance

purposes.

IN WITNESS WHEREOF the parties hereto have hereunto set and

subscribed their respective hands/seals the day and year first hereinabove

written.

SIGNED SEALED AND DELIVERED )

By the witinnamed ‘LICENSOR’ )

MS. GEETA AMIN )

In the presence of… )

1.

2.

SIGNED SEALED AND DELIVERED )

By the withinnamed ‘LICENSEES’ )

THE CHOCOLATE SPOON )

COMPANY PRIVATE LIMITED )

Through their Director, )

MR. KARAN KHETARPAL )

As per the resolution of their Board )

Of Directors at its meeting held )

On _____________ )

In the presence of __________ )

1.

2.