Template regarding Commercial Contracts *Disclaimer – This legal form and document is for reference only. Any document that you enter into, should be in consultation with an Advocate or a Solicitor. The Government will not be responsible for any claim arising out of the use of the following document.

SAMPLE AGREEMENT FOR THE INTERNATIONAL COMMERCIAL SALE OFGOODS

PARTIES:

Seller

Name (name of company).................................................................................................................................

Legal form (e.g. Limited Liability Company).................................................................................................................................

Country of incorporation and (if appropriate) trade register number.................................................................................................................................

Address (address of place of business of the Seller, phone, fax, e-mail).................................................................................................................................Represented by (surname and first name, address, position, legal title of representation).................................................................................................................................

BuyerName (name of company).................................................................................................................................Legal form (e.g. limited Liability Company).................................................................................................................................Country of incorporation and (if appropriate) trade register number.................................................................................................................................Address (address of place of business of the Buyer, phone, fax, e-mail).................................................................................................................................Represented by (surname and first name, address, position, legal title of representation).................................................................................................................................

Hereinafter: “the Parties”

1. GOODS

1.1 Subject to the terms agreed in this contract, the Seller shall deliver the following good(s) (hereinafter: “the Goods”) to the Buyer.

1.2 Description of the Goods (details necessary to define/specify the Goods which are the object of the sale, including required quality, description, certificates, country of origin, other details).

1.3 Quantity of the Goods (including unit of measurement).

1.3.1 Total quantity.................................................................................

1.3.2 Per delivery instalment . . . . . . . . . . . . . . . …………………. . . . . . (If appropriate)

1.3.3 Tolerance percentage: Plus or minus . . . . ……… . . . . . . . . . . . % (if appropriate)

1.4 Inspection of the Goods (where an inspection is required, specify, as appropriate, details of organization responsible for inspecting quality and/or quantity, place and date and/or period of inspection, responsibility for inspection costs).

1.5 Packaging..............................................................................................................

1.6 Other specifications...............................................................................................

2. DELIVERY

2.1 Applicable International Chamber of Commerce (hereinafter: ICC) Incoterms (byReference to most recent version of the Incoterms at date of conclusion of the Contract).

2.2 Place of delivery.......................................................................................................

2.3 Date or period of delivery.........................................................................................

2.4 Carrier (name and address, where applicable).........................................................

2.5 Other delivery terms (if any)......................................................................................

3. PRICE

3.1 Total price.......................................................................................................

3.2 Price per unit of measurement (if appropriate)..........................................................

3.3 Amount in numbers.................................................................................................

3.4 Amount in letters......................................................................................................

3.5 Currency..................................................................................................................

3.6 Method for determining the price (if appropriate).....................................................

4. PAYMENT CONDITIONS

4.1 Means of payment (e.g. cash, cheque, bank draft, transfer).....................................

4.2 Details of Seller’s bank account (if appropriate).......................................................

4.3 Time for payment.......................................................................................................

The Parties may choose a payment arrangement among the possibilities set out below, in

which case they should specify the arrangement chosen and provide the corresponding

details:

Payment in advance [specify details].......................................................

Payment by documentary collection [specify details]...............................

Payment by irrevocable documentary credit [specify details]...................

Payment backed by bank guarantee [specify details]...............................

Other payment arrangements [specify details].......................................

5. DOCUMENTS

5.1 The Seller shall make available to the Buyer (or shall present to the bank specified by the

Buyer) the following documents (tick corresponding boxes and indicate, as appropriate the

number of copies to be provided):

Commercial invoice..............................................................................................

The following transport documents (specify any detailed requirements).

i. Packing list...................................................................................................

ii. Insurance documents...................................................................................

Certificate of origin................................................................................................

Certificate of inspection…………….......................................................................

Customs documents..............................................................................................

Other documents...................................................................................................

5.2 In addition, the Seller shall make available to the Buyer the documents indicated in the

ICC Incoterms the Parties have selected under Article 2 of this contract.

6. NON-PERFORMANCE OF THE BUYER’S OBLIGATION TO PAY THE PRICE

AT THE AGREED TIME

6.1 If the Buyer fails to pay the price at the agreed time, the Seller shall fix to the Buyer an

additional period of time of (specify the length) for performance of payment. If the Buyer

fails to pay the price at the expiration of the additional period, the Seller may declare this

contract avoided in accordance with Article 10 of this contract.

6.2 If the Buyer fails to pay the price at the agreed time, the Seller shall in any event be

entitled, without limiting any other rights it may have, to charge interest on the outstanding

amount (both before and after any judgment) at the rate of [specify] % per annum.

[Alternatively: Specify other rate of interest agreed by the Parties.]

[Comment: The Parties should take into consideration that in some legal systems payment

of interest is unlawful, or is subject to a legal maximum rate, or there is provision for

statutory interest on late payments.]

7. NON-PERFORMANCE OF THE SELLER’S OBLIGATION TO DELIVER THE

GOODS AT THE AGREED TIME

7.1 If the Seller fails to deliver the Goods at the agreed time, the Buyer shall fix to the Seller

an additional period of time of (specify the length) for performance of delivery. If the Seller

fails to deliver the Goods at the expiration of the additional period, the Buyer may declare

this contract avoided in accordance with Article 10 of this contract.

[Option: “7.2 If the Seller is in delay in delivery of any goods as provided in this contract, the

Buyer is entitled to claim liquidated damages equal to 0.5% (parties may agree some other

percentage:…... . . . . . . . . %) Of the price of those goods for each complete day of delay as

from the agreed date of delivery or the last day of the agreed delivery period, as specified in

Article 2 of this contract, provided the Buyer notifies the Seller of the delay.

Where the Buyer so notifies the Seller within…... . . . . . . . days from the agreed date of

delivery or the last day of the agreed delivery period, damages will run from the agreed date

of delivery or from the last day of the agreed delivery period. Where the Buyer so notifies

the Seller more than ……. . . . . . . . .days after the agreed date of delivery or the last day of

the agreed delivery period, damages will run from the date of notice. Liquidated damages

for delay shall not exceed….. . . . . . . . .% of the price of the delayed goods. Liquidated

damages for delay do not preclude avoidance of this contract in accordance with Article

10.”]

8. LACK OF CONFORMITY

8.1 The Buyer shall examine the Goods, or cause them to be examined within as short

period as is practicable in the circumstances. The Buyer shall notify the Seller of any lack of

conformity of the Goods, specifying the nature of the lack of conformity,

within……………………..days after the Buyer has discovered or ought to have discovered the

lack of conformity. In any event, the Buyer loses the right to rely on a lack of conformity if

he fails to notify the Seller thereof at the latest within a period of two years (other period of

time) from the date on which the Goods were actually handed over to the Buyer.

8.2 Where the Buyer has given due notice of non-conformity to the Seller, the Buyer may at

his option:

8.2.1 Require the Seller to deliver any missing quantity of the Goods, without any

additional expense to the Buyer;

8.2.2 Require the Seller to replace the Goods with conforming goods, without any

additional expense to the Buyer;

8.2.3 Require the Seller to repair the Goods, without any additional expense to the

Buyer;

8.2.4 Reduce the price in the same proportion as the value that the Goods actually

delivered had at the time of the delivery bears to the value that conforming goods

would have had at that time. The Buyer may not reduce the price if the Seller

replaces the Goods with conforming goods or repairs the Goods in accordance with

paragraph 8.2.2 and 8.2.3 of this Article or if the Buyer refuses to accept such

performance by the Seller;

8.2.5 Declare this contract avoided in accordance with Article 10 of this contract. The

Buyer shall in any event be entitled to claim damages. [Option: “8.3 The Seller’s

liability under this Article for lack of conformity of the Goods is limited to [specify the

limitation(s)”.]

9. TRANSFER OF PROPERTY

The Seller must deliver to the Buyer the Goods specified in Article 1 of this contract free

from any right or claim of a third person.

[Option: “Retention of title. The Seller must deliver to the Buyer the Goods specified in

Article 1 of this contract free from any right or claim of a third person. The property in the

Contd...

Goods shall not pass to the Buyer until the Seller has received payment in full of the price of

the Goods. Until property in the Goods passes to the Buyer, the Buyer shall keep the Goods

separate from those of the Buyer and third parties and properly stored, protected and

insured and identified as the Seller’s property”.]

10. AVOIDANCE OF CONTRACT

10.1 There is a breach of contract where a party fails to perform any of its obligations under

this contract, including defective, partial or late performance.

10.2 There is a fundamental breach of contract where:

10.2.1 Strict compliance with the obligation which has not been performed is of the

essence under this contract; or

10.2.2 The non-performance substantially deprives the aggrieved party of what it

was reasonably entitled to expect under this contract.

[Option: “The Parties additionally agree that the following is to be considered as a

fundamental breach of contract: (Specify the cases that constitute a fundamental breach of

contract e.g. late payment, late delivery, non-conformity, etc.)”.]

10.3 In a case of a breach of contract according to paragraph 10.1 of this Article, the

aggrieved party shall, by notice to the other party, fix an additional period of time of (specify

the length) for performance. During the additional period of time the aggrieved party may

withhold performance of its own reciprocal obligations and may claim damages, but may

not declare this contract avoided. If the other party fails to perform its obligation within the

additional period of time, the aggrieved party may declare this contract avoided.

10.4 In case of a fundamental breach of contract according to paragraph 10.2 of this

Article, the aggrieved party may declare this contract avoided without fixing an additional

period of time for performance to the other party.

10.5 A declaration of avoidance of this contract is effective only if made by notice to the

other party.

Note: For the purposes of this Model Contract, the term “Avoidance” is taken from the CISG

and means termination of contract.

11. FORCE MAJEURE – EXCUSE FOR NON-PERFORMANCE

11.1 “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm,

industrial strike or other impediment which the affected party proves was beyond its control

and that it could not reasonably be expected to have taken the impediment into account at

the time of the conclusion of this contract or to have avoided or overcome it or its

consequences.

11.2 A party affected by force majeure shall not be deemed to be in breach of this contract,

or otherwise be liable to the other, by reason of any delay in performance, or the non-

performance, of any of its obligations under this contract to the extent that the delay or

non-performance is due to any force majeure of which it has notified the other party in

accordance with Article 11.3.The time for performance of that obligation shall be extended

accordingly, subject to Article 11.4.

11.3 If any force majeure occurs in relation to either party which affects or is likely to affect

the performance of any of its obligations under this contract, it shall notify the other party

within a reasonable time as to the nature and extent of the circumstances in question and

their effect on its ability to perform.

11.4 If the performance by either party of any of its obligations under this contract is

prevented or delayed by force majeure for a continuous period in excess of three [specify

any other figure] months, the other party shall be entitled to terminate this contract by

giving written notice to the Party affected by the force majeure.

[If preferred, replace 11.4 with the following alternative:

“11.4 If the performance by either party of any of its obligations under this contract is

prevented or delayed by force majeure for a continuous period in excess of three [specify

any other figure] months, the Parties shall negotiate in good faith, and use their best

endeavours to agree upon such amendments to this contract or alternative arrangements as

may be fair and reasonable with a view to alleviating its effects, but if they do not agree

upon such amendments or arrangements within a further period of 30 [specify any other

figure] days, the other party shall be entitled to terminate this contract by giving written

notice to the Party affected by the force majeure”.]

12. ENTIRE AGREEMENT

12.1 This contract sets out the entire agreement between the Parties. Neither party has

entered into this contract in reliance upon any representation, warranty or undertaking of

the other party that is not expressly set out or referred to in this contract. This Article shall

not exclude any liability for fraudulent misrepresentation. [Add where relevant: “This

contract supersedes any previous agreement or understanding relating its subject matter”].

12.2 This contract may not be varied except by an agreement of the Parties in writing

(Which may include e-mail).

13. NOTICES

13.1 Any notice under this contract shall be in writing (which may include e-mail)

and may be served by leaving it or sending it to the address of the other party as

specified in Article 13.2 below, in a manner that ensures receipt of the notice can be

proved.

13.2 For the purposes of Article 13.1, notification details are the following, unless

other details have been duly notified in accordance with this Article:

14. DISPUTE RESOLUTION PROCEDURE

Any dispute, controversy or claim arising out of or relating to this contract, including its

conclusion, interpretation, performance, breach, termination or invalidity, shall be finally

settled under the rules of [specify the arbitration institution] by [specify the number of

arbitrators, e.g. sole arbitrator or, if appropriate, three arbitrators] appointed in accordance

with the said rules. The place of arbitration shall be [specify]. The language of the arbitration

shall be [specify].

[The following are alternatives to a specified arbitral institution under Article 14.

Alternative 1: Ad hoc arbitration “Any dispute, controversy or claim arising out of or relating

to this contract, including its conclusion, interpretation, performance, breach, termination

or invalidity, shall be finally settled under the rules of UNCITRAL [specify other rules] by

[specify the number of arbitrators, e.g. sole arbitrator or, if appropriate, three arbitrators]

appointed by [specify name of appointing institution or person]. The place of arbitration

shall be [specify]. The language of the arbitration shall be [specify].”]

Alternative 2: State courts “Any dispute, controversy or claim arising out of or relating to

this contract, in particular its conclusion, interpretation, performance, breach, termination

or invalidity, shall be finally settled by the courts of (specify place and country) which will

have exclusive jurisdiction.”

14. APPLICABLE LAW AND GUIDING PRINCIPLES

15.1 Questions relating to this contract that are not settled by the provisions contained in

the contract it shall be governed by the United Nations Convention on Contracts for the

International Sale of Goods (Vienna Sales Convention of 1980, hereafter referred to as

CISG). Questions not covered by the CISG shall be governed by the UNIDROIT Principles of

International Commercial Contracts (hereafter referred to as UNIDROIT Principles), and to

the extent that such questions are not covered by the UNIDROIT Principles, by reference to

[specify the relevant national law by choosing one of the following options:

The applicable national law of the country where the Seller has his place of business, or

The applicable national law of the country where the Buyer has his place of business, or

The applicable national law of a third country (specify the country).]

15.2 This contract shall be performed in a spirit of good faith and fair dealing.

DATE AND SIGNATURE OF

The Parties

Seller Buyer

Date ........................................ ...............................................

Name ....................................... …...........................................

Signature Signature

AIRCRAFT LEASE AGREEMENT TEMPLATE

This Aircraft Lease Agreement is entered into by and between MUSTANGSALLY AVIATION, LLC, with its Principle office located at 55 FOXWOODLANE, CAMDEN, SC 29020, hereinafter referred to as “Lessor”

And

Mustang Flyers Aviation, Inc. 1954 First Avenue, PO Box 461627 San Antonio,TX 78246-1627 hereinafter referred to as “Lessee”.

1. LEASE OF AIRCRAFT:

Lessor hereby leases to Lessee the following described Aircraft with standard equipment and the optional equipment listed below:

Year, Manufacturer, Model: 1997-2008 Cessna 172S

N #: N6718X

Serial Number: 172S10000

Engine Make & Model: Lycoming O-360

2. DELIVERY AND ACCEPTANCE OF AIRCRAFT:

The AIRCRAFT will be delivered by Lessor to Lessee San Antonio, Tx or Lessor warrants that upon delivery the Aircraft shall be in good condition and fit for LESSES’S use. Lessee reserves the right to inspect the condition of the Aircraft upon Acceptance /Delivery Receipt attached hereto.

3. TERM OF LEASE:

The Aircraft will be leased for a minimum term of One Year. The lease shall commence on the date the Aircraft is accepted by Lessee as shown on the Aircraft Acceptance/Delivery Receipt signed by the Lessee and attached hereto. At the expiration of the lease period, the lease shall continue on a month-to-month basis, during which time either party may terminate by giving a 60-day written notice of intent to terminate to the other.

4. LEASE RENTAL:

In consideration for the lease of each Aircraft, Lessee agrees to pay Lessor: $ 47.00USD per Hobbs hour if each aircraft is utilized 100 or more hours per month, $50.00 per Hobbs hour if utilized less than 100 Hours but more than 70 Hours Per Month, a 40 Hour a Month, $55.00 USD per Hobbs Hour, 480 hour Annual minimum of 26,400 USD Per Aircraft does apply.

Flight hours shall be determined by the Hobbs meter, and the monthly rental payments shall computed using the “base” Hobbs meter reading shown on the Acceptance/Delivery Receipt.

5. INSURANCE:

Lessee shall, at its own expense, secure and maintain in full force and effect throughout the term of this lease, as a minimum, such insurance coverage on theAircraft as follows:

A. Bodily Injury Liability-Excluding Passengers: …………… (Amount to be mentioned)

B. Bodily Injury Liability- Passengers: …………… (Amount to be mentioned)

C. Property Damage Liability: …………… (Amount to be mentioned)

D. Hull Insurance: All risk ground and flight Hull Insurance on Aircraft shall be in the

amount of……….for term of this lease, with maximum Hull deductibles as show

below:

E. Hull Deductibles: Amount………… Not in Motion; Amount………………In Motion;

F. Lessee shall furnish to Lessor certificates of insurance, with evidence that Hull and

Liability insurance policies name Lessors as “Owner/Lessor”: as “Loss Payee” for

Aircraft Physical Damage Coverage there under: Lessor’s lien holder, must be

provided “Breach of Warranty “ coverage, in this case Cessna Finance Corp, 100 N.

Broadway, Suite 600, Wichita, KS 67202

G. Lessee shall furnish to Lessor evidence that the required insurance has been

secured prior to delivery of Aircraft.

6. RISK OF CASUALTY LOSS:

In the event of any loss or damage, Lessee shall promptly report such loss or damage or damage to the Lessor, the insurance company, any and all applicable local, state, federal, or other governmental agencies as required, and shall furnish such information and execute such documents as may be required for Lessor to make claim under applicable insurance policies, This rights and liabilities of the parties shall be as follows:

A. It the Aircraft is loss or damaged beyond repair, and the insurance company pays Lessor the amount of the Hull insurance, Lessee shall pay Lessor the amount of the Hull insurance deductible, and this lease shall end;

B. Lessee acknowledges that the Hull insurance deductible shall be paid directly to Lessor as required;

C. If the Aircraft is only partially damaged, this lease shall remain in full force and effect, and Lessee shall at its own cost and expense, repair the Aircraft, so as to restore Aircraft, as nearly as possible, to same and exact condition as was Aircraft before said damage occurred. To the extent such damage is covered by the insurance described above, Lessor, upon receiving from Lessee such information and such documents as may be required, shall make claim if required under the Hull insurance policy and shall promptly reimburse Lessee for the cost of repairing the Aircraft, to the full extent of, but not more than, the net amount of such insurance recovery actually received;

D. If payment for the damages to the Aircraft is not made to the Lessor by the insurance carrier, Lessee shall be obligated to repair the Aircraft to the required satisfaction of the Lessor at its own cost and expense, and Lessor will then relinquish to Lessee all claims

that it may have against the Hull insurance carrier under the said Hull insurance policy for the damage to the aircraft;

E. During the period that the Aircraft is being repaired, Lessee shall continue to make the monthly rental payments as they become due.

7. MAINTENANCE:

A. Lessee agrees to, at its own expense, provide the necessary labour and materials for maintenance of the Aircraft airframe, engines, and attached associated accessories for the term of this lease.The Lessee shall be responsible for a single part line item of up to (Amount)…………... Any single part line item that exceeds (Amount)……….will be discussed with the Lessor prior to purchase and the Lessor has the option to elect to provide the part to the Lessee for (Amount)……..or to be invoiced for the amount exceeding (Amount).

B. Upon reaching the properly and duly recorded Time Between Overhaul (TBO), the Engine and the Propeller (s) overhaul shall be the responsibility of the Lessor;

C. In the event of engine replacement, Lessor may elect to repair the engine so as to place it in good, safe, and serviceable condition for use by the Lessee

8. LEASE COVENANTS:

A. THAT Lessee will endeavour to use and operate the Aircraft in accordance with the manufacturer’s operating instructions, in conformity with the laws, ordinances, rules and regulations, municipal, state, national or otherwise, now existing or hereafter enacted, controlling or in any way affecting the operation, use or possession of the Aircraft or the use of any airport premises by the Aircraft, and in compliance with the terms, conditions and limitations set forth in the applications for or policies of insurance made or issued pursuant to the terms of this lease;

B. THAT Lessee’s expense to cause maintenance and inspections on the Aircraft airframe, engines, and Attached associated accessories to be performed as required by Federal Aviation Administration and Federal Aviation Regulation;

C. THAT Lessee shall not contract for maintenance, or make any alterations or modifications to the Aircraft or install any additional equipment therein or thereon without prior written consent of the Lessor, which consent of the Lessor, will not be unreasonably withheld;

D. THAT Lessee will not permit any charge, lien, or encumbrance of any nature to be placed to or remain upon the Aircraft;

E. THAT Lessee indemnify and save Lessor harmless from and against all claims, costs, expenses, demand, and liabilities of any nature whatsoever which may be asserted

Lessee’s use or operation of the Aircraft during the term of this lease, whether caused by Lessee’s negligence, or not;

F. THAT Lessee permit the Aircraft to be operated only by pilots having current certificates as required by the Federal Aviation Administration and Federal Aviation Regulations and described insurance policies, certificates or applications;

G. THAT Lessee maintain all records, logs, and other materials required by the Federal Aviation Administration or any other Governmental authority to be maintained in respect of the Aircraft, to reasonable times for inspection by Lessor, and at the expiration of termination of this lease, to deliver such materials to Lessor;

H. THAT applicable, sales taxes, or other local taxes, are the full responsibility of the Lessee. (The “Lease Rental rate” referenced in Paragraph 4 above, does not include sales tax).

9. DEFAULT BY LESSEE:

If Lessee shall fail to make monthly payments as herein provided, or any other amounts payable thereunder, when the same are due and payable, or if Lessee should default in the performance of any other terms, conditions and covenants to be performed by Lessee, or if the insurance as herein provided to be maintained shall expire or be cancelled, and Lessee shall be unable to replace such insurance, or if the Aircraft shall be misused or abandoned, Lessor, at its option, may take possession of and remove the Aircraft forthwith, without notice to Lessee, and with or without legal proceedings.

10. MISCELLANEOUS:

A. This agreement is, and is intended to be a lease, and if Lessee performs its obligations under this lease, Lessee shall peaceably and quietly hold, possess and use the Aircraft during the entire lease term, free from any interference or hindrance:

B. Neither party shall at any time during this lease for any purpose whatsoever be or become the agent of the other, nor shall either party be responsible for the acts and omissions of the other or its agents,

C. The invalidity of any portion of this lease shall not affect the remaining valid portions thereof;

D. All notices shall be binding on the parties hereto if sent to the address of the applicable party set forth herein, unless a subsequent address has been furnished. By mail, by one party to the other;

E. Except as elsewhere herein provided, any change or modification to this lease shall be in writing and signed by the parties hereto;

F. During the term of this lease, the Aircraft will be maintained and inspected in accordance with all applicable Federal Aviation Regulation(s);

G. During the term of this lease, the Lessee will be in operational control of the Aircraft, and by its signature set Forth below, Lessee certifies that it understands its responsibility for operational control of the Aircraft and for compliance with applicable Federal Aviation Regulations;

H. All lease payments as set forth in this lease are due at the office of MUSTANG SALLY AVIATION, LLC. 55 FOXWOOD LANE CAMDEN, SC 29020, no later than TENTH (10TH) day of each beginning with the month following the month in which the lease commences. Payment (s) received after the TENTH (10TH) day of the month shall be subject to a Ten Percent (10) late fee;

I. This agreement shall be subject to, governed by, and construed in accordance with the laws of the State of.

11. RETURN OF AIRCRAFT:

Lessee shall, at its own expense, and at the expiration or termination of this lease, return Aircraft to Lessor at LONG BEACH, CA LONG BEACH AIRPORT (KLGB), with a Fresh Annual Inspection. Should Lessee return Aircraft to Lessor at any time before the expiration of termination of this lease, Lessee, by its signature below, hereby solemnly agrees to pay Lessor the monthly minimum Lease Rental amount as set forth in Paragraph 4 above for each and every month remaining in the contracted Term of Lease.

12. GUARANTY:

BUSINESS OWNER, is the principal of LESSEE herein. As the principal of Lessee, BUSINESS OWNER hereby unconditionally guarantees to all terms set forth in the Aircraft Lessee Agreement, and aggress to guarantee the payment of all bills and accounts including, but not limited to, lease payments, insurance payments, maintenance payments to include parts and labour, or any other payments required to be under the terms of this lease. This “Guaranty” shall act as an unlimited continuing “Guaranty” for any aircraft leased by Lessee from Lessor herein;

13. DEPOSIT(S):

NO DEPOSIT REQUIRED

DATE

Executed this on…………….. (Date)

SIGNATURE OF THE PARTIES:

WITNESSESS:

FRANCHISE AGREEMENT TEMPLATE

This agreement is signed on this..... Day of ......, the year.......

BETWEEN

………………………………………………………., a private limited company Incorporated under the Company’s Act 2013, and having its corporate office at …………………………….., India, herein after referred to as the “Franchiser” which expression shall unless repugnant to the contest or meaning thereof include its successors and assigns of ONE PART.

AND

………………………………………, a proprietary firm having its ……………………………, and represented by ……………………………, S/o ……………………………, aged about …..Years, hereinafter referred to as the “Franchise” which expression unless repugnant to the context or meaning thereof be deemed to include, legal representative, executors, administrators, successors and permitted assigns of the other PART, each a party and collectively referred to as parties.

Both parties as above have expressed a desire of entering in to a franchise agreement to meet their respective objectives, which are set out here in below,

(a) ………………………. on its part has entered into the business of Online Ads, Offline Ads, Value Added Services and Premium Services and is Interested in furthering this business through “Franchise” (Conductor) operated Signature: …………………. outlets on national

basis maintaining a uniform standard facilities and services including uniformity in the charges levied from the customers for rendering the specified services.

(b) “Franchise” on his part is interested in entering into the business of operating as a service provider through their cyber cafe outlet and thus carrying out the business of providing services to the customers.

(c) …………………………… is desirous of appointing “Franchise” to conduct, manage and operate the services through the …………… as per the uniform norms set up by ………………… in respect of nature of services and cost of services to the customer.

(d) “Franchise” is desirous of taking over the services offered by……………………., for the purpose of its operations and management to carry out business on the terms and conductions contained herein.

(e) The purpose of this Agreement is to set forth the terms and conditions under which the parties to the Agreement shall conduct themselves during the substances of Agreement.

NOW, THEREFORE, the parties, in considerations of the convents, undertakings and commitments set forth therein here by mutually agreed as follows,

Section 1: Definitions and Interpretations

For the purpose of this agreement, the following expressions shall bear the respective meaning set forth below,

Details of terminology for the services to be provided

Section 2: Grant of the Franchise

(1) The “Franchise” warrants and represents to …………………… that it is a company / firm, validly existing and a good standing under the laws of republic of India and has all requisite power and authority to enter into this agreement with …………………. All the obligations of the “Franchise” under this agreement are legal, valid and binding obligations enforceable in accordance with its terms. There are no proceedings pending against the franchise, which may have an advice effect on the ability of the franchise to perform and meet its obligations under this agreement.

(2) On consideration of the “Franchise’s” applications and relying on such assurances and representations that “Franchise” has made to ……………………………., ………………… appoints the franchise as a franchise on the terms and conditions set forth in this agreement and in the website.

(3) There is no product and/or service and/or territorial exclusivity granted to the “Franchise” as part of this Agreement by …………………… may give such right or a similar

right to persons other than “Franchise” to sell …………………. products and services anywhere including geographic area surrounding the premises.

Section 3: Services, Terms & conditions

(1) .................................... would provide their entire range of services by own or through the service providers which includes online ads, offline ads, value added services and premium services to the “Franchise”.

(2) “Franchise” will act as a single point e-hub for all the services provided by .................................... falling within the purview of this agreement.

(3) The entire business being on pre-payment basis............................will supply all the services based upon requests from “Franchise” up to limits available for “Franchise”. Such limits will be equivalent to the funds available from “Franchise” with .............................. at any point in time and will keep reducing with every transaction corresponding to the value of transaction.....................................will enhance the limit of Franchisee by amounts received by it from “Franchise” from time to time.

(4) ........................ will publish commission structure and earning of the ”Franchise” from time to time in the web site ..................................... The details of all transactions done by “Franchise” will be available on the web, login ID and password of which will be provided to “Franchise” by..................................... “Franchise” will keep enough funds with .................................... so as to cater all transactions to provide services to the customers.

(5) All the services falling within the purview of this agreement will be made to “Franchise” based upon standard conditions of sales as set by ....................................for all its “Franchise” outlets from time to time. Such conditions will generally be in line with conditions that are placed upon .................................. by various service providers and also as a result of business decisions, legal and contractual requirements.

(6)”Franchise” will keep providing the services within the purview of this agreement through their outlets exclusive with..................................... “Franchise” will not enter into direct agreements with any other services providers, aggregators, distributors or any similar entity in India for this purpose, for the duration of this agreement.

(7) The Intellectual Property rights including the concept of delivery of services will rest with .................................... or its suppliers or service providers.

(8) .................................... and “Franchise” shall conduct their business at all times, in accordance with the applicable statutes, regulations, notificationetc., Issued by the Government or any other statutory authority.

Section 4: Confidentiality

(1) “Franchise” shall keep all information of confidential nature received from the .................................... in whatever form as strictly confidential and shall not disclose it to third Parties without the prior written consent of .................................... during the term of this Agreement.

(2) “Franchise” agrees not to disclose revenue information without ........................... prior written consent.

Section 5: Limitation of liability

The Parties shall not be liable for any incidental, special, indirect or consequential damages arising out of or relating to this Agreement.

Section 6: Terms

This Agreement comes into force on the date of signing this Agreement and shall continue for one (1) year after this date. This agreement may be extended on the mutual agreement of both parties, unless earlier terminated in accordance with the agreement by paying renewal fee to .................................... by “Franchise”.

Section 7: Termination

1. This agreement may be terminated by either party at any time, without assigning any reason by giving prior written notice of ninety (90) days.

2. .......................shall be entitled to terminate this agreement, with immediate effect upon happening of one or more of following:

a. Any breach or violation of any of the terms and conditions of this agreement by the “Franchise”, if within seven (7) days of written notice from RMS Eservices India Pvt. of the breach or violation, such breach or violation is not cured, provided that no cure period shall be applicable for the violation of any applicable law.

b. Failure of the “Franchise” to provide the services to the customers as per the expectations of.....................................

Section 8: Applicable Law

This agreement is governed by and constructed in accordance with the laws of India.

Section 9: Dispute Resolution and Jurisdiction

1. Any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the provisions of the [Indian] Arbitration and Conciliation Act, 1996.

2. The arbitral tribunal shall be composed of three arbitrators, one arbitrator appointed by ...................................., a second arbitrator appointed by “Franchise” and a third arbitrator to be appointed by such arbitrators.

3. The place of arbitration shall be at ……………… and any award whether interim or final, shall be made, and shall be deemed for all purposes between the Parties to be made in ..

4. The arbitral procedure shall be conducted in the English language and any award or awards shall be rendered in English. The procedural law of the arbitration shall be Indian law.

5. The award of the arbitral tribunal shall be final, conclusive and binding upon the Parties, and the provisions of the [Indian] Arbitration and Conciliation Act,1996 shall apply.

6. The rights and obligations of the Parties under, or pursuant to, this Clause, including the arbitration agreement in this Clause, shall be governed by and be subject to Indian law, and the agreement shall be subject to the exclusive jurisdiction of the courts at Shimla.

This Agreement has been executed on the date set forth herein in two (2) copies of which the Parties have taken one each.

For ...................................., For ………………………………. Authorized signatory Authorized signatory

Witness 1 Witness 1

Signature: Signature:

Name: Name:

Address: Address:

Witness 2 Witness 2

Signature: Signature:

Name: Name:

Address: Address:

SERVICE AGREEMENT TEMPLATE

Specimen Agreement of Employment of Manager of a Business Concern

AN AGREEMENT made on this............... day of............... BETWEEN AB, etc. Hereinafter called the “Employer”) of the one part AND CD, etc., (hereinafter called the “Manager”) of the other part.

WHEREAS

1. The employer wants to appoint a suitable person to work as Manager for his business concern; and

2. CD, the party of the other part, has agreed to serve as Manager of the employer for his business concern.

NOW THIS AGREEMENT WITNESSES as follows:

1. The manager shall work as such for a term of............... years from the day of..................... at............... or any other place as desired by the employer.

2. The manager shall give his whole time and attention to the said business and shall use his best endeavour to improve and expand the same and shall in all respects diligently and faithfully obey and observe all lawful orders and instructions of the employer in relation to the conduct of the said business and shall not without his consent divulge any secrets or dealing thereto.

3. The manager shall keep at the place of business at............... proper books of accounts showing all goods and moneys received and delivered and disbursed by him with necessary particulars of all such transactions and shall duly account for all moneys belonging to the employer and coming into the hands or power of the manager and shall forthwith pay the same to the employer or his bankers for the time being except only such moneys as the manager shall be authorised by the employer to retain for immediate requirements of the said business.

4. The employer shall pay to the manager during the continuance of his engagements and provided he shall duly observe and perform the agreement herein on his part contained the salary of Rs............... per mensem on the first day of every calendar month commencing from the first day of............... without any deduction except such as he will be bound to make under the Income-tax law for the time being in force, and shall also pay the manager at the end of each year during the aforesaid period a further sum equal to 5 per cent on the gross sale return for the said year (or on the net profits of the said business for the said year (if any) after making such deductions as are properly made according to the usual custom of the said business in the estimation of net profits) provided always that upon the death or terminationof the engagement of the manager before the expiration of the said period of ............... years/ the employer shall forthwith pay to him or his heirs, executors, administrators or other legal representatives, as the case may be, in respect of the services of the manager of the whole or any part of the current month a due proportion of the salary of Rs............... Per mensem together with such further sum in lieu of such percentage as aforesaid as shall bear the same proportion to the estimated gross return (net profits) for the then current year as the part of the said year during which he has served, shall bear to the whole year, the gross return (netProfits) being calculated on average of the past three years.

5. The employer shall during the continuance of the manager’s engagement provide him with a suitable furnished house for residence free of rent, rates and taxes (except the charges for electricity consumed by him or of extra water used by him) and the manager shall reside in the said house.

6. The manager shall make such tour as may be necessary in the interest of the said business or as he may be directed by the employer to make and the employer shall pay him all reasonable expense actually incurred in undertaking such tours (or a travelling allowance at per mile for all journey by road and first class fare for journeys performed by rail and a halting allowance of Rs............... per diem when a halt of not less than 8 hours is made at one place).

7. The manager shall be entitled during his engagement to leave on full pay for a period equal to I/IIth of the period of service rendered and to a further leave on half pay in case of illness or in capacity to be proved to the satisfaction of the employer for a period of 15 days in one year.

8. Either party hereto may terminate the engagement of the manager at any time before the expiration of the said term of...............years on giving or sending by registered post to the other party three calendar months, notice in writing, such notice to be given or sent in the case of the employer to his house at ............... and in case of the manager to his place of business or residence provided by the employer and on the expiration of the said three months from the date of giving or posting such notice, the said engagement shall terminate provided that the employer may terminate the said engagement at any time on payment of three months’ pay in advance in lieu of such notice as aforesaid.

9. If the manager at any time wilfully neglects or refuses or from illness or other cause becomes or is unable to perform any of the duties under this agreement, the employer may suspend his salary (and sum by way of percentage) during such neglect, negligence or inability as aforesaid and may further immediately terminate the engagement of the manager without giving any such notice or making such payment or salary in advance as hereinbefore provided.

10. The manager will at his own expense find and provide two respectable sureties to the amount of Rs...............each for his good conduct and for the due performance by him of this engagement and if he fails to do so for a period of three months from this date, the employer may terminate his services forthwith.

IN WITNESS WHEREOF, etc.

AN AGENCY CONTRACT TEMPLATE

The following specimen may serve as a model for drafting agency contracts, which may be adopted according to the requirements of each case.

An agreement made on this...............................................................................................day of.......................................................between............................................................ principal) (hereinafter called “the principal”) of the one part and............................................ agent) (hereinafter called “the agent”) of the other part.

Whereby it is agreed between the parties as follows:

1. That the agent is hereby appointed as the sole agent of the principal for the town............................... (In the District of) (Hereinafter called “the agency town”) for the purpose of making sales of the principal’s goods for a term of............................... years commencing from the date hereof on the terms and conditions set forth hereunder.

2. That the agent shall not, while selling the principal’s goods make any representation in the trade or give any warranty other than those contained in the principal’s printed price list.

3. That the agent shall be allowed to deduct and retain as his agency commission with himself.................per cent of the list price of all goods sold on behalf of the principal. The agent shall keep a record of all sales and shall regularly remit to the principal on each Saturday all sums received by the agent in respect of such sales less.................. per cent his agency commission. All sales shall be made for cash against delivery of goods unless the principal’s consent in writing to give credit to any particular purchaser be in any case first obtained and in the case of such credit sales the principal may direct for such increase in the price of his goods over and above the current list price of the principal.

4. That the agent shall not make purchases on behalf of or in any manner pledge the credit of the principal without the consent in writing of the principal.

5. That the agent shall, at the expense of the principal, take on rent and occupy for the purpose of the agency, suitable premises with prior approval of the principal and shall keep insured for full value against all available risks, all the goods entrusted to his custody by the principal under this agreement and on request, shall produce to the principal, receipts, for the rent, rates and taxes of the said premises and for the premiums on insurance policies showing that the same have been paid on or about their respective due dates. That the agent shall bear all expenses relating to or incidental to the said agency.

6. That the agent, while selling to persons in the trade, shall obtain the purchaser’s signature to an agreement to the following effect:

(i) That the said principal’s goods shall not directly or indirectly be re-sold outside the agency district.

(ii) That the said principal’s goods shall not be re-sold to the public below the price list for the time being.

7. That the agent shall, in all his commercial dealings and on documents and on the name-plate or letter-head indicating his place of business, describe himself as selling agent for the principal.

8. That a breach of the condition in clause 6 hereof shall entitle the principal to put an end to this agreement forthwith and also to recover from the said agent by way of liquidated damages the sum of Rs............................... for each such article sold in breach of such clause. The agent undertakes that all purchasers to whom he may sell the principal’s goods shall duly enter into, and carry out the aforesaid agreement referred to in clause 6 hereof for the purposes of this agreement be deemed to be a breach of clause 6 of this agreement

by the agent and give the principal the rights and remedies against the agent for breach by the agent of this agreement.

9. That the principal shall keep with the agent a stock of his goods free of all expenses of delivery to the value of Rs............................... according to the principal’s current price list and the principal further undertakes to replenish such stock on the close of each month so as to keep it at the agreed value. Provided always that the agent shall have no right of action against the principal for delay resulting from shortage of stock, delays in transit, accidents, strikes or other unavoidable occurrences in replenishing such stock. The principal shall always have the right, without any prior notice, to cause a stock checking of the said goods and on any shortage or deficiency found on such stock-taking the agent shall on demand pay to the principal the list price of such shortage or deficiency less the deduction by way of commission or rebate receivable by the agent. The agent shall not alter, remove, or tamper with the marks or numbers on the goods so entrusted into his custody.

10. That the agent shall not sell the goods of the principal to any purchaser except at current price list of the principal conveyed by him from time to time. The agent may, however, allow a discount or rebate of.........per cent.

11. That in the event of any dispute arising between the agent and a purchaser of the principal’s goods, the agent shall immediately inform the principal of the same and shall not without the principal’s approval or consent in writing take any legal proceedings in respect of or compromise such dispute or grant a release to any purchaser of the principal’s goods.

12. That either party may terminate this agreement at his option at any time after the expiration of...... years by giving the other one month’s notice in writing.

13. That the benefits under this agreement shall not be assignable to any other person.

14. That the agent shall always, during the existence of this agreement, devote his whole business time and energy for pushing the sale of the principal’s goods and shall in all such dealings act honestly and faithfully to the principal and shall carry out orders and instructions and shall not engage or be interested either directly or indirectly as agent or servant in any other business or trade without the prior consent in writing of the principal.

15. That on the termination of his agreement for any reason whatsoever, the agent shall not for the period of one year solicit trade orders from the persons who had been purchasers of the goods of the principal any time within.................. years immediately preceding the date of such termination and the agent shall not for a period of one year engage or be interested as agent or servant in any business, firm or company manufacturing, selling or dealing in goods similar to those of the principal.

16. That all goods shall be sold by the agent for delivery at agent’s place or business but the agent shall, at his own expense, have the right to deliver goods to purchasers at their places of business.

17. That without prejudice to any other remedy he may have against the agent for any breach or non-performance of any part of this agreement, the principal shall have the right summarily to terminate this agreement:

(i) On the agent being found guilty of a breach of its provisions or being guilty of misconduct or negligence of his duties; or(ii) On the agent absenting himself from his business duties entrusted to him under this agreement for.................. days without the principal’s prior permission in writing; or(iii) On the agent committing an act of bankruptcy.

18. That in the event of any dispute arising out of or in relation to or touching upon the agreement, the same shall be decided by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

19. That the principal shall be entitled to terminate this agreement by one month’s notice in writing to the agent in the event of his ceasing to carry on the said business of the principal.

20. That on the termination of this agreement for whatever reason, the agent shall forthwith deliver to the principal all the unsold stock of goods and shall pay to the principal for the shortages of deficiency of stock at price list less commission and rebate allowable to the agent. The agent shall also deliver to the charge of the principal all books of account and documents of the agency, cash, cheques, bills of exchange or other securities he may have received during the normal course as a result of sales of the principal’s goods and shall transfer, assign or negotiate in favour of the principal all such securities on demand.IN WITNESS WHEREOF the parties have signed this deed.

Witness: Principal

Witness: Agent

AGREEMENT OF SALE OF IMMOVABLE PROPERTY TEMPLATE

THIS AGREEMENT OF SALE executed on the...................... day of................... 2016 between S son of SF, resident of......................, hereinafter called the "Vendor" of the one part and P son of PF resident of...................... hereinafter called the "Purchaser" of the other part. (The expression "Vendor" and "Purchaser" wherever they occur in these presents, shall also mean and include their respective heirs, executors, administrator, legal representatives and assigns).

WHEREAS the vendor is the sole and absolute owner of the property more fully set out in the Schedule hereunder:

AND WHEREAS it is agreed that the vendor shall sell and the purchaser shall purchase the said property for the sum of Rs....................... (Rupees in words) free of all encumbrances.

NOW THIS AGREEMENT OF SALE WITNESSES AS FOLLOWS:

1. The price of the property more fully set out in the Schedule is fixed at Rs....................... (Rupees......................) free of all encumbrances.

2. The purchaser has paid to the vendor this day the sum of Rs...................... (Rupees......................) by way of earnest money for the due performance of the agreement, the receipt of which the vendor doth hereby admit and acknowledge.

3. The time for performance of the agreement shall be...................... months from this date, and it is agreed that time fixed herein for performance shall be the essence of this contract.

4. The purchaser shall pay to the vendor the balance sale price ofRs............. (Rupees.........................................................) before registration of the sale deed.

5. The vendor agrees that he will deliver vacant possession of the property to the purchaser before registration of the sale deed. Alternatively, the vendor agrees that he will put the purchaser in constructive possession (if vacant possession is not possible) of the property by causing the tenant in occupation of it to attorn their tenancy to the purchaser.

6. The vendor shall execute the sale deed in favour of the purchaser or his nominee or nominees as purchaser may require.

7. The vendor shall hand over all the title deeds of the property to the purchaser or his advocate nominated by him within................... days from the date of this Agreement for scrutiny of title and the opinion of the vendor's Advocate regarding title of the property shall be final and conclusive. The purchaser shall duly intimate the vendor about the approval of the title within................ days after delivering the title deeds to him or his Advocate.8. If the vendor's title to the property is not approved by the purchaser, the vendor shall refund to the purchaser the earnest money received by him under this Agreement and on failure of the vendor to refund the earnest money within...................... days he shall be liable to repay the same with interest thereon at...................... per cent per annum.

9. If the purchaser commits a breach of the Agreement, he shall forfeit the earnest amount of Rs...................... (Rupees......................) paid by him to the vendor.

10. If the vendor commits a breach of the Agreement, the vendor shall not only refund to the purchaser the sum of Rs................. (Rupees......................) received by him as earnest money, but shall also pay to the purchaser an equal sum by way of liquidated damages.

11. Nothing contained in paras 9 and 10 supra shall prejudice the rights of the parties hereto, to specific performance of this Agreement of sale.

(Schedule of Property)

IN WITNESS WHEREOF the vendor and the purchaser have set their hands to theAgreement of sale on this the..................day of...................... 2007 in the presence of the witnesses:

Witness: Vendor

Witness: Purchaser

(2A) Specimen Schedule of the Property

1. Municipal No. /Ward No./Plot No./Khasra No.:

2. Location: Street No.:

Street Name:

3. Place/Area North:

South:

East:

West:

4. Sub-District Hqrs./Tehsil/Mandal:

5. Police Station:

6. District/State:

7. Exact Measurement:

Total Area: Measurement of all sides:Plinth area/floor area: Sketch/plan: Carpet area:8. Fixtures & Fittings

9. Any other items to be covered in sale deed.

10. Permitted use of the land/building:

In case of agricultural land, the schedule may be modified to include the Khasra Nos. /Plot Nos. with area and location as per the revenue records supplied by the Patwari or revenue office of the Sub-District/Tehsil/Mandal.

It is also a requirement that a survey is done as to ascertain the exact measurement of area and compare it with what is mentioned in the title deed. Buyer can make sure that he is buying a property of a particular measurement.

JOINT VENTURE AGREEMENT TEMPLATE

(Joint Venture with Foreign Company)

THIS AGREEMENT IS MADE on this ........day of 2016 BETWEEN ABC INC. incorporated under the appropriate laws of the United States of America having its office at 67 Central Perk Street, New York of the ONE PART and XYZ LTD. a company registered under the Companies Act, 2013 having its office at 132 Sadar Bazar Road, New Delhi, 100011 of the OTHER PART.

WHEREAS ABC INC. (hereinafter referred to as ABC) carries on business as manufacturer of and dealer and exporter in Computers, Computer Hardware and Software and has worldwide market and intends to extend its market here in India and elsewhere.

Whereas XYZ LTD. (hereinafter referred to as XYZ) carries on business as manufacturer of, dealer in and exporter of Computer Software and intends to expand its business in India and abroad.

Whereas ABC and XYZ intend to co-operate in manufacturing/dealing in and exporting Computers, Hardware and Software in India and abroad for mutual benefit by setting up a new company.

NOW THESE PRESENTS WITNESSETH and the parties hereby agree as follows:

1. A Joint-stock company would be formed under the name and style of Indo-American Company Pvt. Ltd. under the Companies Act, 1956 having itsRegistered Office at 132 Sadar Bazar Road, New Delhi - 100011.

2. ABC and three of its nominees and XYZ and three of its nominees would be the subscribers to the Memorandum and Articles of Association of the said company to be incorporated.

3. The shareholding in the Share Capital of the said company to be incorporated would be in equal proportions between ABC and XYZ.

4. The Memorandum and Articles of Association of the company proposed to be incorporated would be settled in mutual consultation and the same would govern the rights and obligations of ABC and XYZ in relation to the said proposed company.

5. ABC will be allotted shares in the said new company partly in cash and partly towards the cost of plant, machinery and equipment to be supplied by ABC to the new company and in consideration for assignments by ABC of its Patent Rights, Trade Marks, Trade Names and Licences in favour of the new company to be incorporated. The consideration for allotment of shares to ABC would also include the supply and transfer of technical formula, new inventions, secret processes, technical information concerning the production, manufacturing, testing, specifications, instructions and information as to the manufacture of, development, use and servicing, maintenance and improvement of quality of Computers, Hardware and Software and generally in connection with the successful carrying on of the said business by the said new company to be incorporated.

6. Will furnish necessary technical assistance and expertise to the new company for assembling, installation, and start-up and for smooth running of the manufacturing and selling processes as might be required by the new company from time to time.

7. Will furnish to the new company all other technical assistance and advice in relation to the operation of the plant and machinery, repairs thereof, testing facilities, training facilities and Research & Development facilities should be arranged for, provided and continued for successful running of the business of the new company.

8. The shares that would be allotted by the new company should not be transferred by either ABC or XYZ within a period of five years from the date of allotment and thereafter if any of the parties intends to transfer any share then the same shall be offered first to the other party at a price to be determined by a Value to be appointed by mutual agreement and in absence by application to the Indian Chamber of Commerce.

9. The new company will manufacture Computers, Hardware and Software and allied accessories and products and the same would be marketed in India and exported to other countries under the Trade name or Brand name made available by ABC and by any other name and shall obtain new Trade Mark and obtain Patents for further and better manufacturing, selling and exporting the new company’s products.

10. ABC will buy 75% of the products of new company for exporting to other countries through its own organisations or outlets at a remunerative price not below the price at which the products are sold in India.

11. Neither party shall carry on their own business in a manner which will directly adversely affect the business and profitability of the new company.

12. The expenses for the setting up and promotion of the new company would be shared equally by ABC and XYZ.

13. The consideration for allotment of shares of the new company to XYZ shall be paid in cash and in kind such as by transfer of immovable properties for the setting up of factory and making arrangement for the office accommodation of the new company. The valuation of such immovable properties including office accommodation would be decided by mutual agreement between ABC and XYZ.

14. Any disputes or differences arising in relation to this agreement, its construction, validity, performance, breach or any other question shall be referred to the Indian Chamber of Commerce for settlement by Arbitration or Conciliation in New Delhi and the decision of the said Arbitrator shall be final and binding on both the parties.15. This agreement is made subject to obtaining approvals of the Indian Government and other concerned authorities.

16. In the event if certain additions or alterations are required under this agreement due to imposition of certain terms and conditions by Government of India or appropriate authority granting the approval shall be incorporated in this agreement by way of a supplemental agreement and if required the Memorandum and Articles of Association of the new company would also be in conformity with such directions or approvals of the appropriate authorities.

17. IN WITNESS WHEREOF the parties hereto have signed, sealed and delivered these presents on the day, month and year first above-written.

Signed, sealed and delivered byMr.............................................

Pursuant to the BoardResolution dated....................Of ABC Inc.

Signature in New Delhi in the presence of:

1................................................2...............................................

Signed, sealed and deliveredBy

Mr.............................................Pursuant to the Board Resolution dated................... Of XYZ Ltd.

Signature in New Delhi in the presence of:

1...............................................

2...............................................

BUILDING CONTRACTS TEMPLATE

The following specimen of a building contract shall be helpful to those who are required to draw such agreements:

This agreement is made on this............................... day of............................... 2016 between ABC Ltd., a company incorporated under the Companies Act, 2013, having its Registered Office at............................... acting through Shri..............................., its Company Secretary, (hereinafter called “the builder”), which term shall, unless repugnant to the context, include its legal representatives, of the one part and Shri...........................son of Shri..................... resident of............................... (Hereinafter called “the owner”), which term shall, unless the context otherwise admits, include his heirs, executors, administrators, legal representatives, nominees and assigns, of the other part.

WHEREAS the owner has a plot of land measuring......................... sq. meters situated at...............................(as specified in Schedule I) duly registered in his own name with the rights, title and interest therein absolutely vesting in him;

AND WHEREAS the owner has requested the builder to build a bungalow on the said piece of land according to the plan approved by the Municipal authorities, of the area;

AND WHEREAS the builder, has agreed to build the desired bungalow.

Now this AGREEMENT is reduced into writing and respective parts thereof shall be performed by the owner and the builder in accordance with the following terms and conditions:

1. The builder will build and complete the bungalow within six months from the date of execution hereof in a thorough manner and with the best material and work as specified in Schedule II hereof on the plot of land belonging to the owner, which is more clearly and precisely described in Schedule I hereof.

2. Subject to the conditions hereinafter contained, the owner will pay to the builder a sum of Rs............................... as cost of labour for construction and all other type of labour, cost of materials, electrical and sanitary fittings, wood work, doors and windows, white-washing, painting and polishing etc., as per specifications of the architect of the owner, which have been given in detail on the approved plan of the bungalow and a photo-copy whereof has already been handed over to the builder, who has received the same and has signed the original sanctioned plan in token of having received a photo copy thereof, in the following manner and at varying stages of the construction:

(a) Construction up to plinth level - Ten per cent of the total contract amount.

(b) Completion of walls up to roof level - Fifteen per cent of the total contract amount.

(c) Completion of roof slab of the entire structure of the bungalow - Thirty percent of the total contract amount.

(d) Fixing of shutters of doors, windows, completion of wooden almirahs, pelmets and all other wood work - Twenty per cent of the total contract amount.

(e) Finishing of the entire construction and fixing of electrical and sanitary fittings- Fifteen per cent of the total contract amount.

(f) After receipt of Completion Certificate from the Municipal authorities -Balance amount of the contract money.

3. The owner shall pay to the builder a sum of Rupees twenty thousand only immediately on execution of this Agreement in the form of earnest money, immediately on receipt whereof, the builder shall procure building materials and start construction work. The said sum of Rupees twenty thousand shall be adjusted by the owner from the last instalment payable to the builder.

4. It is expressly, agreed between the owner and the builder that in respect of the aforesaid payments and in respect of the construction of the bungalow, time is the essence of this agreement.

5. The builder will do and perform all works incidental to the proper execution and completion of the bungalow including all works rendered necessary in consequence of the doing of the works and will supply all the required skilled, semi-skilled and unskilled labour and materials necessary for the same and no additional payment shall be made by the owner to the builder for the same.

6. The builder will permit the owner, his representatives and his architect to have access to the works while the same are under construction and to inspect the same so as to make sure that the construction work is being done according to sanctioned plan and materials are being used as per specifications given by the architect.

7. While the bungalow is in the course of construction and until the owner takes over the same, all materials used or to be used in the construction, shall remain at the builder’s risk and the builder shall not be entitled to any compensation for injury/or loss/or destruction of, such works or materials arising from any cause whatsoever.

8. The owner will not be entitled to take possession of the bungalow until the entire amount is paid within the time stipulated herein above.

9. The owner shall make payments of all the amounts in respect of the said bungalow towards water and electricity deposits etc.

10. It is agreed by the owner that any amount that will be due and payable to the builder as mentioned in this agreement shall be treated as a charge on the bungalow till such time the same is paid in full.

11. If the owner requires any additional or extra items of work to be carried on by the builder in the bungalow, other than the above specified works, the builder should be informed by the owner in advance and the cost and/or difference of cost for such items of work as per rates mutually agreed upon should be paid by the owner to the builder in advance.

SCHEDULE I

Details of the plot of land upon which the bungalow is to be built by the builder for the owner:

Plot No......................... measuring................ sq. metres

Street...........................

Road............................

Bounded on East...........................................................

West...........................................................

North...........................................................

South..........................................................

Within the District of.........................

SCHEDULE II

1. Foundation and Super-structure:Earth digging for foundation up to a depth of six feet. R.C.C., framed structure with R.C.C. foundation columns, beams and slabs all the partition and main walls shall be of 1st quality red bricks in cement mortar, both sides plastered and finished with snowcem painted on outer side and plastic emulsion painted inside

.2. Almirahs, Doors and Windows:

All the almirahs, doors and window frames will be of teak wood and the entire window frames will be of teak board (1/2” thick) covered by kail wood frames. All the doors and window frames will be fixed with M.S. Grills and glazed shutters and wooden plank shutters. All the doors, windows, shutters etc. will be painted with synthetic enamel paint. Drawing-cum-dining room will have a sliding gate.

3. Flooring:

Entire flooring will be laid with light grey colour mosaic tiles with 6” skirting for all the rooms. Bathrooms and toilets will have square while 5" x 5" tiles to a height of seven feet.

4. Electrical Fittings etc.:

Concealed electrical wiring will be done with best quality insulated wires and cables.Light points will be as per the specifications shown in the site plan.

5. Water Supply:

There will be an underground water storage tank which will be 10' x 10' with 4' depth fully water proof coated with a booster pump to lift water to an overhead R.C.C. water tank of similar capacity to be constructed on four R.C.C. columns. A tube well will also be bored and fitted with a booster pump, which may be used as an alternative source of water supply in the event of Municipal Water Supply failure.

6. Kitchen:

Kitchen will be fitted with an exhaust fan of the best available make and suitable for the size of the kitchen to be constructed in the bungalow. White 4" x 4" tiles will be fixed up to a height of 9' on all the walls. There will be raised platform on two sides as shown in the plan with tops fitted with 1/2" thick white marble slabs with a stainless steel sink at the space provided therefore.

IN WITNESS WHEREOF, the parties afore-mentioned have signed this deed in token of acceptance of the terms thereof.

Witnesses:

(1) Name:

Father’s Name:

Address:Signature Owner

(2) Name:

Father’s Name:

Address:

Signature: Builder