BUILT-TO-SUIT LEASE AGREEMENT
This Built-to-Suit Lease Agreement (this "Deed") is made at __________ on __________.
BETWEEN
__________, __________, of __________, PAN __________ (the "Lessor", which expression includes its successors in interest and permitted assigns);
AND
__________, __________, of __________, PAN __________ (the "Lessee", which expression includes its successors in interest and permitted assigns).
The Lessor and the Lessee are each a "Party" and together the "Parties".
RECITALS
A. The premises, or the site on which they are to be built, described in Schedule I are referred to in this Deed as the "Premises". The Premises are situated at __________, in __________. The Lessor is __________.
B. The Lessee has requested that the Lessor construct the Premises to the Lessee's own specification and let them to the Lessee for its business, and the Lessor has agreed to construct the Premises in accordance with the Agreed Specifications and to grant a lease of them on the terms set out below, in exchange for the Lessee's commitment to the Term.
C. The Parties intend this Deed to create a lease within the meaning of s.105 of the Transfer of Property Act, 1882, transferring to the Lessee the right to exclusive possession of the Premises for the Term, and not a licence.
D. The Term of this lease exceeds one year and reserves a yearly rent. The Parties accordingly execute this Deed as a registered instrument, as s.107 of the Transfer of Property Act, 1882 requires, and shall have it registered under s.17(1)(d) of the Registration Act, 1908.
E. Three provisions of this Deed each identify the place in which the Premises lie — Recital A and Schedule I, the stamp duty computation in clause 26.2, and the rent statute identified in clause 28.1. The Parties confirm that they have read those three provisions together before executing this Deed and that each of them describes the same jurisdiction, and they acknowledge that a deed which names one jurisdiction in Schedule I and another in the stamp clause will be refused at the registering office.
F. The Parties record that the Lessor's obligation to construct the Premises in accordance with the Agreed Specifications by the Target Completion Date is fundamental to this Deed, that the Lessee has agreed to commit to the Term and the Rent on the faith of that obligation being performed, and that the remedies in the Construction Delay clause are agreed as adequate compensation for a breach of it, without prejudice to any other right or remedy the Lessee has in law.
NOW THIS DEED WITNESSES as follows.
- DEFINITIONS
1.1 "Commencement Date" has the meaning given in clause 2.3.
1.2 "Target Completion Date" means __________, the date by which the Lessor shall complete construction of the Premises in accordance with Schedule II and hand them over to the Lessee.
1.4 "Expiry Date" means __________, subject to clause 2.3.
1.5 "Term" means the period from the Commencement Date to the Expiry Date.
1.6 "Rent" means the monthly rent stated in the Rent clause, as escalated from time to time under this Deed.
1.7 "Security Deposit" means the deposit stated in the Security Deposit clause, as topped up under this Deed.
1.8 "Agreed Specifications" means the specifications and scope of construction set out in Schedule II, together with the drawings and specification annexure initialled by both Parties.
1.9 References to a statute are to that statute as amended or re-enacted, and include a statute as extended to the place where the Premises are situated. Headings do not affect interpretation. The singular includes the plural.
- GRANT AND TERM
2.1 The Lessor grants to the Lessee, and the Lessee takes, a lease of the Premises for a term of __________ years (the "Term"), with the right to exclusive possession of the Premises for the Term, subject to this Deed and to clause 2.3.
2.2 The Premises admeasure approximately __________ square feet of __________.
2.3 __________
2.4 Where the Lessor holds the Premises under a lease or sub-lease of its own, the Lessor warrants that the unexpired residue of that lease or sub-lease at the Commencement Date exceeds the Term, and that nothing in it prevents the grant of this lease or the construction this Deed commits the Lessor to. This lease determines with the head lease out of which it is granted, and the Lessor shall do nothing to bring that head lease to an end during the Term.
- CONSTRUCTION OF THE PREMISES
3.1 The Lessor shall, at its own cost save as stated in the Cost of Construction clause, design and construct the Premises strictly in accordance with the Agreed Specifications, using good quality materials and workmanship, and in compliance with the National Building Code, the applicable municipal building byelaws, fire safety norms and every other law that applies to the construction.
3.2 The Lessor shall obtain, in its own name, the sanctioned building plan and every consent, no-objection and approval that constructing the Premises to the Agreed Specifications requires, and the completion or occupation certificate before handover, and shall bear the cost and the responsibility of obtaining each of them.
3.3 The Lessor shall engage contractors, consultants and a project manager competent to construct the Premises to the Agreed Specifications, and remains responsible to the Lessee for their work as if it were its own.
3.4 The Lessee may, on reasonable prior notice, visit the site during construction to observe progress, in addition to the milestone inspections under the Inspection and Milestones clause, without thereby taking on any responsibility for the construction or any liability of the Lessor's contractors.
3.5 A change to the Agreed Specifications requested by the Lessee is a variation, is not effective unless confirmed in writing by both Parties stating its effect on cost under the Cost of Construction clause and on the Target Completion Date, and the Lessor shall not unreasonably withhold agreement to a variation that does not affect the structure, a statutory approval already obtained, or a milestone already passed.
3.6 The Lessor shall deliver possession of the Premises to the Lessee on the Commencement Date, with sanctioned electricity and water connections available and the building's common services operational. The Parties shall sign a joint inspection record on the Commencement Date recording whether the Premises conform to the Agreed Specifications, which shall be annexed to and form part of Schedule II.
- INSPECTION AND MILESTONES
4.1 The stages at which the Lessee may inspect the construction against the Agreed Specifications, and the date or period by which the Lessor shall reach each stage, are set out in Schedule III.
__________
4.2 The Lessor shall give the Lessee at least __________ days' written notice before each milestone inspection date in Schedule III becomes due, and shall afford the Lessee's representative access to the site to inspect the work reached by that stage.
4.3 If the Lessee's representative considers that the work at a stage does not conform to the Agreed Specifications, the Lessee shall notify the Lessor in writing, describing the non-conformance, within seven days of the inspection. The Lessor shall rectify a non-conformance so notified within __________ days, or such longer period as the nature of the rectification reasonably requires and the Lessor notifies the Lessee in writing. A stage the Lessee does not inspect, or does not notify a non-conformance on within that seven days, is not thereby deemed to conform, and the Lessee's rights at the final handover inspection under clause 3.6 are not affected by its having inspected or not inspected an earlier stage.
4.4 Time spent by the Lessor in rectifying a non-conformance notified under clause 4.3 is not, of itself, an extension of the Target Completion Date; the Construction Delay clause applies to the Target Completion Date without regard to the cause of any delay, except as that clause itself provides.
- CONSTRUCTION DELAY
5.1 __________
5.2 If the delay in handover beyond the Target Completion Date exceeds __________ days, the Lessee may terminate this Deed by written notice to the Lessor at any time before handover, without prejudice to the compensation already accrued under clause 5.1 to the date of termination. On such termination, the Lessor shall refund the Security Deposit and any Rent or other sum already paid, in full, within the days stated in the Security Deposit clause, and neither Party has any further claim against the other under this Deed save for compensation already accrued.
5.3 Clauses 5.1 and 5.2 do not apply to a delay caused by an event within the Force Majeure clause, or by the Lessee's own default under the Inspection and Milestones clause or the Cost of Construction clause, and the Target Completion Date is extended by the period of that delay instead.
- COST OF CONSTRUCTION
6.1 __________
6.2 The cost of a variation confirmed under clause 3.5 is payable by the Party it is stated to fall on, on the terms stated in that confirmation, and is without prejudice to clause 6.1 for the balance of the construction.
- RENT
7.1 The Lessee shall pay the Lessor a monthly rent of __________ for the Premises, in advance, on or before day __________ of each calendar month, from the Rent Commencement Date. Rent for part of a month is payable pro rata.
7.2 "Rent Commencement Date" means the Commencement Date, unless a rent-free fit-out period is stated in this clause, in which case it means the date stated there.
7.3 Rent shall be paid by electronic transfer to the Lessor's bank account, or to such other account in the Lessor's name as the Lessor notifies in writing at least fifteen days in advance.
7.4 __________. Any escalation under this clause is calculated on the Rent payable immediately before the increase, is measured from the Rent Commencement Date, takes effect from the first day of the month following completion of the relevant period, and the escalated amount is then the Rent for all purposes of this Deed.
7.5 The annual average rent reserved by this Deed, being the average yearly rent over the Term stated in this Deed after taking every escalation under clause 7.4 into account, is __________. That figure is the base on which stamp duty on this Deed is computed under the Stamp Duty and Registration clause.
7.6 If Rent or any other sum due under this Deed is not paid within seven days of its due date, the Lessee shall pay interest at __________ on the overdue amount from the due date until payment. Payment of interest does not cure a default.
- SECURITY DEPOSIT
8.1 The Lessee shall pay the Lessor, on or before the Commencement Date, __________ as an interest-free refundable security deposit. Delivery of possession is conditional on receipt of the Security Deposit.
8.2 The Security Deposit secures the Lessee's obligations under this Deed. The Lessor may deduct from it only: unpaid Rent; unpaid maintenance, utility or other charges the Lessee owes under this Deed; the reasonable documented cost of making good damage to the Premises caused by the Lessee, fair wear and tear excepted; amounts payable by the Lessee on early termination under the Lock-in clause; the reasonable documented cost of any reinstatement, removal or make-good the Lessee was obliged to carry out under the Expiry and Reinstatement clause and did not; any misuse charge, change-of-use charge, composition fee or penalty lawfully levied on the Premises because of the Lessee's own use or occupation; and any statutory dues that the Lessee was liable to pay and did not.
8.3 The Lessor shall refund the Security Deposit, less permitted deductions supported by a written statement, within __________ days of the later of handover of vacant possession and settlement of final utility and maintenance bills. Where practicable, handover of the Premises and refund of the Security Deposit shall be simultaneous. Clause 5.2 states when the Security Deposit is refundable in full before the Lessee ever takes possession.
8.4 If the refund is delayed beyond that period, the Lessor shall pay interest at __________ on the unrefunded amount, and the Lessee may remain in occupation until refund, while continuing to pay the Rent last payable, without that occupation being treated as holding over. That right to remain in occupation lasts for no more than thirty days after the end of the refund period in clause 8.3, and the Holding Over clause applies to any occupation after that.
8.5 The Lessee shall not adjust the Security Deposit against Rent without the Lessor's written consent.
8.6 Within thirty days of each escalation of Rent, the Lessee shall top up the Security Deposit so that it continues to represent the same number of months' Rent as it did on the date of this Deed. An escalation taking effect under clause 7.4, and a top-up paid under this clause, are not an amendment of this Deed for the purposes of clause 30.2 and require no supplementary instrument: the escalation formula and this top-up obligation are already contained in this registered Deed, and the annual average rent stated in clause 7.5 already reflects every escalation under clause 7.4. The Parties note that for premises in the Union Territory of Chandigarh stamp duty is charged on the refundable security deposit, never on advance rent (verified at the Sub-Registrar, SAS Nagar (Mohali), September 2026), as well as on the rent, and that whether the registering office treats an increased deposit as attracting further duty on the increment is a point to be confirmed at that office before the first top-up is paid.
- TAXES
9.1 GST: __________.
9.2 The Parties acknowledge that renting immovable property for use in the course or furtherance of business is a supply of service under GST law. Where the Lessor is registered under GST, the Lessor shall raise a proper tax invoice for each month, report it correctly in its returns and pay the tax, so that the Lessee may take input tax credit where available; if credit is denied to the Lessee because the Lessor failed to do so, the Lessor shall reimburse the Lessee that amount. Where the Lessor is not registered under GST and the Lessee is registered, the Parties acknowledge that tax on the renting of commercial immovable property is payable by the Lessee under the reverse charge mechanism as notified from time to time, subject to the exclusions in that notification, and in that case no GST is payable to the Lessor on the Rent. Where tax on the Rent is payable by the Lessee under the reverse charge mechanism, that tax is payable by the Lessee in addition to the Rent, and the inclusive basis in clause 9.1 does not apply to it.
9.3 TDS: The Lessee shall deduct tax at source on the Rent under s.194-I of the Income-tax Act, 1961 where the rent payable attracts deduction under that section, deposit it within the prescribed time, file the return and furnish Form 16A to the Lessor. Tax so deducted and deposited is treated as payment of Rent to that extent, and the Lessor shall not treat the deduction as a default. Where GST is charged and shown separately on the invoice, deduction shall be made on the amount excluding that tax, in accordance with the guidance in force. If a higher rate applies for want of a valid PAN under s.206AA of that Act, the resulting shortfall is the Lessor's burden.
9.4 Municipal property tax and any other levy assessed on the ownership of the Premises shall be borne by __________. Ground rent payable to an allotting authority on a leasehold site, and any instalment of the premium or consideration money for the site, remain payable by the Lessor whatever this clause says about property tax.
9.5 Any new tax, cess or levy imposed on this letting after the date of this Deed shall be borne by the Party on whom the law imposes it, unless this Deed provides otherwise.
- MAINTENANCE CHARGES AND UTILITIES
10.1 The Lessee shall pay for electricity, water, telecommunications, internet, diesel generator back-up and other utilities consumed at the Premises, as metered or fairly apportioned, directly to the supplier or to the building's maintenance agency, and shall produce receipts on request.
10.2 Save as expressly provided in this clause, the Rent is not subject to any further maintenance charge payable to the Lessor.
10.3 The Lessee may apply for a separate meter or an enhanced sanctioned load for the Premises; the Lessor shall sign the consents required from the owner, at the Lessee's cost, and shall not unreasonably delay doing so. Utility deposits paid by the Lessee remain refundable to the Lessee.
10.4 Utility and maintenance dues relating to the period before the Commencement Date are the Lessor's liability, and the Lessor shall clear them.
- PERMITTED USE, THE ALLOTTING AUTHORITY AND COMPLIANCE
11.1 The Lessee shall use the Premises only for __________, and for no other purpose without the Lessor's prior written consent.
11.2 The Lessor confirms, and the Lessee acknowledges, the following about the Lessor's holding of the Premises and the conditions attaching to it, including to the construction this Deed commits the Lessor to. __________
11.3 The Lessor shall make available to the Lessee copies of the sanctioned building plan, the completion or occupation certificate once issued, the allotment letter, lease deed or conveyance deed for the Premises, and the current property tax receipts, and shall not do anything within its control that renders the permitted use unlawful.
11.4 The Lessee shall obtain and maintain at its own cost every registration, trade licence, fire safety approval, pollution control consent, health approval and other permission its business at the Premises requires. The Lessor shall sign any consent, no-objection or application form required from the owner for those approvals, at the Lessee's cost, and shall not unreasonably delay or refuse.
11.5 The Lessee shall not use the Premises for any unlawful, hazardous or nuisance-causing activity, shall not store hazardous or prohibited goods except as the permitted use requires and the law allows, and shall observe the building's rules notified to it in writing.
11.6 The Lessee shall not do anything that would amount to a misuse of the Premises under the conditions of the allotment or lease recited in clause 11.2, or under the building byelaws applying to the Premises, and shall indemnify the Lessor against any misuse charge, change-of-use charge, composition fee, penalty, cancellation or resumption proceeding lawfully brought about by the Lessee's own use or occupation of the Premises. That indemnity extends only to a charge or penalty that is lawfully leviable in respect of the Premises under the conditions and the rules recited in clause 11.2, and clause 11.2 is not an admission by the Lessee that any particular charge is leviable. If the Lessor receives a show cause notice on that account, it shall give the Lessee a copy within seven days, and the Lessee may reply to it, contest whether the charge is leviable at all, and conduct the defence at its own cost.
- THE LESSEE'S OWN FIT-OUT, ALTERATIONS AND SIGNAGE
12.1 The Lessee may carry out further internal, non-structural fit-out and alterations over and above the Agreed Specifications, at its own cost, with the Lessor's prior written consent, which shall not be unreasonably withheld or delayed. The Lessee shall not alter the structure, external facade, columns or load-bearing elements, and shall comply with fire and building regulations and obtain any approval required.
12.2 The Lessee shall not sub-divide, fragment, partition or amalgamate the Premises, or any part of them, with any adjoining premises.
12.3 The Lessee's trade fixtures, equipment, furniture and fit-out installed under this clause remain its property throughout the Term and do not vest in the Lessor by reason of being affixed, subject only to the Expiry and Reinstatement clause.
12.4 The Lessee may display its name, logo and branding at the entrance to the Premises and at the building's designated signage location, subject to municipal approval and the building's rules, and shall remove them on handover and make good.
- REPAIRS
13.1 The Lessor shall keep in good repair, at its own cost, the structure, roof, external walls, columns, foundations, water-proofing, common areas, lifts and common services, and shall remedy any latent defect in construction and any defect existing at the Commencement Date. The Lessor shall carry out such repair within thirty days of written notice, or immediately in an emergency. If the Lessor fails to do so, the Lessee may carry out the repair and set off the reasonable documented cost against Rent, up to one month's Rent for any one instance, after giving the Lessor a further seven days' written notice.
13.2 The Lessee shall keep the interior of the Premises, its own fit-out, fixtures, glass and installations in good repair and condition, shall keep the Premises clean, and shall make good damage it or its employees, contractors or visitors cause, fair wear and tear excepted.
- INSURANCE
14.1 The Lessor shall insure the building and the structure of the Premises against fire and special perils for their reinstatement value, and shall keep that cover in force for the Term.
14.2 The Lessee shall insure its own fit-out, stock, contents and equipment, and shall maintain public liability cover appropriate to its business. Each Party shall produce evidence of its cover on the other's written request.
14.3 Neither Party shall do anything at the Premises that voids or prejudices the other's insurance.
- LESSOR'S COVENANTS
15.1 The Lessor has good title to, or authority over, the Premises and full power to construct the Premises as this Deed commits it to and to grant this lease, and there is no subsisting agreement, encumbrance, allotment condition or proceeding that prevents the Lessee's quiet enjoyment.
15.2 So long as the Lessee pays the Rent and observes this Deed, the Lessee shall peacefully hold and enjoy the Premises for the Term without interruption by the Lessor or anyone claiming through it.
15.3 The Lessor shall pay its own outgoings, ground rent, allotment instalments, society dues and loan instalments so that the Lessee's possession is not disturbed, and shall inform the Lessee of any mortgage or charge on the Premises created before or during the Term.
15.4 The Lessor and its representatives may enter the Premises to inspect or repair at reasonable times on forty-eight hours' prior written notice, or without notice in an emergency, causing as little disturbance to the Lessee's business as possible.
15.5 The Lessor may transfer the reversion, but shall procure that the transferee assumes this Deed, including the Construction, Inspection and Milestones and Construction Delay clauses to the extent not yet performed, in writing and receives the Security Deposit, and shall notify the Lessee of the transfer.
- LESSEE'S COVENANTS
16.1 The Lessee shall pay the Rent and all other sums when due, use the Premises only as permitted, comply with applicable law in the conduct of its business, permit inspection as provided above, and not part with possession except as this Deed allows.
16.2 The Lessee shall not do anything that creates a charge or encumbrance on the Premises, and shall not claim any right in the Premises beyond the leasehold interest granted by this Deed.
- ASSIGNMENT AND SUB-LETTING
17.1 __________.
17.2 Any assignment, sub-letting, franchising or parting with possession that this clause does not permit is void as against the Lessor and is an event of default. Where the conditions of an allotment or lease recited in clause 11.2 require the allotting authority's prior written permission for a sub-letting or a parting with possession, no consent given by the Lessor under this clause takes effect until that permission is obtained.
17.3 A change in the shareholding or constitution of the Lessee that does not alter its legal identity is not an assignment for the purposes of this clause.
- LOCK-IN, NOTICE AND TERMINATION
18.1 Neither Party may terminate this Deed before the expiry of the Term except as this clause, the Construction Delay clause, the Default clause or the Damage, Destruction and Force Majeure clause allows.
18.2 After the expiry of any lock-in period stated in this clause, either Party may terminate this Deed for convenience by giving the other __________ months' prior written notice, or by paying Rent for the unexpired part of that notice in lieu.
18.3 Notice under this clause is different from any lock-in: the lock-in bars termination for a period, while notice governs how a permitted termination is given.
18.4 Termination does not affect rights or liabilities accrued before it, and the Lessee shall hand over the Premises in accordance with the Expiry and Reinstatement clause.
18.5 The notice periods in this Deed apply in place of the periods in s.106 of the Transfer of Property Act, 1882, which apply only in the absence of a contract to the contrary. This clause is subject to the Applicable Rent Law clause.
- DEFAULT AND RE-ENTRY
19.1 Each of the following is a default by the Lessee: Rent or other sums remaining unpaid for thirty days after written demand; breach of a material term not remedied within thirty days of written notice; an admitted petition for insolvency, winding up or liquidation of the Lessee that is not withdrawn or stayed within sixty days; abandonment of the Premises for sixty consecutive days without notice; or an assignment or sub-letting in breach of this Deed.
19.2 On a default by the Lessee that continues, the Lessor may terminate this Deed by fifteen days' written notice and recover possession, without prejudice to its right to recover arrears and damages.
19.3 The Lessor shall recover possession only in accordance with law, and where the Applicable Rent Law clause requires possession to be recovered through a statutory forum, only through that forum. The Lessor shall not take forcible possession of the Premises, lock out the Lessee, remove its goods or disconnect electricity, water or other services otherwise than by due process.
19.4 Each of the following is a default by the Lessor: failure to complete construction by the Target Completion Date beyond the period stated in the Construction Delay clause, without the Lessee having exercised its right to terminate under that clause; failure to carry out a structural repair within thirty days of written notice; disturbance of the Lessee's quiet enjoyment; the determination of any head lease out of which this lease is granted, otherwise than because of the Lessee's own default; or an encumbrance, allotment condition or proceeding that materially affects the Lessee's possession. On such a default that is not remedied within thirty days of written notice, the Lessee may terminate this Deed by thirty days' written notice, and in that event the Security Deposit is refundable in full and no early-exit compensation is payable.
- RENEWAL
20.1 Except as stated in this clause, the Lessee has no right to renew or extend this lease, and this Deed ends on the expiry of the Term.
- EXPIRY, REINSTATEMENT AND HANDOVER
21.1 On expiry or earlier termination, the Lessee shall hand over vacant and peaceful possession of the Premises to the Lessor in good condition, fair wear and tear excepted, together with all keys, access cards and the Lessor's fixtures.
21.2 Reinstatement: __________.
21.3 The Lessee shall clear all utility, maintenance and statutory dues relating to its occupation up to the date of handover and produce the final bills and receipts.
21.4 Anything the Lessee leaves at the Premises more than fifteen days after handover may, after written notice to the Lessee, be removed and disposed of by the Lessor at the Lessee's cost.
- HOLDING OVER
22.1 Subject to clause 8.4, if the Lessee remains in occupation after expiry or termination without a fresh registered lease, it does so as a tenant at sufferance. The Parties record that such occupation is not with the Lessor's assent and is not a holding over with assent within the meaning of s.116 of the Transfer of Property Act, 1882.
22.2 For each month or part of a month of such occupation the Lessee shall pay __________ as mesne profits, and neither the demand for nor the acceptance of that amount shall create a fresh tenancy, extend the Term or amount to assent to continued occupation. This clause does not apply to occupation permitted by clause 8.4 pending refund of the Security Deposit, for which the Lessee shall pay the Rent last payable, and which is not an assent by the Lessor to continued occupation for the purposes of s.116 of the Transfer of Property Act, 1882.
22.3 This clause does not limit the Lessor's right to recover possession in accordance with law, and is subject to the Applicable Rent Law clause.
- DAMAGE, DESTRUCTION AND FORCE MAJEURE
23.1 If the Premises are destroyed or rendered substantially unfit for the permitted use by fire, flood, earthquake, tempest, civil commotion or other event not caused by the Lessee, the Rent and maintenance charges abate proportionately from the date of the event until the Premises are again fit for use. If they are not made fit within ninety days, either Party may terminate this Deed by written notice, in which case the Security Deposit is refundable in full, less only Rent, maintenance charges and utility dues already accrued and unpaid at the date of termination, and no early-exit compensation is payable. This is in addition to the Lessee's right under s.108(B)(e) of the Transfer of Property Act, 1882.
23.2 Neither Party is liable for failure to perform an obligation, other than an obligation to pay money already accrued, where the failure is caused by an event beyond its reasonable control, including an event that delays construction. The affected Party shall notify the other within seven days and use reasonable efforts to resume performance, and clause 5.3 states how such an event affects the Target Completion Date.
- INDEMNITY AND LIABILITY
24.1 The Lessee shall indemnify the Lessor against claims, losses, penalties and reasonable legal costs arising from its use or occupation of the Premises, the acts or omissions of its employees, contractors and visitors, and its breach of this Deed.
24.2 The Lessor shall indemnify the Lessee against claims, losses and reasonable legal costs arising from a defect in the Lessor's title or authority, a defect in the construction of the Premises or its non-conformance with the Agreed Specifications, a prior encumbrance, the determination of any head lease out of which this lease is granted, a breach by the Lessor of the conditions of any allotment or lease under which it holds the Premises, dues relating to the Lessor's ownership, or its breach of this Deed.
24.3 Neither Party is liable to the other for indirect or consequential loss, or for loss of profit, except in respect of sums expressly payable under this Deed.
- CONFIDENTIALITY
25.1 Each Party shall keep the commercial terms of this Deed confidential, except that either may disclose them to its professional advisers, auditors, lenders and group companies, and where disclosure is required by law, by a regulator, by an allotting authority, or for stamping, registration or the enforcement of this Deed.
- STAMP DUTY AND REGISTRATION
26.1 The Term of this lease exceeds one year and reserves a yearly rent. This lease must therefore be made by a registered instrument under s.107 of the Transfer of Property Act, 1882 and is compulsorily registrable under s.17(1)(d) of the Registration Act, 1908. The Parties record that an unregistered lease of that kind is inadmissible in evidence to prove the tenancy under s.49 of that Act, save to the extent that section permits, and would leave the Lessee with a monthly tenancy at best.
26.2 The Premises are in __________. The annual average rent for that computation is the figure stated in clause 7.5. The Parties record that the rate stated above is the rate the department concerned publishes in the table named, that the table carries no date and no notification number on its face, and that the rate which governs this Deed is the rate in force at the registering office on the day the stamp is purchased. __________ shall bear the stamp duty, the registration fee, the pasting fee, any facilitation charge and the incidental charges of registration.
26.3 The Parties shall present this Deed for registration before the __________ within four months of the date of execution, as s.23 of the Registration Act, 1908 requires; s.25 allows the Registrar to condone a further period of up to four months on payment of a fine of up to ten times the registration fee. Both executants, or their power-of-attorney holders authenticated under s.33, shall attend in person with photographs, proof of identity and PAN, and shall co-operate in completing registration. Where the Premises are owned by more than one person, every co-owner must execute this Deed and appear before the registering officer, in person or through an attorney authenticated under s.33; a co-owner who does neither is not an executant under ss.32 and 34 of that Act and is not bound by this Deed.
26.4 Two witnesses shall attest this Deed and shall attend the registering office with the executants. The Parties note that at the office of the Sub-Registrar, Union Territory of Chandigarh the first witness must qualify under para 127 of the Punjab Registration Manual and be known to the registering officer, that both witnesses must be known to each other, and that photographs of the executants and claimants are affixed on the deed itself there.
26.5 Neither Party shall dispute the validity of this Deed on the ground of insufficient stamping or non-registration where that state of affairs results from its own failure to perform this clause. If the registering officer or the Collector assesses a deficiency in stamp duty, the Party bearing the duty under clause 26.2 shall pay the deficiency and any penalty and shall obtain the Collector's certificate.
26.6 This Deed is executed in duplicate, or in such greater number of copies as the registering office requires. The Parties note that the Chandigarh registration checklist calling for a lease deed in duplicate speaks to freehold urban property, and that a Chandigarh commercial site is commonly held on lease from the Administration rather than in freehold, so the number of copies required for a lease or sub-lease of such a site is to be confirmed at the registering office when the appointment is booked. The registering officer returns the registered document to the person who presented it, so the Parties shall agree before the appointment who presents it and who collects it, and shall have a certified copy issued under s.57 of the Registration Act, 1908 for the other Party. Whether the duplicate or counterpart itself attracts stamp duty, and at what rate — the instrument to ask about being the counterpart or duplicate article, Article 25 of Schedule I-A to the Indian Stamp Act, 1899 as applicable — shall be confirmed at the registering office before the duplicate is engrossed.
- NOTICES
27.1 Notices under this Deed shall be in writing and delivered by hand against acknowledgment, or by registered post or reputed courier with proof of delivery, to the Lessor at __________ and to the Lessee at __________, or to such other address as a Party notifies in writing.
27.2 Email is sufficient for routine correspondence, but a notice of termination, default or renewal must be given by hand, registered post or courier. A notice is deemed received on the date of delivery, or on the fifth day after posting by registered post, whichever is earlier.
- APPLICABLE RENT LAW
28.1 __________
28.2 Nothing in this Deed excludes, and neither Party is to be taken to have waived, any right or protection conferred by the rent statute identified in clause 28.1. Where clause 28.1 records that a rent statute governs this tenancy and that statute requires possession to be recovered on a statutory ground before a statutory forum, the Lock-in, Default, Expiry and Reinstatement and Holding Over clauses of this Deed operate as between the Parties but do not entitle the Lessor to recover possession otherwise than through that forum.
28.3 A dispute about recovery of possession that a rent statute reserves to the Rent Controller or to the Rent Authority is not referable to arbitration, and the Dispute Resolution clause does not purport to refer it.
28.4 Where clause 28.1 records that no rent statute governs this tenancy, clauses 28.2 and 28.3 have nothing to operate on, and possession is recoverable by an ordinary civil suit as clause 28.1 states.
- DISPUTE RESOLUTION AND GOVERNING LAW
29.1 The Parties shall first attempt to resolve any dispute by discussion between their authorised representatives within thirty days of written notice of the dispute.
29.2 __________.
29.3 The seat and venue of any arbitration under this Deed, and the place of any court proceedings, is __________, and the courts at __________ have exclusive jurisdiction, subject to any arbitration agreed above, to the Applicable Rent Law clause, and to any statutory bar on the jurisdiction of the civil court.
29.4 This Deed is governed by the laws of India as in force at the place where the Premises are situated.
- GENERAL
30.1 This Deed, with its Schedules, is the entire agreement between the Parties about the Premises and their construction, and supersedes all prior discussions, term sheets and letters of intent.
30.2 No amendment is effective unless made in writing and signed by both Parties; an amendment to the Rent, the Term or the extent of the Premises shall be made by a supplementary deed, duly stamped and registered. Clause 8.6 records what is not an amendment for this purpose, and clause 2.3 records how a delayed Actual Handover Date is recorded without amendment.
30.3 A failure or delay in enforcing a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.
30.4 If any provision is held invalid or unenforceable, the rest of this Deed continues in effect, and the Parties shall replace that provision with a valid one of the nearest effect.
30.5 Nothing in this Deed creates a partnership, joint venture or agency between the Parties.
30.6 The clauses on Construction, Inspection and Milestones, Construction Delay, Cost of Construction, Security Deposit, Taxes, Permitted Use, Expiry and Reinstatement, Holding Over, Indemnity, Confidentiality, Stamp Duty and Registration, Applicable Rent Law, and Dispute Resolution survive the expiry or termination of this Deed.
SCHEDULE I — THE PREMISES
__________, situated at __________, in __________, admeasuring approximately __________ square feet of __________.
Boundaries and the site plan of the Premises are as shown in the plan annexed to this Deed and initialled by both Parties.
SCHEDULE II — AGREED SPECIFICATIONS AND SCOPE OF CONSTRUCTION WORKS
__________
The joint inspection record signed by the Parties on the Commencement Date under clause 3.6 forms part of this Schedule.
SCHEDULE III — CONSTRUCTION TIMELINE AND INSPECTION MILESTONES
The milestone schedule set out in clause 4.1 above forms this Schedule.
IN WITNESS WHEREOF the Parties have executed this Deed at __________ on __________.
SIGNED AND DELIVERED by the LESSOR
__________
PAN: __________
Signature: ______________________________
SIGNED AND DELIVERED by the LESSEE
__________
PAN: __________
Signature: ______________________________
WITNESSES
- __________
__________
Signature: ______________________________
- __________
__________
Signature: ______________________________