Exclusivity and Non-Compete Clause Agreement (Retail Tenant)

Stamp duty

This Agreement is stamped as an Agreement under Article 5, Schedule 1-A to the Indian Stamp Act, 1899 as applicable to Punjab (Punjab), and under the equivalent Article 5 of the Chandigarh Administration's own stamp schedule (Chandigarh) — not under the Pattanama/Lease article, because clause 7 confirms this Agreement creates no interest in the Premises or in any other part of the Complex, grants the Tenant no right of occupation, entry or exclusive possession of any part of the Complex beyond what the Lease Deed already grants in the Premises, and is a personal promise between the Landlord and the Tenant about how the Landlord will deal with other space. Neither the Punjab Department of Revenue, Rehabilitation and Disaster Management's own "Document wise detail of Stamp Duty, Registration Fee and Facilitation charges" table (revenue.punjab.gov.in, checked 18 September 2026) nor the Chandigarh Sub-Registrar's own stamp duty and registration fee table (revenue.chd.gov.in, checked 18 September 2026) lists a plain Agreement by name — both list only the major named instruments (Sale/Gift, Pattanama/Lease, Power of Attorney, Will, Partnership Deed, Family Settlement, and so on) — so the Article 5 figure that applies to this Agreement is not in either ready reckoner and has to be confirmed before the stamp is bought: at the Stock Holding Corporation of India Limited e-stamp counter in Punjab, or at the Sub-Registrar's counter, 30 Bays Building, Sector 17 in Chandigarh. Real risk: if this Agreement is read as itself creating a restrictive covenant or negative easement that runs with the Landlord's title — binding a future purchaser or mortgagee of the complex, not merely the Landlord personally — a Collector could take the view that it creates an interest in immovable property and charge duty accordingly rather than the flat Agreement duty. Clause 7 exists to keep this Agreement on the personal-promise side of that line: it binds the Landlord and, under clause 8, a person the Landlord expressly assigns the Complex to with notice of this Agreement, but it does not purport to bind every future owner of the Complex as a matter of property law. If the Tenant wants a promise that runs with the land and binds every successor in title without more, that is a different and more involved instrument — a registered restrictive covenant or an easement — and is outside what this Agreement is drafted to do; see lawyerShouldCheck. Stamp each counterpart; e-stamp through the Stock Holding Corporation of India Limited in Punjab, or buy stamp paper from a licensed vendor or the State Bank of India Treasury Branch, Sector 17 in Chandigarh for the higher values.

Registration

Not compulsorily registrable as drafted. Section 17(1)(b) of the Registration Act, 1908 catches an instrument creating, declaring, assigning, limiting or extinguishing an interest in immovable property worth more than Rs 100, and Section 17(1)(d) catches a lease of the kind described there; this Agreement grants no lease, no easement and no proprietary interest of any kind (clause 7), binding the Landlord only personally and, under clause 8, a person the Landlord expressly assigns the Complex to with notice of this Agreement, so neither paragraph reaches it as drafted. The real risk sits with how this Agreement is actually used rather than with its text. A promise drafted to run with the Landlord's title and bind every successor in interest without more — as opposed to the personal promise this Agreement gives — would be a restrictive covenant or negative easement affecting immovable property, and Section 17(1)(b) would then very plausibly reach it, at which point it would also need to be registered to be effective against a subsequent transferee under Section 49 of that Act. This Agreement does not attempt that; if the commercial deal genuinely requires it, that is a separate, registered instrument and a different exercise from this one. If the Parties choose to register this Agreement out of caution, or a lender or an incoming anchor tenant's counsel asks for that, present it in Punjab to the Sub-Registrar of the tehsil in which the Complex lies, via igrpunjab.gov.in, and in Chandigarh to the Sub-Registrar, 30 Bays Building, Sector 17, via revenue.chd.gov.in, within four months of signature under Section 23 of the Registration Act, 1908 (a further four months on a fine of up to ten times the registration fee, under Section 25).

Notarisation

Not required to give this Agreement effect, and does not cure a registration defect. Use a notary for the papers around it instead — a board resolution or authority letter for whoever signs, or a power of attorney used to sign this Agreement, which under Section 33 of the Registration Act, 1908 needs authentication (by the registering officer, a magistrate, or, if executed abroad, a notary followed by consular attestation) before this Agreement is signed, not after.

Witnesses

No statute requires this Agreement to be witnessed, because it is not ordinarily presented for registration. Given what it promises and what it is meant to be relied on for, two witnesses — adults, not the Parties or their signatories — remain good practice, and the signature block provides for them. If the Parties do register this Agreement, the same rule the Lease Deed is registered under then applies: in Chandigarh, under paragraph 127 of the Punjab Registration Manual, the first witness must be known to the Sub-Registrar — in the sectors, in practice a councillor, a gazetted officer or an advocate — and the two witnesses known to each other; in Punjab, two identifying witnesses with photo ID are needed, captured in NGDRS.