EXCLUSIVITY AND NON-COMPETE CLAUSE AGREEMENT
This Exclusivity and Non-Compete Clause Agreement (this "Agreement") is made at Mohali on 2 April 2026.
BETWEEN
Sunrise Mall Developers Private Limited, a company incorporated under the Companies Act, 2013, of SCO 214-215, Sector 34-A, Chandigarh 160022, PAN AAFCS7654P, acting through Ravinder Mohan Sethi, Director (the "Landlord", which expression includes its successors in interest and permitted assigns);
AND
Northline Footwear Retail Private Limited, a company incorporated under the Companies Act, 2013, of Plot No. 9, Industrial Area Phase I, Chandigarh 160002, PAN AAGCN3456R, acting through Ananya Kapoor, Director (the "Tenant", which expression includes its successors in interest and permitted assigns).
The Landlord and the Tenant are each a "Party" and together the "Parties".
RECITALS
A. By a Lease Deed dated 1 April 2026, registered as document No. 4471, Book No. I, in the office of the Sub-Registrar, S.A.S. Nagar (the "Lease Deed"), the Landlord let to the Tenant the premises described in Recital B (the "Premises"), forming part of Sunrise Mall (the "Complex"), situated in the State of Punjab.
B. The Premises are: Unit No. FF-14, First Floor, Sunrise Mall, Sector 66, S.A.S. Nagar (Mohali). The Complex is: An organised shopping mall of approximately 4,20,000 square feet spread over a basement and four floors, comprising approximately 180 retail units, a multiplex and a food court, situated on Plot No. C-2, Sector 66, S.A.S. Nagar (Mohali). Any future phase or extension built on land forming part of the same scheme and held by the Landlord or an affiliate of the Landlord is part of the Complex for this Agreement only if the Landlord gives the Tenant written notice electing to treat it as such..
C. The Tenant has agreed to take the Premises on the Term and Rent stated in the Lease Deed, and to invest in fitting out and operating its business there, on the understanding that the Landlord will not let other space within the area described below to a business that directly competes with it. The Parties wish to record that understanding in this Agreement.
D. This Agreement is supplemental to the Lease Deed and is to be read with it. It grants the Tenant no occupation, right of entry or interest in any part of the Complex beyond what the Lease Deed already grants in the Premises, as clause 7 states.
NOW THIS AGREEMENT WITNESSES as follows.
- 1. DEFINITIONS
1.1 "Competing Business" means: "Competing Business" means any business whose principal activity, measured by floor area devoted to it or by its own trade name, is the retail sale of branded athletic and casual footwear, sportswear or sports equipment, whether under the Tenant's own competing brand or any other.
1.2 "Protected Area" means the whole of the Complex.