HOARDING OR SIGNAGE SPACE LEASE AGREEMENT
BETWEEN
__________, __________, of __________ (the "Lessor", which expression includes its successors in interest and permitted assigns);
AND
__________, __________, of __________ (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
B. Within or upon that building, wall or land, the Lessor has agreed to let to the Lessee, and the Lessee has agreed to take on lease, a defined and exclusively demarcated space described in Clause 1 (the "Site"), for the purpose of erecting and operating a standalone hoarding structure for outdoor advertising, unconnected with any other tenancy.
C. The Parties record the terms of that lease in this Agreement.
NOW THIS LEASE WITNESSES as follows.
- 1. THE SITE AND PERMITTED USE
1.3 The Lessee shall have exclusive possession of the Site for the Term, subject to the Lessor's rights of access under Clause 11.
1.4 The Lessor has no relationship with, and no right against, any advertiser whose content is displayed on the Structure from time to time, and no right to choose or object to a particular advertiser or brand, except as Clause 7.2 (content restrictions) provides.
- 2. TERM AND RENEWAL
- 3. RENT
- 4. SECURITY DEPOSIT
4.2 The Lessor shall refund the security deposit, without interest, within thirty days of the later of the expiry or termination of this Lease and the Lessee vacating the Site and completing its obligations under Clause 17 (Removal and Restoration), less only the reasonable documented cost of Rent or other amounts then due from the Lessee and unpaid, and the reasonable documented cost of anything the Lessee was obliged to do under Clause 17 and did not.
- 5. TAXES
5.1 Every amount payable under this Lease is exclusive of goods and services tax. Where GST is payable on a supply made under this Lease, the recipient shall pay it in addition against a valid tax invoice, and where the recipient is liable to pay it under reverse charge, the recipient shall pay that tax to the Government and issue a self-invoice under Section 31(3)(f) of the CGST Act, 2017.
5.2 The Lessee shall deduct tax at source from the Rent and from every other payment under this Lease from which the Income-tax Act, 1961 requires deduction, at the rate and threshold in force on the date of payment, and shall furnish the Lessor the certificate of deduction the law requires.
- 6. STRUCTURAL SAFETY AND WIND LOAD
6.1 Before erecting the Structure, the Lessee shall, at its own cost, obtain a structural stability certificate from a structural engineer holding a valid licence or registration, confirming that the Site, and the foundation, wall or mounting to which the Structure is fixed, can safely bear the Structure, including the wind and other environmental loads it will face, and shall give the Lessor a copy of it before erection begins.
6.2 The Lessee shall not enlarge the Structure or its display face beyond what the certificate current under this Clause 6 certifies, without a fresh certificate and the Lessor's prior written consent.
6.3 The Lessee shall obtain a fresh structural stability certificate at least once every two years during the Term, and sooner if the Lessor reasonably requires after a visible sign of structural distress, corrosion or damage at the Site, and shall give the Lessor a copy of each.
6.4 The Lessee shall, on any warning of a storm, cyclone or similarly severe weather event issued by a government or meteorological authority for the area in which the Site is situated, take such steps as a reasonably prudent operator of a structure of this kind would take to secure the Structure or reduce the risk it poses, at its own cost.
6.5 The Lessee shall carry out erection, maintenance and removal work in a manner that does not compromise the structure or waterproofing of any building to which the Structure is fixed, and shall make good, at its own cost and promptly on discovery, any damage that work causes.
- 7. DESIGN AND CONTENT
7.2 The Lessee shall not display, or permit to be displayed, on the Structure any content that is unlawful, obscene, defamatory, or that promotes an unlawful activity. Subject to that, the identity of the advertiser and the content of any lawful advertisement displayed on the Structure is a matter entirely for the Lessee's own business, and the Lessor has no right to approve or object to it.
- 8. MUNICIPAL AND OTHER PERMISSIONS
8.1 A hoarding, unipole, billboard or gantry of this kind is commonly regulated by the municipal corporation, municipal council or committee, or other local body having jurisdiction over the Site — under the Punjab Municipal Corporation Act, 1976 or the Punjab Municipal Act, 1911 for a Site in the State of Punjab, and under the Punjab Municipal Corporation Law (Extension to Chandigarh) Act, 1994 for a Site in the Union Territory of Chandigarh — and commonly needs a permission, licence or no-objection certificate from that body, and may attract a fee, a tax, or both. The permission actually required, the authority that grants it and the fee or tax payable on it depend on the local body having jurisdiction over the Site and on the Structure's size, type and location, and this Agreement does not, and cannot, state one procedure or one figure for it.
8.2 The Lessee shall identify the local body having jurisdiction over the Site, and shall apply for, obtain, pay for and keep current, at its own cost, every permission, licence or no-objection certificate that body requires for the Structure, before erecting it, and shall renew each of them for as long as the Structure remains at the Site. The Lessee shall give the Lessor a copy of each such permission on request.
8.3 Where the Lessor holds the Site under an allotment or lease from a development authority, an Estate Officer or another allotting authority, or the Site fronts a public road, the conditions of that allotment or lease, or the road-owning authority's own rules, may separately restrict or prohibit a hoarding. The Lessor shall tell the Lessee in writing of any such condition it is aware of before the Structure is erected, and the Lessee shall comply with a condition it has been told of in this way.
8.4 If a fine, penalty, removal order or other enforcement action is taken against the Structure because it was erected or kept without a permission required under Clause 8.2, or otherwise than in accordance with it, the Lessee shall bear that fine or penalty, shall comply with the enforcement action at its own cost, and shall indemnify the Lessor against it — except to the extent it results from the Lessor's own failure under Clause 8.3.
- 9. INSURANCE AND LIABILITY
9.1 The Lessee shall, at its own cost, insure the Structure against fire, storm and other insurable risks, and shall maintain public liability insurance covering injury to person or damage to property arising from the Structure or its erection, maintenance, operation or collapse.
9.2 Except to the extent caused by the Lessor's own default or negligence, the Lessee shall indemnify the Lessor against loss, damage, injury or a third-party claim arising from the Structure or the Lessee's activities at the Site.
- 10. MAINTENANCE
10.2 If the Structure becomes damaged, defaced, illegible or unsafe and the Lessee does not repair or make it safe within a reasonable time of written notice from the Lessor, or immediately where there is a real risk to safety, the Lessor may, without liability for damage caused by doing so, make it safe or require its removal, and recover the reasonable documented cost from the Lessee.
- 11. ACCESS
11.1 The Lessor shall give the Lessee, and the Lessee's employees and contractors, access to the Site at all reasonable times to erect, maintain and remove the Structure, on reasonable prior notice, save in an emergency.
11.2 The Lessee shall give the Lessor reasonable access to inspect the Site on reasonable prior written notice, save in an emergency.
- 12. LESSOR'S COVENANTS
12.1 The Lessor covenants that it is entitled to let the Site on the terms of this Lease, and that so long as the Lessee pays the Rent and observes its obligations under this Lease, the Lessee may hold and enjoy the Site during the Term without interruption from the Lessor or a person claiming through the Lessor.
- 13. ASSIGNMENT
13.1 The Lessee may, in the ordinary course of its outdoor-advertising business, license, sell or otherwise make available display space on the Structure to any number of advertisers, change the content displayed on it from time to time, and deal with its own advertising clients on whatever terms it chooses, without the Lessor's consent for any of that, and without the Lessor acquiring any relationship with, or right against, those advertisers under this Lease.
13.2 The Lessee shall not assign, sub-let or part with possession of the Site itself, or transfer this Lease, to another person, except with the Lessor's prior written consent, not to be unreasonably withheld, or to a successor that takes over the Lessee's outdoor-advertising business by way of merger, amalgamation, acquisition or scheme of arrangement.
13.3 The Lessor shall not assign its interest as Lessor without giving the assignee written notice of this Lease and procuring the assignee's written undertaking to be bound by it.
- 14. DEFAULT
14.1 The Lessor may terminate this Lease by written notice if the Lessee fails to pay Rent for two consecutive months and does not pay the arrears within fifteen days of a written demand, or if the Lessee commits a material breach of this Lease — including a breach of Clause 6 (Structural Safety and Wind Load), Clause 7.2 (Content) or Clause 9 (Insurance and Liability) — and does not remedy it within thirty days of written notice to do so.
14.2 The Lessee may terminate this Lease by written notice if the Lessor commits a material breach of this Lease, including a breach of Clause 12, and does not remedy it within thirty days of written notice to do so.
- 15. LOCK-IN AND TERMINATION FOR CONVENIENCE
- 16. EFFECT OF EXPIRY OR TERMINATION
16.1 On expiry or earlier termination of this Lease, the Lessee's right to remain at the Site ends, subject only to the removal period in Clause 17.
- 17. REMOVAL AND RESTORATION
17.2 If the Lessee does not do so within that period, the Lessor may remove the Structure, store it at the Lessee's risk and cost, and make good the Site itself or through a contractor, and recover the reasonable documented cost from the Lessee, including from the security deposit.
17.3 This Clause 17 survives the expiry or termination of this Lease.
- 18. FORCE MAJEURE
18.1 Neither Party is liable for a failure to perform an obligation under this Lease, other than an obligation to pay money already due, to the extent that failure is caused by an event beyond that Party's reasonable control, including fire, flood, storm, earthquake, riot, strike or a restraint of a government authority, for so long as that event continues, provided the affected Party gives the other prompt written notice of it.
- 19. STAMP DUTY
- 20. NOTICES
20.1 A notice under this Lease 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.
- 21. GOVERNING LAW AND DISPUTE RESOLUTION
21.1 This Lease is governed by the laws of India as in force at the place where the Site is situated.
- 22. GENERAL
22.1 This Lease is the entire agreement between the Parties about the Site and supersedes every prior discussion about it.
22.2 No amendment to this Lease is effective unless made in writing and signed by both Parties.
22.3 A failure or delay by a Party in enforcing this Lease is not a waiver of it.
22.4 If a provision of this Lease is held invalid or unenforceable, the rest of it continues in effect.
22.5 Nothing in this Lease creates a partnership, joint venture or agency between the Parties, or makes either Party the agent of the other.
FOR THE LESSOR
__________
Signature: ______________________________
Date: ______________________________
FOR THE LESSEE
__________
Signature: ______________________________
Date: ______________________________
WITNESSES