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REVENUE SHARE LEASE DEED

This Revenue Share Lease Deed (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 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 a lease of the Premises for its business, on terms under which Rent is computed wholly or partly by reference to the Lessee's sales from the Premises, and the Lessor has agreed to grant one on the terms set out below.

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, notwithstanding that part or all of the Rent is computed as a share of the Lessee's sales.

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 23.2, and the rent statute identified in clause 25.1. The Parties confirm that they have read those three provisions together before executing this Deed and that each of them describes the same jurisdiction.

NOW THIS DEED WITNESSES as follows.

1. DEFINITIONS

1.1 "Commencement Date" means __________.

1.2 "Term" means the period stated in the Grant clause.

1.3 "Rent Commencement Date" means the Commencement Date, unless a rent-free fit-out period is stated in the Rent clause, in which case it means the date stated there.

1.4 "Rent Structure" means the basis on which Rent is computed, stated in clause 3.2.

1.5 "Fixed Rent" means the amount stated in clause 3.3, payable only where the Rent Structure is the Base-Rent-plus-threshold option or the Minimum-Guarantee option in clause 3.2. There is no Fixed Rent where the Rent Structure is the pure revenue-share option.

1.6 "Threshold" means the amount stated in clause 3.5, applicable only where the Rent Structure is the Base-Rent-plus-threshold option.

1.7 "Gross Sales" has the meaning given in clause 4.2, read with clause 4.3.

1.8 "Revenue Share" means, for any period, __________% of Gross Sales for that period, or, where the Rent Structure is the Base-Rent-plus-threshold option, __________% of Gross Sales for that period in excess of the Threshold, computed and paid under clause 4.

1.9 "Rent" means, for any period, the Fixed Rent (if any) for that period together with the Revenue Share for that period, and every reference in this Deed to Rent includes both, whichever the Rent Structure makes payable for that period.

1.10 "Lease Year" means each successive period of twelve months beginning on the Rent Commencement Date; if the Term ends before a Lease Year is complete, the last Lease Year is the shorter period up to the end of the Term.

1.11 "Security Deposit" means the deposit stated in the Security Deposit clause, as topped up under clause 5.6.

1.12 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.

1. 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 commencing on __________ and expiring on __________ (the "Term"), with the right to exclusive possession of the Premises for the Term, subject to this Deed.

2.2 The Premises admeasure approximately __________ square feet of __________.

2.3 The Lessor shall deliver possession of the Premises to the Lessee on the Commencement Date in the condition described in Schedule II, 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, which shall be annexed to and form part of Schedule II.

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. 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.

1. RENT

3.1 Rent accrues from the Commencement Date, unless a rent-free fit-out period is stated in this clause, in which case it accrues from the Rent Commencement Date stated there.

3.2 Rent Structure: __________.

3.6 Annual average rent for stamp purposes: The annual average rent reserved by this Deed, computed on the basis explained in the Stamping formality accompanying this Deed and confirmed at the registering office, is __________. That figure is the base on which stamp duty on this Deed is computed under the Stamp Duty and Registration clause.

3.7 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.

1. REVENUE SHARE

4.1 Revenue Share: The Revenue Share for each calendar month is __________% of Gross Sales for that month, computed and reconciled __________.

4.2 Gross Sales: __________

4.3 Online and delivery sales: __________

4.4 Monthly reporting: On or before day __________ of each calendar month, the Lessee shall deliver to the Lessor, for the preceding calendar month, __________.

4.5 Payment: The Lessee shall pay the Revenue Share for a period — or, where the Rent Structure is the Minimum-Guarantee option, the amount by which the Revenue Share for that period exceeds the Fixed Rent already paid for it — within __________ days of the date the statement for that period is due under clause 4.4.

4.6 Annual statement: Within __________ days of the end of each financial year, the Lessee shall furnish the Lessor a statement of Gross Sales for that year certified by a practising Chartered Accountant, reconciled against the monthly statements furnished under clause 4.4 and against the Lessee's GST returns for the corresponding period. Any shortfall the annual statement discloses is payable within the time stated in clause 4.5, running from the date the annual statement is furnished.

4.7 Audit right: On __________ days' written notice, and not more than twice in any Lease Year save where clause 4.8 applies, the Lessor and its representatives, bound by confidentiality, may inspect and take copies of the Lessee's point-of-sale records, sales registers, GST returns and bank statements relating to the Premises, during the Lessee's business hours, to verify Gross Sales for any period within the preceding thirty-six months. __________

4.8 Underreporting: If an audit under clause 4.7 or any other inquiry discloses that Gross Sales for a period were understated, __________

4.9 Continuous trading: __________

1. SECURITY DEPOSIT

5.1 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.

5.2 The Security Deposit secures the Lessee's obligations under this Deed. The Lessor may deduct from it only: unpaid Rent, including an unpaid or understated Revenue Share established under clause 4.8; 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 the Lessee was obliged to carry out under the Expiry and Reinstatement clause and did not; any misuse charge, change-of-use charge 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.

5.3 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, maintenance and Revenue Share reconciliation. Where practicable, handover of the Premises and refund of the Security Deposit shall be simultaneous.

5.4 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 Rent, 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 5.3, and the Holding Over clause applies to any occupation after that.

5.5 The Lessee shall not adjust the Security Deposit against Rent without the Lessor's written consent.

1. TAXES

6.1 GST: __________

6.2 The Parties acknowledge that renting immovable property for use in the course or furtherance of business is a supply of service under GST law, and that this applies to the whole of Rent for a period, Fixed Rent and Revenue Share together, once the Revenue Share for that period is ascertained. Where the Lessor is registered under GST, the Lessor shall raise a tax invoice for the Fixed Rent, if any, for each month when it falls due, and a further tax invoice for the Revenue Share for a period once it is ascertained under clause 4, reporting both correctly in its returns and paying 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 that this applies to the Revenue Share component exactly as it applies to the Fixed Rent.

6.3 TDS: The Lessee shall deduct tax at source on Rent under s.194-I of the Income-tax Act, 1961 where the rent paid or credited attracts deduction under that section, at the time of actual payment or credit of each component — the Fixed Rent when it is paid, and the Revenue Share, or a reconciliation payment, when that amount is paid or credited under clause 4.5 or 4.6 — 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. 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.

6.4 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.

6.5 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.

1. MAINTENANCE CHARGES AND UTILITIES

7.1 The Lessee shall pay for electricity, water, telecommunications, internet 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.

7.2 Save as expressly provided in this clause, Rent is not subject to any further maintenance charge payable to the Lessor.

7.3 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.

7.4 Utility and maintenance dues relating to the period before the Commencement Date are the Lessor's liability, and the Lessor shall clear them.

1. PERMITTED USE, BRAND AND THE ALLOTTING AUTHORITY

8.1 The Lessee shall use the Premises only for __________, and for no other purpose without the Lessor's prior written consent.

8.3 The Lessor confirms, and the Lessee acknowledges, the following about the Lessor's holding of the Premises and the conditions attaching to it. __________

8.4 The Lessor shall make available to the Lessee copies of the occupation or completion certificate, the sanctioned building plan, 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.

8.5 The Lessee shall obtain and maintain at its own cost every registration, trade licence, fire safety approval, pollution control consent, food safety licence 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.

8.6 The Lessee shall not use the Premises for any unlawful, hazardous or nuisance-causing activity and shall observe the building's or centre's rules notified to it in writing.

8.7 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 8.3, 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 8.3, and clause 8.3 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.

1. FIT-OUT, ALTERATIONS AND SIGNAGE

9.1 The Lessee may carry out internal, non-structural fit-out and alterations 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.

9.2 The Lessee shall not sub-divide, fragment, partition or amalgamate the Premises, or any part of them, with any adjoining premises.

9.3 The Lessee's trade fixtures, equipment, furniture and removable fit-out 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.

9.4 The Lessee may display its name, logo and branding at the entrance to the Premises and at the building's or centre's designated signage location, subject to municipal approval and the building's rules, and shall remove them on handover and make good.

1. REPAIRS

10.1 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 latent defects 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 Fixed Rent, or if there is none, one-twelfth of the annual average rent stated in clause 3.6, for any one instance, after giving the Lessor a further seven days' written notice.

10.2 The Lessee shall keep the interior of the Premises, its own fit-out, fixtures 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.

1. INSURANCE

11.1 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.

11.2 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.

11.3 Neither Party shall do anything at the Premises that voids or prejudices the other's insurance.

1. LESSOR'S COVENANTS

12.1 The Lessor has good title to, or authority over, the Premises and full power to grant this lease, and there is no subsisting agreement, encumbrance, allotment condition or proceeding that prevents the Lessee's quiet enjoyment.

12.2 So long as the Lessee pays 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.

12.3 The Lessor shall pay its own outgoings, ground rent, allotment instalments 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.

12.4 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. This is in addition to, and does not limit, the audit right in clause 4.7.

12.5 The Lessor may transfer the reversion, but shall procure that the transferee assumes this Deed in writing and receives the Security Deposit, and shall notify the Lessee of the transfer.

1. LESSEE'S COVENANTS

13.1 The Lessee shall pay Rent and all other sums when due, use the Premises only as permitted, report and pay Revenue Share honestly, comply with applicable law in the conduct of its business, permit inspection and audit as provided above, and not part with possession except as this Deed allows.

13.2 The Lessee shall keep true and complete records of its sales from the Premises, in the ordinary course of its business and consistently with the records it keeps for its other outlets and for its own tax filings, and shall preserve them for at least the period stated in clause 4.7.

13.3 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.

1. ASSIGNMENT AND SUB-LETTING

14.1 __________

14.2 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 8.3 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.

14.3 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, but a change of the brand under which the Lessee trades remains subject to clause 8.2.

1. LOCK-IN, NOTICE AND TERMINATION

15.1 Neither Party may terminate this Deed before the expiry of the Term except as this clause, the Default clause or the Damage, Destruction and Force Majeure clause allows.

15.2 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, computed on the average monthly Rent actually paid over the preceding twelve months, or over the period actually elapsed if shorter.

15.3 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.

15.4 Termination does not affect rights or liabilities accrued before it, including any Revenue Share reconciliation for a period that has not yet been finalised, and the Lessee shall hand over the Premises in accordance with the Expiry and Reinstatement clause.

15.5 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.

1. DEFAULT AND RE-ENTRY

16.1 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; a breach of the Continuous Trading clause not remedied within thirty days of written notice; an assignment or sub-letting in breach of this Deed; or, to the extent clause 4.8 makes it so, understatement of Gross Sales.

16.2 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, the shortfall established under clause 4.8, and damages.

16.3 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.

16.4 Each of the following is a default by the Lessor: 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.

1. RENEWAL

17.1 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.

1. EXPIRY, REINSTATEMENT AND HANDOVER

18.1 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 listed in Schedule II.

18.2 Reinstatement: __________

18.3 The Lessee shall, within the time stated in clause 4.6, furnish a final sales statement for the stub period ending on the date of handover, certified in the same manner as the annual statement, and shall pay or be refunded the resulting Revenue Share reconciliation.

18.4 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.

18.5 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.

1. HOLDING OVER

19.1 Subject to clause 5.4, 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.

19.2 For each month or part of a month of such occupation the Lessee shall pay __________ as mesne profits, computed on the Rent for the last full calendar month before the Term ended, 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 5.4 pending refund of the Security Deposit, for which the Lessee shall continue to pay Rent, 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.

19.3 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.

1. DAMAGE, DESTRUCTION AND FORCE MAJEURE

20.1 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, Fixed Rent, if any, and maintenance charges abate proportionately, and no Revenue Share accrues for any period the Lessee cannot trade, 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.

20.2 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. The affected Party shall notify the other within seven days and use reasonable efforts to resume performance. The Continuous Trading clause does not apply for so long as a Force Majeure event prevents trading.

1. INDEMNITY AND LIABILITY

21.1 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.

21.2 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 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.

21.3 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.

1. CONFIDENTIALITY

22.1 Each Party shall keep the commercial terms of this Deed, and the Lessee's sales figures and records disclosed under clause 4, 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.

1. STAMP DUTY AND REGISTRATION

23.1 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.

23.2 The Premises are in __________. The annual average rent for that computation is the figure stated in clause 3.6, computed on the basis explained in the Stamping formality accompanying this Deed — the Fixed Rent, if any, averaged across the Term after escalation, or, where there is no Fixed Rent, a bona fide notional annual rent the Parties have recorded for this purpose. 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.

23.3 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.

23.4 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.

23.5 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 — including a reassessment of the annual average rent stated in clause 3.6 — the Party bearing the duty under clause 23.2 shall pay the deficiency and any penalty and shall obtain the Collector's certificate.

23.6 This Deed is executed in duplicate, or in such greater number of copies as the registering office requires. 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. 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.

1. NOTICES

24.1 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.

24.2 Email is sufficient for routine correspondence, including the monthly sales statement, 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.

1. APPLICABLE RENT LAW

25.1 __________

25.2 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 25.1. Where clause 25.1 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.

25.3 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.

25.4 Where clause 25.1 records that no rent statute governs this tenancy, clauses 25.2 and 25.3 have nothing to operate on, and possession is recoverable by an ordinary civil suit as clause 25.1 states.

1. DISPUTE RESOLUTION AND GOVERNING LAW

26.1 The Parties shall first attempt to resolve any dispute, including a dispute about Gross Sales or an audit under clause 4, by discussion between their authorised representatives within thirty days of written notice of the dispute.

26.2 __________

26.3 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.

26.4 This Deed is governed by the laws of India as in force at the place where the Premises are situated.

1. GENERAL

27.1 This Deed, with its Schedules, is the entire agreement between the Parties about the Premises and supersedes all prior discussions, term sheets and letters of intent.

27.2 No amendment is effective unless made in writing and signed by both Parties; an amendment to Rent, the Term or the extent of the Premises shall be made by a supplementary deed, duly stamped and registered. Clause 5.6 records what is not an amendment for this purpose.

27.3 A failure or delay in enforcing a right, including a delay in exercising the audit right in clause 4.7 or in acting on an underreporting found under clause 4.8, is not a waiver of it, and a single or partial exercise does not prevent further exercise.

27.4 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.

27.5 Nothing in this Deed creates a partnership, joint venture or agency between the Parties, and the Revenue Share is agreed as a method of computing rent and not as a share of the Lessee's profits or business.

27.6 The clauses on Revenue Share, Security Deposit, Taxes, Permitted Use, Confidentiality, Expiry and Reinstatement, Holding Over, Indemnity, Stamp Duty and Registration, Applicable Rent Law, and Dispute Resolution survive the expiry or termination of this Deed, and clauses 4.6, 4.7 and 4.8 continue to apply to the stub period referred to in clause 18.3 and to the thirty-six months preceding it.

SCHEDULE I — THE PREMISES

__________, situated at __________, in __________, admeasuring approximately __________ square feet of __________.

Boundaries and the floor plan of the Premises are as shown in the plan annexed to this Deed and initialled by both Parties.

SCHEDULE II — THE LESSOR'S FIXTURES AND HANDOVER CONDITION

__________

The joint inspection record signed by the Parties on the Commencement Date under clause 2.3 forms part of this Schedule.

SCHEDULE III — FORM OF THE MONTHLY SALES STATEMENT

Every statement furnished under clause 4.4 shall state, for the calendar month to which it relates: the Gross Sales for the month, computed under clause 4.2; the deductions taken under the exclusions in clause 4.2, each shown separately and not merely netted off; the treatment applied to online, delivery and marketplace sales under clause 4.3, with the underlying figures shown separately from in-store sales; the Threshold for the month, if any; the Revenue Share computed on the above; the Fixed Rent, if any, already invoiced for the month; the net amount payable or, on the Minimum-Guarantee option, the reconciliation amount payable or credited; and any correction to a figure reported for an earlier month, shown as an adjustment and not merged into the current month's figure.

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

1. __________

__________
Signature: ______________________________

1. __________

__________
Signature: ______________________________