SIGNAGE RIGHTS LETTER
This Signage Rights Letter (this "Letter") is made at __________ on __________.
BETWEEN
__________, __________, of __________ (the "Landlord");
AND
__________, __________, of __________ (the "Tenant").
The Landlord and the Tenant are each a "Party" and together the "Parties".
RECITALS
A. The Landlord is the owner of, or is otherwise entitled to let and to authorise signage at, the premises known as __________, situated at __________, in __________ (the "Premises").
B. The Tenant occupies the Premises under __________ (the "Tenancy"), and carries on its business from the Premises.
C. The Tenant has asked the Landlord for permission to install signage identifying its business at the Premises, and the Landlord has agreed to grant that permission on the terms of this Letter.
D. The Parties record that this Letter grants the Tenant a licence to install and maintain the signage described below, and does not grant, and is not intended to grant, a lease, tenancy, easement or other interest in the Premises or in the building of which they form part — a distinction clause 9 states at length, because it is what keeps this Letter outside the stamp duty and registration regime that applies to the Tenancy.
NOW THIS LETTER WITNESSES as follows.
- THE SIGNAGE PERMITTED
1.1 Subject to this Letter, the Landlord grants the Tenant a personal, non-exclusive, non-transferable licence to install, display and maintain __________ (the "Signage") at the Premises — __________ — for so long as the Tenant is in occupation of the Premises under the Tenancy or until this Letter is earlier terminated under clause 11, whichever happens first.
1.2 The Signage shall not exceed the following size: __________. It shall be of the design, materials and colours the Landlord approves under clause 2.
1.3 __________.
1.4 The Signage may display __________, and no other name, mark, brand, image or matter without the Landlord's prior written consent.
1.5 This licence extends only to the Signage described in this clause 1. It does not permit the Tenant to install any additional or different sign, hoarding, banner, standee or structure at the Premises or elsewhere in the building without the Landlord's separate prior written consent, which the Landlord may give, withhold or make subject to separate terms entirely at its discretion.
- DESIGN APPROVAL
2.1 Before installing the Signage, the Tenant shall submit to the Landlord, for written approval, a design drawing or artwork showing the exact text, colours, materials, dimensions, method of fixing and, where relevant, illumination of the Signage, marked to show its location at the Premises.
2.2 The Landlord shall notify the Tenant of its approval, or of the changes it requires, within __________ days of a complete submission. The Landlord's approval shall not be unreasonably withheld or delayed, but the Landlord may have regard to the appearance and uniformity of the building's facade and the interests of its other occupants. Silence beyond that period is not approval, and the Tenant shall not install the Signage until written approval is actually given.
2.3 The Tenant shall not install, alter, replace or add to the Signage otherwise than strictly in accordance with the design so approved. Any change to the approved design requires a fresh approval under this clause. The Landlord and the Tenant shall each initial and retain a copy of the approved design, which forms part of this Letter.
- INSTALLATION AND COST
3.1 The Tenant shall install the Signage at its own cost, using a competent contractor, without damaging the structure, waterproofing or safety of the building, and in accordance with the applicable fire safety and electrical safety norms.
3.2 The Landlord shall give the Tenant reasonable access to the location described in clause 1 to install, inspect, maintain and remove the Signage, on reasonable prior notice, save in an emergency.
- MAINTENANCE
4.1 __________.
4.2 If the Landlord reasonably considers the Signage to have become damaged, defaced, illegible or unsafe, it may give the Tenant written notice requiring repair or replacement, which the Tenant shall carry out within fifteen days, or sooner if there is actual danger to persons or property. If the Tenant does not, the Landlord may itself carry out the repair, remove the Signage or make it safe, and recover the reasonable documented cost from the Tenant.
- MUNICIPAL PERMISSIONS AND COMPLIANCE
5.1 A sign, hoarding, glow-sign or advertisement of this kind is commonly regulated by the municipal corporation, municipal council or committee, or other local body having jurisdiction over the Premises — under the Punjab Municipal Corporation Act, 1976 or the Punjab Municipal Act, 1911 for premises in the State of Punjab, and under the Punjab Municipal Corporation Law (Extension to Chandigarh) Act, 1994 for premises 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 Premises and on the nature and size of the Signage, and this Letter does not, and cannot, state one procedure or one figure for it.
5.2 The Tenant shall identify the local body having jurisdiction over the Premises, 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 Signage, before installing it, and shall renew each of them for as long as the Signage remains at the Premises. The Tenant shall give the Landlord a copy of each such permission on request.
5.3 Where the Landlord holds the Premises under an allotment or lease from a development authority, an Estate Officer or another allotting authority, the conditions of that allotment or lease may separately restrict or prohibit signage on the building. The Landlord shall tell the Tenant in writing of any such condition it is aware of before the Signage is installed, and the Tenant shall comply with a condition it has been told of in this way.
5.4 If a fine, penalty, removal order or other enforcement action is taken against the Signage because it was installed or kept without a permission required under clause 5.2, or otherwise than in accordance with it, the Tenant shall bear that fine or penalty, shall comply with the enforcement action at its own cost, and shall indemnify the Landlord against it — except to the extent it results from the Landlord's own failure under clause 5.3.
- USE AND CONDUCT
6.1 The Tenant shall not use the Signage to display anything unlawful, obscene, defamatory or likely to bring the building or the Landlord into disrepute.
6.2 The rights granted by this Letter are personal to the Tenant and to the Signage described in clause 1. The Tenant shall not assign, transfer or sub-license them apart from the Tenancy.
- RELATION TO THE TENANCY
7.1 This Letter is granted because of, and continues only for as long as, the Tenant's occupation of the Premises under the Tenancy continues. If the Tenancy ends, for whatever reason, this Letter ends with it, and no separate notice of that is required.
7.2 Nothing in this Letter varies the Tenancy. If anything in this Letter is inconsistent with the Tenancy, the Tenancy prevails between the Parties, except that the right to display Signage at the Premises exists only under this Letter and not under the Tenancy, unless the Tenancy itself separately grants one.
7.3 This Letter binds and benefits only the Landlord and the Tenant named above. If the Landlord transfers its interest in the Premises, or the Tenant's interest under the Tenancy is assigned with the Landlord's consent, this Letter does not automatically bind or benefit the transferee or assignee, and a fresh signage letter should be taken.
- REMOVAL AND MAKING GOOD
8.1 When the Tenancy ends, or this Letter is earlier terminated under clause 11, the Tenant shall, at its own cost and within __________ days, remove the Signage and everything fixed to the building for it, and shall make good any damage its installation, display or removal caused — including patching, painting and restoring the affected surface as nearly as possible to its condition before the Signage was installed, fair wear and tear excepted.
8.2 If the Tenant does not do so within that period, the Landlord may remove the Signage and make good the affected surface itself, or through a contractor, and recover the reasonable documented cost from the Tenant, without liability for damage to the Signage caused by its removal.
8.3 This clause 8 survives the ending of this Letter and of the Tenancy.
- NATURE OF THIS LETTER — A LICENCE, NOT AN INTEREST IN THE PREMISES
9.1 This Letter grants the Tenant a bare licence, within the meaning of s.52 of the Indian Easements Act, 1882, to do something at the Premises and the building that would otherwise not be lawful for the Tenant to do — install and maintain the Signage described in clause 1. It does not grant, and is not intended to grant, exclusive possession of the location described in clause 1, a lease, sub-lease, tenancy or easement, or any other estate or interest in the Premises or in the building, and no such interest arises by this Letter, by anything done under it, or by the passage of time.
9.2 Because this Letter creates a licence and not an interest in immovable property, it does not attract the stamp duty charged on a lease under Article 35 of Schedule I-A to the Indian Stamp Act, 1899 as applicable in Punjab or in Chandigarh, and neither s.107 of the Transfer of Property Act, 1882 nor s.17(1)(d) of the Registration Act, 1908 is engaged by it, whatever period it runs for. See the stamping and registration notes for what duty, if any, this Letter does attract.
- STAMP DUTY
10.1 This Letter does not transfer, create, limit or extinguish any right, title or interest in the Premises, for the reasons stated in clause 9, so nothing in it attracts the stamp duty charged on a lease of immovable property, whether in the State of Punjab or in the Union Territory of Chandigarh.
10.2 What this Letter does create is a written agreement between the Parties, and an agreement not otherwise specifically provided for is chargeable under Article 5 of Schedule I-A to the Indian Stamp Act, 1899 as applicable in the State of Punjab and as applicable in the Union Territory of Chandigarh, at a fixed duty rather than one computed on rent, a deposit or a signage fee. The Parties should have the current figure under that Article confirmed with the Collector of Stamps or a licensed stamp vendor before this Letter is signed, and should stamp it accordingly if either Party wants to rely on it in evidence without first paying the deficient duty and any penalty under the Indian Stamp Act, 1899.
10.3 __________ shall bear the stamp duty referred to in clause 10.2, if the Parties decide to stamp this Letter.
- TERMINATION
11.1 Either Party may terminate this Letter by giving the other __________ days' written notice, without needing to show cause, in which case clause 8 (Removal and Making Good) applies as if the Tenancy had ended.
11.2 The Landlord may terminate this Letter with immediate effect by written notice if the Tenant is in breach of clause 2 (Design Approval), clause 5 (Municipal Permissions and Compliance) or clause 6.1 (Use and Conduct) and does not remedy that breach within fifteen days of written notice to do so.
11.3 Terminating this Letter does not affect a right or liability that has already accrued, including the Landlord's rights under clause 5.4 or clause 8.
- NOTICES
12.1 Notices under this Letter shall be in writing and delivered by hand against acknowledgment, or by registered post or reputed courier with proof of delivery, to the Landlord at __________ and to the Tenant at __________, or to such other address as a Party notifies in writing.
- GOVERNING LAW AND JURISDICTION
13.1 This Letter is governed by the laws of India as in force at the place where the Premises are situated.
13.2 __________.
13.3 The seat and venue of any proceedings under clause 13.2 is __________.
- GENERAL
14.1 This Letter is the entire agreement between the Parties about the Signage and supersedes every prior discussion about it.
14.2 No amendment to this Letter is effective unless made in writing and signed by both Parties.
14.3 A failure or delay by a Party in enforcing this Letter is not a waiver of it.
14.4 If a provision of this Letter is held invalid or unenforceable, the rest of it continues in effect.
14.5 Nothing in this Letter creates a partnership, joint venture or agency between the Parties, or makes either Party the agent of the other.
IN WITNESS WHEREOF the Parties have signed this Letter at __________ on __________.
FOR THE LANDLORD
__________
Signature: ______________________________
Date: ______________________________
FOR THE TENANT
__________
Signature: ______________________________
Date: ______________________________