LEAVE AND LICENSE

LEAVE AND LICENSE AGREEMENT

THIS INDENTURE is made, entered and executed at Vasai, District Thane on this ……… day of ………………………………….2013

 

BY AND BETWEEN

(1) ___________, aged 28 years, adult Indian Inhabitant, residing at Ravi Hospital, 50, Veer Savarkar Nagar, Navghar, Vasai Road (West), District Thane, and (2) ______________, aged 53 years, adult Indian Inhabitant, residing at Ravi Hospital, 50, Anand Nagar, Navghar, Vasai Road (West), District Thane acting in his capacity as the Karta or Manager of his joint and undivided Hindu Family, hereinafter together called and referred to as “the Licensors” which expression shall, unless it is repugnant to the context or meaning thereof be deemed to include their respective heirs, executors, assignees and successors) of ONE PART

AND

……………………………………………………………………………. a society incorporated and registered under the Drugs & Cosmetics Act, 1940 and having its registered place of business at ………………………………………………………………………………………….., Aurangabad, hereinafter called and referred to as the “the Licensee” (which expression shall unless repugnant to the context or meaning thereof be deemed to include its, successors, executors, administrators, and permitted assigns) of the OTHER PART.

WHEREAS the Licensors are absolutely seized & possessed off or otherwise well & sufficiently entitled to the business premises as stated in clause 1 below, which are hereinafter for the sake of brevity referred to and called as "Licensed Premises".

AND WHEREAS the Licensors herein desires to let the Licensed Premises on leave & license and the Licensee herein is in need of the Licensed Premises for such business purposes as also stated in clause 1 below.

AND WHEREAS the Licensee has approached the Licensors and requested them to let out the Licensed Premises on leave & license to them and the Licensors has agreed to let out the Licensed Premises to the Licensee and to use the Licensed Premises in accordance with the terms and conditions agreed and arrived at between them, which they desire to record in writing.

NOW THESE PRESENTS WITNESS AND THE PARTIES HEREBY MUTUALLY AGREE AS FOLLOWS:

1.   The Licensors agrees to grant to the Licensee & the Licensee agrees to take on leave & license, premises at Basement Hall bearing No. A, in the building known as Gopinath Chambers situated at Adalat Road, Kesarsingpura, Aurangabad, in such condition as it is presently in, to continue the conduct of the existing Lokmanya Blood Bank which is currently operated therein.

2.   This agreement shall remain in force for a period of Five (5) years commencing from 1^st January 2014 to 31^st December 2018, both days inclusive (hereinafter for the sake of brevity such period is referred to as the “License Term”). It is further agreed between the parties to this agreement that this leave & license agreement will be renewable at the option of the parties, on such terms and conditions as maybe decided in the Renewal Agreement.

3.   This agreement shall remain in force for the aforesaid License Term for a monthly compensation of Rs. 1,60,000/- (hereinafter referred to as the “License Fees”), payable by the Licensee in advance before the 5^th of every month. Rs. 80,000/- of such monthly compensation will be directly credited to the Licensors Savings Bank Account No. ……………………………. and the balance Rs. 80,000/- will be directly credited to the Account No. …………………………………….. or such other account(s) as may be intimated by them to the Licensee from time to time.

4.   The Licensee agrees herein to pay to the Licensors, a refundable deposit of Rs. 20,00,000/- (Rupees Twenty Lakhs only) to be paid on or before the date of execution of this agreement (hereinafter referred to as the “Security Deposit”), which will later be refunded by the Licensors to the Licensee upon the expiry or termination of Agreement, subject to deductions, if any and as described hereinbelow. Such Security Deposit will be interest-free to the extent of Rs. 10,00,000/- and the interest on the balance Rs. 10,00,000/- will be either paid to the Licensee or adjusted with the  License Fees.

5.   The Licensee has paid to the Licensors an amount of Rs. 5,00,000/- being the part payment towards the Security Deposit, as aforesaid. The parties agree herein that the Licensors will have the liberty to confiscate such monies, in case of cancellation of this Agreement by the Licensee, for any reasons, whatsoever. The parties herein further agree that, such compensation as described in clause no. 3 and 4 above is the total compensation under this agreement and the Licensee is not liable to pay any other monies to the Licensors.

6.   The Licensee herein agrees to pay all taxes and bills, including municipal tax, property tax, water tax, LBT, VAT, electricity bills, telephone bills, society maintenance bills and any other applicable bills, taxes, whether existing or future and any enhancements thereof, pertaining to the Licensed Premises within the due dates, as specified therein and hand over a copy of the receipts upon payment, to the Licensors every month. If any of such bills pertaining to the License Term are not received from the respective department at the end of the License Term or upon early termination of this Agreement, the entire amount of the Security Deposit will be retained by the Licensors until all such bills are received, thereafter the amount of Security Deposit will be first utilized to disburse such bills and outgoings and balance amount after such disbursement shall be refunded to the Licensee.  The Licensee herein agrees to pay any penalty levied on it due to its own gaffe or indiscretion in making such payments, for the period of the License Term. All pending bills/taxes prior to the License Term will be paid by the Licensors.

7.   The parties agree herein that, the Licensee shall have the right to obtain telephone connection(s), Local Body Tax Number, and/ or such other registrations/licenses as may be required for the effective conduct of the Lokmanya Blood Bank on the basis of this Agreement. They further agree that, all kinds of taxes/bills related to conduct of Lokmanya Blood Bank in the Licensed Premises by Licensee, raised by any government or quasi-government bodies for conducting the Lokmanya Blood Bank will be paid by the Licensee. The Licensors will not be responsible to any kind of consequences which may arise due to nonpayment of such taxes during the License Term or even after the end of the License Term.

8.   The Licensee herein agrees that in case the Licensee fails to payment towards the License Fees or the aforesaid bills /taxes pertaining to the Licensed Premises during the License Term, for three consecutive months, this agreement will be terminated with immediate effect and the Security Deposit will be adjusted for such unpaid bills and taxes and towards compensation for the remaining months.

9.   The parties herein agree that, the Licensee has the liberty to renovate and furnish the Licensed Premises during the License Term including painting, carpeting, additional furniture and fixtures or such other things as may be required, without causing any structural alteration or damage to the Licensed Premises. All the expenses incurred by the Licensee for such renovation and furnishing of the Licensed Premises will be borne by the Licensee. The absolute ownership and title of such furniture and fixtures, equipments, machinery etc. lie with the Licensee only and Licensors shall not have any right of claim, title, lien, charge or possession of it at any times. However, if removal of any articles of renovation, causes any damage to the Licensed Premises, then the Licensee will not have any right to such articles of renovation.

10.  The Licensee shall conduct the Lokmanya Blood Bank in the same name or in any other name and has the right and the power to affix to the Licensed Premises or its outer walls, a neon name plate or such other mode of display of such new name. The Licensee shall be at liberty to remove all such displays at the expiry or termination of the Agreement.

11.  The Licensors agree that the Licensee has the free right for ingress and egress of its employees, technicians, medical personnel, customers, agents and persons interested in interacting with the Licensee. The Licensee, its officers, servants, agents, visitors and customers shall be entitled to unfettered right to use in common with the Licensors and or/other tenants and occupiers of the building/society the common passages and areas pertaining to the Licensed Premises and all other amenities and conveniences appertaining to the Licensed Premises, during the working hours of the Licensee.

12.  The Licensee shall not cause or allow or permit to be caused any injury or damage to the Licensed Premises or any part or portion thereof. If any damage or injury is caused to the Licensed Premises by or through any willful act or negligence of the Licensee or its servants or agents, the Licensee shall forthwith make good the same at its own costs and expenses or if done by the Licensors, such costs and expenses shall be deducted from the amount of the Security Deposit. The Licensee shall not be liable for any damage or injury which may be caused to the Licensed Premises by any act of god or by civil commotion, enemy actions, army/mob violence or any such act which is beyond the control of the Licensee.

13.  The parties agree that, during the License Term the Licensee at its cost and expense maintain the Licensed Premises in good and habitable condition and in such state as it may require for the conduct of the Lokmanya Blood Bank. The Licensors shall not be liable for the maintenance, repairs, services and hygiene and/or any other expenses incurred in respect of the Licensed Premises during the License Term.

14.  The Licensee will not cause, permit or suffer any disturbance, inconvenience, nuisance or damage upon the Licensed Premises or any portion thereof or to the Licensors and/or the other residents/occupants of the building/society or neighboring houses.

15.  The Licensee herein also agrees and declares that, they shall use and occupy the Licensed Premises as a Licensee and shall not have any interest in the Licensed Premises or part thereof and shall not claim any right whatsoever in respect of the Licensed Premises or part thereof.

16.  The Licensee further agrees and declares that he shall not use and occupy the Licensed Premises permitted to be used and occupied by him herein, for any purpose other than for which this leave & license is granted.

17.  The Licensee agrees that, the Licensors, or its authorized persons may on their behalf, have the right to enter into the Licensed Premises for the purpose of inspection and examination of the state and condition of the Licensed Premises or any part thereof or for attending or doing any necessary work at the Licensed Premises, anytime during the reasonable working hours of the Licensee, during the License Term, upon due intimation to the Licensee.

18.  The Licensee shall comply with and carry out all requisitions of the municipal authorities, the government and/ or any other statutory or authorized body in respect of its business to be carried on at the Licensed Premises and herein further agrees to act in accordance with the Rules of the Society. If the Licensors get any kind of written notice from any government or other authority, or from the Society, upon receipt of three such written notices, this agreement shall be terminated.

19.  The parties herein agree that, the Licensee has agreed to accept the Licensed Premises on leave & license, purely on good faith, trust and belief about the legality of the title and ownership of the Licensed Premises. The parties further agree that, if the Licensee is forced to vacate the Licensed Premises due to any disputes, litigation or otherwise in respect of the Licensed Premises, the Licensors shall refund to the Licensee the proportionate amount of the monthly compensation, which is paid in advance by the Licensee for such month. However, the Licensors are not liable to pay any penalty or any other monies to the Licensors in such circumstances.

20.  The parties agree that in case of acquisition of the Licensed Premises or any portion thereof by the government or any other public body under the Land Acquisition Act or any other Act, Ordinance or Rule for the time being in force at any time or if any damage is caused to the Licensed Premises due to any act of god or by civil commotion, enemy actions, army/mob violence or any such act which is beyond the control of the Licensors, during the License Term, and the Licensee has to vacate the Licensed Premises, this Agreement shall stand cancelled and the Licensee shall be liable to pay to the Licensors the proportionate amount of monthly compensation till the date of occupation of the Licensed Premises by the Licensee. However, if only a portion of the Licensed Premises is acquired/ damaged as hereinabove described, the Licensee will have the option to surrender the leave & license for the unexpired part of the License Term upon payment of all the applicable dues/expenses/compensation till the date of occupation by the Licensee. If the Licensee opts to occupy the portion of the Licensed Premises not so acquired/ damaged then in such case the Licensee will be liable to pay the proportionate compensation. The Licensors are not liable to pay any penalty or any other monies to the Licensors in such circumstances.

21.  This agreement cannot be terminated by either party before Twelve (12) months from the date of commencement of the License Term. After such initial period of Twelve (12) months, either party can terminate this Agreement by giving two (2) months written notice to that effect.

22.  The parties agree herein that, in case of termination of this agreement, before the aforesaid Twelve (12) months period, the party responsible for such termination will be liable to bear the entire expenses incurred towards executing the cancellation deed, including the stamp duty and registration thereon, as well the balance 50% of the cost of stamp duty, registration charges and such other professional charges which were expended for the execution and registration of this agreement.

23.  The parties agree herein that in case of breach by the Licensee of any terms or conditions contained in this agreement, this agreement will be terminated with immediate effect and the Licensee will be penalised for such breach to the extent of the total monthly compensation of two (2) months notice period. Such amount of penalty will be deducted from the Security Deposit. If such breach is done during the aforesaid Twelve (12) months, the Licensee will also be liable for such additional costs as specified in clause 22 above.

24.  The parties agree herein that, this Leave & license agreement been concurrent with the Conducting Agreement for Lokmanya Blood Bank, can only co-exist with such Conducting Agreement and in case of termination of such Conducting Agreement, this Leave & license Agreement will also be terminated.

25.  The Licensee agrees that, immediately after the termination or expiry of this Agreement and subject to non-renewal of this Agreement, the Licensee shall vacate the Licensed Premises and shall remove himself and/or his employees, servants, if any, and all his articles and things placed therein, without any hindrance.

26.  The parties herein agree that, after expiry of this Agreement or upon early termination of this Agreement for whatsoever reasons, the Licensee is liable to convert back the Licensed Premises in the same condition as it was provided to the Licensee at the commencement of the License Term. If not so converted by the Licensee, the expenses incurred by the Licensors for the same will be deducted and adjusted towards the Security Deposit made by the Licensee. The Licensors will not be liable to compensate the Licensee for any expenses incurred by him towards renovation and furnishing of the Licensed Premises upon expiry or termination of this Agreement.

27.    The Licensors herein state and confirm that they are the owners of Licensed Premises and that they have the absolute right and possession of the Licensed Premises. The Licensors also confirm that the Licensed Premises are free from any litigation, encumbrances, loans, mortgages, claims, liens, charges and/ or any disputes of whatsoever nature and that the title of the Licensed Premises is clear in all respects.

28.    This leave & license is personal to the Licensee and he shall not under any circumstances transfer wholly or partially the benefit hereunder either by sub-leave & license or otherwise, to any other person.

29.    All notices, requests, demands and other communications made or given under the terms of this Agreement or in connection herewith shall be in writing and shall be either personally delivered, or sent by registered post to the address of the party concerned, mentioned herein or to the last known address of such party or to such other address or place as such party may from time to time designate.

30.    The parties herein agree that the stamp duty, registration charges and such other professional charges which are expended for the execution and registration of this agreement shall be borne by the Licensors and the Licensee equally.

31.    The parties agree that this Leave & license Agreement will be executed in duplicate. The Registered copy of the Agreement shall remain in the possession of the Licensee and the signed duplicate copy and a photocopy thereof will be retained by the Licensors.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET & SUBSCRIBED THEIR RESPECTIVE HANDS AND SEALS ON THE DAY AND YEAR FIRST HEREIN ABOVE MENTIONED.

SIGNED, SEALED & DELIVERED by the within named Licensors in the presence of following witnesses 1. 2.
SIGNED, SEALED & DELIVERED by the within named Licensee in the presence of following witnesses 1. 2.

RECEIPT

Received from …………………………………………….., the within named Licensee a sum of Rs. 5,00,000/- by Cheque No…………………. dated ……………… drawn on the ……………………………………………………………….. Bank, being the refundable, Security Deposit and Rs. 15,00,000/- by Cheque No…………………. dated ……………… drawn on the ……………………………………………………………….. Bank being the balance Security Deposit as per the above Leave & license agreement.

I say Received Rs. 20,00,000/-

…………………………………………………………

Witness

1.    

    2.