OFFICE LEAVE AND LICENCE AGREEMENT
This Leave and Licence Agreement ("Agreement") is made at __________ on __________.
BETWEEN
__________, __________, having its address at __________, PAN __________ (the "Licensor", which expression includes its successors and permitted assigns);
AND
__________, __________, having its address at __________, PAN __________ (the "Licensee", which expression includes its successors and permitted assigns).
The Licensor and the Licensee are each a "Party" and together the "Parties".
RECITALS
A. The Licensor is __________ (the "Premises").
B. The Licensee has requested permission to use a designated part of the Premises for its office use, on a non-exclusive basis and without any transfer of interest in the Premises.
C. The Licensor is willing to grant that permission by way of leave and licence within the meaning of section 52 of the Indian Easements Act, 1882, on the terms set out below.
D. The Parties intend this Agreement to operate as a licence and not as a lease. No interest in immovable property is transferred, and legal possession of the Premises remains with the Licensor throughout.
NOW IT IS AGREED:
- 1. GRANT OF LICENCE
1.1 The Licensor grants the Licensee a bare, non-exclusive and non-transferable licence, revocable only in accordance with clause 5, to enter upon and use the space described in the Schedule (the "Licensed Space") for the Permitted Use during the Term, together with the right to use the common areas, facilities and services of the Premises in common with the Licensor and its other licensees.
1.2 This licence is personal to the Licensee. It confers no tenancy, sub-tenancy, right of exclusive possession, easement or any other right, title or interest in the Premises or the Licensed Space, and nothing in this Agreement shall be construed as a demise or as a transfer of an interest under the Transfer of Property Act, 1882.
1.3 Legal possession and control of the whole of the Premises, including the Licensed Space, remain with the Licensor at all times. The Licensee has permission to use the Licensed Space only, and the grant of that permission is not a delivery of possession.
1.4 The Licensee shall not claim, and shall not permit any person claiming through it to claim, the benefit of any rent control or tenancy protection law in respect of the Licensed Space.
- 2. PERMITTED USE AND ACCESS
2.3 The Licensee shall not carry on any manufacturing, storage of hazardous or inflammable goods, retail sale to walk-in customers, or any activity that is unlawful, causes a nuisance, or breaches the occupancy certificate, fire clearance or building rules applicable to the Premises.
- 3. SERVICES AND UPKEEP
3.1 The Licensor shall, during the Term, keep the Premises and the common areas in reasonable repair and shall provide the building services customarily provided at the Premises, including security, housekeeping of common areas, water supply, lifts, and power supply up to the point of the Licensed Space.
3.2 The Licensor shall use reasonable efforts to maintain continuity of services but shall not be liable for interruption caused by matters beyond its reasonable control, by failure of statutory supply, or by repairs of which reasonable prior intimation is given.
- 4. TERM
4.2 The Licensee shall not be entitled to remain in the Licensed Space after expiry or earlier termination of the Term except under a fresh written agreement.
- 5. LOCK-IN, NOTICE AND TERMINATION
5.2 The Licensor may terminate this Agreement with immediate effect by written notice if the Licensee (a) fails to pay any amount due within fifteen days of written demand; (b) commits a material breach that is not remedied within fifteen days of written notice; (c) uses the Licensed Space for anything other than the Permitted Use; or (d) becomes subject to insolvency or winding-up proceedings that are not withdrawn or stayed within sixty days.
5.3 The Licensee may terminate this Agreement with immediate effect by written notice if the Licensed Space is not made available, or ceases to be usable for the Permitted Use, for a continuous period of thirty days for reasons attributable to the Licensor.
5.4 Termination does not affect rights or liabilities that have already accrued.
- 6. LICENCE FEE
6.2 Payment shall be made by electronic transfer to the bank account notified by the Licensor in writing.
- 7. OUTGOINGS, ELECTRICITY AND TAXES
7.3 Goods and Services Tax. All amounts payable under this Agreement are exclusive of GST. Where the Licensor is registered under the Central Goods and Services Tax Act, 2017 and the corresponding State law, the Licensor shall issue a tax invoice and the Licensee shall pay GST at the rate in force in addition to the Licence Fee. Where the Licensor is not registered and the Licensee is registered, the Parties acknowledge that tax on the supply may be payable by the Licensee under the reverse charge mechanism under the notifications in force; in that event the Licensee shall discharge that liability directly, shall issue the self-invoice and payment voucher required of a recipient and report the supply in its returns, and shall not deduct the tax from the Licence Fee. Where an amount is appropriated from the Security Deposit towards Licence Fee or towards any other consideration for a supply, GST shall be accounted for on that amount in accordance with the law in force.
- 8. SECURITY DEPOSIT
8.4 The Licensee shall not adjust the Security Deposit against the Licence Fee for the closing months of the Term without the Licensor's prior written consent.
- 9. LICENSOR'S ACCESS AND CONTROL
9.1 The Licensor and its authorised personnel may enter the Licensed Space at any time for security, housekeeping, maintenance, inspection, statutory compliance and emergencies and, except in an emergency, shall do so with reasonable regard for the conduct of the Licensee's business.
9.2 The Licensee shall not alter or add to the locks or the access-control arrangements of the Licensed Space and shall do nothing that prevents the Licensor from entering it. The Licensor shall retain a key or access credential to the Licensed Space at all times.
- 10. RELOCATION
- 11. FIT-OUT, ALTERATIONS AND SIGNAGE
11.2 The Licensee shall not in any circumstances make a structural alteration, or any change to the façade, common areas or building services.
11.3 The Licensee may display its name at the entrance to the Licensed Space and on the building directory in the form and location approved by the Licensor in writing, and shall remove it on expiry or earlier termination.
11.4 Any fixture affixed by the Licensee that cannot be removed without damage to the Licensed Space becomes the property of the Licensor on expiry or earlier termination, without payment. Loose furniture, equipment and removable installations remain the property of the Licensee.
- 12. LICENSEE'S OBLIGATIONS
The Licensee shall: (a) pay the Licence Fee and all other amounts when due; (b) keep the Licensed Space clean and in good order and use it in a manner that does not cause nuisance, annoyance or damage to the Licensor or to other occupants; (c) comply with all laws applicable to its business and obtain and maintain its own registrations, licences and clearances; (d) comply with the security, fire safety and house rules of the Premises and provide the Licensor with a current list of its personnel holding access credentials; (e) insure its own property, equipment and public liability, and do nothing that invalidates the Licensor's insurance; (f) not create any lien, charge or encumbrance on the Licensed Space or the Premises; and (g) not obstruct common areas, passages, staircases or fire exits.
- 13. NO ASSIGNMENT OR SUB-LICENCE
13.1 The Licensee shall not assign, sub-licence, share, mortgage, charge or part with the Licensed Space or any part of it, or permit any third party to occupy or use it, whether for consideration or not, without the Licensor's prior written consent. Use by the Licensee's employees, directors, consultants and business invitees in the ordinary course of the Licensee's business is permitted.
13.2 A change in control of the Licensee shall be notified to the Licensor in writing within thirty days but shall not by itself terminate this Agreement.
13.3 The Licensor may sell, transfer or assign its interest in the Premises. This Agreement binds the Licensor's successor in interest, who shall be entitled to its benefit and bound by its burden.
- 14. RENEWAL
14.1 Save for any option to renew expressly conferred on the Licensee by this Agreement, this Agreement shall not be extended or renewed except by a fresh written agreement signed by both Parties, duly stamped and, where required, registered.
- 15. EXPIRY AND HANDOVER
15.1 On expiry or earlier termination the Licensee shall, on the same day, vacate the Licensed Space, remove its personnel, property, equipment, data and signage, return all keys and access credentials, and hand over the Licensed Space in the condition in which it was received, fair wear and tear excepted, together with any reinstatement the Licensee is required by this Agreement to carry out.
15.2 If the Licensee fails to remove its property within seven days of expiry or termination, the Licensor may remove and store it at the Licensee's cost and, after a further thirty days' written notice, may dispose of it and apply the net proceeds against sums due.
15.3 The Licensee shall obtain a written no-dues confirmation from the Licensor on handover and shall promptly change the address recorded with any authority with which the Licensed Space was recorded as a place of business.
- 16. CONTINUED OCCUPATION AFTER EXPIRY
16.1 If the Licensee remains in the Licensed Space after expiry or earlier termination without a fresh written agreement, that occupation shall be unauthorised and shall not create a tenancy, sub-tenancy, renewed licence or any right of occupation, whether by holding over, by acceptance of payment, or otherwise.
16.3 A demand for, or acceptance of, such compensation by the Licensor is not consent to continued occupation, is not assent to the Licensee remaining, and shall not be treated as creating or renewing any tenancy or licence.
- 17. INDEMNITY, INSURANCE AND LIABILITY
17.1 The Licensee shall indemnify the Licensor against all claims, losses, damages, statutory dues, penalties and reasonable legal costs arising from the Licensee's use of the Licensed Space, the acts or omissions of its personnel or invitees, or its breach of this Agreement.
17.2 The Licensor is not liable for loss of or damage to the Licensee's property, equipment or data, or for interruption of the Licensee's business, except to the extent caused by the Licensor's negligence or wilful default.
17.3 Neither Party is liable to the other for indirect or consequential loss. The Licensor's aggregate liability in damages under this Agreement is limited to an amount equal to three months' Licence Fee, except for (a) refund of the Security Deposit under clause 8.3, (b) any amount payable by the Licensor under the lock-in provisions of clause 5, (c) any refund or abatement under clause 19.2, (d) liability for the Licensor's fraud or wilful default, and (e) liability that cannot lawfully be limited. This limit applies only to claims in damages, and does not apply to the repayment or refund of any sum held or received by the Licensor.
- 18. CONFIDENTIALITY
Each Party shall keep confidential the terms of this Agreement and any non-public information of the other Party obtained under it, and shall not disclose it except to its professional advisers, to its group companies, or as required by law, a court or a regulator. This obligation continues for two years after the end of the Term.
- 19. FORCE MAJEURE
19.1 Neither Party is liable for failure to perform (other than an obligation to pay money already due) caused by an event beyond its reasonable control, including fire, flood, earthquake, epidemic, riot, war, or an order of a government or statutory authority that prevents access to or use of the Premises.
19.2 If such an event wholly prevents the Licensee from using the Licensed Space for the Permitted Use, the Licence Fee, and any fixed recurring maintenance or service charges payable under clauses 7.1 and 7.2, shall abate proportionately for the period of prevention. If the event continues for more than ninety days, either Party may terminate this Agreement by written notice without liability for the balance of any lock-in period, and the Security Deposit shall be refunded after permitted appropriations.
- 20. NOTICES
Notices shall be in writing and delivered by hand against acknowledgement, by reputed courier, or by registered post with acknowledgement due, to the addresses stated at the beginning of this Agreement, and shall additionally be sent by email to the email address notified by that Party in writing. A Party may change its address by written notice. Notice by courier is deemed received on the third business day after despatch.
- 21. DISPUTE RESOLUTION
21.1 The Parties shall first attempt to resolve any dispute by discussion between senior representatives within thirty days of one Party giving the other written notice of the dispute.
- 22. GOVERNING LAW AND JURISDICTION
22.1 This Agreement is governed by and shall be construed in accordance with the laws of India.
- 23. STAMP DUTY AND REGISTRATION
23.1 This Agreement is stamped with the duty payable under the article of the stamp schedule in force in __________ that applies to an agreement of leave and licence or, where that schedule contains no such article, to a lease, computed in the manner prescribed by that article.
23.3 The Parties record that whether this Agreement creates a licence or a lease depends on its substance and not on its label. If it is in substance a lease from year to year or for a term exceeding one year, section 17(1)(d) of the Registration Act, 1908 requires it to be registered, and an unregistered document of that kind cannot be received as evidence of the transaction except for the limited purposes permitted by section 49 of that Act; the allocation of cost in clause 23.2 does not change that position.
- 24. GENERAL
24.1 This Agreement, with its Schedule, is the entire agreement between the Parties on its subject matter and supersedes all prior discussions, term sheets and understandings.
24.2 No amendment or waiver is effective unless in writing and signed by both Parties. Failure or delay in enforcing a term is not a waiver of it.
24.3 If any provision is held invalid or unenforceable, the remaining provisions continue in force.
24.4 Nothing in this Agreement creates a partnership, joint venture or agency between the Parties.
24.5 This Agreement may be executed in counterparts, each of which is an original and which together constitute one instrument.
24.6 Clauses 7, 8, 15, 16, 17, 18, 21 and 22 survive expiry or termination.
SCHEDULE — THE LICENSED SPACE
IN WITNESS WHEREOF the Parties have signed this Agreement on the date first written above.
For and on behalf of the LICENSOR
__________
Signature: ______________________
For and on behalf of the LICENSEE
__________
Signature: ______________________
WITNESSES