EX-4.9 Leave and License Agreement



 




Exhibit
4.9




LEAVE AND LICENCE AGREEMENT



This Leave and License Agreement (the “Agreement”) is made at Mumbai on 29th Dec 2006




BETWEEN





	1.	 	Sofotel Software Services Private Limited, a company incorporated under the Companies Act,
1956, and having its registered office at 10-B, Bakhtawar, Nariman Point, Mumbai 400021
(hereinafter referred to as the “Licensor”, which expression shall, unless repugnant to the
context or meaning thereof, be deemed to mean and include its successors and assigns) of One
Part.





AND





	2.	 	WNS Global Services Private Limited, a company incorporated under the Companies Act, 1956,
and having its office at Gate 4, Godrej & Boyce Complex, Pirojshanagar, Vikhroli (W) Mumbai
400 079 (hereinafter referred to as the “Licensee”) of the Other Part.




(“Party” or “Parties” shall have individual or collective reference to the Licensor and the
Licensee).




 
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WHEREAS





	A.	 	The Licensor has the absolute right to use, occupy, possess and enjoy the entire building
known as the Commercial Office Building (the “Building”) (along with its common areas and
exclusive car parking spaces) situated on plot No. 192B and which is more particularly
described in the Plan annexed hereto as Annexure A.
	 
	B.	 	The Licensee has requested the Licensor to grant to the Licensee the use of the office
premises on the first floor of the Building having, inter-alia, an aggregate area admeasuring
35,930 sq. ft. or thereabouts (the “Premises”) on a leave and licence basis and the Licensor
has agreed to grant such permission to the Licensee by way of leave and licence for the
period, at the consideration and upon the terms and conditions as hereinafter mentioned.




NOW THEREFORE THE PARTIES AGREE AND THIS AGREEMENT WITNESSETH AS FOLLOWS:





	1.	 	GRANT OF LICENCE AND TERM OF THE AGREEMENT
	 
	 	 	The recitals contained herein shall be deemed to constitute an integral operative part of
this Agreement.
	 
	1.1	 	In consideration of the licence fees hereinafter reserved and of the rights and the covenants
of the Licensee hereinafter contained, the Licensor hereby agrees to grant to the Licensee and
the Licensee hereby agrees to take on leave and licence the Premises for a term of 60 months
commencing from 1 January, 2007 (the “Effective Date”) on the terms and conditions herein
contained.
	 
	1.2	 	The Licensor hereby confirms that in view of the licence granted by this Agreement the
directors, employees, servants, staff, agents and the bonafide visitors of the Licensee shall
be permitted and shall be at liberty to enter and use the Premises for the purposes of the
Licensee’s business.
	 
	1.3	 	The Licensor shall, on the Effective Date, hand over to the Licensee, physical possession of
the Premises and a set of duplicate key(s), which would permit the Licensee to gain access to
the Premises and all other areas in and around the Premises.
	 
	2.	 	CONSIDERATION
	 
	2.1	 	In consideration of the licence hereby granted by the Licensor to the Licensee for the
Premises and the Services to be rendered by the Licensor under Clause 6 hereunder, the
Licensee hereby agrees to pay to the Licensor licence fees at the rate of Rs. 16,35,469
(Rupees Sixteen lakh thirty five thousand four hundred and sixty nine only) per month




 
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	 	 	(the
“Licence Fees”) for a period of thirty six (36) months commencing the Effective Date where
after both parties shall mutually agrees to an escalation of License Fees, which in no event,
shall exceed fifteen (15) percent of the License Fees and such mutually agreed escalated
License Fees shall be payable by the Licensee to the Licensor for the balance of the license
period i.e. twenty four (24) months. It is clarified that except for the Licence Fees, the
Licensee shall not be liable to pay any further fees, service charges, rentals, maintenance,
water charges, municipal taxes or any pre-quantified annual/monthly maintenance charges to the
Licensor or any other third party in relation to the Premises and the Licensor acknowledges
that the due payment of the Licence Fees forms the sole and adequate consideration for the
licence granted herein and the Services to be rendered by the Licensor under Clause 6
hereunder. It is hereto agreed between the Parties that the Licensee shall have the exclusive
right to use only in the manner in which such common areas in any building are normally put to
use and in keeping with the décor / layout of the Building, the common areas of the Premises that have
been demarcated in the plan annexed hereto as Annexure A (the “Common Areas”) without payment
of any additional licence fees or rentals.
	 
	2.2	 	The Licence Fees shall be payable in advance by the Licensee monthly, on or before the
5th (fifth) day of each month for that month’s use. The Licensor hereby covenants
with the Licensee that upon the Licensee paying the Licence Fees on or before the date
mentioned herein, in the manner herein provided and by observing and performing the covenants,
conditions and stipulations herein contained, the
Licensee shall be permitted unimpeded use and occupation of the Premises during the period
of the Licence herein created.
	 
	2.3	 	The Licensee shall withhold taxes on all amounts due and payable to the Licensor as may be
required under the Income Tax Act, 1961 or any other laws as may be applicable and shall make
payments to the Licensor subject to such taxes being withheld. The Licensee shall periodically
and always within a reasonable time provide the Licensor with the relevant TDS certificates in
respect of the aforesaid tax deductions.
	 
	2.4	 	The Licensee shall, during the term of this Agreement, pay all regular outgoings in respect
of the Premises. These shall include the charges for electricity consumed based on the reading
of the meter installed in that behalf within the period stipulated in the bill issued by the
supplier of electricity to whom the payment shall be directly remitted by the Licensee. The
Licensor undertakes to forward to the Licensee the bills for such electricity supply, if at
all the Licensor receives such bills. It shall however not be the Licensor’s responsibility to
track and ensure the receipt of the bills by the Licensee whose responsibility it shall be to
ensure that the electricity bills are always paid regularly.
	 
	3.	 	SECURITY DEPOSIT
	 
	3.1	 	On or before the execution of this Agreement, the Licensee shall deposit with the Licensor a
sum of Rs. 16,35,469 (Rupees Sixteen lakh thirty five thousand four hundred and sixty nine
only) as an interest free security deposit (hereinafter referred to as the “Security
Deposit”). On completion of the initial thirty six (36) months as per clause 2.1, the security
deposit would increase proportionately with the license fee.




 
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	3.2	 	The Licensor shall repay to the Licensee the Security Deposit upon the expiry or sooner
determination of the licence period simultaneously upon handing over of vacant Premises (duly
debonded) by the Licensee to the Licensor. As provided herein or on the settlement of any
outstanding bills in respect of the premises payable by the Licensee hereunder, whichever is
earlier, provided that the Licensee removes themselves their belongings, equipment furniture
and fixtures from the premises and hands over the vacant possession of the premises (duly
debonded) by the licensor forthwith upon such expiry an/determination.
	 
	3.3	 	If the Licensor fails to refund the Security Deposit or any part thereof for any reason
whatsoever, the Licensee shall, without prejudice to its right to recover the Security Deposit
or any part thereof or to any legal remedy available to it, be entitled to claim from the
Licensor interest calculated at the rate of 2% per month on outstanding Security Deposit
or any part thereof, calculated till the date of actual payment of the said amount.
	 
	4.	 	LICENSEE’S COVENANTS
	 
	 	 	The Licensee hereby agrees, undertakes and covenants with the Licensor as follows:






	 	(a)	 	that within the Premises, including the Common Areas within the Building the
Licensee shall keep the interior walls, floors, ceiling, doors, windows, electric
fittings and installations and water connections in good order and condition
(reasonable wear and tear and loss or damage by fire, accident, irresistible force or
act of God excepted);
	 
	 	(b)	 	that upon the expiration or sooner determination of this Agreement, the
Licensee shall remove from the Premises, all such furniture and fittings belonging to
the Licensee without in any way damaging the Premises;
	 
	 	(c)	 	that upon the expiry of the period of the licence or sooner determination of
this Agreement, the Licensee shall forthwith vacate the Premises and hand over vacant
and peaceful possession of the Premises (duly debonded) to the Licensor;
	 
	 	(d)	 	that the Licensee shall promptly notify the Licensor of any notice received
by the Licensee in respect of the Premises;
	 
	 	(e)	 	that subject to Clause 10.1 hereto, the Licensee shall not have any right to
transfer, assign, mortgage or part with possession of the Premises or create any third
party rights therein in any manner whatsoever;
	 
	 	(f)	 	that the Licensee shall keep all articles, furniture, fixtures, vehicles or
valuables in the Premises at its own risk in all respects and the Licensee shall not
hold the Licensor responsible or liable for any damage to the same or any loss due to
theft etc. provided that such damage, loss or theft is not caused by the negligence of
the Licensor, its employees or agents;
	 
	 	(g)	 	that the Licensee shall permit the Licensor’s authorised representatives to
inspect the Licensed Premises during the day upon providing reasonable prior notice in
that behalf of at least 3 (three) working days to the Licensee;




 
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	 	(h)	 	that the licensee agrees that it shall not undertake any activity which would
be contrary to the terms and conditions of this Agreement or which would otherwise
adversely affect the Licensor’s right, title or interest in respect of the Premises;
	 
	 	(i)	 	that the Licensee shall bear all running costs incurred in the operation of
all back to back standby diesel generators installed by the Licensor pursuant to
Clause 5 (e) of this Agreement.






	5.	 	LICENSOR’S COVENANTS
	 
	 	 	The Licensor hereby agrees, undertakes and covenants with the Licensee as follows:






	 	(a)	 	that upon the Licensee observing and performing the stipulations and
covenants herein contained to be observed and performed by it, the Licensee shall
during the period of this Agreement, use and occupy the Premises without interference
from the Licensor or any person or persons claiming under or through it;
	 
	 	(b)	 	that the Licensor has the sole and absolute possession of the Premises, has
proper title to the Premises and has the full power and absolute right and authority
to grant unto the Licensee the Premises to use the same for its business activities;
	 
	 	(c)	 	that there is no mortgage, charge, encumbrance, impediment or restraint or
injunction against the Licensor or in respect of the premises that would in any way
affect the Licensee’s rights under this Agreement. Further, the Licensor
undertakes that it shall not, during the subsistence of this Agreement, create any charge, mortgage
or other encumbrance over the Premises or assign, transfer or otherwise deal with the
Premises in such a manner so as to prejudice the rights of the
Licensee hereunder;
	 
	 	(d)	 	That it has obtained comprehensive insurance policy/ies designed to cover all
risks associated with the Premises and shall provide a copy of such insurance
policy/ies to the Licensee on the date of execution hereof . The Licensor further
undertakes that it shall duly and promptly pay all premiums / fees in connection with
the said insurance policy/ies during the subsistence of this Agreement;
	 
	 	(e)	 	that the Licensor shall install back to back standby diesel generators to
enable the said generators to generate adequate power and support for the entire
Premises including the electricity requirements of the Licensee;
	 
	 	(f)	 	subject to Clause 6, that the Licensor shall bear all the expenses towards
maintenance and upkeep in relation to the air-conditioning provided
by the Licensor;
	 
	 	(g)	 	Subject to applicable local and municipal regulations, that the Licensee shall
be entitled to put up nameplates and signages in respect of its business at such
places in the Premises as may seem appropriate to the Licensee;




 
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	 	(h)	 	that the Licensor shall, in the event of termination/expiry of this
Agreement, and simultaneously upon the peaceful vacation of the Premises (duly
debonded) by the Licensee, refund to the Licensee the whole of the Security Deposit
subject to and as provided in Clause 3.2 above;
	 
	 	(i)	 	that the Licensor has obtained all the requisite statutory approvals in
relation to the Premises and that the occupation and use of the Premises by the
Licensee is in consonance with such approvals. Further, the Licensor represents and
warrants that it shall ensure that the requisite statutory approvals and permits in
relation to the Premises and use and occupation thereof remain in force at all times
during the subsistence of this Agreement;
	 
	 	(j)	 	that the Licensor, has obtained all requisite corporate and other approvals
in relation to the licence of the Premises to the Licensee as contemplated herein and
further that the execution of this Agreement shall not result in any violation of any
law or any agreement between the Licensor and any third party or otherwise contravene
any third party rights;
	 
	 	(k)	 	that the Licensor shall keep the Building’s exterior and the Common Areas
around the Building in good repair and condition (reasonable wear and tear and loss or
damage by fire, accident, irresistible force or act of God expected). However, any
damage to the premises resulting from the exceptions mentioned herein shall not
relieve the obligation of the Licensor to make best endeavor to repair the Premises at
the earliest if such damage has resulted in interruption wholly or partially of the
conduct of business activities of the Licensee;
	 
	 	(l)	 	that the car parking spaces within the Building but separately demarcated for
the Premises shall be reserved exclusively for the Licensee and that it shall take all
necessary steps to ensure that no third party uses or encroaches upon the same.






	6.	 	SERVICES
	 
	6.1	 	The Licensor shall with effect from the Effective Date provide the Licensee and their
employees during the tenure of the Agreement, the following facilities and amenities (the
“Services”):






	 	(a)	 	Security arrangements in respect of the common areas outside the Building and
in the parking areas;
	 
	 	(b)	 	Maintenance and upkeep of the common area around the Premises and the
Building. Without prejudice to the generality of the foregoing, the Licensor shall, at
all times during the subsistence of the Agreement, keep
the common area around the Premises and the Building clean and hygienic and in a
good state of repair including but not limited to provision of water disposal
services, repainting the exterior of the Premises, maintenance and upkeep of the
common areas around the Premises, maintenance and upkeep of the lift, arranging for
regular pest control, water tank cleaning, upkeep and maintenance of the garden




 
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	 	 	 	around the Premises and subject to Clause 6.1 (c) hereunder undertaking any major
repairs or structural changes/modifications to the Premises as may be
required;
	 
	 	(c)	 	The Licensor shall obtain the prior written permission of the Licensee before
undertaking any major repairs or structural changes/modifications to the Premises,
which are likely to interfere with the peaceful enjoyment and day-to-day activities of
the Licensee;
	 
	 	(d)	 	The Licensor shall ensure that all water and electricity connections and
sewage and waste disposal facilities in the common areas, as described in Annexure A
hereto, are kept in a good state of repair;
	 
	 	(e)	 	The Licensor shall at the request of the Licensee demarcate slots for the
purpose of car parking and paint the said facility so that the slots are clearly
visible. The Licensor shall also maintain the car-parking slots and ensure that no
third party encroaches upon the same. The access to the car park facility shall be
available exclusively to the Licensee and their employees, representatives, designees
and bonafide visitors at all times during the tenure of the
Agreement;
	 
	 	(f)	 	The Licensor shall permit lorries and other vehicles for transporting the
Licensee’s goods and material to enter the Building premises;
	 
	 	(g)	 	The Licensor shall provide suitable space in the Building for the
installation of any satellite antenna or microwave tower and ancillary equipment that
the Licensee may be desirous of erecting and duct space enabling the connection of the
said antenna or tower or ancillary equipment to any area within the Premises. It is
hereby clarified that any statutory or regulatory approvals required for the erection
or operation of the aforesaid antenna or tower shall be obtained by the Licensee at
its cost and the Licensor shall render to the Licensee all reasonable assistance that
Licensee may request in that behalf;
	 
	 	(h)	 	The Licensor shall be responsible for the provision of satisfactory fire
fighting facilities including but not limited to the provision and maintenance of fire
hydrants within/around the Premises and periodical statutory testing/certification of
equipment in accordance with the local rules/regulations as may be prevalent/issued by
the Pune Municipal Corporation;
	 
	 	(i)	 	The Licensor shall ensure that it provides adequate water storage facilities
for the Premises, meeting the total requirements and for the exclusive utilization of
the Licensee;






	6.2	 	The Licensor shall ensure that the Services shall not interfere or impede the Licensee’s
peaceful enjoyment and use of the Premises.




 
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	7.	 	NOTICES
	 
	7.1	 	Any notice and other communications provided for in this Agreement shall be in writing and
shall be first transmitted by facsimile/electronic transmission, and
then confirmed by postage,
prepaid registered airmail or by nationally recognised courier service, in the manner as
elected by the Party giving such notice to the following addresses:






	 	(a)	 	In the case of notices to the Licensor:





	 	 	 
	Address:

	 	Sofotel Software Services Pvt. Ltd
	 

	 	10B, Bakhtawar, Nariman Point
	 

	 	Mumbai 400 021
	Fax:

	 	+91 22 2202 0359
	Attn.:

	 	Mr. Deepak Desai
	E-mail:

	 	sofotel@vsnl.net







	 	(b)	 	In the case of notices to the Licensee:





	 	 	 
	Address:

	 	WNS Global Services Pvt. Ltd.
	 

	 	Plant 10, Godrej & Boyce Complex
	 

	 	Pirojshanagar, Vikhroli (W)
	 

	 	Mumbai 400 079
	Fax:

	 	+91 22 5518 8960
	Attn.:

	 	Mr. Neeraj Bhargava
	E-mail:

	 	neeraj.bhargava@wnsgs.com
	 
	 	 
	With a copy of the notice to:
	 
	 	 
	Address:

	 	WNS Global Services (P) Ltd
	 

	 	Sofotel Building
	 

	 	National Games Road
	 

	 	Yerwada, Pune 411 006
	Fax:

	 	+91 20 5606 2801
	Attn.:

	 	Ms. Sulakshana Patankar
	 

	 	Col. Anil Ummat
	Email:

	 	sulakshana.patankar@wnsgs.com
	 

	 	anil_ummat@wnsgs.com







	7.2	 	All notices shall be deemed to have been validly given on (i) the business date immediately
after the date of transmission with confirmed answer back, if transmitted by
facsimile/electronic transmission, or (ii) the business date of receipt, if transmitted by
courier or registered mail.
	 
	7.3	 	Either Party may, from time to time, change its address or representative for receipt of
notices provided for in this Agreement by giving to the other Party not less than 30 days
prior written notice.




 
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	8.	 	ARBITRATION
	 
	8.1	 	If any dispute arises amongst Parties hereto during the subsistence of this Agreement or
thereafter, in connection with the validity, interpretation, implementation or alleged
material breach of any provision of this Agreement or regarding a question, including the
questions as to whether the termination of this Agreement has been legitimate, the Parties
shall endeavor to settle such dispute amicably.
	 
	8.2	 	In the case of failure by the Parties to resolve the dispute in the manner set out above
within 30 days from the date when the dispute arose, the dispute shall be referred to
arbitration of a sole arbitrator to be appointed by the Parties or in case of disagreement as
to the appointment of the sole arbitrator to a panel of three arbitrators with each Party
nominating one arbitrator and the arbitrators so appointed appointing the third arbitrator.
The place of the court of arbitration shall be Mumbai. The arbitration proceeding shall be
governed by the Arbitration and Conciliation Act, 1996 and shall be in the English language.
The arbitrator/arbitral panel shall also decide on the costs of the arbitration proceedings.
	 
	8.3	 	The arbitrator’s/arbitral panel’s award shall be substantiated in writing and the Parties
shall submit to the arbitrator’s/arbitral panel’s award which shall be enforceable in the
court of law in Mumbai.
	 
	8.4	 	The provisions of this Clause shall survive termination of this Agreement.
	 
	9.	 	TERMINATION
	 
	 	 	This Agreement shall be terminated only in the manner provided herein and on no other
ground.
	 
	9.1	 	Licensee may terminate this agreement any time for convenience after giving a written notice
of not less than twelve (12) months to the Licensor stating the Licensee’s intention to
terminate.
	 
	9.2	 	Either Party (“Non-defaulting Party”) may terminate this Agreement in the event of a material
breach by the other Party (“Defaulting Party”) of any of its
obligations under this Agreement, provided that a 90 day’s written notice in that behalf is
given to the Defaulting Party. Notwithstanding the foregoing, if the Defaulting Party
remedies the breach to the satisfaction of the Non-defaulting Party within the said period
of 90 days, the notice shall stand withdrawn and this Agreement shall continue to be valid
and binding. Provided however, and notwithstanding anything to the contrary contained
herein, if the Defaulting Party contends that no such breach has occurred and / or such
breach has been remedied, and if the Defaulting Party invokes the arbitration clause
contained herein, then and in such event, this Agreement shall not be terminated by the
Non-Defaulting Party until the arbitral panel constituted under the provisions of Clause 8
above has held that the Defaulting Party did commit such material breach and / or did not
remedy the same.




 
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	9.3	 	Notwithstanding anything contained in Clause 9.1 above, it is hereby agreed that if any or
the following events occur:






	 	(i)	 	If either Party passes a resolution for voluntary winding up;
	 
	 	(ii)	 	If a receiver is appointed by a court of law in respect of either Party’s
property;
	 
	 	(iii)	 	If an order is passed by a competent court of law for winding up of either
Party;
	 
	 	(iv)	 	If either Party takes or suffers any action for dissolution or liquidation;






	 	 	this Agreement may be forthwith terminated at the option of the other Party which option is
to be exercised in writing.
	 
	9.4	 	Upon the expiry or earlier termination of this Agreement, the Licensee shall vacate the
Premises together with all its employees, agents and representatives who may be in occupation
of the Premises and hand over vacant possession thereof (duly debonded) to the Licensor.
	 
	10.	 	RIGHT TO USE
	 
	10.1	 	Nothing contained herein shall be construed as creating any right, interest or tenancy in
favour of the Licensee in, over or upon the Premises or any part thereof or transferring any
interest therein in favour of the Licensee other than the rights and permissions granted
herein to use and occupy the Premises as a licensee for the term of this Agreement. This
licence is purely temporary for the period provided herein.
	 
	10.2	 	It is expressly agreed to between the Parties hereto that the Licensee shall not have any
right whatsoever in respect of the Premises or the area surrounding thereto or any part
thereof and it shall not at any time claim any rights whatsoever
in respect of the Premises or the area surrounding thereto or any part thereof other than
the right to enter upon and enjoy the use of the Premises or any part thereof as herein
prescribed.
	 
	10.3	 	Upon the expiry or earlier termination of this Agreement the Licensee shall vacate the
Premises together with all its employees, agents and representatives who may be in occupation
of the Premises and hand over vacant possession thereof (duly debonded) to the Licensor. The
Licensee agrees and undertakes for itself and each of the persons aforesaid not to enter upon
the Premises or commit trespass after the expiry or earlier revocation of this Agreement.
	 
	10.4	 	Upon the expiry or earlier termination of this Agreement and in the event the Licensee fails
to vacate the Premises of any part thereof upon refund of the Security Deposits together with
its employees agents and representatives who may be in occupation of the Premises and hand over
vacant possession thereof (duly debonded) to the Licensor, it is agreed that the Licensee
shall pay to the Licensor

Rs. 55,606 per day from the date of such default until such time as
the Licensee vacates the Premises together with its employees, agents and representatives and
their belongings and has handed over vacant possession thereof (duly debonded) to the
Licensor. This is in addition to all other legal rights and remedies of the Licensor including
the right of the Licensor to use reasonable force to prevent the Licensee or any person
claiming under it from entering the Premises.




 
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	11.	 	MISCELLANEOUS PROVISIONS
	 
	11.1	 	Assignment and Sub-license
	 
	 	 	It is expressly agreed by and between the Parties that juridical
possession of the Premises shall be always that of the Licensor. The
Licensee is granted a personal, non-transferable and non-assignable
licence to use the Premises on the terms and conditions stated
herein. Notwithstanding the foregoing, the Licensee shall subject to
prior written permission from the Licensor (which permission shall
not be unreasonably withheld by the Licensor) be free to sublicense
the Premises, provided granting of such a sub-license shall not
discharge the Licensee of its obligations hereunder.
	 
	11.2	 	Relationship
	 
	 	 	Nothing contained herein shall be construed as creating any right,
interest or tenancy in favour of the Licensee in, over or upon the
Premises or any part thereof or transferring any interest therein in
favour of the Licensee other than the rights and permissions granted
herein to use and occupy the Premises as the Licensee for the term
of this Agreement.
	 
	11.3	 	Amendments
	 
	 	 	No modification or amendment to this Agreement and no waiver of any
of the terms or conditions hereto shall be valid or binding unless
made in writing and duly executed by both Parties.
	 
	11.4	 	Entirety
	 
	 	 	The Parties hereto acknowledge, declare and confirm that this
Agreement represents the entire agreement between them regarding the
subject matter hereof and no alterations, additions or modifications
hereto shall be valid and binding unless the same are reduced to
writing and signed by both the Parties after the execution of this
Agreement and the understanding reached in view of the Previous
Agreements and/or any other letters, agreements, addendums,
supplemental agreements shall stand terminated from the Effective
Date.
	 
	11.5	 	Partial Invalidity
	 
	 	 	If any provision of this Agreement is held to be invalid or
unenforceable to any extent, the remainder of this Agreement shall
not be affected and each provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law. Any invalid
or unenforceable provision of this Agreement shall be replaced with a
provision that is valid and enforceable and most nearly reflects the
original intent of the unenforceable provision.




 
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	11.6	 	Costs
	 
	 	 	All costs, charges and expenses including but not limited to stamp duty, registration
charges etc. payable in respect of this Agreement shall be borne by the Licensor, provided
that as consideration for bearing the stamp duty and registration charges payable in respect
of this Agreement, the Licensee shall pay such amount to the Licensor and in such manner as
mutually agreed in writing by the Parties. Each Party shall bear and pay the professional
costs of their respective consultants.
	 
	11.7	 	Governing Law
	 
	 	 	This Agreement and all other transactions executed in pursuance hereof shall be governed
and construed in accordance with the laws of India.




IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribed their respective hands the
day and year first hereinabove written.




	 	 	 
	SIGNED AND DELIVERED BY
	 	 
	The within named ‘LICENSOR’

	 	/s/ C.K. Mehta
	By the hand of Mr. C. K. Mehta
	 	 
	Director pursuant to Board Resolution dated 29th Nov ‘06
	 	 
	 
	 	 
	 
	 	 
	SIGNED AND DELIVERED BY
	 	 
	The within named ‘LICENSEE’

	 	/s/ Col. Anil Ummat
	By the hand of Col. Anil Ummat
	 	 
	V.P. Facilities & Administration pursuant to
	 	 
	Board Resolution dated 30th Nov 2006
	 	 






 
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ANNEXURE — A




DESCRIPTION OF LICENCED PREMISES




     Office premises admeasuring 35930 sq ft situated on First Floor of a Building known as
‘SOFOTEL’ constructed on the piece and parcel of the land bearing Plot No. 192B situated at ‘Deepak
Complex’, National Games Road, Yerwada, Taluka Sub District of Haveli and within the Registration
District of Pune, and situated within the limits of Pune Municipal Corporation Pune.