MEMORANDUM OF UNDERSTANDING

THIS Memorandum of Understanding is made at Ghaziabad on this____day of___,

2015 between:
..., a company incorporated under the Companies Act, 1956
having its registered office at ,
through its Authorized Signatory Mr. (Hereinafter may be referred
as the Company/Seller which expression shall, wherever the context permits, be
deemed to include its successors, legal representatives and assigns of the FIRST
PART)
AND
Mr./Mrs./Ms.
.S/o/W/o/Do
R/o..

(Hereinafter may be referred as the investor/Buyer which expression shall,

wherever the context permits, be deemed to include his/her successors, legal
representatives and assigns of the SECOND PART)
The Company and the buyer shall hereinafter be individually referred to as the
Party and collectively referred to as the Parties.
The Buyer is a female then the terms he, him, himself etc. shall be read and
constructed as she, her, herself etc. These expressions shall be modified and
read suitable whenever the Buyer is a Body Corporate, or a Firm or any other
artificial person or body.
The Company is developing a commercial project under the name ..
located at ... (Hereinafter may be referred as the Project).

WHEREAS land admeasuring 5.08 hectare i.e., about 50,800 sq. mtr. was allotted
by the Ghaziabad Development Authority (G.D.A.) to M/s Showman Clubs and Inn
Pvt. Ltd. Consortium having its various constituent companies vide lease deed
dated 03/02/2006 for the period of 90 years i.e., up to 02/02/2096. M/s Showman
Clubs and Inn Pvt. Ltd.Now known as M/s Indirapuram Habitat Centre Pvt. Ltd.
As per the lease deed, the land is allotted for providing the integrated facilities
having unique concept of amalgamating multi-disciplinary activities under one roof

named as Indirapuram Habitat Centre (I.H.C.) (Project). It will have convention

facilities, auditoriums, lecture halls, e-library cum lounge, club house with dining
cum indoor recreational facilities. Also have shopping mall with multiplex etc.,.
There are three major uses of the land as Socio-cultural, Recreational and
Commercial. The project is having the concept of specifically defined percentage of
FAR for the categories mentioned above where in 50 % of FAR is specified for the
Socio-Cultural, 30% for Recreational and 20% for the commercial. However there is
a liberty to change these up to maximum 10% from one category to another in a
accordance with the same the company have changed 10% of the Socio Cultural
and 10% of the Recreational into commercial category. Therefore the F.A.R. under
the commercial category now is 28%.
AND WHEREAS the layout plan of the said project has been duly approved and
sanctioned by the Ghaziabad Development Authority. The specific usages are clearly
mentioned in the said sanctioned layout in accordance with the terms of lease deed
dated 03/02/2006. The Socio-Cultural FAR shall be non- transferrable and
accordingly the areas shown in the sanctioned layout with the marking of Sociocultural shall solely vest in company and there will be no undivided shares of the
Second Party in the land pertaining to the category of Socio-cultural usage.
AND WHEREAS as per the terms of the lease deed dated 03/02/2006, the lease
Rent is payable and the lessor (G.D.A.) will grant free hold rights, the free hold
charges are also applicable on the prevailing commercial rates at that time. The
Second Party/Buyer shall bear the free hold charges in proportionate to the subleased area in its favor.
AND WHEREAS the company has offered to sell various constructed area falling
under the category of Commercial which are commonly known as Commercial
Space which will be allotted to the buyers by way of allotment/Builder Buyer
Agreement and will be transferred by way of registered sub-lease deed, However,
the company reserves the leasing right in respect to the said allotted/sub-leased
property. The purpose of reserving the leasing right is that, now a days Big Retail
Stores/Showrooms are in trend therefore the said allotted/sub-leased properties can
be offered collectively on Rent. The company has duly described to the buyer that
after the date of sub-lease in favor of the buyer for the next 15 years, the buyer will
get the scheduled Rent as mentioned therein. The transfer in favor of the buyer is a
conditional sale (Sub-lease) where the company will act as a manager of buyers
property even after the transfer of title in favor of buyer. For the said period the
company will not construct the partition wall of the allotted Units or in case any
partition wall constructed, the company can demolish the partition wall as per its
requirements. For the next 15 years the company shall make the payments in terms
of Rent to the buyer as per the schedule mentioned below:

9% of the total consideration value for 1st three years from the date of sublease deed.
10% of the total consideration value for 4 th to 6th years from the date of sublease deed.
11% of the total consideration value for 7 th to 9th years from the date of sublease deed.

12% of the total consideration value for 10 th to 12th years from the date of
sub-lease deed.
13% of the total consideration value for 13 th to 15th years from the date of
sub-lease deed.

AND WHEREAS the proportionate free hold charges are payable by the
Buyers/Second Party, in case the said charges are not paid by the Second Party
after raising the demand by the First Party, the First Party shall be entitled and have
the authority to deduct the amount of Free hold charges out of the amount of the
Rent payable to the Second Party.
AND WHEREAS the Second Party has applied to the First Party for allotment of a
Commercial Space in the said project having Super Area of Approximately _____Sq.
mtr. (Equivalent to_____ Sq.ft.)on ___________ floor of the said complex and covered
area of about ______Sq. mtr. (Equivalent to _____sq.ft.)percentage of covered being
______% . The Second Party confirms that he/she has applied for the allotment of the
aforesaid Commercial Space with the full knowledge of the Terms and Conditions
in respect to that.
AND WHEREAS the company has entered into an agreement with TATA WESTSIDE
for a big area at Ground floor of Block A and B of the said project and the
commercial space allotted to the Second Party is the part of the said area.
AND WHEREAS both the parties for the purpose mentioned above are willing to
enter into this M.O.U. to memorize the agreed Terms and Conditions between the
parties.
NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS FOLLOWS:
1) That the Buyer acknowledges that he has verified and satisfied himself about the
project. The Buyer acknowledge and confirms that the Company has provided all
the information and clarification as required by him and that he has made
independent enquiries and used his best Judgment and discretion and satisfied
himself in all respects and that he has made the decision independent of any
representations or statements of any nature whatsoever made by the Company.
2) That the Company will give monthly cheque to the buyer in the names of the sole
allottee/co-allottee equally in proportionate to the schedule mentioned above and
the payment is subject to deduction of TDS as per the rates prescribed in Income
Tax Act, 1961 or any other law for the time being in force in the relevant period.
3) That for the entire period of Rent in favor of TATA WESTSIDE. The First Party ensure
to the Second Party that the monthly maintenance charges of the Commercial
Space shall be paid by the tenant directly to the maintenance agency/Company, the

Second Party shall remain absolved from paying the monthly maintenance charges
for the said period.
4) That the Buyer agrees that the present payment of the assured/secure return is the
subject to the compliance of the terms and conditions as stated above. The buyer
hereby duly authorizes the company to lease out the said unit on his behalf and as
and when requires to the company/First Party it can change/replace the tenant of
the said premises.
5) That the second party ensures to the First party to that if any specific authority or
delegation of powers will be required to the first party for entering into Rent
agreements, ejectments, presentations before any authority. The Second party shall
provide the same to the First Party as and when it will be required.
6) That the first party ensures to the second party that in case the said premises
remains vacant during the substance of leasing rights of said 15 years, the First
party shall be bound to pay the sum of assured rent in accordance with the
schedule mentioned above without any dimer or delay.
7) That the buyer agrees that the payment of the Secured Rental is the subject to the
compliance of the terms and conditions as stated above. The buyer hereby duly
authorizes the company to lease out the said unit on his behalf.
8) The parties herein shall resolve all disputes in connection with this MOU amicably by
mutual negotiation, failing which, the parties shall be referred to a sole Arbitrator to
be nominated by the Company for Arbitration under the Arbitration and Conciliation
Act, 1996, with its statutory modifications, enactments or re-enactments thereto.
The Arbitration proceeding shall take place in Ghaziabad and the language to be
used in the proceeding shall be English.
9) That this MOU has been executed in two counterparts and each such counterpart
shall be an independent instrument but both of them together constitute the one
and same MOU. Each party shall be entitled to one such counterpart. Any change or
amendment made to this MOU shall be made only in writing and signed by both
parties.
10) Any notices required to be served by the parties under this MOU shall be served by
hand delivery, registry or any other mode at the following address:

If to the Company:

If to the Buyer:

Address:

Address:.

In the event of any change in the address the same may be duly notified in writing
to the other party.

IN WITNESS WHEREOF, the parties hereto have signed this MOU on the day, month
and year first written above in the token of acceptance thereto.

For the Company (..)

For the Buyer

Witness:

(Signature, Name, Fathers Name, Address)

1.

2.