Category Archive Corporate / Business

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Revocation of the Power of Attorney

The Revocation of Power of Attorney is a legal document used by the signatory of the Power of Attorney to cancel the powers granted to the agent.

It determines the terms and condition for revocation.

Draft of Revocation of the Power of Attorney
Let is be known to all men through these presents that I…………….s/o………………..r/o……………….do hereby remove and cancel all the powers and authorities given by me to Shri……….s/o……….r/o……….by virtue of a power of attorney dated……….

I further declare that all or any of the act done or executed by aforesaid Shri…………s/o………….r/o…………under or in pursuance of the aforesaid power of attorney dated…………shall not be deemed to be my acts nor done in my name or on my behalf, after the execution of this present deed.

IN WITNESS WHEREOF act……….

Disclaimer: The information contained in the sample document is general legal information and should not be construed as legal advice to be applied to any specific factual situation. Any use of the Site or document format DOES NOT create or constitute a solicitor-client relationship between LawRato or any employee of or other person associated with LawRato and a user of the Site. The information or use of documents on the Site is not a substitute for the advice of a lawyer.

Bydeb

General Power of Attorney

A power of attorney is a legal document giving one person (called an “agent” or “attorney-in-fact”) the power to act for another person (the principal). The agent can have broad legal authority or limited authority to make legal decisions about the principal’s property and finance. The power of attorney is frequently used in the event of a principal’s illness or disability, or when the principal can’t be present to sign necessary legal documents for financial transactions.

It is a document that lists the authorization/power given to the third party.

  Draft of General Power of Attorney


To All to Whom these presents shall come, I …….. of ……

WHEREAS, I am desirous of appointing some fit and proper person to look after all my immovable properties, business and other affairs and requested Mr. …… of …….. (hereinafter called ‘the Attorney’) to act for me and manage and look after my affairs which the Attorney has consented to do

NOW KNOW YOU ALL AND THESE PRESENTS WITNESS that I, the said … do hereby appoint the said ….. as my true and lawful Attorney with full power and authority to do and execute all acts, deeds, and things as hereinafter mentioned.

1.     To ask, receive and recover from all receivers, farmers, tenants and all other occupiers whatsoever whether holding under a written lease or agreement or otherwise, of my lands and buildings, all rents, arrears of rent, services. issues, profits, emoluments and sums of money now due owing and payable or at any time hereafter to become due, owing and payable in respect of the same in any manner whatsoever and also on non- payment thereof to take summary proceedings to distrain or distress according to law and to give notices to quit, and vacate and file suits and proceedings in ejectment and to recover rents and compensation for use and occupation and to make like and appropriate demands and take like and appropriate actions and proceedings against trespassers.

2.     To appoint any fit person to be steward, bailiff, receiver or servant for the management of my lands and premises and to recover rents thereof and the same or any of such stewards, bailiffs, receivers or servants at pleasure to remove and displace as the attorney shall think fit.

3.     To contract with any person for leasing for such period at such rent subject to such conditions as the attorney shall see fit, all or any of the said premises and any such person, to let into possession thereof and to accept surrenders of leases and for that purpose to make and execute any lease or grant or other lawful deed or instrument whatsoever which shall be necessary or proper in that behalf.

4.     To pay or allow all taxes, rates, assessments, charges. deductions, expenses and all other payments and outgoings whatsoever due and payable or to become due and payable for or on account of my said lands, estates and premises.

5.     To enter into and upon my lands and buildings and structures whatsoever and to view the state and defects for the reparation thereof and forthwith to give proper notices and directions for repairing the same and to let manage and Improve the same to the best advantage and to make or repair drains and roads thereon.

6.     To sell (either by public auction or private treaty) or exchange and convey transfer and assign any of my lands and buildings and other property for such consideration and subject to such covenants as the Attorney may think fit and to give receipts for all or any part of the purchase or other consideration money And the same or any of them with like power, to mortgage charge or encumber and also to deal with my immovable personal property or any part thereof as the Attorney may think fit for the purpose of paying off reducing consolidating, or making substitution for any existing or future mortgage. charge, encumbrance. hypothecation or pledge of the same or any part thereof as the Attorney shall think fit and in general to sanction any scheme for dealing with mortgages, charges hypothecations or pledges of any property or any part thereof as fully and effectually as I myself could have done.

7.     To purchase, take on lease or otherwise acquire such lands, houses, tenements and immovable property generally as the Attorney may think fit or desirable.

8.     To prepare a layout by sub-dividing any land into plots and obtain necessary approval of any local authority for the same if required.

9.     To develop any land or plot of land vacant or with any building or structure thereon by constructing new building or buildings thereon and on Flat ownership basis, to sell the flats and other premises therein on such terms as the Attorney may think fit and to transfer the land with such building to any co-operative housing society or company or on Apartment ownership basis and to execute necessary documents in that behalf.

10.  To enter into any development agreement with any developer or builder authorising him to develop any of my properties as mentioned above and to do and execute all acts and deeds as may be required to be done or executed.

11.  To sell or to concur in selling in private sale or In any other manner any of my stock, merchandise, goods, chattels and other effects, articles and things for such consideration and subject to such conditions as the Attorney may think fit and to receive the proceeds thereof and to give receipt for all, or any part of the sale proceeds or other consideration money.

12.  To pledge, hypothecate or charge or concur in pledging hypothecating or charging with, to or in favour of a Bank or Banks or any other financier body or Individual any personal or moveable properties, goods, chattels, merchandise, commodities, effects and things for such considerations and subject to such conditions as the Attorney may think fit and for that purpose to sign, execute and deliver all necessary instruments and deeds of mortgage, charge, hypothecation, pawn, pledge, lien and trust receipts and to receive the consideration money or otherwise for such pledge,pawn, hypothecation,charge, mortgage, lien and the like.

13.  Also to draw, make, sign, accept or endorse pledge, hypothecate or otherwise negotiate all or any foreign or Inland bills of exchange, hundi, cheques, orders for payment of money and promissory notes and to sign, seal, execute, deliver, endorse, accept, assign or transfer all mortgage deeds, bills of lading, delivery orders or other symbols or Andicia of or documents of title relating to goods or merchandise, policies of assurances, charter parties, ships certificates, bills of sale, securities of any Government, municipality or local authority wheresoever situate or other stocks, shares, debentures, mortgages, obligations, or other securities of any company or corporation whether commercial, municipal or otherwise and all and every other public or other securities, stocks or shares, foreign or otherwise and to deal with the same and to receive the proceeds thereof respectively.

14.  To purchase, take on hire, borrow or otherwise acquire machinery, tools, spare parts, raw materials, merchandise commodities, goods, wares, articles, effects and things and to deal in and with the same and to dispose of the same in such manner and for such consideration as the Attorney may think fit.

15.  To borrow any sum of money on such terms and with or without security as the Attorney may think fit for any of the purposes of these presents.

16.  To deposit any money which may come to his hands as such attorney with any banker,broker or other person and any of such money or any other money to which i am entitled which now or hereafter is or shall be deposited with any banker, broker or other person to withdraw and either employ as the Attorney shall think fit in the payment of any debts or the keeping down of interest payable by me or the creation of sinking fund for the liquidation of any charges or encumbrances affecting any moveable and immovable property or any part thereof or in or about any of the purpose mentioned in these presents or otherwise for my use and benefit or to invest in any such stocks, funds, shares or securities as the Attorney may think proper and to receive and give receipts for any Income or dividends arising from such investments and the same investments to vary or dispose of as the Attorney may think fit.

17.  To continue and or to open new, current and or overdraft accounts in my name with any Banks or Bankers and also to draw cheques and otherwise to operate upon any such accounts.

18.  To engage, employ and dismiss any agents, clerks, servants or other persons in and about the performance of the purposes of these presents as the Attorney shall think fit.

19.  To sell any of my present or future investments and for that purpose to employ and pay brokers and other agents in that behalf and to receive and give receipts for the purchase money payable in respect of such sales and to transfer any of my investments so sold to the purchaser or purchasers thereof or as he or they may direct and for these purposes to sign and execute all such contracts transfer deeds and other writings and do all such other acts as may be necessary for effectually transferring the same.

20.  To accept the transfer of any share, stocks, debentures stocks, annuities, bonds. obligations or other securities of whatever nature that may at any time be transferred to me.

21.  To attend, vote at and otherwise take part in all meetings held in connection with any company or corporation with which I am concerned as a member, shareholder or otherwise or In relation to any of my investments and to sign proxies for the purpose of voting thereat or for any other purpose connected therewith as freely as I myself could do.

22.  Out of any of my moneys in his hands or under his control to pay all calls that may be lawfully made upon me or other expenses that may be Incurred in relation to any of my Investments and to give security for payment of the same.

23.  To exercise all other rights and privileges and perform all other duties which now or hereafter may appertain to me as a holder of debentures or shares or stock in any company or corporation.

24.  To ask, demand, sue for. recover and receive from every person every body politic or corporate whom it shall or may concern all sums of money, rents, issues, profits, debts, dues, goods, wares,merchandise, chattels, effects and things of any nature or description whatsoever which now are or which at any time or times during the subsistence of these presents shall or may be or become due owing payable or belonging to me in or by any right, title, ways or means howsoever and upon receipt thereof or of any part thereof to make sign execute and deliver such receipts releases or other discharges for the same respectively as the Attorney shall think fit.

25.  To settle any account or reckoning whatsoever wherein i am now or at any time hereafter shall be in anywise interested or concerned with any person whomsoever and to pay or receive the balance thereof as the case may require.

26.  To receive every sum of money whatsoever which now is or at any time hereafter may be due arising or belonging to me upon or by virtue of any mortgage, charge, pledge hypothecation or other security whatsoever and on receipt thereof to make, sign. execute and give good and sufficient release or other discharges for the same and also to sign, execute, make and deliver all proper and sufficient reconveyances, releases and other assurances of the lands and premises which shall have been mortgaged or charged as security therefor and also to consent to any such alteration or modification of the nature or conditions of the said securities as the Attorney shall think fit.

27.  To compound with or make allowances to any person for or in respect of the aforesaid debts or any other debt or demand whatsoever which now is or shall or may at any time hereafter become due or payable to me and to make or receive any composition, dividend thereof or thereupon and to give receipts, releases or other discharges for the whole of the same debts, sums or demands or to settle compromise or submit to arbitration every such debt or demand and every other claim. right, matter or thing due to or concerning me as the Attorney shall think most advisable for my benefit and for that purpose enter into. make, sign, execute and deliver such bonds of arbitration or other deeds or instruments as are usual in like cases.

28.  To commence any suit, action or other proceedings In any Court of justice and before any public officer or Tribunal for the recovery or enforcement of any debt, sum of money, right, title, Interest, property matter or thing whatsoever now due or payable or to become due or payable or in anywise belonging to me by any means or on any account whatsoever and the same action, suit or proceedings to prosecute or discontinue or become non-suit therein If the Attorney shall see cause and also to take such other lawful ways and means including proceedings in execution. distress, distrain and the like for recovering or getting in any such sum of money or other thing whatsoever which shall by the attorney be conceived to be due owing, belonging or payable to me by any person whosoever and also to appoint any advocates, solicitors and legal advisers to prosecute or defend In the premises aforesaid or any of them as occasion may require And from time to time, them or any of them to remove and other or others to appoint In their place and to pay them such fees and remuneration as the Attorney shall think fit or be advised and for all or any of the purposes aforesaid to sign, execute, deliver. file all necessary vakalatnamas, war- rants to act, plaints, petitions, applications, defences, statements, ac- counts, declarations, affidavits, and other documents, papers and writings.

29.  To defend any suit or legal proceedings taken against me in any court of law and to do all acts and things as are mentioned above.

30.  To accept service of any writ of summons or other legal processes or notice in any suit or legal proceedings and any person to represent in such court civil or criminal, or revenue court or tribunal or before any officer or other Tribunal whatsoever.

31.  To make any declaration or affidavit in proof of any debt or debts due or claimed to be due to me in any proceedings taken or hereafter to be taken by or against any person firm or company under any Act or Ordinance for the time being in force for the relief or otherwise of insolvent debtors or the winding up of companies and to attend all meetings of creditors under any such proceedings and to propose, second or vote for or against any resolution at any such meeting and generally to act for me in all proceedings whether by way of bankruptcy or liquidation by arrangement or by composition which may be taken against or for the relief of any debtor as the Attorney shall think fit.

32.  To exercise any power and any duty vested in me whether solely or jointly with another or others as executor, administrator, trustee or in any other fiduciary capacity (including powers and trusts to sell or lease land or to receive and give good receipts for money) so far as such power or duty Is capable of being validity delegated.

33.  And also to appear before the Registrar or Sub – Registrar of any District or Sub-District appointed or to be appointed under any Act or law for the time being in force or otherwise for the registration of deeds, assurances, contracts or other Instruments and then and there or at any time thereafter to present and register or cause to be registered any deeds, assurances. contracts or other instruments In which i am or may be by the Attorney deemed to be Interested and to pay such fees as shall be necessary for the registration.

34.  To enter into, make, sign, seal, execute, deliver, acknowledge, perform all engagements, contracts, agreements, deeds, declarations, bonds, assurances and other documents, papers, writings and things that may be necessary or proper to be entered into, made signed, executed, delivered, acknowledged and performed for any of the purposes of these presents or to or in which I am or may be party or in any way Interested.

35.  To appear on my behalf and to represent my interest before the Income tax, Wealth-tax and Gift-tax and/or other Taxing Authorities in respect of my Income tax. Wealth-tax, Gift-tax, as also before any Tribunal, or Court.

36.  To sign on my behalf Income-tax, Wealth-tax and Gift-tax returns and to submit the same on my behalf to the respective Taxing Authorities,

37.  To sign, declare and affirm on my behalf all the applications, documents. declarations and affidavits as may be necessary for the purposes of the Income-tax, Wealth- tax and Gift -tax affairs and to submit and file the same with the respective Taxing Authorities, to file appeals and references as the Attorney may be advised and as he may deem fit and proper against the orders and decisions of the Income-tax, Wealth-tax and Gift-tax Authorities in respect of my assessment proceedings. to appoint on my behalf such Auditors, Accountants and Advocates as the said Attorney shall deem fit and proper for representing me before the Income-tax, Wealth-tax and Gift-tax and/or Taxing Authorities or any other Tribunal or Court in respect of the Income-tax, Wealth-tax and Gift-tax Assessments and to discharge them and appoint new Auditors, Accounts and Advocates as the case may be An their place, to compound, compromise and settle with the Income-tax, Wealth-tax and Gift-tax Authorities the orders and assessments made by them, to apply for time for payment and to apply for instalments for the payment of the amount assessed and to be paid by me to the Income-tax, Wealth-tax and Gift-tax or other Taxing Authorities, and to do all acts and- things regarding the said matters.

38.  And also for the better and more effectually doing, effecting and performing the several matters and things aforesaid to appoint from time to time or generally such person or persons as the Attorney may think fit as his substitute or substitutes to do, execute and perform all or any such matters and things as aforesaid and any such substitute or substitutes at pleasure to remove and to appoint another or other in his or their place.

39.  In general to do all other acts, deeds. Matters and things whatsoever in or about my estate, property and affairs or concur with persons jointly Interested with myself therein in doing all acts, deeds, matters and things herein either particularly or generally described as amply and effectually to all Intents and purpose as I could do in my own proper person if these presents had not been made.

AND I, the abovenamed ……….. do hereby undertake to ratify whatever the Attorney or any substitute or agent appointed by him under the power In that behalf hereinbefore contained may lawfully do or cause to be done in and by virtue of these presents.

IN WITNESS WHEREOF I, the abovenamed ……….. have hereunto set my hand this ……….. day of. ………. in the ………

Signed, sealed and delivered by the withinnamed

in the presence of ……….

Disclaimer: The information contained in the sample document is general legal information and should not be construed as legal advice to be applied to any specific factual situation. Any use of the Site or document format DOES NOT create or constitute a solicitor-client relationship between LawRato or any employee of or other person associated with LawRato and a user of the Site. The information or use of documents on the Site is not a substitute for the advice of a lawyer.


Bydeb

Irrevocable Power of Attorney

Irrevocable power of attorney means a power of attorney which a principle cannot revoke. In order to constitute an irrevocable power of attorney there must coexist with the power a beneficial interest in the subject thereof which is enforceable, or the power must be given as security for the payment of a sum of money other than that which arises as compensation through the exercise of the power, or as security for the performance of some act of value. It is also called as a power of attorney coupled with an interest.

It is a document list the authorization/power given to third party and further the power of attorney cannot be revoked.

Draft of Irrevocable Power of Attorney
Know All Men by These Presents That We/ M/s………………a public/private ltd. Company incorporated under the Companies Act,____ with its registered office at…………….through Shri………….authorised by the Board of Directors of the Company vide Resolution dated or Constituted as a Sole/Proprietor ship Concern /Firm under the Indian Partnership Act, 1932 with its principal place of business at……………….through its partners/Namely Shri…………..having executed in favour of the Uttar Pradesh Financial Corporation a Statutory body incorporated under the State Financial Corporation an agreement a deed of hypothecation for Rs……..Rupees…………………………………..only and secured the repayment thereof by deposit of the Corporation empowering the corporation to execute a deed of mortgage in the form of an English Mortgage and have the same registered at the cost of the Company /Firm Concern if and wherever the Corporation find it advisable to do so during the pendency of the liability of the company firm concern to the corporation. Do hereby appoint the Corporation to be its attorney for its and in its name and on its behalf for otherwise for the Company/Firm/Concern for the purpose hereinafter mentioned.

To execute a mortgage in the form know as English Mortgage of the whole of the assets of the company/firm sole proprietor including and building machinery a electric fittings both present and future in favour of the corporation on terms and condition contained in the agreement and deed of hypothecation.

To sign the said deed of mortgage for and behalf of the Company/Firm concern and to have it registered with proper registering authority by admitting its execution and passing of consideration on behalf of the company/firm/concern and for the company/firm/concern.

And also execute and to do all such other acts and things as our said attorney shall deem fit for the purpose of securing the said repayment of the loan by the company /firm concern aforesaid.

To perform and obtain the Income-tax clearance certificate under Section 230-A (I) of Income-tax Act, for and on behalf of the borrower.

To apply and obtain the necessary permission/exemption under Urban Land Ceiling and Regulation Act, 1976 for and on behalf of the borrower, if necessary.

To perform the above functions either through himself for through lawfully constituted authority.

And the company/firm/concern hereby do agree to ratify and confirm whatever its said attorney shall do here under.

IN WITNESS WHEREOF, I/WE…………………………have hereunto set my/our hand(s) this………….day of…………..in the year …………

(…………….)

(…………….)

Signature

THIS POWER OF ATTORNEY was this………..day of……… produced and executed before me and the within named………….who is ./are known to me has/have acknowledged it to be their/his act and execution.

SIGNATURE AND SEAL OF

THE PUBLIC NOTARY

Disclaimer: The information contained in the sample document is general legal information and should not be construed as legal advice to be applied to any specific factual situation. Any use of the Site or document format DOES NOT create or constitute a solicitor-client relationship between LawRato or any employee of or other person associated with LawRato and a user of the Site. The information or use of documents on the Site is not a substitute for the advice of a lawyer.

Bydeb

Joint Venture / Share Holder’s Agreement

A joint venture (JV) is a business arrangement in which two or more parties agree to pool their resources for the purpose of accomplishing a specific task. This task can be a new project or any other business activity.
 
It determines the rights and obligation of both ther parties and binds both the parties.

  DRAFT OF JOINT VENTURE/SHARE HOLDERS AGREEMENT

MODEL OF A JOINT VENTURE/SHARE HOLDERS AGREEMENT BETWEEN TWO COMPANIES HOLDING EQUAL SHARES IN THE JOINT VENTURE COMPANY TO BE INCORPORATED FOR A PARTICULAR PROJECT

THIS AGREEMENT executed at_______________ on the day of___________________

BETWEEN: M/S. ABC PRIVATE LIMITED.

(herein after referred to as the “ABC”, which expression shall, wherever the context so requires or admits, mean and include, its successors and assigns).

A N D: M/S.XYZ PRIVATE LIMITED,

(here in after referred to as the “XYZ “, which expression shall, wherever the context so requires or admits, mean and include, its successors-in-title and assigns);

WITNESSES AS FOLLOWS:

      I.        WHEREAS ABC is engaged in business of ____________________ and have the necessary experience and expertise in that field;

     II.        WHEREAS the XYZ are doing ____________________________________ and have the necessary experience and expertise in that field;

    III.        WHEREAS the parties hereto have decided to float a project of _______________________________ ( hereinafter referred to as the “PROJECT”);

   IV.        WHEREAS ABC and XYZ both having the necessary infrastructure and the capabilities of providing the services required for the project have agreed to form a Joint Venture Company for the Project and ABC and XYZ are desirous of entering into an Agreement for constituting Joint Venture Company in terms hereof;

    V.        WHEREAS the Parties hereto for the said Project have decided to form a Joint Venture Company and whereas subject to all necessary consents, licences, permissions and authorities to be procured for the formation and incorporation of the joint venture Company in the State of India, with the principle object, inter alia, being that of ____________________;

   VI.        WHEREAS ABC and XYZ are desirous of recording the Agreement with regard thereto and the agreement arrived at between them;

  VII.        NOW THIS AGREEMENT WITNESSESTH AS FOLLOWS:

1.     It is agreed between the parties hereto to constitute a new Company which will be incorporated under the provisions of the Companies Act, 1956 or Companies Act, 2013 and the Parties further agree that the said Company shall carry on its business in the name and style of “XYZ – ABC PRIVATE LIMITED” or any other name as may be mutually agreed between the parties hereto, (hereinafter referred to as the “SAID COMPANY” or “JOINT VENTURE COMPANY”)

2.     It is agreed that the terms and conditions of this Agreement shall govern the relationship of ABC and XYZ and the rendering of services under this Agreement and any subsequent Agreement;

3.     It is agreed between the Parties hereto that the share holdings of the said Company shall be held by XYZ and ABC in the ratio of _% belonging to XYZ and _% belonging to ABC;

4.     The Company shall be incorporated in the State of _________, after following all the provisions of the Companies Act, including any amendments from time to time, required for the incorporation thereof. The Registered Office of the Joint Venture Company shall be situated at “__________”, ___, ________ Road, ___________________;

5.     It is agreed between the Parties hereto that the said Company shall have as its object of business recorded in the Memorandum of Association & Articles of Association inter alia _____________________________________________________________________;

6.     It is agreed between the Parties hereto that the authorised capital of the said Company shall be Rs.______ /- (Rupees _______only) divided into ______equity share of Rs.__________ /- (Rupees _________only) each;

7.     The Parties hereto shall jointly approve the Memorandum and Articles of Association of the said Company taking into consideration the principle objectives as set out in Paragraph 5 above;

8.     ABC shall on incorporation of the Joint Venture Company subscribe to ___% of the authorised share capital and the XYZ shall on the incorporation of the said Company subscribe to __% of the authorised share capital, and pay for such shares on call made by the said Company towards the said shares, within the period prescribed;

9.     The Parties further agree that the authorised capital of the said Company may be increased from time to time as per the Provisions of the Companies Act and as per the financial requirements of the said Company and as approved by the Board of Directors/General Body Meeting and it is further agreed that on the authorised capital being increased ABC and XYZ will be entitled to subscribe thereto in equal ratio and only after the other Party by written notice under acknowledgement rescinds the offer to apply for additional shares will the other be entitled to subscribe for those share not applied for;

10.  ABC and XYZ agree that till such time as the project is being handled by the Joint Venture Company, ABC and XYZ shall always have equal representation on the Board. Mr.____________ shall be the Nominee Director of ABC and Mr._________________ of XYZ Group being the First Directors who shall hold the Office for entire period of the project, save and except both of them will not be liable for retirement. The number of Directors will be ______in total, ___ from ABC and _____from XYZ;

11.  It is further agreed between the Parties that in the event of any of the Director from any of the group retiring/being removed/dying or becomes unable to perform the duties of a Director or for any reason ceases to be employed by the Party that nominated them then such party shall promptly by written notice served to the other party name in Successor thereof so that the strength of the Board of Directors remains same as before;

12.  Meetings of the Board of Directors for the transaction of business of the Joint Venture may be called, subject to reasonable notice by the Directors of either party.

13.  The Board of Directors shall have full responsibility and authority for the performance of the Company including but not limited to assignment of services between the Parties, preparation of the schedule of services, settlement of disputes and any other items affecting the performance of services under this Agreement;

14.  The Board of Directors shall constitute a committee being the Executive committee for the execution of the work of the Project Agreement and the said committee shall consist of one representative of ABC and another from XYZ and at all times there shall be equal representative on the said committee from ABC Group and the XYZ Group;

15.  The Executive Committee shall be:

a.     Responsible for the direction and management of the Work in accordance with the policies and procedures established by the Board of Directors;

b.    Responsible for the Co-ordination of the Work; and

c.     ____________________________________________ The Board of Directors may from time to time change the existing Executive Committee by replacing its representatives, however the representation of ABC and XYZ shall always be equal on such committee;

16.  Action and decisions of the Board of Directors shall be by unanimous vote and shall be final, and conclusive and binding upon both ABC and XYZ;

17.  In the event the Board of Directors is unable to reach any unanimous decision, ABC and XYZ agree that the matter in controversy shall be referred to Mr.__________ with regards to matter relating to _________________________ and _____ Mr._____ with regards to matter relating _________________________________ who shall make an interim decision which may be subject to arbitration if the parties hereto do not accept the decision;

18.  The Parties agree that the Board of Directors shall by and large conduct business of the said Company on the basis of the Agreement arrived at between them under this Agreement or mutually agreed between them in writing from time to time between them, giving effect to the understanding arrived at between them under this Agreement;

19.  The Parties further agree that until mutually agreed in writing by and between the parties hereto the said Company shall not:

a.     increase or re organise its authorised capital;

b.    amend the Memorandum of Association & Articles of Association;

c.     dissolve or liquidate the said Company;

d.    in any manner deal with and dispose off or create any charges with regards to the assets of the said Company or its business;

e.     Amalgamate with any other Company;

f.     to stand and guarantee in any manner for any other parties or any other person/s without the prior consent and without the Special Resolution of the General Body Meeting of the said Company;

20.  Each of the Parties hereto agree that they shall perform their obligations as set out in Clause 24, 25 and 26 with regards to the said Company so as to complete the project undertaken by the said Company as a successful venture;

21.  The Parties further agree that as the nature of business undertaken by the Parties is relating to the Project to date which will get transformed to the said Company, any business which has been set out in the Memorandum of Association of the said Company shall be done by XYZ and ABC through the said Company only;

22.  ABC and XYZ shall furnish all necessary know how experience, expertise, man power, managerial assistance to make success of the project undertaken by the said Company;

23.  The Joint Venture Company shall share, in the manner provided for in the Agreement, the obligations and responsibilities for the services to be performed for the Project as described in this Agreement. Both ABC and XYZ shall give strategic input to the Joint Venture Company to perform the specific services as given below:

24.  Both ABC and XYZ will give their input for:- Marketing, project management, i.e., monitoring of the execution of the project from the stage of commencement to completion and property management thereon; Identifying Consultants and Contractors, finalisation and awarding tenders to all Contractors and Consultants; Any other services required to fulfill the needs of the project;

25.  ABC shall give their inputs on procurement and work of all design and technical consultants;

26.  XYZ shall give their input in liasoning with local authorities, Government for obtaining permissions for Plan sanction including all the approvals required from various Governmental Agencies for the purpose of construction and completion of the Project.

27.  Neither ABC nor XYZ shall enter into any separate agreement/s with ______________ for services in connection with this Project as long as the association between ABC and XYZ with regards to the Project is in existence;

28.  The Services required of the parties to Joint Venture Agreement shall be limited to the performance of services required under this Agreement;

29.  ABC and XYZ intend that the responsibilities and obligations set out in this agreement shall be borne and performed by each of the party as stated herein and the financial contribution as and when required for the Company shall be in proportion of their participation as provided in clause 3 of this Agreement;

30.  It is agreed between ABC and XYZ that for the purposes of ———————————— the same shall be done by ABC and XYZ together and for the said purpose ABC and XYZ will constitute and form another company in which both ABC and XYZ will have equal shares and XYZ and ABC will have equal representation on board at all times;

31.  The Parties agree that as the Parties shall be working in co-ordination with each other and for the furtherance of the interest of the said Company and during the course of work any information, expertise or knowledge material, documents or trade secret exchanged between the parties shall be kept secret and neither parties hereto shall divulge the same to any Third Party in any manner whatsoever and accordingly the parties shall on the incorporation of the said Company include a Clause in the Memorandum and Articles of Association to maintain the trade secret between the parties hereto/shareholder/Directors or anyone employed by the said Company and accordingly the parties shall also execute such document between them after incorporation of the said Company as may be necessary and as advised;

32.  It is agreed between the Parties that amounts received by the Joint Venture Company will be allotted to ABC and XYZ equally The distribution so made will be irrespective of the expenses that may be incurred by either XYZ or ABC towards their staff or expenses or any other head of accounts;

33.  It is agreed between the ABC and XYZ that for the compliance of their respective obligation to be fulfilled in terms of this Agreement and after meeting the basic expenses of the joint venture company, the amounts in hand of the Joint Venture Company will be distributed between ABC and XYZ in the respective proportion set forth in Clause 3 of this Agreement. Upon completion of this Agreement, funds remaining after payments of outstanding indebtedness of the Joint Venture Company shall be distributed to the respective Parties in the same proportion as set forth in Clause 3 above;

34.  Should the Board of Directors determine that additional funds are required for the performance of the Project Agreement for any reasons or to pay losses arising there from or to eliminate any deficits resulting from prior overpayments to the ABC or XYZ, the Parties shall within 14 working days after the decision of the Board of Directors contribute such funds in proportions set forth in Clause 3 of this Agreement;

35.  In the event of any of the Party does not contribute for any reasons such funds as may be determined under Clause 34 above the other party may at its discretion bring in the amounts to be contributed by the other party or any part thereof at its discretion and in this event the Other party will be liable for payment of the amounts to the Party contributing in excess along with interest at the rate of 22% per annum or any part thereof to be calculated from the date of contribution to repayment;

36.  It is agreed between the parties that the amounts that may become payable in terms of Clause 34 above by the Party failing to contribute in terms of Clause 34 the Party contributing the amounts will be entitled to the said amounts at the first instance from the amounts to be disbursed and out of the share of the Party defaulting in payment along with the interest as stipulated in para 35 and thereafter if any amounts are balance to the share of the party defaulting will be taken by him;

37.  It is agreed between parties hereto that the Joint Venture company will employ necessary persons for the purpose of services to be rendered for the project and for the purpose of the project and the said personnel will be employed by mutual consent of both XYZ and ABC. The salary and payment with regards to the said employees shall be borne by the said Joint Venture Company;

38.  It is agreed between XYZ and ABC that in the event that either XYZ or ABC or its personnel are required to render service to the Joint Venture company either in sales promotion or any other area of work of the project, then in that event, all the actual expenses incurred will be reimbursed to either XYZ and or ABC as the case may be. The nature of expenses permitted for reimbursement are set out in Annexure ______ hereto;

39.  The Parties hereto agree that on the incorporation of the said Company, the said Company in its first meeting shall ratify what has been agreed hereunder;

40.  The Parties after the execution of this agreement shall finalise between them the master plan charting out the plan for execution of the project, setting goals, time frames, manner and method of implementation of the project, the day to day operations and manner in which the said company would handle the entire project;

41.  The said Company shall appoint an independent Chartered Accountant who shall perform such duties as determined by the Board of Directors which shall include regular audit accounts of the said Company file all necessary forms, applications, accounts with the concerned authority as may be necessary and as per the Provisions of the Companies Act, or any other Statutory Authority with regards to the said Company. For the purpose of this agreement the certified figure of the independent Chartered Accountant shall be final conclusive and binding upon the parties;

42.  The Parties hereto agree that all the preliminary expenses with regards to the incorporation of the said Company including all the costs, charges, expenses, professional fees, out of pocket expenses that may be incurred during the incorporation and formation of the said Company and incidental to the establishment of the said Company shall be borne by and paid for by the said Company;

43.  The Board of Directors shall appoint an Accountant for the Joint Venture Company who shall maintain the day to day books of the Company on the generally accepted accounting principles;

44.  The Board of Directors may authorise one or more bank accounts in any bank nationalised or private and the said Bank account/s for all purposes shall be operative under the joint signature of the representative/s of ABC and XYZ;

45.  All payments received by the Joint Venture, in connection with this Agreement, shall be promptly deposited in the aforementioned Joint Account and invoices received by the Joint Venture shall be paid by Cheque drawn against the Joint account;

46.  Records of the Joint Venture which are required pursuant to law to be retained beyond the duration of this Agreement shall be retained at such place(s) as determined by the Board of Directors and the cost thereof shared by the parties in proportion to their respective interest as described in Clause 3 of this Agreement;

47.  Joint Venture property shall consist of the capital contributions described in Clause 8 of this Agreement and any other property obtained with the funds of the Joint Venture. The Joint Venture property shall be identified and recorded in the Joint Venture accounts;

48.  This Agreement represents the entire and integrated agreement between the Parties and supercedes all prior negotiations, representations and agreements, either written or oral. The Agreement may be amended only by written instrument signed by each Party to this Agreement;

49.  Neither party shall assign this Agreement without the written consent of the other;

50.  The right of any person, firm or corporation, claiming by, through or under any Party (including, but not limited to judgement or other creditors, receivers, trustees, assignees, executors and administrators), to assert any claim against the right of interests if any Party shall be limited in any event to the right to claim or receive after completion of the Project Agreement, and after the doing of the accounts of the Joint Venture, the proportional interest of such Party as described in Clause 3 of this Agreement, and then only subject to the equities of the other Party as set forth in this Agreement;

51.  The Parties to this Agreement, respectively bind themselves, their successors, assigns and legal representatives to the other Party with respect to all covenants of this Agreement;

52.  All public statements and releases, including the issuance of photographs, models and renderings, for all media for the duration of this Agreement, are subject to the prior approval of the Board of Directors;

53.  In subsequent presentations made by the Joint Venture, in any brochures publicity material in any form of media with regards to the Project and any logo mark devised by the Joint Venture Company or any development/drawing that can be and which constitutes any intellectual property shall be the intellectual property of the Joint Venture Company and will be dealt in the manner set out herein

54.  If determined by the Board of Directors or required under the Project Agreement, intellectual property, reports, analysis, contracts, designs, drawings, specifications and other instruments of service prepared pursuant to this Agreement shall be registered, patented, copyrighted and secured as intellectual property rights as per the provision of law and in the name of the Joint Venture. The Joint Venture Company shall have the ownership and rights and privileges of all intellectual property rights acquired in the course of the Project and in so far as it is consistent with this Agreement XYZ and ABC will be entitled to use such intellectual property for any of its purpose including to prepare documents for other projects based on such Project information without any payment thereof so long as they are equal shareholders of the Joint Venture Company in terms of this agreement and not otherwise;

55.  Neither of XYZ nor ABC shall assign or transfer the intellectual property rights and interest so acquired or established pursuant to this agreement by the Joint Venture Company in the course of its Project, nor permit reproduction of Project documents otherwise then stated in clause 53 above, in any manner resulting in infringement or violation of any of the intellectual property rights secured by the Joint Venture Company during the course of the Project except upon written consent of the other Party;

56.  Documents prepared specifically for this Project by one of the Parties to this Agreement may not be copyrighted solely by that Party. Each Party hereby grants the other and the Joint Venture a licence to use and reproduce such documents in furtherance of this Agreement and Project;

57.  The Parties further agree that as far as the registered Office of the Company is concerned, the same shall be at _________________________________________or at mutually agreed place provided always that the Registered Office shall be at __________ State of _________, India;

58.  It is further agreed between the Parties hereto that during the existence of this Agreement and the incorporation of the said Company if there being any change in Law which may affect the incorporation of the said Company as agreed between the Parties hereto then in that event, the Parties hereto may mutually agree to terminate this Agreement without any claim of damages by either party and in the event of there being any pre incorporation expenses incurred by the Parties hereto, the same shall be shared equally between the ABC and the XYZ;

59.  In the event of there being any dispute which may result into a dead lock situation between XYZ and ABC, the Parties before invoking the rights set out in Clause 59 of this Agreement, the Party expressing that the other Party is in breach shall give a written notice of any situation likely to result in dead lock, putting forth all the details of the nature of dispute and the Parties will resolve the said dispute between 14 days of such written notice being received after which period, the Parties may refer the dispute to Arbitration as per the provisions of Clause 70;

60.  It is agreed between the parties that in the event of there being a dead lock situation with regard to the management of Joint Venture Company then in that event it is agreed between the parties hereto that for the purposes of removing the dead lock any one of the parties hereto who may chose to value the share held by it and on such valuation done by that party the other party will have the first option to either acquire at that price the shares of the party valuing it or sell its shares to the valuing party and the party valuing the shares will have no option but to either sell its share at the valuation set, to the other party or to acquire the shares of the other party at that value as the case may be;

61.  No Party will be entitled to sell transfer, pledge, mortgage, charge, encumber or otherwise dispose off or create any lien on or interest in, any of its shares in the Joint Venture Company, save and except as per Clause 63 below;

62.  In the event of any one of the Party decides to dispose off its shareholding, which shall always be the entire shareholding, it shall give notice of its intent of disposal to the other Party, and the other Party will have the right to acquire the entire shareholding on the valuation of the shares done by an Independent Chartered Accountant appointed by both the Parties or identify a buyer for the purchase of the entire shareholding within a period of 12 weeks from the receipt of the written notice from the Party intending to sell, after which period, the Party intending to sell its shareholding will be entitled to dispose of the shares to any third party. Any notice with regards to intend to sell the shareholding or refusal to acquire the shareholding, shall be done through Registered Post Acknowledgement Due.

63.  Notwithstanding the provisions setout in Clause 61, either of the Parties to this agreement would be entitled to transfer its shareholdings to any of its subsidiary or affiliate Companies, may be one or more such subsidiary or affiliate Companies and the shareholding of such transferee shall be clubbed for the purpose of the total shareholding of XYZ or ABC as the case may be. The Transferee shall be bound by the terms and conditions of this Joint Venture Agreement. For the purpose this agreement parties hereto agree that the meaning subsidiary /affiliate companies shall mean such companies wherein the Party desiring to transfer the share holding in the Joint Venture Company should have at least 51% shares in such affiliate or subsidiary as the case may be

64.  In the event of the Project being completed and in the event of there being no other project being undertaken the XYZ shall be entitled to take over the Joint Venture Company at Book Value, however the name of the Joint Venture Company will stand changed and XYZ shall not use the name of the Joint Venture Company. If XYZ does not desire to acquire the Company, the XYZ and ABC shall jointly sell the Company to any Third Party and the sale proceeds to be shared equally. The Party shall not be permitted to use the name of XYZ ABC;

65.  The Parties hereto agree that the address set out in the title of this Agreement are the true addresses and the notice/s may be issued to them at the said address in the event of there being any change of address, the same shall be intimated to all the Parties failing which any notice/s served on the existing address shall be deemed to be good service on the addressee;

66.  Any amendments to this Agreement shall be done with the consent of the Parties and in writing. Otherwise nothing shall be binding on the Parties hereto;

67.  This Joint Venture will commence as of the date of this Agreement. It is further agreed that the terms and conditions of this Agreement shall be an agreement governing the shareholder of the Joint Venture Company including where ever it relates to the provisions of share holding its transfers, conduct of the business by the parties hereto and conduct of the Board of Directors and the constitution of the Board of the Joint Venture Company and the terms set out herein;

68.  This Agreement shall remain in full force and effect until terminated by written agreement of the Parties or until the Project has been completed and all Joint Venture Property and money has been distributed in accordance with this Agreement and even after the incorporation of the Joint Venture Company as a shareholders agreement;

69.  The obligation of each party to contribute in accordance with this Agreement to the satisfaction of all debts and liabilities of the Joint Venture shall survive the termination of this Agreement;

70.  It is further agreed between the Parties hereto that in the event of there being any dispute with regards to this Agreement or any of the terms hereof or the interpretation of any of the terms of the Agreement or any dispute arising under the said Agreement, the same shall be referred to the Arbitration of two Arbitrators appointed by each of the Parties hereto i.e., ABC and the XYZ and the Arbitration proceedings shall be as per the provisions of the Arbitration and Conciliation Act, 1996 and the venue of such Arbitration proceedings shall be held and conducted in _________________alone;

71.  This Agreement shall be binding upon the Parties hereto and their successors in title and all the shareholders of the Joint Venture Company and their respective heirs, executors, administrators, successors in title and assigns as the case may be;

72.  If any provision of this Agreement shall, under any circumstance, be deemed invalid/inoperative to an extent, such invalidity shall not invalidate the whole Agreement, but the said invalid or inoperative provision shall be construed as not to be contained in this Agreement;

73.  The provisions of the Companies Act, 1956 or companies Act, 2013  would apply with regard to the governing of the Joint Venture Company otherwise than what has been agreed by and between the Parties hereto;

74.  It is agreed by and between the Parties hereto that the Courts at____________________ alone shall have jurisdiction with regards to this Agreement and the seat of Arbitration shall be _________ and the Arbitration proceedings shall be in English; IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT in the presence of the Witnesses attesting hereunder: SIGNED SEALED AND DELIVERED

BY THE WITHIN NAMED ABC

PRIVATE LIMITED REPRESENTED

BY ITS MANAGING DIRECTOR IN

THE PRESENCE OF THE FOLLOWING

ABC

WITNESSES:

1)

2)

SIGNED SEALED AND DELIVERED

BY THE WITHIN NAMED XYZ

PRIVATE LIMITED REPRESENTED

BY ITS MANAGING DIRECTOR IN

THE PRESENCE OF THE FOLLOWING

XYZ

WITNESSES:

1)

2)


Disclaimer: The information contained in the sample document is general legal information and should not be construed as legal advice to be applied to any specific factual situation. Any use of the Site or document format DOES NOT create or constitute a solicitor-client relationship between LawRato or any employee of or other person associated with LawRato and a user of the Site. The information or use of documents on the Site is not a substitute for the advice of a lawyer.


Bydeb

Formation Agreement to Convert a Partnership into a Limited Company

It is an agreement by which an existing partnership firm may sell its entire business to an existing limited company, or may convert itself to a limited company. On the sale or conversion the limited company takes over the business of a parternship firm for an agreed price known as “price consideration”. The price may be settled by the company partly by paying cash and partly by alloting its shares and debentures to the partners.

DRAFT OF FORMATION AGREEMENT TO CONVERT A PARTNERSHIP INTO A LIMITED COMPANY
 AGREEMENT is made at________on this_____ day of____________ between Mr. L s/o_______residing at ……… of the FIRST PART and Mr.M s/o_________residing at ………. of the SECOND PART and Mr. N s/o___________ residing at ………. Of the THIRD PART as follows:

The Parties are carrying on business of dealing in electronic goods in partnership in terms of the deed of partnership ____________ entered by and between them in the name of M/s. LMN & Co. and the parties now propose to convert the said partnership into a public company limited by shares under the Companies Act 1956  or Companies Act, 2013 , on the following terms agreed upon between them.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1.     The Parties agree that they will form and register a public company limited by shares with a view to carry on the business carried on by them in partnership as aforesaid.

2.     The name of the company will be ABC & Co. Ltd., subject to approval by the Registrar of Companies or such other name as will be approved by the parties hereto and by the said Registrar of Companies.

3.     The Memorandum of Association and Articles of Association will be got prepared by the lawyer to be appointed by the parties hereto and to be approved by the parties hereto. The main object of the proposed company will be to deal in electronic goods by way of manufacture, sale and purchase thereof or acting as the agents for sale of such goods for any other Company or concern.

4.     The nominal or authorized capital of the company will be Rs.__________ to be divided into equity shares of Rs.100/- each and________preference shares of Rs.100/- each.

5.     The valuation of the business of the said partnership together with its assets, stock-in-trade and goodwill including book debts but subject to liabilities will be obtained from the Chartered Accountants of the said partnership firm and the amount of such valuation will be taken as paid to the parties hereto by allotting equity shares and preference shares of the face value of such valuation as fully paid up to each of the parties hereto. The valuation of the assets and the goodwill of the said partnership business will be made and shown separately. The equity and preference shares in the capital of the company will be allotted to the parties hereto in the ratio or in proportion in which shares of the parties in the capital and property of the said partnership firm are held.

6.     The parties shall subscribe to the Memorandum and Articles of Association, one share each to be paid in cash and they will also secure additional at least four persons to subscribe to the Memorandum and Articles by agreeing to take one share each.

7.     Besides, the minimum subscription to shares required to commence business will also be contributed by the parties hereto in cash in the same proportion as aforesaid.

8.     The initial expenses required for registration of the company will be contributed by the parties in equal shares and the same will be reimbursed to them by the company after registration of the company.

9.     The parties hereto will be the first Directors of the Company and the Board of Director will be constituted after the registration of the company in terms of the Articles of Association. The total number of Directors shall not be more than five.

10.  On the registration of the company the parties agree to transfer the business of their said partnership together with all assets and liabilities and together with its goodwill and the benefit of subsisting contracts entered into by the partnership, by executing a Deed of Assignment of the business as a going concern in terms of the draft that will be prepared by the legal adviser of the parties.

11.  No invitation to the public to apply for allotment of shares of the issued capital to be fixed by the Director will be made until the shares to be allotted to the parties in cash as well as fully paid are allotted to the parties hereto and other subscribers to the Memorandum of Association.

12.  This agreement is provisional only and shall not be binding on the company until the date on which company is entitled to commence business under S. 149 of the Companies Act and on that date it shall become binding on the company formally adopting the same. In case that event shall not happen this agreement will be treated as canceled.

13.  On the registration of the company and the company becoming entitled to commence business, the Board of Director to be constituted as aforesaid will adopt this agreement so as to be binding on the company. A formal agreement will be entered into between the company and the parties for adopting and confirming this agreement.

14.  After the business of the said partnership is assigned to the company as aforesaid, the said partnership will be treated as dissolved and no party will be liable to pay any amount to the other in respect of such partnership. It is, however agreed that if any of the creditors does not accept the company as debtor for the amount, due to him on any account, the amount due to such creditor or creditors will be payable and paid by the parties hereto in proportion of their respective shares in the partnership and the valuation of the said business will be increased to that extent. The consent of the creditors to the transfer of the liability of the partnership to the company will be obtained before the transfer of the business to the company. A formal Deed of Dissolution will be executed by the parties and intimation of dissolution will be filed with the Registrar of Firms and advertised as required by law.

15.  The parties agree that so long as they will be directors and share holders of the company, none of them will start a similar business or be directly or indirectly interested in a similar business as that of the company.

16.  The parties agree that none of them will exercise any vote for removal of any of them as director.

17.  The costs of and incidental to the execution of the Deed of Assignment of the business by the parties hereto will be borne by the company.

18.  The liability to pay capital gains tax on transfer of the said business will be that of the parties in proportion to their shares in the partnership and the parties will indemnify the company against such liability.

IN WITNESS WHEREOF the parties have put their hands the day and year first hereinabove written.

Signed and delivered by

Within named partners

Mr. L,

Mr.M

Mr. N

IN the presence of_________

Witnesses

1._____________

2._____________


Disclaimer: The information contained in the sample document is general legal information and should not be construed as legal advice to be applied to any specific factual situation. Any use of the Site or document format DOES NOT create or constitute a solicitor-client relationship between LawRato or any employee of or other person associated with LawRato and a user of the Site. The information or use of documents on the Site is not a substitute for the advice of a lawyer.

 

Bydeb

Articles of Association for Public Companies

It Is a document that contains the purpose of the company as well as the duties and responsibilities of its members are  defined and recorded clearly. It is an important document which needs to be filed with the Registrar of  a Company.

DRAFT MODEL ARTICLES OF ASSOCIATION FOR PUBLIC COMPANIES
PART 1: DEFINITIONS AND INTERPRETATION

1.Defined terms

1.     The special meanings given to certain words and phrases in the articles are set out in the index of defined terms.

2.     Where a word or phrase is defined in the index of defined terms, other grammatical forms of that word or phrase used in the articles shall have a meaning which corresponds to that definition.

PART 2: DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIES

2.Directors’ general authority

Subject to the Companies Acts and the articles, the directors:

a.       shall manage the company’s business; and

b.       may exercise all the powers of the company for any purpose connected with the company’s business.

3.Members’ reserve power

1.     The members may, by special resolution, order the directors to act, or refrain from acting, in a particular way

2.     No such special resolution shall invalidate anything which the directors have already done.

DELEGATION OF DIRECTORS’ POWERS AND RESPONSIBILITIES

4.Directors may delegate

1.     Subject to the articles, the directors may delegate any of their powers and responsibilities:

a.     to such persons;

b.    by such means;

c.     to such an extent;

d.    in relation to such matters or territories; and

e.     on such conditions or subject to such restrictions, as they think fit.

2.     Unless the directors specify otherwise, any such delegation authorises further delegation of the directors’ powers and responsibilities by any person to whom they are delegated, whether expressly or by virtue of this paragraph.

3.     The directors must not delegate to any person who is not a director any decision connected with:

a.     how the directors (or a committee of directors) take decisions;

b.    a director’s appointment or the termination of a director’s appointment; or

c.     the payment or declaration of a dividend.

4.     The directors may at any time withdraw or revoke any delegation in whole or part, or alter its terms.

5.Committees of directors

1.     If the directors:

a.     delegate powers or responsibilities to two or more persons, at least one of whom is a director; and

b.    indicate that they should act together in respect of those powers or responsibilities, those persons are a “committee” for the purposes of the articles.

2.     The provisions of the articles about how the directors take decisions shall apply, as far as possible, to the taking of decisions by committees, but the directors may make rules of procedure which are binding on a committee.

DECISION-MAKING BY DIRECTORS

6.Directors to take decisions collectively

1.     This article applies to any matter in respect of which the directors have not delegated their powers and responsibilities to a single director.

2.     Subject to the articles, the directors must not act in relation to any such matter unless they have taken a decision about it:

a.     at a directors’ meeting, or

b.    in the form of a directors’ written resolution, in accordance with the articles.

7.Calling directors’ meetings

1.     Any director may call a directors’ meeting.

2.     The company secretary shall call a directors’ meeting if a director so requests.

3.     A meeting is not called unless reasonable notice of it has been given, indicating its proposed date, time, place and subject matter.

4.     Notice must be given to all the directors, except those:

a.     to whom it is not possible to give reasonable notice; or

b.    who waive their entitlement to notice, prospectively or retrospectively.

5.     Notice of a directors’ meeting need not be given in writing.

6.     The reasonableness of any notice period shall be determined by reference to:

a.     The urgency and importance of the meeting’s subject matter; and

b.    Individual directors’ ability to receive notice of or participate in the meeting.

8.Participation in directors’ meetings

1.     Subject to the articles, directors participate in a directors’ meeting, or part of a director’s meeting, when:

a.     the meeting has been called and takes place in accordance with the articles;

b.    they are engaged, together, exclusively in the business of the meeting, or of that part of the meeting;

c.     no other directors are engaged on that business separately from them; and

d.    they can each communicate to the others any information or opinions they have on any particular item of that business.

2.     In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.

9.Quorum for directors’ meetings

1.     At a directors’ meeting, unless a quorum is participating, no proposal shall be voted on, except a proposal to call another meeting.

2.     The quorum for directors’ meetings may be fixed from time to time by:

a.     a decision of the directors, or

b.    an ordinary resolution, but it shall never be less than two, and unless otherwise fixed it shall be two.

3.     Subject to the articles, a director who is interested in an actual or proposed transaction or arrangement with the company shall not be counted as participating in any directors’ meeting, or part of a directors’ meeting, relating to that transaction or arrangement.

4.     A person who is an alternate director but not a director shall be counted as participating for the purposes of determining whether a quorum is participating, but only if that person’s appoint tor is not participating. No alternate shall be counted as more than one director for such purposes.

10.Total number of directors less than quorum

If the total number of directors for the time being is less than the quorum for directors’ meetings, then:

a.     all the directors, or

b.    as many of them as are not incapable of doing so by reason of illness or accident, may agree in writing either to appoint sufficient new directors to make up a quorum or to call a general meeting of the company to vote on a resolution that will appoint further directors or alter the quorum.

11.Chairing of directors’ meetings

1.     The directors shall appoint a director to chair their meetings.

2.     The person so appointed for the time being shall be known as the chairman.

3.     The directors may terminate the chairman’s appointment at any time.

4.     If the chairman is not participating in a meeting within ten minutes of the time at which it is to start, the participating directors shall appoint one of themselves to chair it.

12.Voting at directors’ meetings: general rules

1.     A decision is taken at a directors’ meeting when a majority of the participating directors vote in favour of a proposal.

2.     Subject to the articles:

a.     each director participating in such a decision shall have one vote; but

b.    if a director has an interest in an actual or proposed transaction or arrangement with the company, that director and that director’s alternate may not vote on any proposal relating to it.

13.Chairman’s casting vote at directors’ meetings

If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting shall have a casting vote.

14.Alternates voting at directors’ meetings

Directors who are also alternate directors each have an additional vote on behalf of each of their appointers when their appointers are:

a.     not participating, and

b.    would have been entitled to vote if they were participating.

15.Conflict of interests: relaxation of restrictions

1.     In any of the circumstances specified for the purposes of this article, a director who is interested in an actual or proposed transaction or arrangement with the company:

a.     shall be counted as participating in a decision at a directors’ meeting, or part of a directors’ meeting, relating to it; and

b.    is entitled to vote on a proposal relating to it.

2.     The circumstances specified for the purposes of this article are when:

3.     the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in, or voting at, a directors’ meeting;

4.     the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or

5.     the director’s conflict of interest arises from a permitted cause.

3.     For the purposes of this article, the following are permitted causes:

a.     a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries;

b.    subscription, or an agreement to subscribe, for shares or other securities of the company or its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and

c.     a contract about benefits for employees and directors or former employees and directors of the company or its subsidiaries generally which does not provide special benefits for directors or former directors.

16.Directors’ discretion to make further rules

1.     Subject to the articles, the directors may make any rule which they think fit about how they take decisions.

2.     The directors must ensure that any such rule is communicated to all persons who are directors while it remains in force.

17.Directors’ written resolutions

1.     A directors’ written resolution is adopted when all the directors (or their alternates) sign a document setting out a decision.

2.     A directors’ written resolution is also adopted when:

a.     fewer than all of the directors sign a document setting out a decision;

b.    it is impracticable to have the document signed by those who have not signed it; and

c.     the document records the names of the directors who have not signed it and the reasons why they have not signed it.

3.     The practicability of a director signing such a document shall be determined by reference to:

a.     the urgency and importance of the decision to which it relates; and

b.    the director’s ability to receive and sign the document and send it to the company by the time when it is necessary or expedient for the directors to take that decision.

4.     References to a document in this article include copies of that document.

5.     The directors are responsible for ensuring that the company keeps a written record of all directors’ written resolutions for at least ten years from the date of their adoption.

APPOINTMENT OF DIRECTORS

18.Minimum and maximum number of directors

Subject to the Companies Acts, the company may by ordinary resolution decide that it is to have:

a.     not more than, or

b.    not less than,

a specified number of directors.

19.Methods of appointing directors

Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director:

a.     by ordinary resolution; or

b.    by a decision of the directors. 

20.Appointments by directors to be confirmed by members

1.     Directors appointed by a decision of the directors must be confirmed in office by an ordinary resolution at the next annual general meeting following their appointment by the directors.

2.     Subject to the articles, the appointment of directors whose appointment is not so confirmed terminates at the end of that annual general meeting.

21.Retirement of directors by rotation

1.     At the first annual general meeting all the directors shall retire from office.

2.     At every subsequent annual general meeting half of the directors (rounded up to the nearest whole number if there is an odd number of directors) shall retire from office and offer themselves for reappointment by the members.

3.     The directors to retire by rotation shall be those who have been longest in office since their last appointment or reappointment by a general meeting, but as between persons who were last appointed or reappointed on the same day those to retire shall be decided by lot.

4.     For the purposes of calculating which directors are required to retire by rotation, the following shall be disregarded:

a.     any directors whose appointment is required to be confirmed because they were appointed by the directors; and

b.    any directors who wish to retire and not be re-elected. 

22.Appointment of directors at general meetings

1.     A person is only eligible to be appointed a director by a general meeting if that person:

a.     is a director retiring by rotation at that meeting under the articles; or

b.    has been nominated for appointment as a director at that meeting by the directors or by a member qualified to vote at that meeting.

2.     Members wishing to nominate a person for appointment as a director must do so by giving notice in writing to the company not less than…. or more than …… days before the date of the meeting.

3.     The company must notify all those who are entitled to receive notice of the meeting of who is eligible to be appointed a director at any general meeting not less than seven or more than ….. days before the date of that meeting.

4.     Nominations or notices about the proposed appointment of a person as a director at a general meeting need not contain that person’s address, but must otherwise include the same information as an entry in the register of directors in respect of that person would contain if that person were appointed a director.

5.     Nominations of a person for appointment as a director at a general meeting must include a statement signed by the person nominated indicating that person’s willingness to be appointed a director.

6.     If, at the end of a general meeting, the company would otherwise have fewer than two directors, or such higher minimum number of directors as has been fixed in accordance with the articles, the persons who were directors at the start of the meeting shall be deemed to have been reappointed as directors, but they shall only act for the purposes of:

a.     calling general meetings; and

b.    performing such duties as are essential to maintain the company as a going concern.

23.Termination of director’s appointment

1.     A person ceases to be a director as soon as:

a.     that person ceases to be a director by virtue of any provision of the Companies Acts, or is prohibited by law from being a director;

b.    that person becomes subject to a receiving order or compounds with that person’s creditors generally;

c.     in the opinion of all the other directors, mental disorder makes that person incapable of discharging the duties of a director;

d.    that person fails, without the directors’ permission, to participate in directors’ meetings for more than three months, and is not prevented from doing so by illness, accident, or some other cause which the directors consider sufficient;

e.     a notification to the company that that person is resigning or retiring from office as director takes effect in accordance with its terms (but if a contract with the company specifies a longer notice period, that person’s appointment shall not terminate until expiry of the contractual notice period);

f.     the directors decide to accept that person’s offer to resign from the office of director;

g.    an ordinary resolution is passed removing that person from office;

h.     a contract under which that person was appointed as a director of the company or undertakes personally to perform services for the company terminates, and the directors decide that that person should cease to be a director; or

i.      the directors decide that that person should be removed from office, after having given that person a reasonable opportunity to be heard at a directors’ meeting called on at least fourteen days notice.

2.     The termination of a person’s appointment as a director under the articles:

a.     terminates that person’s membership of any committee and any other employment which that person may have with the company;

b.    is without prejudice to any claim which that person may have for breach of contract.

24 Directors’ terms of service

1.     Directors may undertake any services for the company that the directors decide (except audit).

2.     Directors may undertake such services either as part of, or in addition to, their work as directors.

3.     Subject to the Companies Acts:

a.     directors shall be entitled to be remunerated for their services to the company as the directors determine; and

b.    the directors may decide any other terms of any contract relating to the services which a director undertakes personally to perform for the company.

4.     Subject to the articles, a director’s remuneration may:

a.     take any form;

b.    be contingent on or otherwise calculated by reference to any aspect of the company’s performance, however measured; and

c.     include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.

5.     Directors’ remuneration which is determined by the directors must not include payments to or for the benefit of directors or former directors in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or any of its subsidiaries.

6.     Unless the directors decide otherwise, directors’ remuneration shall accrue from day to day.

7.     Unless the directors decide otherwise, directors shall not be accountable to the company for any remuneration which they receive as directors of the company’s subsidiaries.

25.Directors’ expenses

Subject to the Companies Acts, the company shall meet any reasonable expenses which the directors properly incur in connection with anything they do for the company.

ALTERNATE DIRECTORS

26.Appointment and removal of alternates

1.     An alternate director (or “alternate”) is a person appointed by a director (the alternate’s “appointer”) to:

a.     exercise that director’s powers; and

b.    carry out that director’s responsibilities, at directors’ meetings as requested by that director.

2.     Alternate directors must be:

a.     directors, or

b.    persons approved by the directors and willing to act as their appointers’ alternates.

3.     Any director may appoint an alternate by notice in writing to the company specifying the duration of the alternate’s appointment.

27.Rights and responsibilities of alternate directors

1.     Except as the articles specify otherwise, alternate directors shall, in relation to directors’ meetings:

a.     have the same rights, duties and liabilities under the articles as their appointers;

b.    be subject to the same restrictions as their appointers; and

c.     be deemed for all purposes to be directors.

2.     Alternate directors shall not be entitled to receive any remuneration from the company for their services as alternate directors except such part of their appointers’ remuneration as their appointers may direct in writing.

3.     Alternate directors are responsible for their own acts and omissions and shall not be deemed to be agents of or for their appointers.

28.Termination of alternate directorship

Alternate directors’ appointments as alternates terminate:

a.     when their appointers revoke their appointments by notice to the company in writing specifying when their appointments are to terminate;

b.    on the occurrence in relation to them of any event which, if it occurred in relation to their appointers, would result in the termination of their appointers’ appointments as directors;

c.     when their appointers die; or

d.    when their appointers appointments as directors terminate, except that alternate directors’ appointments as alternates do not terminate if their appointers retire by rotation at a general meeting at which they are re-appointed as directors.

Disclaimer: The information contained in the sample document is general legal information and should not be construed as legal advice to be applied to any specific factual situation. Any use of the Site or document format DOES NOT create or constitute a solicitor-client relationship between LawRato or any employee of or other person associated with LawRato and a user of the Site. The information or use of documents on the Site is not a substitute for the advice of a lawyer.



Bydeb

Memorandum of Understanding MOU

A memorandum of understanding (MOU) is a formal agreement between two or more parties. It expresses mutual agreement on an issue between the parties. It is used to determine the intention of the transacting  parties before a deal is signed between them. MOUs are not legally enforceable, but are viewed as serious document by the law. MOUs are often the first stage in the formation of a contract. 

  DRAFT OF MEMORANDUM OF UNDERSTANDING


ABC and XYZ.

Re: ____________________________ Pvt. Ltd.

THIS MEMORANDUM OF UNDERSTANDING made on this ____________day of _____________between ABC having his office at__________________, India hereinafter referred to as “ABC” (which expression and the expression “ABC Group” shall unless it be repugnant to the context or meaning thereof mean and include himself and the present other shareholders of __________________Pvt. Ltd. and their respective heirs, executors, administrators and assigns) of the One Part and MR. XYZ having his office at_____________________. (Hereinafter referred to as “XYZ” which expression and the expression “XYZ Group” shall unless it be repugnant to the context or meaning thereof be deemed to mean and include himself and his nominees to the extent specified herein and their respective heirs, executors, administrators and assigns) of the SECOND PART;

WHEREAS, ABC is one of the founding shareholders and is Chairman and Director of a company incorporated in India known as ______________ Pvt. Ltd. hereinafter referred to as “the Company” which is in the process of setting up an internet portal, relating to ___________________, known as “__________________”;

AND WHEREAS, ABC and certain other persons have advanced sums of money to the Company in respect of which shares have been/are to be issued to them and this group is for the sake of brevity referred to as the “XYZ Group”;

AND WHEREAS, XYZ has agreed that he and his nominees (for the sake of brevity referred to as the “ABC Group”) will invest an amount of Rs.__________________ /- (Rupees _______________Only) to acquire ____ of the Capital of the Company on certain terms and conditions and equity shares of the Company will be issued to the members of XYZ Group accordingly;

AND WHEREAS, the parties hereto are desirous of recording the terms and conditions of their agreement in writing

NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS UNDER:-

1.     ABC Group has caused to be incorporated a Company known as ________ Pvt. Ltd. hereinafter referred to as “the Company” and has, since several months been working on establishing an internet portal relating to___________________.

2.     The paid up capital of the Company shall be Rs._________________ /- (Rupees________only) comprising __________(____________) equity shares of Rs._____ /- (Rupees_________) each.

3.     It has been agreed that XYZ group shall hold ……. of the paid-up capital of the Company and that XYZ Group shall hold…….. of the paid-up capital of the Company.

4.     It is further agreed that……… shall be allotted by ABC Group as and by way of stock options at their discretion to employees, associates, content writers and Technology partners and other supporters on such terms as decided by the Group. It has however been agreed that…… out of this …….. shall be allotted to Mr. XYZ and…….. to Mr. PQR leaving thereby…….. to be allotted by ABC Group as described above.

5.     XYZ has agreed that for the………to be allotted to the XYZ Group, the XYZ Group shall pay to the Company a total amount of Rs. __________________/- (Rupees _________________Only) to comprise share capital and premium of the total amount of Rs.__________/- (Rupees ______________Only) an amount of approximately Rs._________/- (Rupees _____________Only) being the equivalent of U.S. $ ____________/- has already been received by the Company by way of Foreign Inward Remittance received from XYZ. These amounts already received have been treated by the Company as advances against share capital and premium. The balance amount of Rs____________/- (Rupees ______________ Lakh Only) approximately is to be paid in the following manner.

a.     Rs.__________ /- (Rs______________ Only) by (date)

b.    Rs.__________ /- (Rupees ___________Only) by –/–/—

c.     Rs. __________/- (Rupees_________ __Only) by –/–/—.

d.    Rs. _________/- (Rupees ___________Only) by –/–/—

e.     Rs. _________/- (Rupees ___________Only) by –/–/—

f.     Rs. _________/- (Rupees ___________ Only) by –/–/—

g.    The balance to make up Rs_____________/- (Rupees ______ only) by (date)

6.     It has been mutually agreed that the Company shall not further dilute its equity or avail of finance from any other person nor shall it agree to allot any shares to any other person without the consent of XYZ. It has been further agreed that ABC Group shall not sell all or any of the shares allotted to them without the consent of XYZ Group until such time as there is an IPO or a second round of financing by mutual agreement. In the event of a second round of financing becoming necessary, it shall be done by mutual Agreement between the parties hereto and it is expected that an Initial Public Offering (IPO) will also be made and that shares will be issued to the public. The parties have agreed that for any future rounds of financing as mutually decided there will be a proportionate dilution of shares.

7.     XYZ shall have the right to be a Director of the Company and ABC shall cause XYZ to be appointed to the Board of Directors whenever XYZ desires.

8.     ABC shall cause this Memorandum of Understanding to be taken on the records of the Company and the Company will also agree to abide by all the terms and conditions hereof.

9.     The parties hereto record that this Memorandum of Understanding reflects the broad terms of their Agreement and they agree to execute and sign a detailed Shareholders Agreement and such further Agreements in writing as may be required from time to time to give effect to the development promotion and financing of the portal in the best possible way.

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 Withinnamed

MR. ABC

In the presence of __________________

SIGNED AND DELIVERED by the Withinnamed

MR. XYZ

In the presence of________________________


Disclaimer: The information contained in the sample document is general legal information and should not be construed as legal advice to be applied to any specific factual situation. Any use of the Site or document format DOES NOT create or constitute a solicitor-client relationship between LawRato or any employee of or other person associated with LawRato and a user of the Site. The information or use of documents on the Site is not a substitute for the advice of a lawyer.


Bydeb

Employee Service Agreement

An employee service agreement  is a kind of Agreement, used in a contract to attribute rights and responsibilities between parties to a bargain.

The Agreement is executed between an employee and an employer.

DRAFT OF EMPLOYEE-SERVICE-AGREEMENT
THIS EMPLOYEE SERVICE AGREEMENT executed at __________ on this the _______ day of ______________

BETWEEN

_______________, a company incorporated under the Companies Act, 1956 or Companies Act, 2013,represented by it’s ________________Mr./Ms. _______________, son of / wife of/ daughter of Mr. ___________ having it’s registered office at ________________________________________________, hereinafter referred to as the EMPLOYER (which expression shall, unless it is repugnant to the context, mean and include it’s successors-in-interests, administrators and permitted assigns);

AND

Mr. /Ms. ______________, son of / wife of/ daughter of Mr. ____________, Indian, ______________, aged about _____________years, residing at ______________________________________________, hereinafter referred to as the EMPLOYEE.

WHEREAS

The EMPLOYER is carrying on the business of ________________.

The EMPLOYER called for applications from the eligible candidates for the post _________and in response thereto an application-dated ____________ was forwarded by the EMPLOYEE to the EMPLOYER.

On processing the application and the relevant documents, the EMPLOYER found the EMPLOYEE adequately qualified for the post and offered to appoint him as __________________________ in the Company.

The EMPLOYEE has accepted the said appointment on the terms and conditions herein after set out.

NOW THEREFORE IN CONSIDERATION OF THE MUTUAL OBLIGATIONS AND UNDER TAKINGS CONTAINED HEREIN THIS AGREEMENT WITNESSETH AS FOLLOWS

NAME OF THE POST:

The said EMPLOYEE is hereby appointed as ______________.

PROBATION AND CONFIRMATION:

The EMPLOYEE shall be on probation for a period of ________. The decision of the management on the performance of the EMPLOYEE during the period of probation is final and binding on the EMPLOYEE.

DURATION OF EMPLOYMENT:

On successful completion of probation, the EMPLOYEE shall be appointed as a permanent EMPLOYEE of the EMPLOYER for a period of ____________.

PLACE OF POSTING:

The EMPLOYEE shall report to work at ___________________, on ___________________.

HOURS OF WORK:

The EMPLOYEE is required to work from ___________ to ________ during the Weekdays. The weekly holiday would be on ________.

REMUNERATION

The EMPLOYER shall pay the EMPLOYEE a stipend of Rs. __________/- during the period of probation. On successful completion of probation the EMPLOYER shall pay the EMPLOYEE a basic salary of Rs. __________.

The EMPLOYER shall increase the basic salary of the EMPLOYEE as per the policy of the EMPLOYER.

PERQUISITIES & HOLIDAYS:

On confirmation, the EMPLOYEE shall be entitled to other benefits, monetary/leave, as is prevalent in the Company, from time to time, as per the ________________________.

ARBITRATION:

Any dispute arising under this Agreement or any matter incidental thereto, shall be submitted for arbitration as per the provisions of Arbitration and Conciliation Act, 1996.

IN WITNESS WHEREOF the parties hereto affixed their signatures on the day, month and year mentioned herein above.

SIGNATURE OF EMPLOYER

SIGNATURE OF THE EMPLOYEE

WITNESSES:

1.

2.


Disclaimer: The information contained in the sample document is general legal information and should not be construed as legal advice to be applied to any specific factual situation. Any use of the Site or document format DOES NOT create or constitute a solicitor-client relationship between LawRato or any employee of or other person associated with LawRato and a user of the Site. The information or use of documents on the Site is not a substitute for the advice of a lawyer.

Bydeb

Confidential Information and Non-Disclosure Agreement NDA

Non disclosure agreements are contracts in which a party (normally an employee) promises to protect the confidentiality of a secret that is disclosed to him or her during the course of employment, or during another business transaction.


It binds the party from disclosing the information.

DRAFT OF CONFIDENTIAL AGREEMENT AND NON-DISCLOSURE AGREEMENT
This Agreement is made and entered into by and between _________________ ABC (hereinafter referred to as ABC) having offices at ___________ and DEF (hereinafter referred to as DEF) having offices at __________________

Subject of ABC Information: Business and technical information including but not limited to its ideas, products, proposed products, processes, services, capabilities, and materials, or any information which quantifies, classifies, or identifies any ideas, products, proposed products, processes, services, capabilities and materials to be employed including _________________________________________

Subject of DEF Information: Business and technical information including but not limited to its ideas, products, proposed products, processes, services, capabilities, and materials, or any information which quantifies, classifies, or identifies any ideas, products, proposed products, processes, services, capabilities and materials to be employed including ________________________________________

Purpose(s) of Disclosures: To exchange confidential information to enable the parties to discuss possible future business collaborations relating to the aforementioned business and technology.

The parties anticipate that technical and business information, and/or media samples, prototype parts or other tangible embodiments of information, may be disclosed or delivered between the parties, for the above stated Purpose(s), such information and tangible embodiments constituting confidential information, being considered by ABC and DEF to be proprietary (and being referred to hereinafter, collectively, as “Proprietary Material”). Any party furnishing Proprietary Material will be referred to as a “disclosing party” and a party receiving Proprietary Material will be referred to as a “receiving party.” In order to provide for the protection of such Proprietary Material from unauthorized use and disclosure, the parties hereby agree that the disclosure of such Proprietary Material between them shall be subject to the following terms and conditions:

1.  Both parties agree that all Proprietary Material which relates to the above-stated Subject(s) and Purpose(s) and which is disclosed to the receiving party by the disclosing party, whether orally, or in written or other tangible form, will be maintained by the receiving party in confidence, provided, that: (a) disclosures in writing are expressly marked with a confidential or proprietary legend; (b) oral disclosures and tangible embodiments in a form other than written are identified as confidential or proprietary at the time of disclosure or delivery; and (c) oral disclosures are thereafter reduced to writing and marked with a confidential or proprietary legend, which writing is thereafter furnished to the receiving party within …… days after the oral disclosure. The receiving party may, however, in furtherance of the aforesaid Purpose(s), disclose such Proprietary Material to its professional advisors, investment committee participants, and those of its employees and others under its control, all of whom will be advised of this Agreement and agree to accept the obligations there under. The receiving party further agrees not to reverse engineer any tangible embodiments of Proprietary Material furnished by the disclosing party, not to disclose any Proprietary Material to third parties and limit circulation of the Proprietary Material to such employees and others under its control having a direct “need to know” in connection with the above mentioned Purpose.

2. The receiving party additionally agrees to take reasonable care to safeguard the confidential nature of the foregoing Proprietary Material, and such reasonable care shall not be less than the degree of care used to prevent disclosure of its own proprietary material. However, the receiving party will not be liable for disclosure and use of such Proprietary Material: if the Proprietary Material is in, or becomes part of, the public domain other than through a breach of this Agreement by the receiving party; if the Proprietary Material is disclosed to the receiving party by a third party who is not known by the receiving party to be subject to any confidentiality obligation; if the Proprietary Material is disclosed by the receiving party with the disclosing party’s prior written approval; or if disclosure of the Proprietary Material is required by any judicial order or decree or by any governmental law or regulation. Further, with respect to such Proprietary Material provided to the receiving party by the disclosing party, or rule of any stock exchange the receiving party shall not be liable for disclosure and use thereof if such Proprietary Material was of record in the files of the receiving party at the time of its disclosure to the receiving party by the disclosing party or if such Proprietary Material is developed by the receiving party completely independently of the disclosing party’s Proprietary Material. Prior to disclosure to any third party of any Proprietary Material to which the receiving party determines the obligations of confidentiality, non-use and non-disclosure do not apply pursuant to this Agreement, the receiving party shall provide within……. days’ prior written notice to disclosing party of the intent to disclose such Proprietary Material, stating the grounds upon which the exception is claimed and providing documentation in support thereof. The receiving party shall limit the scope of disclosure to only the portion of the Proprietary Material not protected.

3.  Proprietary Material identified and disclosed as provided in this Agreement shall be held in confidence for a period of ______years from the date of disclosure. During such period, such Proprietary Material shall be used only for the Purpose(s) stated above. Neither party acquires any intellectual property rights under this Agreement, except the limited rights to carry out the Purpose(s) above stated.

4.  Each party understands that the other is developing and acquiring technology for its own products, and that existing or planned technology independently developed or acquired by that party may contain ideas and concepts similar or identical to those contained in the disclosing party’s proprietary information. The disclosing party agrees that entering this Agreement shall not preclude the receiving party from developing or acquiring technology similar to the disclosing party’s, without obligation to the disclosing party, provided the receiving party does not use the disclosing party’s proprietary information to develop such technology.

5.  All Proprietary Material received and identified in accordance with this Agreement shall remain the property of the disclosing party and shall be returned or destroyed upon request except that the receiving party may keep one copy of such proprietary material for its legal files which shall remain subject hereto. Nothing contained herein shall be construed as a right or license, express or implied, under any patent or copyright, or application therefore, of either party by or to the other party.

6.  Each disclosing party warrants that it has the right to make disclosures under this Agreement. NO OTHER WARRANTIES ARE MADE BY EITHER PARTY. ALL PROPRIETARY MATERIAL IS PROVIDED “AS IS”.

7.  The receiving party agrees that no technical data furnished to it by the disclosing party shall be exported from the ________without first complying with all requirements of the concerned rules and regulations, including the requirement for obtaining any export license, if applicable. The receiving party shall first obtain the written consent of the disclosing party prior to submitting any request for authority to export any such technical data.

8. This Agreement

a.  will be effective as of the date of the signature by the last party to execute this Agreement, and may be terminated at any time upon written notice by either party;

b.  shall automatically terminate _______years from its effective date unless terminated sooner pursuant to provision (a) above;

c. does not obligate either party to deliver a purchase order for the performance of any service or for the supply of any article whatsoever;

d. does not obligate either party to perform any service or to furnish any proposal or comments;

e.  does not obligate either party to disclose Proprietary Material to the other; and

f.  will be binding upon the parties hereto and their successors, assignees, or personal representatives as the case may be. Any termination of this agreement shall not relieve the receiving party of any obligations herein incurred prior to the date of such termination or to be performed subsequent to the date of such termination.

9. The terms and conditions herein constitute the entire agreement and understanding of the parties and shall supersede all communications, negotiations, arrangements and agreements, either oral or written, with respect to the subject matter hereof. No amendments to or modifications of this Agreement shall be effective unless reduced to writing and executed by the parties hereto. The failure of either party to enforce any term hereof shall not be deemed a waiver of any rights contained herein.

10.This Agreement shall apply to any Proprietary Material that may have been provided to either party prior to the effective date hereof.

11.No rights or obligations other than those expressed and recited herein are to be implied from this Agreement. No other existing Agreement between the parties, if any, are modified or terminated by this Agreement. No warranty or representation is made by either party hereto that any information transmitted by it hereunder is patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights. Neither party hereto shall be obligated to prosecute any such action or bring any suit against any person not a party hereto for infringement. Neither party shall indemnify the other party hereto for any liability resulting from infringement of patent, copyright or trademark of a third party caused by the use of any Proprietary Material transferred pursuant to the Agreement. Neither party hereto confers the right to the other to use in advertising, publicity, or otherwise any trademark or trade name of the other party, nor confers any authorization to the other party to act as an agent on its behalf for any purpose.

12.  This Agreement shall be governed and interpreted in accordance with the laws of the ___________, without giving effect to its internal principles of conflict of law.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate.

ABC DEF

By:_______________________ By:_____________________

(Authorized Signature) (Authorized Signature)

Name:______________________ Name:___________________

Title:__________________ Title:___________________

Date:

Disclaimer: The information contained in the sample document is general legal information and should not be construed as legal advice to be applied to any specific factual situation. Any use of the Site or document format DOES NOT create or constitute a solicitor-client relationship between LawRato or any employee of or other person associated with LawRato and a user of the Site. The information or use of documents on the Site is not a substitute for the advice of a lawyer.

Bydeb

Business Services Agreement

A services agreement is used to document a transaction where the seller provides a service to the buyer. Such an agreement may be appropriate for marketing services, advertising services, testing services, consulting services,management services or other professional services.
 
It binds both the parties and determines the terms and condition on which the service is rendered.

  DRAFT OF BUSINESS SERVICE AGREEMENT


 AGREEMENT made at……….this ____ day of _______ 20____ BETWEEN —————— situated at —————– (hereinafter referred to as “the Centre”) of the One Part AND ————– a Company incorporated under _______________________ and having its corporate / registered office at ____________________________a Company hereinafter called “the Client”) (which expression should include its successors and assigns) of the Other Part;

AND WHEREAS the Centre is a member of ________________ Society, having its registered address at____________ and hereinafter referred to as the “said Society” and is in possession, use and occupation of the premises _________________, hereinafter referred to as the “said Premises”.

AND WHEREAS the Centre is carrying on the business of providing office services in the name and style of ——————- at the said premises ——————————— and for that purpose has made arrangements to render office facilities and services to persons who require such facilities for their business temporarily and on contract;

AND WHEREAS the client is carrying on the business of ______________ and is desirous of availing certain office facilities to enable it to more conveniently carry on it’s said business.

AND WHEREAS the Client has requested the Centre to grant to the Client such facilities;

AND WHEREAS Centre has agreed to grant the same on the terms and conditions mutually agreed upon;

AND WHEREAS the parties hereto are desirous of recording the said terms and conditions.

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1.     The Centre hereby agrees to grant to the Client certain office facilities in the said premises as set out herein to more conveniently carry on its said business in the name and style of ———————— and as incidental to such office services the Centre has permitted the Client to use until otherwise decided, a portion of the said premises and also to make available other ancillary office facilities, amenities, conveniences and services therein.

2.     The Centre has agreed to render the following services to the Client:

                              i.   to occupy and use a portion of the Business Centre at the said premises for itself, its bonafide employees and visitors, for the purpose of carrying on the client’s said business

                             ii.    to use furniture, fixtures and fittings provided in the said Centre.

                            iii.   to avail of a peon’s facility as may be reasonably required to attend to the needs of the Client,

                            iv.  to avail the use of three telephone connections (two local and one with ISD facilities) in the Centre

                             v.    to avail the use of air-conditioner in the Centre.

                            vi.    Any further facilities which Centre at its discretion considers it necessary to provide to the Client.

                           vii.   It is hereby expressly agreed and declared that save as otherwise herein expressly provided, the office services to be provided under this agreement, the Centre may at it’s sole discretion permit it’s other clients to avail of or share in common any of the said office services hereby agreed to be provided.

3.     The Client further agrees and undertakes:

a.     to take all reasonable and good care of the said Centre and furniture, fixtures and fittings therein as per separate list prepared and signed by the Centre and the Client) therein and not to cause any damage thereto or to any part thereof. To keep and maintain the fixtures and fittings in good order and condition, reasonable wear and tear or an act of God or for the reasons beyond the Control of the Client being excepted. In the event of any damage thereto or destruction thereof, save for reasons excepted as aforesaid,the Client shall at its own cost and expense immediately repair and/or replace the same or at the option of the Centre, the client pay the cost of such repair or replacement that may be carried out by the Centre.

b.    to bring into the said Centre only office records and documents etc. but in any event no hazardous and inflammable items or things shall be brought into the office by the Client.

c. to use the said Centre only for commercial purpose as an office and in a lawful manner and in any event not to make any illegal use of the same and not to cause any disturbance, nuisance or annoyance to others in the said Centre.

d. In the event of the Client making use of the aforesaid facilities for any purpose other than confide commercial office purposes and the same resulting in any civil or criminal action, the Client shall keep Centre fully indemnified of and from and against all arise there from.

e. not to allow or permit any outsiders to use the premises or any part thereof.

f. to remove all their articles, belongings and things lying in the said Centre on expiry of the term of the arrangement or in the event of prior termination, upon the date of termination.

g. to observe and perform all the rules, regulations and bye-laws of the said Society wherein the center is situate, the client having made himself aware of all such rules, regulations and bye-laws and shall indemnify and keep indemnified the Centre against any loss or damage incurred by the Client for non-performance by the Client as aforesaid.

h.Not to do or suffer to be done anything in or around the said premises which is or is likely to cause prejudice to the rights and entitlements of the Centre as the member of the Society.

i. Not to make any structural or other alterations, modifications or additions in the said premises, except with the prior written consent of the Centre which shall not be unreasonably withheld.

j. Not to alter or change the original colour on the outer or inner wall of the said premises, except with the written consent of the Centre.

4.The Centre agrees to:

a.  keep the said Centre clean and tidy and provide electricity.

b. Provide a common peon facility entirely at its own discretion as may reasonably be required to attend to the needs of the Client.

c. Provide access to the NOC of the Centre’s three telephone connections of which one shall have STD facility.

5. It is mutually agreed between the parties hereto as follows:

a.The term of this arrangement shall be for three months, commencing from the date of this agreement and the same shall be renewable for a further like terms, for a total period of……. commencing from the….. day of ……… and ending on ……….. Provided, however that the Centre may at it’s absolute discretion and without assigning any reason in that behalf refuse to grant any removal.

b.In consideration for the services to be rendered the Centre shall from time to time submit their Bill for quarterly Standard Services charges at the rate of Rs. _______/- (Rupees ________________ only) for the first four quarters, Rs.___________ (Rupees _______________ only) for the next four quarters and Rs._____________ (Rupees______________ only) for the last four quarters. The Client shall also be liable to pay for the telephone rentals and the telephone calls made by the Client, electricity consumed by the Client and also other services specifically utilised by the Client on actual. These bills shall be paid by the Client within a week and in any event before demanding refund of the security deposit amount deposited by the Client with the Centre.

c. The arrangement herein is purely temporary and personal and not transferable under any circumstances and the Client shall not be entitled to assign or transfer the benefit of this arrangement to any other person/persons on any basis whatsoever.

d.  No tenancy, leave and license or any other protected rights whatsoever permitting the Client or its employees to come upon and use the said premises or any part thereof is created or intended or sought to be created by these presents and the parties hereto shall not plead any oral variation to the provisions thereof. The variation if any hereto shall not be valid, binding upon or enforceable against the parties hereto unless the same are duly recorded in writing in the form of supplemental agreement signed by both the parties hereto.

e. The Client shall be allowed to display its name board outside the premises at the place allotted by the Centre.

f.  If the services charges/bills payable by the Client have been outstanding for ……… from the date of receipt of the bill, the arrangement herein shall not be extended and thereupon on expiry of the two weeks, the Centre shall be entitled to prevent access to the Client and its employees in to the said premises and every part thereof and allow the Client one day’s time to remove its belongings. In the event of the Client refusing or neglecting to remove its belonging from the said premises, the Centre shall be entitled to open the premises or any part thereof allotted to the said Client using the original key in their possession and in the presence of witness remove the articles and things therein after making a list thereof. It is expressly agreed that the Centre shall not render itself liable for any civil or criminal action by so doing. This authority retained by the Centre and expressly agreed to by the Client is irrevocable and constitutes the basis for this agreement and the Client shall not be entitled to dispute, challenge or call into question the validity or reasonableness of this provision.

g. Any delay or indulgence by the Centre in enforcing the terms and conditions of this Agreement or any forbearance or giving of time to the Client shall not be construed as a waiver on the part of the Centre of any breach or non-observation and or non- compliance of any of the terms and conditions of this Agreement by the Client nor shall it in any manner prejudice the rights of the Centre against the Client.

h. All letters, receipts, notices or communications issued by the Centre or the Client and dispatched by Registered Post with Acknowledgement due or delivered by Hand Delivery to the address on the record of the other will be sufficient proof of receipt thereof by the other and shall be an effectual discharge on the part of the party forwarding the same and the same shall be deemed to have been received by the other party on the normal expiry period under post.

i. The Centre shall not be responsible or liable for any:

1. Theft, loss, damage or destruction of any property of the Client or any person living in or visiting the said premises or in the said building from any cause whatsoever.

2. For any personal or other injury caused to the person for the time being in the said premises on any account.

j.In the event of the Client committing any breach of the terms and conditions herein contained and failing within……. days of the receipt of a notice in writing in that behalf given by the Centre to remedy or make good such breach the Centre shall be entitled to forthwith revoke and or terminate the arrangement and/or the permission granted and in such an event the provisions of clause 5(g) of this Agreement shall apply mutatis mutandis.

k. Each party shall bear and pay the fees of their respective legal representatives.

6. As security for the due performance of the provisions hereof the Client shall deposit with Centre an interest free security deposit of a sum of Rs.—–/- (Rupees — ). The said interest free security deposit, after deducting there from the amount of arrear or other dues if any from the Client shall be refunded by Centre to the Client without interest on the arrangement herein coming to an end, howsoever and when so ever, and upon the Client removing itself and all its belongings and things from the said premises.

7.The Centre shall be at liberty to terminate this Agreement or any renewal thereof by giving the Client three months notice in writing stating therein its desire to do so and on the expiry of such notice, and on the client removing itself, it’s employees and belongings from the said premises and otherwise performing it’s obligation under this agreement the Centre shall refund to the Client the interest free security deposit amount as contained in clause 6.

8. Upon the termination of this Agreement or sooner determination and upon the failure of the Client to remove itself, its employees and its belongings from the said premises. The Client shall be liable and hereby agrees to pay to the Centre liquidated damages of Rs._____________ (Rupees __________only) and compensation and/or manse profits of Rs.__________ (Rupees____________) per day for the wrongful and unauthorised use of the said premises and the facilities provided therein. The Centre shall be entitled without prejudice to its other rights to forfeit the security deposit in the event of any breach on the part of the client.

9.It is further agreed and declared between the parties hereto that the permission hereby granted by the Centre to the Client to use a portion of the said premises is incidental to the availing of office facilities, amenities and services provided by the Business Centre to the Client and the Client shall not be entitled to avail other facilities separately as the arrangement is composite, impartibly and indivisible.

10. Any dispute between the parties hereto shall be referred to the sole arbitration of Mr________________. Having his / its office at ______________and shall be subject to the provisions of the Arbitration and Conciliation Act, 1996.

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

_______________________ )

as partner / proprietor of the Centre.)

in the presence of _____________ )

SIGNED AND DELIVERED by the )

With in named ______________ )

in the presence of____________ )

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