DRAFTWITHOUTPREJUDICE

LEAVEANDLICENCEAGREEMENT

THIS LEAVE AND LICENSE AGREEMENT is made and entered into at

_____________,onthis____dayof_________2017

BETWEEN

MR. ______________________ an adult and Indian inhabitant residing at
______________________________________________ through his Constituted
Attorney Holder M/S. TECHNOSMART FACILITY MANAGEMENT
SERVICES PVT LTD., a company registered under the provisions Indian
Companies Act, 1956 and having its registered office at Office No 1, First
Floor, Mantri House, 929/A, F.C. Road, Shivaji Nagar, Pune 411004,
which is represented by its Authorised Signatory MR. SUNIL
VISWANATHANhereinaftercalledasTHELICENSOR(whichexpression
shall unless it be repugnant to the context or meaning thereof bedeemed
to include all his heir/s, executor/s, administrator/s and permitted
assign/s)OFTHEFIRSTPART;

AND

(1) MR. ______________________, an adult and Indian inhabitant
permanent residential address is _______________________________________
& (2) MR. ______________________, an adult and Indian inhabitant
permanent residential address is ________________________________________
hereinafter collectively called as THE LICENSEES (which expression
shall unless it be repugnant to the context or meaning thereof bedeemed
to include all their heir/s, executor/s, administrator/s and permitted
 assign/s)OFTHESECONDPART;
WHEREAS:

A. The Licensor has represented to the Licensees that by a duly
Registered Agreement for Sale dated _________, bearing Registration
No. _________ he/she has purchased Flat No.____ on the ____
_________ floor admeasuring _______ square feet (Carpet/Built-up
Area) approximately in Wing ___ of Building No.__ (hereinafter
referred to as the said Building) in the project known as XRBIA
HINJEWADIsituatedatNereDattawadiHinjewadiPune

B. The Licensor is seized and possessed of or otherwise well and
sufficiently entitled to Flat No. ____ (hereinafter referred to as the
LicensedPremises);

C. This Agreement will remain in force for a period of ____ months

(_______) months commencing from ___________ to ________________
(both days inclusive) (hereinafter referred to as the Licence Period)
subject to sooner determination as hereinafter provided. The initial
period of ____ (________) months of the Licence Period commencing
from ________ to _________ is hereinafter referred to as the Lock-in
Period. During the Lock-in Period, the Licensees shall not be at
liberty to terminate this Agreement, however, the Licensor shall be
entitled to terminate this Agreement only in the circumstances
provided for in Clause 23 of thisAgreement. AftertheLock-inperiod
i.e. ___________ to ___________ either the Licensor or the Licensees,
shall during the Licence Period, be at liberty to determine this
Agreement by giving 30 (Thirty) days notice in writing to the Other
Party;

D. The Licensees hereby irrevocably and expressly agrees and confirms
that: (i) the Licence Fee is the fairandreasonablecontractuallicence
fee in respect of the licence of the Licensed Premises and, (ii) the
Licensees shall never make an application or institute any
suit/action/proceedings in any court of law, tribunal, or any other
legal forum, challenging the licence fees and/or seeking fixation of
standard licence fees or compensation in respect thereof. The
Licensees are fully aware that the Licensor has agreed to grant a
 licence of the Licensed Premises to the Licensees, inter alia, on the
basisoftheaforesaidagreementandconfirmationbytheLicensees;

E. At the request of the Licensees, the Licensor has agreed to grant a

leave and licence of the said Licensed Premises to the Licensees on
thetermsandconditionshereinafterappearing.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETOASFOLLOWS:-


1. The Licensor and the Licensees confirm the representations
respectively made by them as hereinbefore recited and accept and
confirm that reliance on the said representations made by each of
the parties to the other constitute the basis of this licence under
this Agreement from the Licensor to the Licensees in respect of the
saidLicensedPremisesashereinaftermentioned.

2. TheLicensorherebygranttotheLicenseesandtheLicenseeshereby
acceptfromtheLicensor,alicencetouseandoccupytheFlat,being
Flat No. ___ on _______ floor ____ofthesaidBuilding(hereinbefore
and hereinafter referred to as Flat No.__") and hereinafter referred
to as the Licensed Premises more particularly described in the
SCHEDULEhereto,


3. This Agreement will remain in forceforaperiodof___(____)months
commencing from _________ to _________ (both days inclusive)
(hereinafter referred to as the Licence Period) subject to sooner
determination as hereinafter provided. The initial period of ____
(_________) months of theLicencePeriodcommencingfrom_________
to ________ is also hereinafter referred to as the Lock-in Period.
During the Lock-in Period, the Licensees shall not be at liberty to
terminate this Agreement, However, the Licensor shallbeentitledto
terminate this Agreement only in the circumstances provided for in
Clause 23 of thisAgreement.AftertheLock-inperiodi.e.________to
_______ eithertheLicensorortheLicensees,shallduringtheLicence
Period, be at liberty to determine this Agreement by giving 30
(Thirty)daysnoticeinwritingtotheOtherParty;

4. During the Licence Period, the Licensees shall, for the purposes of
this Agreement, pay license fee to the Licensor in the following
manner(hereinafterreferredtoastheLICENSEFEE):

4.1. the Licensees shall pay to the Licensor, for the use of the
Licensed Premises, Licence Fee of Rs.________ (Rupees
________________________only)on7thofeverymonth;

5. Any delay in payment of any Licence Fees or any other amounts
payable by the Licensees underthisAgreementshallattractinterest
at 24 % p.a. (Twenty-four per annum) on the unpaid amounts
calculated from the due date for payment thereof, till payment in
full.

6. The Licensees hereby irrevocably and expressly agree and confirm

that: (i) the Licence Fee is the fair and reasonable contractual
licencefeeinrespectofthelicenceoftheLicensedPremises,and,(ii)
the Licensees shall never make an application or institute any
suit/action/proceedings in any court of law, tribunal, or any other
legal forum, challenging the licence fees and/or seeking fixation of
standard licence fees or compensation in respect thereof. The
Licensees is fully aware that the Licensor has agreed to grant a
licence of the Licensed Premises to the Licensees, inter alia, on the
basisoftheaforesaidagreementandconfirmationbytheLicensees.

7. At all times during the subsistence of these presents, the Licensees

shall not do any act, deed, matter or thing which is likely to be a
nuisance to the other occupiers of the said Building or the said
Complex. The Licensees shall observe and perform all rules,
regulations and bye-laws for the time being of Xrbia Hinjewadi
insofarasthesameareapplicabletotheLicensees.

8. The Licensees shall use and occupy the Licensed Premises at its
own risk and the Licensor shall not be responsible or liable for any
theft, loss, damage, destruction etc.ofanypropertyoftheLicensees
or to any other person/s in the Licensed Premises or in the said
Building or for anybodilyinjurycausedtoanyone,whatsoevermay
bethecauseofsuchloss,damageorinjury.

9. During the Licence Period, the Licensees shall also bear andpayall
 electricity charges for electricity consumed in theLicensedPremises
as per the actual electricity bills. The Licensees shall also pay
for/reimburse the telephone and other utilities bills and charges in
respectoftheLicensedPremisesduringtheLicencePeriod.

10. The Licensees shall not bring in or store upon the Licensed
Premises or any part thereof any hazardous goods or articles or
goods or articles of combustible or inflammable nature, save and
except LPG for domestic use as supplied in cylinders and/or in
pipes.

11. During the Licence Period, the Flat Owner alone shall bear andpay
all present prevailing property taxes, levies, assessments, charges,
contributions to the said Building repairs, maintenance charges,
non-occupancy and outgoings pertaining to the Licensed Premises,
whether payable, to the Municipal Corporation or any other
statutory body or authority or any person. The Flat Owner shall
bear and pay all future increase in property taxes, levies,
assessments, charges and maintenance charges during the Licence
Period.

12. In the event, service tax payable in respect of the provision of the
Leave and License under the terms and provisions of this
Agreement, then the Licensees shall immediately and punctually
reimburse the same in full to the Licensor, without delay, default
and/or any demur whatsoever. The Licensees shall indemnify and
keep indemnified the Licensor in respect of the non-payment or
delayed payment of such liabilities, without prejudice to the
Licensors right and remedies herein and in Law in respect of such
breachanddefaultbytheLicensees.

13. The Licensed Premises shall be used purely for the sake of
Residential purpose of the Licensees. The Licensed Premisescannot
be used as a guest house or service apartment or a corporate
residence.

14. This Agreement constitutes a mere licence of the Licensed Premises

for temporary period stipulated herein i.e. for _______ months and
 nothing contained herein constitutes or shall be deemed to
constitute any lease, sub-lease, tenancy, sub-tenancy or any right,
title or interest in to and upon the Licensed Premises in favour of
theLicensees.

15. During the Licence Period, the Licensees shall not create any third
party rights or induct any third party in the Licensed Premises in
anymannerhowsoever.

16. Even after the commencement of the use of the Licensed Premises
by the Licensees, the Licensor alone shall be deemed to be in
complete control and juridical possession of the Licensed Premises
during the Licence Period and that the Licensees shall at no time
whether during the subsistence of the license or thereafter claim to
be in possession of the Licensed Premises or any part thereofanda
duplicate key of the main entrance door of the Licensed Premises
shall be given by the Licensor to the Licensees and the Licensees
will not change the lock. The Licensor shall be entitled at all
reasonable times after giving reasonable prior notice in writing ofat
least 24 (Twenty four) hours to the Licensees to enter upon the
Licensed Premises for the purpose of inspecting the condition
thereof and/or ensuring that the Licensees has duly observed and
complied with all its obligations under this Agreement and is notin
breachthereof.

17. TheLicensorhasrepresentedtotheLicenseesanddeclaresthat:-

17.1. All the right,titleandinterestinandtotheLicensedPremises

are owned and vest in the Licensor, free from all
encumbrances and on an ownership basis, under the
aforesaiddulystampedandregisteredAgreementsforSale;
17.2. The Licensor has not sold, gifted, created any trust, leased,
granted any licence, let out, assigned, mortgaged, charged
either Flat No.__ and/or its title to the same is free from all
encumbrances,thirdpartyrights/claimsetc.;
17.3. The Licensor shall bear and pay all present prevailing
property tax, levies, assessment, charges, maintenance
charges in respect of the Licensed Premises and other
 impositions levied or charged in respect of the Licensed
Premises;
17.4. On the Licensees paying the licence fee/compensation hereby
reserved and observing and performing the terms and
conditions contained herein on its part to be observed and
performed, the Licensees shall be entitled to peacefully use
theLicensedPremisesduringtheLicencePeriod;
17.5. There are no suits, actions or proceedings, filed or pendingin
any Court of Law (in India or overseas) or before any judicial
or quasi-judicial bodies/authorities and whether civil,
criminal or revenue in nature, which affect or touch the
Licensed Premises and/or which would affect the licence
granted herein to the Licensees to use the Licensed Premises
duringtheLicencePeriod.

18. TheLicenseeshaverepresentedtotheLicensoranddeclarethat:-

18.1. The use andenjoymentoftheLicensedPremisestobeallowed

as hereinafter stated will not tantamount to a tenancy or
sub-tenancy andwillnotcreatetenancy,sub-tenancyorother
similarrightorinterestinfavouroftheLicensees;

18.2. At no point of time, the Licensees will contend that the use
and enjoyment of the Licensed Premises gives any right, title
or interest to the Licensees in respect of the Licensed
Premisesoranypartthereof;

18.3. The Flat Owner shall bear and pay all future increase in
property taxes, levies, assessments, chargesandmaintenance
chargesduringtheLicencePeriod;

18.4. ThePartiesagreethatthearrangementhereinshallbesubject
to the provisions of the Maharashtra Rent Control Act, 1999
oranystatutorymodificationorenactmentinrespectthereof.

19. If at any time during the subsistence of this licence, the said
Building or the Licensed Premises are destroyed or damaged by fire
 (not attributable to default of the Licensees), flood, tempest,
accident, earthquake or any act of God, war or due to any other
causebeyondthecontroloftheLicenseesandnotonaccountofact,
deed or omission attributable to the Licensees so that the Licensed
Premises become unfit for occupation and use then in such event,
the Licence Fee hereby reserved may be suspended until the
Licensed Premises shall have been again rendered fitforoccupation
and use, Provided that, in case of any of the foregoing events,
happenings or if for any reason which is not attributable to the
Licensees the Licensed Premises cannot be occupied by the
Licensees, then in such case, the Licensees shall have theoptionto
put an end to this Agreement by giving 30 (Thirty) days written
notice to the Licensor notwithstanding anything hereinabove
contained and receive the refund of the Deposit from the Licensor
inthemannerprovidedhereinbelow.

20. During the Licence Period, the Licensees shall use the Licensed
Premises with due care andcautionandmaintaintheinteriorofthe
Licensed Premises in proper repair and condition, reasonable wear
and tearexcepted.TheLicenseesshallnotalterorvarythefaadeof
the Licensed Premises in any manner howsoever and/or puncture
holes in the floor or ceiling of the Licensed Premises. The Licensees
shall not break any wall or install any additional door/s in the
Licensed Premises. The Licensees shall not carry out or make any
structural or permanent alterations and additions in or to the
LicensedPremisesatanytime.

21. The Licensees shall not be entitled to install air conditioners,

sanitary fittings and other appliances and additional electrical
points in the Licensed Premises. In the event the Licensees wish to
do so, the Licensees may do so only with the Licensors prior
consent in writing. The Licensees shall be entitled to remove the
installations and fittings made by the Licensees in the Licensed
Premises on expiry or sooner determination of the licence hereby
granted without causing any damage to the Licensed Premises and
the Licensees shall restore the Licensed Premises in the same
condition.

22. In the event of the Licensor desiring to sell or dispose of the

Licensed Premises during the Licence Period, the Licensor shall be
entitled to do so without affecting the rights of the Licensees
hereunder and shall endeavour to obtain a writtenacknowledgment
tothateffectfromtheintendingtransferee/s.

23. Notwithstanding as hereinabove provided, theLicensorshallonlybe

entitled and atlibertytoterminatethelicencehereinoftheLicensed
Premises, at any time during the Licence Period, in any of the
followingcircumstances:

23.1. In the event, the Licensees, or anyone on its behalf, claimsor

contends that this Agreement, or any subsequent writing, or
conduct of the parties, haveconferredupontheLicenseesany
right or interest of any nature other than mere licence in the
Licensed Premises or any part thereof or that a tenancy,
demise, easement, deemed tenancy or sub-tenancy, has been
created in favour of the Licensees or anyone else on behalf of
the Licensees over or in respect of the Licensed Premises or
anypartthereof;

23.2. In the event, the Licensees or anyone on its behalf, claiming
any protection or benefit of the provisions Maharashtra Rent
Control Act, 1999 or any other like laws, rules, orregulations
or making an application for fixation of standard rent or
compensation, in which case the licence herein shall be
deemed to have been terminated by the Licensor, one day
beforetheoccurrenceofsuchevent;

23.3. If the Licensees fails to regularly pay the Licence Fees on the
due date or any other amounts payable underthisAgreement
or commitsabreachofanyofthetermsandconditionsofthis
Agreement, the Licensor will be entitled to give 10 ( Ten)days
written notice to the Licensees to remedy or rectify such
breach. If the Licensees fails to remedy or rectify suchbreach
within the said period of 10 (Ten) days, theninsucheventon
the expiry of the said period of 10 (Ten) days, the licence
herebygrantedshallstandautomaticallyterminated;

23.4. If this licence has been terminated by the Licensor in any of
the circumstances, then the Licensees shall nevertheless be
liable to pay to the Licensor, the entire licence fees for the
then unexpired Lock-in period, as and by way of
pre-estimated liquated damages and themutuallyagreedsum
of Rs.______/- (Rupees __________________________ only)
towards cost of repairs and renovation of the Licensed
Premises. In such a case, the Licensor shall have a charge
upontheentireLicenseesarticles,goodsandbelongings,then
lying in the Licensed Premises for securing the payment of
suchpre-estimatedliquateddamages;

24. On theexecutionofthisAgreement,theLicenseesshallpayadvance
license fee in respect of First,Tenth and Eleventh month of license
period(free of interest thereon) to the Licensor for the due
performance by the Licensees of the terms and provisions of this
Agreement(hereinafterreferredtoastheDeposit).

25. In the event, that the Licensees fails or neglects to hand over
vacant charge of the Licensed Premises including the car parking
spaces at the expiry or termination or sooner or earlier
determination of this licence, then the Licensees shall be obliged to
pay to the Licensor, pre-estimated liquidated damages to the
Licensor of Rs.500/- (Rupees Five Hundred only) per day, the
Licensees have wrongfully remained in useoftheLicensedPremises
including the car parking spaces, without prejudice to all therights
and remedies available to the Licensor (in law), to vacate, remove,
andejecttheLicenseesfromtheLicensedPremises.

26. Upon the expiry or termination or sooner orearlierdeterminationof

this Agreement,theLicenseesshalldepositwiththeLicensor,asum
of Rs.______/- (Rupees ________ only) simultaneously with the
Licensor refunding the Deposit (after permitted deductions as
aforesaid) to the Licensees. The aforesaid sum of Rs._________
(Rupees __________only) shall be retained by the Licensor for a
period of __ (_____) days thereof andtheLicensorshallbeentitledto
make payment of the electricity, gas consumption charges and any
 other utilities due and payable, if any, for the period during which
the Licensees availed in of the Licensed Premises. In the event, the
aforesaid sum is insufficient; the Licensees shall make payment of
any additional sum to defray such expenses. Upon the expiryofthe
aforesaid period of __ (___) days, after deducting the aforesaid
payments, if any, the Licensor shall refund to the Licensees the
balance amount of the aforesaid Rs._____/- (Rupees
____________________ only) along with copies of the adjusted bills,
failing which, the balance amount shall carryaninterestattherate
of18%p.a.(Eighteenpercentperannum)untilitspayment.

27. Any clause of this Agreement may be amended and the observance
of any suchclausemaybewaived(eithergenerallyorinaparticular
instance and either retrospectively or prospectively) with (but only
with) the written consent of the parties hereto; provided however
that, no such waiver shall extend to or affect any obligation not
expressly waived or impair anyrightconsequenttherein.Thefailure
or delay of either party to insist upon strict performance of any of
the terms or provisions of this Agreement or to exercise any option,
right or remedycontainedherein,shallnotbeconstruedasawaiver
or as a relinquishment for the future of such term, provision,
option, right or remedy, but the same shall continue and remain in
fullforceandeffect.

28. Each party warrants, with respect to itself, that neither the
execution of this Agreement nor the transaction of the grant of this
licence herein shall violate any provision of law or any judgment,
writ, injunction, order or decree of any court or governmental
authority having jurisdiction over it; result inorconstituteabreach
or default under any indenture, contract, or other commitment or
restriction to which it is a party or by which it is bound; or require
anyconsent,voteorapprovalthathasnotbeengivenortaken,orat
the time of the transaction involved shall not have been given or
taken. Each party states that it has and will continue to have
throughout the Licence Period, the full right to enter into this
Agreementandperformtheirrespectiveobligationsherein.

29. The stamp duty and registration charges of this Agreement shall be
borne and paid by the Licensees alone. The parties shall pay their
 respectiveAdvocates,Consultantsfees.

30. The parties hereto shall lodge the original of this Agreement for
registration withtheconcernedOfficeoftheRegistrar/Sub-Registrar
of Assurances atMumbaiandrespectivelyadmitexecutionhereofin
accordance with the Indian Registration Act, 1908. The original
registered copy of this Agreement shall be retained by and be the
propertyoftheLicensorandthecounterparthereofshallberetained
byandbethepropertyoftheLicensees.

31. Allnoticesandothercommunicationstobegivenunderthetermsof
this Agreement shall be in writing and delivered (i) by hand against
receipt, or, (ii) by Registered Post A.D, addressed to the parties as
follows:

ToTheLicensor:

Mr.___________________
_______________________
_______________________
_______________________
_______________________

ToTheLicensees:

(1) Mr._________________
_______________________
_______________________
_______________________
_______________________


(2) Mr.________________
_______________________
_______________________
_______________________
_______________________


or at such other address as is from time to time designated by the
partyreceivingthenotice.

32. The Licenseesshallbeheldjointlyandseverallyliableforallterms
and obligations under this Agreement. Joint and several liability
means that, while all Licensees are jointly liable for License fee or
compensations and all other obligations under this Agreement, at
the same time anyone Licensee may be held responsible to the
 Licensor for the entire amount of unpaid License fee or
compensations or other charges or for damages owed by any
Licensee.

33. This Agreement shall be subject to jurisdiction of the competent
CourtinPuneonly.

THESCHEDULEHEREINABOVEREFERREDTO:

All that piece and parcels of premises, being Flat No.____ on the ____
_________ floor admeasuring _______ square feet (Carpet/Built-up Area)
approximately in Wing___ofBuildingNo.__(hereinafterreferredtoasthe
said Building) in the project known as XRBIA HINJEWADI situated at
NereDattawadiHinjewadiPune

IN WITNESS WHEREOF, the parties hereto, have hereunto, set and

subscribed their respective hands the day and year first hereinabove
written.

SIGNEDANDDELIVEREDbythe )
withinnamedLICENSOR, )
AuthorizedSignatory, )
Mr.___________________________ )
inthepresenceof )
Mr.___________________________ )

SIGNEDANDDELIVEREDbythe )
withinnamedLICENSEES,)
(1) Mr.___________________________ )
(2) Mr.___________________________ )
inthepresenceof )
Mr.___________________________ )

RECEIPT

RECEIVED of and from the withinnamed Licensees, Mr. ____________ &

Mr.___________, the sum of Rs.___________/-(Rupees_____________________
only) being the interest free Advance License Fee in respect of First,tenth
& Eleventh monthof the said License period, agreed to be kept by the
Licensees with Licensor in accordance with terms and conditions of this
Agreement.


Isayreceived
MR.SUNILVISWANATHAN
(AuthorisedSignatory)
M/S.TECHNOSMARTFACILITYMANAGEMENTSERVICESPVTLTD.
(ConstitutedAttorneyHolder)

Witness:

Mr.___________________________