THIS AGREEMENT IS ENTERED INTO AT ……………. ON THIS …………..

DAY
OF ………………. 2007,

BETWEEN

………………….

(hereinafter referred to as OWNER which term shall mean and include their legal
representatives, their heirs, executors and administrators) OF THE ONE PART:

AND

…………………………

herein referred to as the DEVELOPER which term shall unless repugnant to or

inconsistent with the context mean and include its successors-in-interest and assigns of
THE OTHER PART:
WHEREAS the owners are the absolute owner of the property morefully described in the
Schedule and having acquired it in the following manner.

And WHEREAS the owners have approach the developers for the purpose of promoting a
scheme for Development of the schedule mentioned property by construction of
appropriate buildings as permitted by the planning authorities. And the developers have
to undertake the development of the schedule property on the following terms and
conditions.

NOW THIS INDENTURE WITNESSETH:

In pursuance of the abovesaid recitals and in consideration of Developer agreeing to

develop the Schedule Property into ……………………………, the Owners hereby agree
to entrust the Schedule Property to the Developer for joint development, subject to the
following terms and conditions:

The Owners hereby covenant that:

1. The Owners do hereby covenant and assure and declare that the schedule
mentioned property is their own and that no other person has any right, title or
interest thereon and that they are legally entitled to sell, convey and / or transfer
the same. They also covenant and assure that the said property is free from all
encumbrances, charges, liens, leases, mortgages, acquisitions, court attachments
or claims of any kind and the owners shall do or cause to be done all such acts,
deeds or declarations affidavits, as may be required at any time so as to ensure the
absolute title of that part of the schedule mentioned property as is agreed to be
share of the developer or their transferee / nominee / assignee and also produce
such documents, certificates or any requisitions on title at the reasonable request
of the developer. The owners do hereby agree to indemnify the developer against
any defect, flaw or wrong in title and / or any charge encumbrance claim,
demands in and / or upon the schedule mentioned property.

2. The owners assure the developer that in respect of the Schedule Property, there is
no Encumbrance, mortgage, charge, lien, etc. of any kindly whatsoever, Lis
Pendens, Court attachment or of any revenue or civil authorities, of any claim of
maintenance or any other adverse claim whatsoever, Revenue Recovery
Proceedings, Arrears of tax, levy or rent due to the Government or Local Body,
Land Acquisition Proceedings under Land Acquisition Act or any other act,
Violation of any of the provisions of Urban Land Ceiling Act, Prior Agreement to
Sell with anyone and that they have not entered into a similar type of Agreement
with any one for developing the Schedule Property.

3. The owners hereby authorities the developer to take all steps to take
measurements, give advice in the capacity of a Builder, draw plans, modify them,
if necessary; submit the same to the competent Authorities, like corporation of
Madras, M.M.D.A Government of Tamil Nadu and others, remit the appropriate
fees and to obtain sanction or sanctions or orders at all levels, at their cost for
erecting appropriate building(s) as determined by the developer. The Developer is
entitled to engage its own Architect/s Engineers and Contractors, servants, or
Agents or any one acting on its behalf to execute the construction work and the
Owners will not interfere in the said work.
4. The owner and the developer expressly agree to mutually allot the built up area
and corresponding undivided share of the land as follows:

a. To the owners: of the built up area

b. To the Developer: of the built up area

5. The owner and developer agree that in case the common facilities are built like
clubs, gymnasium, party rooms, etc., for the common benefit of all the occupants,
which will lead to value addition to the property, the area so built for these
facilities will have to be shared in the same proportion between the owner and the
developer and any revenue generated will also be shared in the same proportion.

6. The developers agrees to pay a refundable security deposit of Rs.2,00,00,000/-

(Rupees Two crores only).

a. Rs.75,00,000/- (Rupees seventy five lakhs only) at the time of signing of

this agreement.

b. Rs.75,00,000/- (Rupees seventy five lakhs only) after obtaining the

planning permission.

c. Rs.50,00,000/- (Rupees fifty lakhs only) at the time of handing over

possession.

7. The developer shall take all steps at his own risk for the construction of such
appropriate buildings and shall invest the entire funds for construction.

8. The owners agree to sell and convey by way of absolute sale to and in favour of
Developer or its nominee or nominees, undivided interest to the extent of
--percent in the Schedule mentioned land.

9. It is agreed between the parties, that the Developer shall be entitled to collect
monies directly from its allottees for the value of superstructure which the
Developer is entitled to construct as per clause ………….. and alienate this share
of property. The Developer shall also be entitled to collect the value of the land,
for an extent of …… undivided share, which is the entitlement of the Developer,
as per this agreement.

10. To facilitate matters it is expressly agreed that the owners will execute, register
and handover to the promoter a Power of Attorney in favour of the person
nominated by the Developer for the purpose, appointing the said person as agent
to perform / to and execute and carry out all acts, deeds and things which the
owners are themselves to do pertaining to matters referred to in this document.
The power granted under the said instrument shall only extend to the sale of
 undivided share of --- percent of the land allotted to the Developer / prospective
buyers and the execution and registration of necessary sale deeds thereof.

11. The Owners agrees to issue a Power of Attorney in favour of the developer or
their nominees authorizing the Developers to sign all applications letter
representations, etc. of any nature whatsoever required by Developer, to get
approval / sanction of the appropriate authorities, as may be necessary conducive
or incidental to the construction of commercial / IT / Residnetial structures under
any of the enactments, acts, statues, rules, regulations by laws of the
Government, Corporations, Municipalities, Local Bodies or authorities.

12. If required, the owners will sign necessary affidavit, Indemnity, document for
getting necessary permission from the Appropriate authority and IT clearance
certificate under section 230A and any other provisions of the IT Act.
13. The built up area of --- percent allotted to the developer together with
proportionate undivided share of land in the schedule property are the absolute
properties of the Developer and they shall be entitled to lease or otherwise
dispose off / sale of land in the schedule property and the Developer is entitled to
all income, gains, capital appreciation and benefit of all kinds arising out of the
same.

14. The norms regarding construction, materials to be used and the plan to be drawn
for approval and all matters pertaining to the construction of building, including
the area, size, position and direction of the structures, provision of amenities and
all those matters pertaining to or incidental to the above matters shall be at the
sole responsibility of the Developer.

15. The Developer shall take the necessary safeguards to protect the schedule
property against misuse by any third party.

16. On signing of the agreement all incidental expenses other than what pertains to
the area to be allotted to the owner connected with the development of the
property would be borne by the Developer.

17. The owners shall be liable for payment of all taxes, assessments, cesses, dues,
duties, impositions, penalties, charges and all other outgoings and burdens in
respect of the schedule property.

18. The owners shall bear all taxes of any nature whatsoever towards electricity and
other services in respect of its share. Similarly, the owners shall bear and pay all
the deposits payable to the …………., ……………….. and other authorities in
connection with the flat/s pertaining to their share. This clause will apply in
respect of completed flats and not to any other expenses.

19. Similarly the owners will pay sales tax and works contract tax in respect of flats
allotted to them, if at all there is such liability.

20. The owners agree and undertake to execute and register or cause to be executed
and registered at the cost of the developer or allottees, any other deed, power,
instrument, document, letters, affidavits, etc., as the developer may require for
better assuring the title for their respective shares in the Schedule land and
peaceful and effective possession of their respective constructed area to be
constructed for such share through the developer.

21. The owners shall co-operate and extend wholehearted and full support and
assistance as are necessary and incidental for the construction of
………………….. building as per the rules and by-laws of appropriate
authorities or any other act.
22. All the sales effected on behalf of the Developers in respect of their share, the
construction, completion and other obligations undertaken by The Developers
shall be responsible with regard to all third party obligations in respect of all the
sales effected on behalf of the Developers in respect of their share. The owners
have no liability or responsibility whatsoever in this respect.
 23. The owners hereby undertake to obtain such income tax clearance certificate as
may be necessary and whenever required to enable the Developer to implement
and promote this scheme and the sale of the schedule mentioned property in
favour of prospective purchase in a manner beneficial to the owners and
developers.

24. In case of any dispute or differences of opinion arising between the owner and
the Developer regarding construction, completion, division and sale of respective
portions of the owner or developer, to third parties, all such disputes pertaining to
the matters referred to two arbitrators, each party appointing one arbitrator on
their behalf. In case the arbitrators cannot find a solution then legal proceedings
can be initiated.

IN WITNESS WHEREOF, we, the above mentioned parties have signed this agreement
on this ……….. day of ……………. 2007.

WITNESSESS PARTY OF THE ONE PART

1.

2.

PARTY OF THE OTHER PART