Draft For Approval

AGREEMENT

THIS AGREEMENT is made at _______ Mumbai this _____ day of _________ in the Christian Year Two Thousand and Nine, BETWEEN: M/s. Dr. Raviraj Vastu Spiritual Services (P) Ltd., a Company formed under the Companies Act, 1956 having its office at Navdarshan Apartment, 1st floor, M.G.Road, Thane(W), Thane 400062, hereinafter referred to as the Consultants (which expression shall unless it be repugnant to the context thereof be deemed to mean and include its successors and assigns) of the One Part; AND M/s SHRIYA DEVELOPERS PVT. LTD., a Company formed under the Companies Act, 1956 having its office at _______________ , Nasik, hereinafter referred to as the Developers (which expression shall unless it be repugnant to the context thereof be deemed to mean and include its successors and assigns) of the Other Part; WHEREAS1. 2.

3.

The Developers propose to develop a residential construction project at Nasik situated at ______________________________________ The Consultants specialise in vastu consultancy and provide guidance for setting up residential and commercial accommodations as well as remedial measures based on the principles of vastu shastra. The Developers have approached the Consultants and have requested them to provide their expertise and assist them as per vastu shastra in Planning & Designing of their Residential Construction Project. The Consultants have agreed to do so on the terms and conditions appearing hereinafter:

NOW THIS AGREEMENT WITNESSETH AND IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1.

APPOINTMENT :
1.1

The Developers appoint the said Dr. Raviraj Vastu Spiritual Services Pvt. Ltd. as the Consultants of the Developers and the Consultants hereby accept such appointment. The appointment of the Consultants shall be with effect from _________ The Developers shall not consult or appoint any other vastu consultant/s for the purpose of the said job when the Consultants are acting in the capacity as such.

1.2

1.3

2. 2.1

SCOPE OF WORK: The Consultants shall advice the Developers in matters of project planning. This shall be done in two stages as follows: a) Stage 1 Project Planning It shall consist of plot analysis, project mapping and layout and planning of various utilities. b) Stage 2 Planning for individual buildings It shall consist of planning and designing of floor plans of each building and their internal layout. (Details of the abovementioned stages are annexed to the main document)

2.2

The Consultants shall also give guidance and support, regarding the said subject matter, to individual buyers, if requested by them, as per their personal needs, preferences and requirements. First meeting with the customer shall be at the site of the plot and subsequent meetings shall be at the office of the Consultants. All the customer queries will also be attended to on telephone and e-mails. The Consultants are entitled to charge extra fees from the buyers for any additional personalized service. The consultant shall advice the Developers on all matters which are relevant to make the entire project vastu compliant.

2.3

2.4

All the work shall be done in total synchronization with the Developers, architect and any other party involved in the same. The Consultants shall advice Developers on perfect applications and implementation of vastu principles with respect to said project. The Consultants shall give a formal training to the marketing and technical team of the Developers for marketing the project, with emphasis on the vastu compliancy of the same. REMUNERATION The consultants shall be eligible for fees of Rs. 3.20 per sq. feet. For the calculation of the square feet, super built up sellable area shall be taken into account. Fees shall be paid in the following manner: 1) 20% at the time of signing of this agreement i.e Rs.___________ 2) Remaining 80% shall be paid in four equal installments at the interval of 5 months starting from the date of signing of this agreement. 3) Developers shall issue post dated cheques of Rs.________ each for 1st, 2nd and 3rd installments with the interval of 5 months (in the 1st week of every 5th month). 4) Developers shall adjust fees in the last installment i.e 4th installment after taking into account total sellable area. The cost of remedies shall be extra as per the requirements. Developers shall make the payments towards said remedies at the time of delivery of said remedies.

2.5

3.

4.

TRAVEL: The Developers shall reimburse to the Consultants all the travelling expenses incurred by the Consultants which shall include expenses for lodging, boarding and travel fares in connection to the work. Travel arrangement shall be by _________ (air/road)

5. 5.1

CONFIDENTIALITY: The Consultants shall ensure that none of its servants or agents or any person engaged by the Consultants to do any work pursuant to this Agreement shall at any time without the prior written consent of the Developers (otherwise than in furtherance of this Agreement) divulge any information of a secret or confidential nature acquired by it or

them and relating in any way whatsoever directly or indirectly to the Developers trade or business. 5.2 It is further agreed that the Consultants shall not be answerable to any third party and/or any person who is not directly linked/ involved to the project undertaken by the Consultants other than the authorized personnel of the Developers.

6. 6.1

GENERAL TERMS: The Developers are entitled to use the brand name of the consultants, VASTURAVIRAJ, for the promotion of the said project, whether it is print media, electronic media, or any other promotional media and activities. The Developers shall use the brand name VASTURAVIRAJ only in the style approved by Dr. Raviraj Vastu Spiritual Services (P) Ltd., and for the said project only. Use of the trade mark VASTURAVIRAJ and the goodwill attached to the same will help Developers to boost his sales in respect of the said project. On the completion of the said project the Developers shall not use the trade mark VASTURAVIRAJ and the name of the Consultants. The Consultants shall receive due information and cooperation from the staff of the company as required by them from time to time All bills towards reimbursement of the expenses, if any, shall be settled by the Developers within 7 days from the day they are submitted. It shall be incumbent on the Developers to draw the attention of the Consultants to any discrepancies within 5 days of receipt of the bills. In the absence of any such notice being given to the Consultants, it shall be presumed that the bills have been accepted by the Developers. Any levies and taxes imposed by the Government will be borne by the Developers. The Developers shall be eligible to deduct tax from the payments to be made to the Consultants as may be applicable as per the tax laws applicable. The Developers shall be liable to pay interest to Consultants in case of delay in payment as stipulated hereinabove. The interest rate on account of delayed payment will be 18 % per annum from the date of each unpaid bill/ invoice.

6.2

6.3

6.4

6.5

6.6

As a part of sales promotion, experts representing Consultants shall deliver lectures on the concerned topic to interested persons without charging any separate fees for the same, on request of the Developers. Experts representing Consultants shall also be part of the business promotional activities such as seminars, exhibitions, etc. organized by the said Developers in respect of the said project. After completion of the first stage, the Developers shall get the certificate of vastu compliance. The project shall be completed within the stipulated time. It is expected that the vastu compliancy of the project needs to be stressed for marketing the project. TERMINATION: In the event of the Developers defaulting in fulfilling the obligations under this Agreement, the consultants shall be eligible to forthwith to terminate this agreement without assigning any reason thereof and shall be at further liberty to seek specific performance of the contract in pursuance of this agreement.

6.7

6.8 6.9

7.

8.

FORCE MAJEURE: If either Party is unable to perform its obligations under this Agreement due to the occurrence of an event beyond its control (such as acts of God, War like situations, Riots, Bandhs, Government actions, Earthquakes, Cyclones, Typhoons, and other natural calamities, etc.), that Party will not be deemed to have defaulted under this Agreement. Each Party agrees to use all reasonable efforts to enable performance under this Agreement to continue.

9.

NOTICES: Any notice or communication required to be addressed or given under this Agreement to either Party shall be given to the Parties at the following addresses: Address of the Developers

Address of the Consultants

10.

ARBITRATION: All disputes differences claims demands and questions of whatsoever nature arising out of or relating to or in pursuance of or touching this deed or the construction meaning, scope, operation, effect or application thereof, or of any thing or clause contained therein, or any account or liability of any of the parties hereto, or as to any act deed matter or thing done or omitted to be done in any way relating to these presents, arising either during the continuance of this agreement or afterwards, shall be referred to a sole arbitrator to be appointed by mutual consent of both parties. Such arbitration shall be in accordance with and subject to the provisions of the Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force. All such arbitration proceedings shall be held at Thane. The governing law shall be the substantive laws of India.

11.

SOLE AGREEMENT: This agreement cancels and replaces all previous agreements whatsoever existing between the Developers and the Consultants relating to project undertaken by the Consultants for the said Developers.

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

The Common Seal of M/s.. the withinnamed Shriya Developers has been affixed pursuant to the meeting ) of its Board of Directors held on in presence of Mr. ., the of the Company who has signed these presents in the presence of .. .. .. .. .. .. 1.

) ) ) ) ) )

2.

The Common Seal of Dr. Raviraj Vastu Spiritual Services (P) Ltd the withinnamed Consultants has been affixed pursuant to the meeting of its Board of Directors held on in presence of Mr. ., the of the Company who has signed these presents in the presence of .. .. .. .. .. .. 1. 2.

) ) ) ) ) ) ) )

Annexure I Details of the scope of work as per stages as mentioned in para 2.1: