This agreement made on this ….. day of ….., 200…. at Dehradun between M/s ………………….
and SOFTWARE TECHNOLOGY PARKS OF INDIA, an autonomous society registered under
the Societies Registration Act 1860 represented by its officer-in-charge (Asst. director) S. N.
Maurya being signatory to this agreement, having its registered office at the premises of CGO
complex, Lodi Road New Delhi 110 003 hereinafter referred to us the STPI, which expression
unless repugnant to the context of meaning thereof shall mean and include its successors in the
title.
AND
M/s ………………….. Hereinafter referred to AS Incubation company (which expression unless
repugnant to the context or meaning thereof shall mean and include its successors in the title,
heirs administrators and executors)
WHEREAS the STPI has been formed to establish and manage the infrastructure resources such
as Communication facilities building etc., to provide service to the users, and to undertake
software/ITES development purpose.
AND WHEREAS the STPI has setup The Incubation Centre at IT-Park, Sahastadhara Road
Dehradun STPI Complex for the export of software through data communication link and / or
physical media.
AND WHEREAS the STPI is offering / providing use of the space along with common user
facilities viz. furnished area (including painting, flooring, blinds, ceiling, internal electrical
fittings, lightings, aluminum work etc.), Air conditioning, Modular furniture, chairs, LAN
cabling, EPABX wiring, DG power back up, housekeeping and other services to Incubation unit
basis in the above mentioned The Incubation Centre at IT-Park Sahastradhara Road, Dehradun.
AND WHEREAS Incubation company has approached the STPI for permission for the use of the
above said facilities provided by the STPI for the sole purpose of development of software /ITES
on terms and conditions mutually agreed for a period of one years only from the date of signing
of this agreement, which the STPI has agree to grant on the basis of leave and Incubation
company only (which will stand ipso facto on the expiry of the said term).
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AND WHEREAS the STPI has agreed to allow to usage of the space mentioned in the schedule
and to provide other services to the Incubation company on terms and conditions mutually agreed
to and herein recorded,
Now this AGREEMENT witnesseth and it is hereby agreed by and between the parties hereto is
as follows:
1.
That the STPI hereby grants on license to software /ITES Company for the use of premises
and facilities/ services provided by the STPI as specified hereinunder.
a)
b)
This writing shall never be construed as any tenancy agreement or lease nor
otherwise creating any other right or interest in premises described in favour of
the Incubation company which is not at all the intention of the parties but on the
contrary merely a temporary agreement or arrangement supply to allow the
licensee to use the premises described in Schedule – I under the control of STPI.
The use of services of common security arrangement and the use of common area
such entrance lobbies, passage as may from time to time be fixed/ determined by
the STPI.
2.
That the STPI shall fix all charges to be paid by the Incubation company, which shall
include charges under separate heads i.e. DG & Electrical charges, administration
charges, modular partitioning, false ceiling, flooring, civil work, LAN cabling,
telephone wiring, chairs, UPS charges etc.
3.
The charges under sub clause as defined as allied services shall be fixed by the STPI on
a yearly basis and shall be payable by the on monthly basis and however advance
equivalent to one months to be paid by Incubator company. The STPI shall have the
right to modify the charges fixed for the year at the beginning of each year, the same is
subject to STPI opting for this facilities.
4.
Incubation company shall be permitted to bring into the schedule premises related
communication equipment’s required for software development/ITES and software
export operation., however the shall not be permitted to bring in any other article, which
is unrelated to the running of on operation for development of software, in particular
there shall be a complete embargo on the Incubator company from bringing in
combustible, hazardous and prohibited material into the premises.
5.
The Incubator company shall use the premises described in Schedule –1 strictly for the
purpose of development of the computer software /ITES and for no other purpose.
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6.
Incubator company shall deposit at the time of entering into this agreement with the
STPI Two month charges as an interest free security deposit, and service charges and
all due from time to time and also security for the safety of furniture, fixture and
equipment provided by the STPI. In case of any damage to the property of the STPI by
the STPI or in case of any charges being demanded from the STPI by any authority(
which have to be borne by the in terms of agreement), the STPI shall be entitled to
deduct the same from the security deposit and further make a demand on the to
Incubator company make up the shortfall ,if any in the security deposit to the extent of
the amount which has been borne by the STPI.
7.
In the event of shortfall in the security deposit not being paid within 30 days of its
demand the STPI shall be entitled to revoke Incubator company and forfeit the
remaining security deposit forthwith. The STPI shall also have the right to suspend all
the services provided to the Incubator company after the expiry of the stipulated period
of 30 days unless the Incubator company clears all the dues and make up the shortage in
the security deposit account Incubator company within the stipulated time. The decision
of the STPI about the amount due from Incubator company shall be final, shall not be
open to negotiation, and shall be accepted by the Incubator company as such.
8.
Incubator company hereby granted shall be for a period of one years commencing from
…, 200…
9.
The Incubator company may be terminated by the STPI at any time /stage during the
period of the same, without assigning any reason for such termination, simply by giving
of 30 days notice in writing to the Incubation company and if the Incubation company is
found indulge in any illegal activities in that case Incubation company will be revoked
without any notice.
10.
It shall be open to the Incubation company to terminate this agreement after giving one
months notice subject to the completion of the following formalities/ meeting of the
following conditions.
a)
b)
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The Incubation company shall pay such charges due to the STPI in respect of
service charges and Incubation company fee that may be due from it at least 1
month before giving notice of termination.
The Incubation company shall hand over vacant and peaceful possession of the
premises to the STPI, in such condition as it was at the time of taking over
possession, further the Incubation company shall on its own cost remove all
equipment / furniture bought into the scheduled premises by it.
The Incubation company shall not be entitled to make any alteration in the schedule
premises or any part thereof if If any change / alteration is necessary, the STPI may
permit in writing the said alteration and the cost for the same shall be borne completely
by the Incubation company. Provided further that on termination of the license, the
Incubation company shall not be entitled to remove anything, which has been fixed, or
undo the alteration so made without prior consent in writing of the STPI.
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12.
The STPI shall have complete authority to carry out inspection of the said premises at a
reasonable hour, after giving 24 hours notice of the same to the Incubation company and
that the Incubation company shall permit entry of the representatives of STPI into the
schedule premises for carrying out such inspection.
13.
Incubation company shall keep the STPI informed in writing of all developments being
undertaken by the STPI in respect of its operation and shall register the details of all the
contracts obtained by it for development and export of software with the STPI.
14.
The STPI shall not be responsible for any break down or damage caused to Incubation
company equipment. Further, he shall also not be responsible for any injury to
Incubation company or its personnel working at the premises due to electricity fault or
any other reason.
15.
Incubation company would nominate an authorized person to interact with the STPI and
he alone will deal with STPI in all matters relating to this license as well as the use of
the facilities etc. available with the STPI.
16.
Incubation company shall strictly observe and comply with all rules, regulations and
conditions mentioned in the customs notification no. 339/85 customs dated 21st March
1981 138/91 customs & 140/91 and in event of any default on part of Incubation
company in complying with the said conditions, the entire liabilities for the same shall
be of the Incubation company and be borne by it and towards this end the Incubation
company hereby agrees to indemnity the STPI in respect of any claim that may arise
from the customs authorities. The Incubation company shall keep the STPI fully
indemnified for any liability that may occur or / and any claim that may be raised by the
custom authorities.
17.
The STPI shall not be responsible for any loss arising to the Incubation company on
account of operation carried out by him or on account of any failure on his part to
comply with any rules, regulations and producers prescribed in respect of the
manufactures and export of software.
18.
The STPI shall not be responsible for any volition /default on the part of the Incubation
company to comply with statutory obligation under the law which have to be adhered
to by the Incubation company and the licensee hereby fully indemnifies the STPI
against any liabilities which may arise on account of any such default by or violation
on part of the licensee.
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19.
That in case of any dispute arising in connection with of this agreement or in
connection with breach of any terms of this agreement or termination thereof, shall be
referred to arbitration by a sole arbitrator to be appointed by the Secretary, Department
of Electronics, Government of India or any person duly authorized by him and the
proceedings shall be governed under the Indian Arbitration & Act 1998 arbitration and
conciliation Act 1996. The seat of such arbitration shall be New Delhi and for all other
despite will be subject to G.B. Nagar jurisdiction only.
20.
Moreover, the STPI is providing the space mentioned hereunder on Incubation
Company along with use of other common facilities determine by the licensor and
services in the Software Technology Parks, Incubation Centre IT Park Sahastradhara
Road, Dehradun.
21.
The company under Incubation will define its normal working days maximum up to six
days a week, for working on off office day / Holiday ( Gazzeted / local ) a prior
intimation and permission by the Head of organization ( STPI ) is required provided
sufficient justification on business ground.
22.
The Company should define its normal working Hours maximum up to 12 hours a day,
exceeding to the normal working hours running / maintenance charges will be charged
separately as per actual basis fixed by STPI.
23.
The charges for usage of Incubation Facility is at a rate of Rs.7,500/- (Seven Thousand
Five Hundred only) per incubation seat and charges shall be paid in advance for every
month. Number of incubation seats occupied by the Incubation Company shall be One
And monthly Service Charge shall be Rs. Rs.7,500/- (Seven Thousand Five Hundred
only)
24.
Provided, however, and notwithstanding anything herein before contained, it is hereby
expressly agreed by and between the parties hereto that in default if any payment on the
date herein before referred to above to the STPI. The STPI shall be entitled to and shall
have always the power to revoke the Incubation company hereunder granted at his
absolute discretion of the property without subjecting himself to nay liability on that
account.
25.
This agreement will come into force w.e.f ………. 200…. or date of physical
possession of the area whichever is later.
IN WITNESS WHEROF, the parties have signed this AGREEMENT on this date and year.
WITNESSES
Incubation Company
WITNESSES
STPI