DRAFTING OF AGREEMENT DEED

The final research proposal submitted in fulfillment of the course Drafting,

Pleading and Conveyancing, Semester VIII during the academic year 2019-20

Submitted by-

C. Monica

Roll No. - 1617

B.B.A LLB

Submitted to-

Dr. B. Ravi Narayan Sarma

Feb., 2020

Chanakya National Law University,

Mithapur, Patna, 800001

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ACKNOWLEDGEMENT

I am feeling highly elated to work on under the guidance of my Drafting Pleading and
Conveyancing faculty. I am very grateful to him for the exemplary guidance. I would like to
enlighten my readers regarding this topic and I hope I have tried my best to bring more
luminosity to this topic.

I also want to thank all of my friends, without whose cooperation this project was not
possible. Apart from all these, I want to give special thanks to the librarian of my
university who made every relevant materials regarding to my topic available to me at the
time of my busy research work and gave me assistance.

OBJECTIVE OF THE STUDY

The researcher seeks to study the basic essentials of an agreement in the light of which an
Agreement can be drafted and also what will be the particulars of a good agreement deed. The
researcher, while dealing with the nature, rules, principles and particulars of an agreement deed
will refer to the relevant provisions of Indian Contract Act, 1872. In the light of the same the
researcher will also be drafting 3 models drafts of agreement deed.

RESEARCH METHODOLOGY

The research includes different options. They are:

• Exploratory research:

It is usually a small-scale study undertaken to define the exact nature of a problem and to gain
a better understanding of the environment within which the problem has occurred. It is the
initial research, before more conclusive research is under taken.

• Descriptive research:

It is to provide an accurate picture of some aspects of market environment. Descriptive research

is used when the objective is to provide a systematic description that is as factual and accurate
as possible. It provides the number of time something occurs, or frequency, lends itself to
satisfied calculations such as determining average number of occurrences.

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 TABLE OF CONTENTS

1. INTRODUCTION ............................................................................................ 4

2. PARTICULARS OF AN AGREEMENT DEED ............................................. 8

3. DEED COMPARED WITH AGREEMENT ................................................. 12

4. MODEL DRAFTS .......................................................................................... 14

5. CONCLUSION ............................................................................................... 27

BIBLIOGRAPHY ............................................................................................... 28

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 1. INTRODUCTION

“Agreementum” is a word compounded of two words, viz. of aggregation and mentium. And
so by the contaction of two words, and by the short pronunciation of them they are made one
word, viz. aggrareamentum which is no other than a union, collection, copulation and
conjunction of one or more two minds in anything done or to be done. 1 The law relating to
agreements is contained in the Indian Contracts Act, 1872. The relevant provisions of the Act
are discussed hereunder:

Definition of Agreement - “Every promise and every set of promises, forming the consideration
for each other, is an agreement.”2

Agreements that are not contracts - Agreements in which the idea of bargain is absent and there
is no intention to create legal relations are not contracts.

These are:

(a) Agreements relating to social matters: An agreement between two persons to go together to
the cinema, or for a walk, does not create a legal obligation on their part to abide by it. Similarly,
if I promise to buy you a dinner and break that promise I do not expect to be liable to legal
penalties. There cannot be any offer and acceptance to hospitality.

(b) Domestic arrangements between husband and wife: In Balfour v. Balfour3, a husband
working in Ceylone, had agreed in writing to pay a housekeeping allowance to his wife living
in England. On receiving information that she was unfaithful to him, he stopped the allowance:
Held, he was entitled to do so. This was a mere domestic arrangement with no intention to
create legally binding relations. Therefore, there was no contract.

Three consequences follow from the above discussion.

• To constitute a contract, the parties must intend to create legal relationship.

• The law of contract is the law of those agreements which create obligations and those
obligations which have their source in agreement.

1
R.N. Chaturvedi, Drafting,Pleading and Conveyancing, Centssral Law Publication (4th ed.)
2
Sec. 2(e), Indian Contract Act, 1871.
3
(1919) 2 KB 571.

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• Agreement is the genus of which contract is the specie and, therefore, all contracts are
agreements but all agreements are not contracts.

PROMISE - when a person made a proposal to another to whom proposal is made, if proposal
is assented there to.4

OFFER - when a person made a proposal, when he signifies to another his willingness to do or
to abstain from doing something. 5

AGREEMENT = OFFER + ACCEPTANCE

An Agreement is a promise or a commitment or set of reciprocal promises or commitments.

An Agreement involves an offer or proposal by one person and acceptance of such offer or
proposal by another person. If the agreement is capable of being enforced by law then it is a
contract.

WHAT AGREEMENTS ARE CONTRACTS – Sec. 10 of the Indian Contract Act defines,
“All agreements are contracts if they are made by the free consent of parties competent to
contract, for a lawful consideration and with a lawful object, and are not hereby expressly
declared to be void.

Nothing herein contained shall affect any law in force in [India] and not hereby expressly
repealed by which any contract is required to be made in writing or in the presence of witnesses,
or any law relating to the registration of documents.”

TYPES OF AGREEMENT:

There are many types of Agreement, on the grounds of enforceability agreement has two types
which are as follows :

A) Valid Agreement

B) Void Agreement

A) Valid Agreement :

Valid agreement is said to be valid if it can be enforceable in the Court of Law. Section 2(h)
of the Indian Contract Act, 1872 says that, "an agreement enforceable by law is a contract"

4
Sec. 2(b) of Indian Contract Act 1872.
5
Sec. 2(a) of Indian Contract Act 1872.

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B) Void Agreement :

According to Section 2(g) of the Indian Contract Act, 1872 an agreement which is not
enforceable by law is said to be void.

Section 24 to 31and 56 of the Indian Contract Act, 1872 lay down the provisions relating to the
agreements which are declared void are as follows :

(i) If consideration and objects are unlawful in part.6

(ii) Agreement without consideration7

(iii) Agreement in restraint of marriage8

(iv) Agreement in restraint of trade9

(v) Agreement in restraint of legal proceedings10

(vi) Uncertain Agreements11

(vii) Wagering Agreement12

(viii) Agreement contingent on impossible event13

(ix) Agreement to do impossible acts14

(x) Agreement with minor15

(xi) When both parties are under mistake of law.

All of the above mentioned grounds also come along with certain exceptions.

Void and illegal Agreement :- The Contract Act draws distinction between an agreement
which is only void and the one which is unlawful or illegal . An illegal agreement is one which
is forbidden by law ; but a void agreement may not be forbidden , the law may merely say that

6
Sec. 24, Indian Contract Act, 1872.
7
Sec. 25, Indian Contract Act, 1872.
8
Sec. 26, Indian Contract Act, 1872.
9
Sec. 27, Indian Contract Act, 1872.
10
Sec. 28, Indian Contract Act, 1872.
11
Sec. 29, Indian Contract Act, 1872.
12
Sec. 30, Indian Contract Act, 1872.
13
Sec. 31, Indian Contract Act, 1872.
14
Sec. 56, Indian Contract Act, 1872.
15
Sec. 11, Indian Contract Act, 1872.

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if it is made , the courts will not enforce it . Thus every illegal contract is void but a void
contract is not necessarily illegal. Moreover, if transaction which arises out of an unlawful act
is such that if they are separated from the illegal part, then they would count as a valid
agreement, then those transactions hold value in the eyes of law irrespective of the illegality of
the agreement. 16

16
BOI Finance Ltd. v Custodian (1997) 10 SCC 488.

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 2. PARTICULARS OF AN AGREEMENT DEED
The process of drafting an agreement is the next step after the completion of the negotiations
between the parties. More often, than not, drafting of the agreement presents many problems.
The importance of drafting of agreement cannot be underestimated as it involves integrating
by means of written words the agreement that has been reached during the course of
negotiations. The negotiations can be frustrated by perfunctory drafting of the agreement either
by not expressing the intent and understanding of the parties or by omissions, which may give
rise to disputes and litigation. Regardless of which party drafts the agreement, the problem
remains the same. It is, therefore, desirable that after conclusion of the negotiation, the task of
drafting the agreement is done mutually so that any possible legal pitfalls may be avoided.

There is no such prescribed format of an agreement. It must be in accordance with Indian

Contract Act, 1872 and any other specific legislation. Irrespective of the nature of the deed, the
particulars of a conventional deed will apply here as well. First, the title will be mentioned and
then other concerned particulars will follow.

• PARTICULARS

As a customary practice a deed must commence with description. It is not a legal requirement.
Deed must commence with title or nomenclature of the deed. Title gives mere probable idea of
the intention of the parties and nature of the deed which is not concrete. A rational conclusion
cannot be drawn from this. Weightage must be given to the content of the document. It will
give exact clarity. The title of the deed is required to be stated in capital letters to give
distinction between content and other portion. This title shall be followed by date and place.

The date has to be quoted both in numerical and language format. The date will give the bare
idea of the day of execution of deed. Execution does not mean registration. The date must be
real and accurate. Proper coordination must be there between date and numerics and in
language. If there is contradiction between them, language is to be opted. Usual presumption
is that chances of error in numerical sense is more. If there is contradiction about it in the
opinion of the parties then extrinsic evidence has to be considered. Quoting of date on the deed
has a prominent value. If no date is there the deed must not be declared void. The date will
determine the limitation regarding the requirements of procedural law. If no date is there, then

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Parole evidence i.e. secondary evidence is to be considered. Date is followed by place which
jurisdictional aspect is known.17

1. Description of the parties

If one or both parties are artificial juridical bodies then the name of the corporate entity,
legislation by which it came into existence, address of corporate body, its headquarters,
head office, name of the person through whom it is represented. If it is partnership firm,
then name of the partner representing, address of the firm, registered office of the firm,
name of the firm etc. If these particulars are not furnished regarding the competency of the
parties then it will become agreement void ab initio. (Sec. 12, 13, 14 of Indian Contract
Act). Sec 7 of Transfer of Property Act also talks about legal competency. It is important
to mention that minor is legally disabled not disqualified.

2. Nature of the Agreement

Legal nature of the contract or agreement, the deed has to clearly reveal the purpose of the
deed. Eg - Agreement to sale, agreement to create agency etc. Unless the object of the
agreement is not valid the contract will not be void. Sec. 23 of the Indian Contract Act talks
about unlawful object.

3. Consideration

Every agreement must be supported by the consideration the parties have agreed thereupon.
It need not be equal or in terms of money. But it must have some value and must be
accurately stated. It is material factor that will determine validity of the transaction. General
rule is, no consideration, no validity of contract. It need not be always from the promisor.
The time as to the payment of consideration or manner of the consideration, and the total
amount of the consideration or if any part payment has been made (receipt or
acknowledgement) it has to be mentioned.

4. Subject matter

The subject matter normally may be property, services or carrying out any business activity.
If property then the physical characterstics (parsels) have to be mentioned.( Sec. 6 of
Transfer of Property Act). Parsels implies physical identity particulars of the property. It

17
M.C. Bhandari, Practical Approach to Deeds & Documents, 3rd Ed., 2019.

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 must be in consonance with what is in existence at the time of transaction. It must be clearly
furnished. Nature of property, place where it is situated and the surrounding boundaries of
that property form a description. Extent, measurement and quantum of the property
furnished either in body part or at the end of the deed by way of a schedule. If graphical
representation has to be given then it may be disclosed by a separate annexure.

5. Time for performance

If there is no time mentioned and there is lapse of reasonable time then specific performance
and compensation both can be claimed provided only if there is actual sufferance of loss
(Sec. 55(2) of Indian contract Act). Sec. 47 – where time has been agreed but request has
to move from transferee. It has to be performed in usual working hours. The performance
shall have to be done at the request of the promisor. Sec. 49 – where promisor has to make
an application for appointment of date and place. Sec. 50 – such performance as agreed u/s
46 to 49 has to be done in the manner agreed or otherwise in reasonable mode.

6. Operation of Agreement

It is the effect of agreement or when it shall come into force. The agreement shall come
into force on such day on which it has been executed or on which the parties have mutually
agreed and which is explicitly mentioned in the deed. If the parties have agreed any other
day other than the date of execution such date must be mentioned in the deed. If there is no
such clarification, the parties have to perform their reciprocal promises within such time as
from the date of execution.

7. Manner of Termination

Agreement may be terminated by: performance, impossibility, lapse of time, by agreement,

operation of law, merger of interests. In merger there maybe novation, recession, waiver or
merger. Novation relates to any sort of change to the existing transaction. May be in respect
of parties or terms and conditions or both. Previous agreement gets terminated, substitution
by a new one or both. Recession relates to partly where few terms and conditions or total
relating to total agreement ending. Remission is performance of the thing other than agreed.
The manner in which the agreement is to be terminated there must be a clause in that regard
in the deed.

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 Termination if there is breach – This can be done through notice if done before the
performance of the contract. Time period to be provided for notice must be mentioned in
the deed. Substantial time must be given.

8. Arbitration Clause

Probable referable dispute. If a conflict arises between the parties, if the parties have agreed
then this must be mentioned in the deed. The deed must make clarification about the
reference of the matter to arbitration before performance of the contract, the manner of
appointment of arbitrator, bindingness of the award on parties or legacies etc. If the dispute
arises without any mutual agreement then redressal approach may be adopted. The parties
may also enter into post contractual understanding. If it is at the time of entering into
contract then it is pre-contractual understanding. Everything material to arbitration has to
be incorporated in arbitration clause.

9. Clause for service of communication

Furnishing details of parties to enable future course of correspondence between parties.

This is the address of the parties. Where party is interested in providing alternative address,
same must be specified. Particulars about normally the present place at which party is
residing rather than permanent address, has to be explicitly provided.

10. Legal formalities

Whether stamp duty, attestation, registration is required in the agreement deed. The
agreement may be oral or in writing, as provided under the Indian Contract Act. Where
registration is mandatory then attestation and stamp duty are also required.

Sec. 53 A of Transfer of property Act provides for part performance where possession of
property is delivered without performance of contract which will be carried out in future.
Such contracts need to be in writing.

Sec. 17(1)(g) & (1)(a) of Registration Act – if intereste is created over immovable property
valuing 100 or more, it requires compulsory stamp duty, registration and attestation. Stamp
duty is based on locality and nature of the property under the local stamp Act.

Art. 5 Sch. I of Indian Stamp Act will determine stamp duty if no local Act is there. Barring
these no agreement requires registration. But it is feasible to have attestation which is also
not mandatory.

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 3. DEED COMPARED WITH AGREEMENT
The following differences and similarities have been discussed on the basis of common law
principles. The intention of the parties to be bound by the deed cannot be inferred like it would
be if the document were a contract. The most substantial characteristic of a deed is that it is the
most serious indication to the public that a person really means to do what he or she is doing.
In today’s commercial world, this idea of a serious commitment continues in the form of a
deed.

Therefore, a deed is used when substantial interests are at stake – such as where a person passes
an interest, right or property, or creates an obligation binding on a person.

Deeds compared with agreements or contracts

The fundamentals of contract law are that there must be:

• offer and acceptance;

• an intention to be legally bound; and

• consideration (consideration stems from the idea that when two parties agree, they have
reached a bargain and consideration is required to show that the parties have ‘bought’
the promise by doing some act or providing something in return for the promise).

In contrast with a contract or agreement, there is no requirement for consideration to pass for a
deed to be legally binding. Consideration is not required for a deed to be enforceable because
of the idea that a deed is the most solemn indication to the community that the parties to a deed
intend to be bound.18

At common law, for an instrument to be a deed, certain formalities must be complied with:

• the deed must be in writing;

• a personal seal is placed on the document; and

• it must be delivered to the counter party.

These requirements are the origin of the expression “signed, sealed and delivered”.

18
https://www.lexology.com.

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However in most cases, legislation should be referred to for specific requirements on creating
a valid deed. These requirements are dependant on relevant laws for each state and territory
and for the type of deed involved.

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 4. MODEL DRAFTS

1. Agreement to get published a book and sell copyright entered into between Mr. P.
Gupta the Author who is willing to get published his book entitled “Publishers’
Companion”, and the Eastern Law House Pvt. Ltd., the Publishing Company
incorporated under the companies Act, 1956 being represented through Mr. Amrish
Sharma its’ MD who is aged 40 years.

AGREEMENT FOR PUBLICATION OF BOOK

This deed of book publication and copyright agreement made on 15th day of July 2019 between
Mr. Prakash Gupta, aged 34 years, s/o Mr. Ramesh Gupta, r/o of No. 5 C.R. Avenue, Calcutta
700 071 hereinafter referred to as the Author, of the One Part and Eastern Law House Private
Ltd, a Company with limited liability, incorporated under the Companies Act, 1956 represented
through Mr. Amrish Sharma (Managing Director) and having its registered office at No. 54
Ganesh Chunder Avenue, Calcutta 700 013, hereinafter referred to as “the Publisher” of the
Other part.

WHEREAS –

Whereas the author has written an original work entitled Publishers' Companion and is the
owner of the copyright therein.

Now it is hereby agreed by and between the parties hereto as follows:

1. The author grants to the publishers the sole and exclusive right to print and publish the
said work in book form in the territories of the world for all the editions and reprinted
editions.

2. The author warrants that the said work is an original work and that the author is the
owner of the copyright therein and that he has not made any assignment of or granted any
license in respect of any of the rights relating to the subject-matter of this agreement and
that the said work has not been published.

3. The author shall not make any assignments of the rights to print and publish the said
work in the territories of the world or grant any license to print and publish the said work
or any part thereof in the territories of the world without the consent in writing of the
publishers.

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 4. The time when a new edition or reprinted edition will be published is to be decided by
the publishers. The terms and conditions for such new edition or reprinted edition will be
the same as those of this agreement. In such events, however, the author shall have the
option of editing and preparing the same for the press.

Provided always that in case of the author's inability or death, the publishers shall be at
liberty to have it revised by any other person of the publisher's choice and will have the
right to use the name of the author in that and all subsequent editions as previously used in
the first edition. The revision charges and editing charges will, however, be debited to the
author.

5. The author undertakes to deliver the complete typescript in duplicate of the said work to
the publishers ready for the printers.

6. The publishers agree to print and publish the said work at their own cost, subject however
to the approval of the typescript.

7. The number of copies of the said work to be printed, distributed and/ or presented in each
edition will be decided by the publishers.

8. That prior intimation of, at least one year, should be given by the author to the publishers
in writing in the event the author decides to sell or present the copyright of the said work
to anyone and in such case such transfer shall be subject to the terms and conditions as to
the publication of future editions and reprinted editions contained herein.

9. The author will neither write nor revise any other rival book against the said work for
any other publishers or publish any rival book against the said work either by himself or
otherwise.

10. The publishers shall pay to the author during the legal period of his copyright the
following royalties and fees:

(a) On each edition published in the territories of the world, except as otherwise provided
in this agreement, a royalty at the rate of 10% (ten per cent) of the published price for the
first seven hundred copies sold in India;

12 and 1/2% (twelve and one half per cent) of the published price for the next seven hundred
copies sold in India; and 15% (fifteen per cent) for all copies sold in India thereafter.

15
 (b) On each copy sold outside India 10% (ten per cent) of the actual amount received from
sale.

Provided always that royalties and fees shall only be payable upon amounts actually
received by the publishers and no royalties and fees shall be payable in respect of any copies
given away for review or other purposes, destroyed by fire, water, enemy action, in transit
or accident.

11. The publishers will prepare every year a statement of accounts showing the sales of
the said work and will make payment to the author, or his legal representatives.

12. That the author warrants that the said work:

(a) contains nothing of a defamatory, libelous or obscene character or of an otherwise

actionable nature; and

(b) is in no way whatever a violation or infringement of any existing copyright or of any

proprietary or other actionable rights of others and that the author and the author's legal
representatives shall and will indemnify the publishers against all loss and damage
whatsoever to be incurred or sustained including any legal costs or expenses incurred by
the publishers by reason of any breach of this warranty.

Provided always that the publishers shall have the right without prejudice to their other
rights under this clause to alter the text of the said work as may appear to them appropriate
for the purpose of removing any passage which in their absolute discretion or on the advice
of their legal advisers may be considered actionable at law.

13. The copyright in the said work will remain the property of the author.

14. The proof sheets of the said work shall be corrected by the author.

15. The publishers shall present the author 20 (twenty) copies of the said work in each
edition free of cost.

16. The author shall prepare the contents, the table of cases, the table of statutes and the
subject index, etc., ready for the printers and will deliver the same to the publishers within
two weeks from the date of receiving the printed pages of the text of the said work.

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 Provided always that in the case of the author's inability or failure to do the same, the
publishers shall be at liberty to appoint any other person of their choice to do the same and
to fix his remuneration and such charges shall, however, be debited to the author.

17. If the publishers shall consider that the copyright in the said work has been infringed,
the publishers shall be at liberty to take such steps as they may consider necessary for
dealing with the matter, and if they desire to take proceedings they shall on giving the
author an understanding to pay all costs and expenses and to indemnify the author against
all liabilities for costs, be entitled to use the author's name as a party to such proceedings,
but at the same time to control, settle or compromise as they think fit. Any profits or
damages which may be recovered in respect of any such infringement of the copyright
shall, after deduction of all costs and expenses, be divided equally between the author and
the publishers.

18. If at any time any dispute or question shall arise touching the construction or effect of
this Agreement or any clause or thing therein contained or respecting the rights or liabilities
of the parties hereunder, the same shall be referred to the arbitration in accordance with
provisions of the Arbitration and Conciliation Act 1996.

Signed, sealed and delivered by - Mr. Prakash Gupta (Author)

Sd/- Mr. Amrish Sharma ( Managing Director)

Witnesses:

1. (Author)

2. (Publisher)

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 2. Agreement for appointment of sales agent entered into on 07/06/19, between Computer
Company Ltd. being represented through Mr. Arun Agarwal who is the Managing
Director of the Company aged 40 years and Mr. Subhash Tandon, who is a graduate in
B. Com (Hons.) and has an experience of 3 years in the business as Chief Mechanic,
who applied for the post of sales agent in the mentioned Company.

AGREEMENT FOR APPOINTMENT OF SALES AGENT

This agreement is made on this 7th day of June 2019 between Computer Company Ltd., a
company registered under the Companies Act, 1956, business – Manufacturer & dealer in
computers, computer hardwares and softwares, represented through its’ Managing Director
Mr. Arun Agarwal aged 40 years, having its registered office at 7 N.S. Road, Calcutta 700
001 (hereinafter referred to as the company which expression shall unless the context
requires otherwise include its successors) of the one part and Mr. Subhash Tandon aged 37
years, s/o Mr. Ramesh Tandon, r/o H. No. 5 Bangalore Road, Bangalore, Karnataka
(hereinafter referred to as the agent) of the other part.

Whereas the company is carrying on business as manufacturer of and dealer in Computers,

Computer Hardwares and Computer Softwares for the last 10 years and selling its products
both in domestic and export markets.

And whereas the agent was working with another company as the Chief Mechanic of the
Computers and has acquired knowledge of repairs of Hardwares and Softwares and is
capable of rendering after sales service and maintaining Computers in good working
condition.

And whereas the agent after leaving his employment has approached the Company for
agency to sell the products of the Company on commission basis.

And whereas the Agent has declared that he is not working for any other company and that
he intends to work as agent for sale of computers and computer accessories as an
independent contractor.

And whereas the Company and the Agent had discussions and negotiations relating to the
sale of Company’s products by the Agent in the territories covered by the States of
Karnataka, Kerala and Andhra Pradesh.

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 And whereas the parties herein have mutually agreed to the terms and conditions in regard
to the sale of Company’s products.

Now These Present Witnesseth and the parties hereby agree as follows:

1. The Company hereby appoints the Agent as the agent of the Company in the States of
Karnataka, Kerala and Andhra Pradesh for the sale of the COMPANY'S products including
Computers, Computer Hardwares and Computer Softwares for a term of three years
commencing from 1st July 2019 on terms and conditions mentioned hereinafter.

2. The Agent shall:

(a) use his best endeavours to promote and expand the sales of the Company’s Computers,
Hardwares and Softwares (hereinafter referred to as the "PRODUCTS") in the State of
Karnataka, Kerala and Andhra Pradesh (hereinafter called the "TERRITORIES") to all
potential purchasers thereof and work diligently to obtain orders therefor;

(b) act loyally and faithfully and obey the orders and instructions of the Company and if in
any case it is not possible to obtain instruction in a particular matter to act in such a manner
as the Agent reasonably considers to be most beneficial to the interests of the Company;

(c) refrain for engaging or being interested directly or indirectly as the principal, Agent,
partner, director or employee in the production, sale or advertisement of goods of any
description or kind or similar to or competitive with the products of the Company without
the prior written consent of the Company;

(d) not to take orders for the sale to any person of the products which he knows or has
reason to believe are intended for re-sale outside the Territories without prior consent of
the Company;

(e) refer to the Company all enquiries for the products received from outside the territories
as also from addresses in the territories for re-sale outside the territories;

(f) take orders for sale of goods only subject to confirmation and acceptance by the
Company and on the usual terms and conditions;

(g) not make any representation in selling the goods nor to give any warranties or
concessions other than those contained in the Company’s conditions of sale;

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 (h) keep proper books of accounts and records of all enquiries and transactions relating to
the products separate from other transactions outside the agency and submit reports from
time to time to the Company and allow the Company’s authorised officer to inspect and
take copies of such books of accounts and records;

3. The Agent shall make market-survey and proper enquiries as to the financial stability of
the intending purchasers of goods and furnish reports to the Company. The Agent shall
attend and promote the sale of the products at all Sales Exhibitions and Trade Shows after
properly apprising the Company the particulars thereof.

4. The Agent shall not assign, transfer or charge his rights under these present and in all
correspondence and commercial documents in relation to the products shall describe
himself as the Selling Agent for the companys’ products.

5. The Agent shall defray all expenses of and incidental to the Agency, shall not make
directly or indirectly any profit or take any benefit in the sale of the products and shall not
divulge any information in relation to the Companys’ trade secrets or know-how or
marketing technique or any method of manufacturing, selling or dealing in its products.

6. The Agent agrees and covenants that the Agent shall not act as the Selling Agent for any
other company in Computer goods similar to the Company’s products for three years within
the said territories after termination of the present agreement.

7. The Company shall at its own expense supply to the Agent samples, patterns, catalogues,
operating manuals, repairing manuals, particulars of parties and advertising materials as the
Company considers reasonably; sufficient with a view to enable the Agent to conveniently
render after sales-service to the purchasers of the products in the said territories.

8. Notwithstanding anything to the contrary contained herein the Company reserves to itself
its right:

(a) to decline at its absolute discretion without giving any reason therefore any order or to
submit any quotation or tender on any enquiry transmitted to the Company by the Agent;

(b) to sell and supply the Companys’ products direct to customers in the said territories;

(c) to transfer and assign its rights and obligations under this Agreement to any other
concern after giving 15 days' notice to the Agent .

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 9. It is agreed that if in the reasonable opinion of the Company the Agent is not producing
adequate sales coverage in or through the said territories, the Company may exclude a
portion of the territories or otherwise vary the extent of the territories on prior notice to the
Agent.

10. In consideration of the services to be rendered by the Agent the Company will pay to
the AGENT a commission of 10% on the invoice price of products sold in the territories
upto a sale of Rs. 10 lakhs and thereafter 5% up to the sale of Rs. 20 lakhs and 2.5% on
sale proceeds in excess of Rs. 20 lakhs. Such commission shall be paid on furnishing of
accounts every three months.

11. The Company shall reimburse every month actual expenses of travelling,
advertisements, repairs to the computers sold and such other expenses as the Agent might
reasonably spend in relation to rendering of after-sales-service and promoting sales of the
Companys’ products.

12. If any customer does not make payment or makes short-payment or returns the goods
in respect of which the Company has paid commission to the Agent, the Agent hereby
undertakes and covenants to refund the commission received for such products.

13. In addition to any other rights herein or under the law, the Company shall have the right
at any time to give notice in writing to the Agent terminating the Agreement forthwith if
the Agent commits a breach of any of the terms herein or it does any act of insolvency or
the Agent is prevented from performing his duties hereunder for three months for any
reason whatsoever or the Agent is guilty of any conduct prejudicial to the interests of the
Company or the Agent purports to assign the burden or benefit or charge the benefit of this
Agreement.

14. After termination of this Agreement the Agent shall at his own expenses promptly
return to the company all samples, patterns, catalogues, advertising materials,
specifications and other materials, documents and papers relating to the business of the
Company which the Agent might have in his possession or under his control.

15. The waiver by the Company of any breach of any of the terms of this Agreement shall
not prevent the subsequent enforcement of that term and shall not be deemed a waiver of
any subsequent breach.

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 16. There are no other promises, terms and conditions other than those contained in these
presents.

17. This Agreement shall be renewable after the expiry of three years on the terms and
conditions which might be mutually agreed upon.

IN WITNESS WHEREOF the parties have executed these presents on the day, month and year
first above- written.

Signed, sealed and delivered by - Mr. Arun Agrawal ( Managing Director) pursuant to

Board Resolution of Computer Co. Ltd.

dated 5th June 2019

Sd/- Mr. S.Tandon (Agent)

Witnesses:
1. (Company)
2. (Agent)

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3. Agreement Deed for License of the ground floor measuring 500 sq. ft. of commercial
property situate at Plot No. 22, Station Road, Bhimganj Mandi, Kota, Rajasthan - 324002 is
being entered into between Mr. Mohit Chandrashekhar who is the owner of the license property
and Mr Hitanshu Singh who is seeking license for running his grocery shop business for a
temporary period of time.

DEED OF LICENSE AGREEMENT

Agreement made on this 10th day of January 2019 between Mr. Mohit Chandrashekhar aged
36 years, s/o Mr. Chandru .V, Occupation – Railway service, r/o Qr. No. 97/A Railway
Workshop Colony, Kota – 324002 hereinafter referred to as “the Licensor” of the one part and
Mr. Hitanshu Singh aged 42 years, s/o Mr. Abhish Singh, business – Grocery shopr/o at H. N.
118, Daksh Cooperative Housing Society, Gumanpura road, 8th Floor, Kota – 324007,
hereinafter referred to as “the Licensee” of the other part, as follows:-

WHEREAS

1. The Licensor is the owner of the property described in the schedule. The licensor is owner
of land and building situate at Property bearing No. 22, Station Road, Bhimganj Mandi, Kota,
Rajasthan - 324002, consisting of 5 floors, partly occupied by other businessmen and partly
vacant. written here in under herein after called as “scheduled property”.

2. The licensee has requested the licensor to allow the licensee to occupy and use temporarily
about 500 sq. ft. floor area on ground floor South eastern side of the building on leave and
license basis for carrying on his business till the licensee gets an alternative accommodation
for his business.

3. The Licensor has agreed to grant license to the Licensee to occupy and use the said scheduled
property on the following terms and conditions agreed to between the parties hereto.

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

1. The Licensor hereby grants license to the Licensee to occupy and use the scheduled property
for a period of six months from January 10th 2019. The Licensee agrees to vacate the said
premises even earlier if the Licensee secures any other accommodations.

2. The Licensee shall pay to the Licensor a sum of Rs. 50/sq ft. per month as license fee or
compensation to be paid in advance for each month on or before the 10th day of each month.

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3. All the municipal taxes and other taxes and levies in respect of the licensed premises will be
paid by the Licensor alone.

4. The electric charges and water charges for electric and water consumption in the said
licensed scheduled property will be paid by the Licensee to the authorities concerned and the
Licensor will not be responsible for the same.

5. Licensee will be allowed to use the licensed scheduled property.

6. The licensed scheduled property will be used only for carrying on business and for no other
illegal, immoral purpose.

7. Licensed scheduled property has normal electricity fittings and fixtures. If the Licensee
desires to have any additional fittings and fixtures, the Licensee may do so at his cost and in
compliance with the rules. The Licensee shall remove such fittings and fixtures on the
termination of the license failing which they shall be deemed to be the property of the Licensor.

8. The licensed scheduled property is given to the Licensee on personal basis and the Licensee
will not be entitled to transfer the benefit of this agreement to anybody else or will not be
entitled to allow anybody else to occupy the scheduled property or any part thereof. Nothing
in this agreement shall be deemed to grant a lease or tenancy and the Licensee agrees and
undertakes that no such contention shall be taken up by the Licensee at any time.

9. The Licensee shall not be deemed to be in the exclusive occupation of the licensed scheduled
property and the Licensor will have the right to enter upon the premises at any time during
working hours to inspect the scheduled property.

10.The Licensee shall maintain the licensed scheduled property in good condition and will not
cause any damage thereto. If any damage is caused to the scheduled property or any part
thereof by the Licensee or his employees, servants or agents, the same will be made good by
the Licensee at the cost of the Licensee either by rectifying the damage or by paying cash
compensation as may be determined by the Licensor’s Architect.

11.The Licensee shall not carry out any work of structural repairs or additions or alterations to
the said scheduled property. Only such alterations or additions or not of structural type or of
permanent nature may be allowed to be made by the Licensee inside the scheduled property
with the previous permission of the Licensor.

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12.Licensee shall not cause any nuisance or annoyance to the people in the neighbourhood or
store any hazardous goods in the scheduled property.

13.If the Licensee commits a breach of any term of this agreement then notwithstanding
anything herein contained the Licensor will be entitled to terminate this agreement by fifteen
days prior notice to the Licensee.

14.On the expiration of the said term or period the license or earlier termination thereof, the
Licensee shall hand over vacant and peaceful possession of the licensed scheduled property to
the Licensor in the same condition in which the scheduled property now exists subject to
normal wear and tear. The Licensee’s occupation of the scheduled property after such
termination will be deemed to be that of a trespasser.

SCHEDULE

(License under this deed)

All the piece and parcel of immovable property bearing site Property bearing No. 22, Station
Road, Bhimganj Mandi, Kota, Rajasthan - 324002, consisting of 5 floors, having a commercial
construction, provided with amenities and bounded on:

Measuring – 500 sq. ft.

Bounded by:-

On the East : Shop No. 12

On the West : Public Road

On the South : Shop No. 14

On the North : Nullah

Market value of the property Licensed under this deed is Rs. 15 lakhs.

(Rupees 15 lakhs only).

IN WITNESS WHEREOF the parties herein have affixed their respective signatures to this
deed at on this 10th day of January 2019 in presence of the witness:

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 Signed, sealed and delivered by- Mohit Chandrashekhar (Licensor)

Sd/- Hitanshu Singh (Licensee)

WITNESSES:

1. (LICENSOR)

2. (LICENSEE)

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 5. CONCLUSION

After thoroughly analysing the major sections related to void agreements, it can easily be
deduced that the agreements which have been declared void and the exceptions to them, are
done only to protect the rights and interests of the public at large. The restrictions assume
paramount importance as agreements and contracts are the most commonly used legal tools
and directly or indirectly, affect most of our social relations. All the Agreement deeds need not
be compulsorily registered and hence they do not attract stamp duty and attestation as legal
formalities. Different kinds of agreements consist of different particulars depending upon the
nature of the subject matter, the transaction and the status of the parties.

A deed is a special form of document which indicates an individual’s most sincere promise to
do something that she or he has contracted to do. At common law, the requirements for
executing a deed are that it must be in writing, sealed and delivered to the other party. Deeds
in India are mainly of 4 kinds for practical purposes: Deed poll, Deed pool, indenture deed and
Escrow deed. In common law there have been differences made between deed and agreement
on the basis of the flow of consideration.

Even a single promise can be an agreement and a set of promises, forming consideration for
each other can also be an agreement. The law can neither can make an agreement for the parties
nor unmake one which the parties have made. A agreement of relationship is entered into by
mutual consent and the law recognizes the freedom of parties to enter into contracts and thereby
regulate their mutual rights and obligations.

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 BIBLIOGRAPHY

Books:

• Dr. A. B. Kafatliya, Pleadings, Drafting and Conveyancing, 2nd Ed., 2017.

• Dr. R. N. Chaturvedi, Drafting, Pleading and Conveyancing, 4th Ed.
• Kant Mani, Pleading, Drafting and Conveyancing, 2017.
• Dr. S. R. Myneni, Drafting, Pleadings & Conveyancing, 2015.
• Medha Kolhatkar, Drafting, Pleading and Conveyancing, 1st Ed., 2015.

Websites:

• https://lexisnexis.in
• https://www.lawaudience.com
• http://www.legalservicesindia.com
• https://papers.ssrn.com
• https://jollycontrarian.com

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