CHANNEL PARTNER AGREEMENT

This Channel Partner Agreement (“Agreement”) is made at Mumbai on the__________ day

of______20____,

Between

GODREJ PROPERTIES LIMITED (CIN No L74120MH1985PLC035308), a company

incorporated under the provisions of the Companies Act, 1956, (PAN – AAACG3995M) having its
registered office at Godrej One, 5th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli East,
Mumbai 400079, hereinafter referred to as “Company " (which expression shall, unless it be
repugnant to the context or the meaning thereof, be deemed to mean and include its subsidiaries,
associates, affiliates, LLPs wherein the Company is one of the partner, successors and assigns) of the
One Part

The Company shall mean and include all its subsidiaries, associates, affiliates and LLP as may be
determined and communicated by the Company to the Channel Partner (as defined hereinafter).

AND

[………………………………………………….] PAN No. (For Domestic): __________, registered

under______________________________ and having its registered office at [.................................]
(Hereinafter referred to as “Channel Partner” which expression shall, unless it be repugnant to the
context or the meaning thereof, be deemed to mean and include its successors and permitted assigns)
of the Second Part.

“Company” and “Channel Partner” are collectively referred to as the ‘Parties’ and individually as the
‘Party’.

WHEREAS :

(1) The Company is one of India’s leading real estate developers and is engaged in the business of
real estate development in India.
(2) The Channel Partner has represented that it is interalia engaged in the business of providing
services relating to real estate sector and would be desirous of doing marketing and sales of
properties of real estate in India & abroad and has the requisite skill, knowledge and experience
in respect thereof;
(3) The Channel Partner has approached the Company to appoint it as its sales associate for the

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 purpose of marketing and sales of properties in its various projects (hereafter referred to as
"Projects") situated and developed in India from time to time and agrees to undertake the
obligations as detailed hereinafter;

(4) The Channel Partner has represented that it has established independent network of branch
offices at various locations in India and abroad.

(5) The Channel Partner has represented that the real estate transactions in terms of this Agreement
shall be done by the Channel Partner across India/ abroad (as the case maybe) and the Channel
Partner is only signing this Agreement as Sales Associate of the Company.

(6) Based on the above representations of the Channel Partner, the Company has agreed to avail
the services of the Channel Partner to market and sell flats/s/units/space/s/areas in its projects as
its sales associate across India/ abroad on the terms and conditions mentioned herein.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. APPOINTMENT

1.1. The Company appoints the Channel Partner as its sales associate for all their Projects across
India in order to obtain assistance in procuring bookings/selling of flats/villas /row
houses/apartments/houses/shops/offices/units and any other property developed and promoted
by the Company (hereinafter referred to as “Properties”) and any other allied activities in
accordance with the terms and conditions contained in this Agreement. Further, the Company
shall communicate the list of Properties to the Channel Partner as may be applicable from
time to time. The Channel Partner shall follow the guidelines as prescribed by the Company in
Annexure 1 in carrying out its activities. The guidelines as mentioned in Annexure 1 are
subject to amendments/modifications, at the sole discretion of the Company by a duly written
agreement/addendum and/or any other required document in this regard.

1.2. The Channel Partner shall ensure at all times that it has authority to sell and market the
Properties in India. The Director/ authorized person of the Channel Partner declares that the
Channel Partner shall be solely responsible for all registrations, licenses, permits and
approvals that may be required for providing the sales associate services herein (“Services”)
and for the appointment, supervision, payments and discharge, if any, of all its personnel in
compliance with all statutory obligations, and shall perform the Services in compliance with
all applicable laws. The base commission/fees/brokerage payable for different Projects shall
be 2% (two percent) of the Flat Value which includes base rate, PLCs, value of car park and
other such rates/charges/premium etc. as mentioned by the Company with 100% (One
Hundred percent) brokerage payout after receiving 10% ( ten percent) of the Flat Value from
the customer and subsequent execution and registration of Agreement for Sale unless
specified otherwise by the Company in writing including but not limited to emails/letters. In
case the brokerage amount is more than 2% then the payout for same shall be done after

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 receiving 20% (twenty percent) of the Flat Value from the customer. The brokerage payable
by the Company shall be subject to change at the sole discretion of the Company. The
validity of this Agreement is for a period of 5 (Five) years from the date of this Agreement.
The same may be renewed at the discretion of the Company by executing a fresh agreement,
for a period as may be mutually decided by the Parties to this Agreement.
1.3. The appointment of the Channel Partner shall be on a non exclusive basis and Company
reserves the right to appoint other sales associates on the same or different terms and
conditions, at the sole discretion of Company to procure booking and sale, by itself or
through other parties / sales associates from time to time.

2. RESPONSIBILITIES OF THE COMPANY

The Company shall provide all necessary marketing materials related to the Company’s
Project/s including, flyers, brochures, posters, audio, videos, etc. to the Channel Partner as may
be decided by the Company from time to time. The Company shall also provide such documents
that it may deem to be reasonably required by the Channel Partner in terms of this Agreement.
The Company shall also provide marketing and sale support to the Channel Partner, whenever it
deems fit, in the areas of detailed query resolution and site visits to the Company Projects. The
Company will provide regular updates about the flat availability, delivery status as agreed
herein/whenever requested by the Channel Partner.

3. SCOPE OF SERVICES

3.1. The Channel Partner shall not act or hold out as agent of the Company but shall only
procure and solicit business in the name of the Company and the business so solicited or
procured by it shall be subject to ratification and approval by the Company.

3.2. The Channel Partner shall procure booking of Properties at such price or rate and on
such terms and conditions as may be stipulated by the Company from time to time in
writing. It shall be mandatory for Channel Partner to understand the written/printed terms
and conditions of the Application Form and customer details are complete in all respect and
clearly explain the same to the prospective purchaser/s extensively before accepting the
bookings. The Company shall not entertain any requests for interest waivers or default
condonation under any circumstances nor shall any incomplete Application Form be
accepted. The Company however, reserves the right to revise the price and other terms or
to withdraw or close the schemes anytime without any prior notice to the Channel Partner.

3.3 The Channel Partner agrees and acknowledges that it shall only share marketing materials
which is approved by the Company in writing and not accept any money, offer any discounts of
whatsoever nature on the total sale consideration of Properties in writing or through
advertisements or make any commitment or promise on behalf of the Company, at any point of
time without the prior written approval of the Company.

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3.4 The Channel Partner shall arrange meetings, conferences, exhibition, audiovisual
presentations, road shows etc. on individual / group basis at its own cost but with the prior
written approval of the authorized personnel of the Company.

3.5 The Channel Partner shall ensure compliance with all applicable laws, rules and
regulations in respect of its obligations under this Agreement.

3.6 The Channel Partner shall exercise all reasonable care and skills in the performance of its duties
and shall act faithfully towards the Company.

3.7 The Channel Partner shall ensure that at the time of submission of an Application Form, the
Application Form should be strictly complied and completed in all respects. It shall be
accompanied with the self-attested photocopy of PAN card of the prospective purchaser/s,
signatures on the required documents of that specific Project, signatures on each page of
the Application Form, self attested photographs of the applicant along with proof of
address, passport, and PIO/OCI card and other necessary documents, self declaration from
customer stating that the person is competent and eligible under the applicable laws to
purchase the immovable property and any breach/ liability or penalty resulting out of the same
will be to customer’s account and the Company won’t be responsible for the same.

3.8 The Channel Partner shall affix its rubber stamp with signature on all the Application Form/s
for flats/units that are booked through them in the presence of the prospective purchaser/s
or prospective purchaser/s nominee duly authorized by the Power of Attorney executed by
the prospective purchaser/s and shall submit the self attested copy of said Power of Attorney
to the Company at the time of submission of the Application Form. The Channel Partner
shall be entitled to its commission only on those bookings which bear its rubber stamp and
signature and counter signed by the officials of the Company.

3.9 The Channel Partner agrees and shall ensure/ inform the Company that the provisions of the
Foreign Exchange Management Act 1999, insofar as the mode of payment and acquisition of
immovable property by Non Resident Indians and Foreign nationals of Indian Origin are
complied with by the prospective purchaser/s. The Channel Partner shall further ensure that
bookings for the sale of property is only made to the persons eligible to purchase property
in India as per RBI / FEMA regulations in that regard. All credentials of such prospective
purchaser who is a foreign national/NRI/PIO shall be informed to Company well in advance in
writing by Channel Partner.

3.10 The Company shall have the sole discretion to accept the booking subject to availability and
demand for the Project. The Channel Partner shall not claim or raise any dispute, howsoever
with respect to the allotment.

3.11 The Channel Partner shall at all times, adhere to the guidelines and instructions issued by the
Company from time to time.

3.12 The Channel Partner shall, if required, undertake to execute a separate term sheet/agreement

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 for the Projects, which are managed and supervised by the Company as a Development
Manager.

3.13 The Channel Partner shall not be entitled to make any other representation on behalf of the
Company or execute any document on behalf of the Company except in accordance with
this Agreement. The Channel Partner is also not entitled to receive any payments, whether in
cash or by cheque or by any other mode. The Channel Partner agrees and acknowledges
that all payments will be received in the name as directed by the Company through at par
cheques / Demand Draft/ Pay Order/ NEFT/ RTGS Inward Foreign remittances only and
receipts will be issued by the Company. Any payments received contrary to this provision
shall not be accepted by the Company and no booking / allotment will be acknowledged in
such cases.

3.14 Any approval / authorization / clearance to be obtained by the Channel Partner from the
Company under the terms and conditions hereof shall be obtained in writing from the
authorized representative/s of the Company.

4. REGISTRATION UNDER REAL ESTATE (REGULATION AND DEVELOPMENT)

ACT, 2016

The Channel Partner shall ensure due compliance of the provisions under the Real Estate
(Regulation and Development) Act, 2016 and the rules, regulations, notifications made thereunder
(“RERA”). The Channel Partner further undertakes to procure registration with the applicable
Real Estate Regulatory Authority as per the provisions under RERA. Further, the Channel Partner
shall send an authenticated copy of the registration certificate to the Company as and when the
same is procured from the relevant Real Estate Regulatory Authority.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. The Channel Partner acknowledges the absolute ownership of the Company on
copyrights, trademarks, trade names, brand name, logos, and trade descriptions belonging
to or owned by the Company and used on or in relation to the Products and Services or in
catalogues or technical literature of the Company or elsewhere.

5.2. The Company shall retain all right, title and interest in its patents, copyrights, trademarks,
proprietary and/or licensed software, service marks and trade secrets ("Intellectual
Property Rights"). No interest whatsoever is granted to the Channel Partner under this
Agreement for the use of Company’s Intellectual Property Rights. The Channel Partner
has no authority to license, sell, publish, disclose, display or otherwise make available the
Intellectual Property Products of the Company to any person or entity.

5.3. . The said trademarks, names and descriptions owned or claimed by the Company shall not
be allowed to form part of the Channel Partner’s own trademarks, names, descriptions or
designations and websites / URLs.

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 5.4. In order to protect the said trademarks, names and descriptions, the Channel Partner shall
perform its advertising and publicity activities in respect of the Services strictly in
accordance with the written directions and in the manner issued by the Company from time
to time.

5.5. In the event, Channel Partner wants to launch a website or URL with respect to the Services
under this Agreement, the Channel Partner will need to obtain prior written approval from the
Company for creating and operating the website and such URL . Further, any content to be
published by the Channel Partner on such website and URL, the Channel Partner shall obtain a
written approval from the Company with regards to the same. Further, in the event the URL or
website is approved by the Company, the website or URL shall at all times display a
disclaimer that it is the official channel partner of the Company.

5.6. The Channel Partner acknowledges that all copyrights in or in relation to all manuals,
technical drawings and specifications, and all updates, modifications or translations
thereof (hereinafter referred to as “Proprietary Products”) are the sole and exclusive
property of the Company or its affiliate companies/entities.

5.7. The Channel Partner agrees that it shall not copy, translate or modify any Proprietary
Products without prior express authorization of the Company. Any and all copyrights in or in
relation to translations or modifications to any Proprietary Product(s) shall remain the
exclusive property of the Company or its affiliate companies/entities. The provisions of this
Clause shall survive the termination of this Agreement.

6. COMMISSION/FEES
6.1. In consideration of the Services in Clause 3 above rendered by the Channel Partner, the
Company shall pay base Commission/Fees/Brokerage of 2% ( two percent) of the Flat Value
which includes base rate, PLCs, value of car park and other such rates/charges/premium etc. as
mentioned by the Company with 100% (One Hundred percent) brokerage payout after receiving
10% ( ten percent) of the Flat Value from the customer and subsequent execution and
registration of Agreement for Sale unless specified otherwise by the Company in writing
including but not limited to emails/letters, in Indian Currency/ or its equivalent Foreign
Currency as the case may be (subject to TDS, if any) on the Properties for which
booking is received through Channel Partner and accepted by the Company. In case the
brokerage amount is more than 2% then the payout for same shall be done after receiving 20%
(twenty percent) of the Flat Value from the customer. The brokerage payable by the Company
shall be subject to change at the sole discretion of the Company. The Company shall pay the
commission/fees to Channel Partner, within a period of 45 (forty five) (commercial approval)
days after receipt of invoice raised by Channel Partner. Any discrepancy noticed by the
Company, should be notified to the Channel Partner within 15 (Fifteen) days from the receipt
of invoice. In such cases Channel Partner will resubmit the invoice as mutually agreed within
7 (seven) days. The same shall be paid by the Company within 45 (Forty Five) days from the
date of receipt of final invoice.

6.2. The Company at its sole discretion may give additional incentive on case to case basis, which
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 will be over and above the commission as approved by the authorized personnel of the
Company, which shall be intimated to Channel Partner from time to time.
Commission/Fees is payable to the Channel Partner only on sale consideration as defined
for every Project (“the Sale Consideration”) and is not payable on other charges including
but not limited to maintenance charges, deposits and other charges, stamp duties,
registration fees, society outgoings, property taxes, EDC/IDC charges, taxes viz Goods and
Service Tax Local Body Tax, (LBT) or any other taxes, duties, cesses, etc introduced by the
Government from time to time.

6.3.The rate of the Commission/Fees is subject to revision at Company’s sole discretion after
prior notice to the Channel Partner, if there is any change in the price and/or the payment
terms. Cancellations shall not be allowed, unless as provided in the terms and conditions
of the Allotment letter/definitive agreements (including agreement for sale/agreement to
sell/builder buyer agreement) executed with the customer(s). Earnest Money Deposit ,
cancellation and/or other charges, if any, shall be payable by the customer as per the terms of
Application Form/ Agreement for Sale /Builder Buyer Agreement governing the purchase of
the concerned flat/unit/apartment in the event of cancellation/forfeiture .

6.4.In case of cancellation of a booking of properties by prospective buyer(s), prior / post

completion of Earnest Money Deposit, no Commission/Fees paid to the Channel Partner
(including the amount of tax deducted thereon) by the Company will be deducted subject to
Company receiving at least 10% of the total consideration by the prospective buyer.
However in case of cancellation of a booking of Properties by prospective buyer(s) prior to
receipt of 10% of total consideration by the Company against the said Properties
Commission/Fees (in case liable) paid to the Channel Partner (including the amount of tax
deducted thereon) by the Company will have to be refunded by the Channel Partner to
the Company in form of cheque or demand draft or through inward remittances within 30
(thirty) days of cancellation on system. The Channel Partner shall be liable to refund all
such commission/fees within 30 days and in the event of any delay, the Channel Partner
shall be liable to pay 15% (fifteen percent) interest from end of aforesaid 30 (thirty) days the
date of such default till the date actual payment is realized. In case Channel Partner fails to
refund the aforesaid amount as stated above, within 45 (forty-five) days then the Company
shall also have the option to adjust the same from the Fees due to be paid to Channel
Partner

6.5.The Channel Partner shall raise a single bill/invoice for a particular flat. Further the
Channel Partner shall submit the bill at the applicable regional marketing address of the
Company as mentioned in Annexure 2. The bill/invoice should have the appropriate
amount of the Commission/Fees with the necessary documents/supporting’s such as self-

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 attested copy of PAN Card, Copy of Tax Residency Certificate (wherever applicable), Form
10(F), self declaration for DTAA, copy of Registration Certificates granted by respective
RERA authorities, etc., inclusive of Goods and Service Tax (if applicable), payable as
mentioned above to the respective company/entity with respect to Project as may be
communicated by the Company at such address as intimated by the Company hereto. The
invoice/bill should clearly indicate the Goods Service Tax amount, GST Identification
Number and the classification of the category and also the PAN Number
clearly(wherever applicable). The respective company/entity shall make payment of the
Commission/Fees only after the receipt of this Invoice/Bill containing all the above said
details addressed at such address as intimated by the respective company / entity and
with supporting documents wherever required within 45 ( Forty- Five) days of the date of
such invoice / bill . The respective company/entity which is an affiliate/ subsidiary/LLP of
the Company shall be liable and responsible for its payment. The company/entities as
may be communicated by the Company shall b e liable and responsible for the payment of
commission with respect to their own Projects only. The amount released will be in the name
of only respective company/entity which is registered. Invoices should be raised mentioning
the address of respective entity at which the entity has obtained its GST Registration
Certificate as our different entities have obtained GST Registration at different address.

6.6. The Channel Partner shall inform to the Company its Permanent Account Number (PAN)
and GST Identification Number in writing, on the date of signing of this Agreement
with attested copies of such document (wherever applicable).

6.7. The Commission/Fees shall be paid only if the prospective purchaser gives/mentions the
reference of the Channel Partner being the Sales Associate/s in software and documents
made by the Company.

6.8. The Channel Partner shall not be entitled to any commission by the Company if the
Properties are booked by any employee of the Company or any subsidiaries, associates,
affiliates, LLPs of the Company..

6.9. The Channel Partner shall not be entitled to any share in the transfer/nomination charges paid
by the intending transferor for transfer/nomination of his/her Properties.

6.10. The payment of any out of pocket expenses or any additional charges are subject to
prior written approval of the authorized personnel of the Company. The same can be
reimbursed, provided necessary supporting documents are submitted to the satisfaction of
the Company.

7. Computation of Brokerages
7.1. Commission structure & payment terms for each of these Projects/companies will be
applicable as shared from time to time. The commission for sales to international channel
partner (applicant should be NRI, OCI or PIO) will be computed on the basis of
international sales commission slabs (in a scenario if these are different from general slabs).
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 Commission for sales to Indian clients will be payable as per the rate of domestic/Indian
Channel Partner brokerage slabs. While for computation of brokerage & the identifying the
Channel Partner brokerage slab (wherever applicable ) all international & domestic sales
will be considered together, however the commission of units sold to international
customers will be payable at international commission rate in that slab while the
commission on domestic sales will be at the rate of domestic commission applicable in
that slab.
7.2. The commission slabs would be communicated to the Channel Partner through an authorized
representative of the Company.

8. CODE OF CONDUCT
8.1. The Channel Partner shall conduct its activities in relation to this Agreement in a manner,
which is not prejudicial to the interest of the Company in any way and shall always be
aboveboard in dealing with the Company as also with its customers.
8.2. The Channel Partner shall strictly comply with the aforesaid terms and conditions of this
Agreement . Any breach or violation thereof shall entitle the Company to cancel this
Agreement forthwith but without prejudice to the right of the Company to take any other
action that it may deem fit and proper in the matter.

8.3. Any sale by the Channel Partner not in accordance with the ethical business practices/ the
terms of this Agreement will result in disqualification without any further notice in writing
or oral and Channel Partner shall then not be entitled to any fees.

8. REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF THE CHANNEL

PARTNER

8.1. The Channel Partner agrees, confirms and undertakes to the following:It shall quote the
registration number as granted by the RERA authorities in every sale that is facilitated by the
Channel Partner on behalf of the Company.

8.2. In the event of expiry of registration, the Channel Partner shall ensure that the registration is
renewed as per the provisions under RERA and the applicable rules made thereunder and shall
not undertake any marketing or sales activities unless the registration has been renewed.

8.3. It shall not undertake any marketing or sales activity on behalf of the Company unless it has
registered itself with RERA authorities in all the geographies where it intends to conduct
marketing and sales activities.

8.4. It shall send the authenticated copy of the registration certificate obtained from the applicable
RERA Authorities to the Company as and when the same is procured.

8.5. The Company shall not be held liable for any representations made by the Channel Partner in
the event the Channel Partner has not registered itself with RERA authorities.

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8.6. It has been interalia in the business of providing services relating to real estate sector and has
been doing marketing and sales of real estate for a substantial period and has sufficient
experience and expertise in this field and holds all such documentary proofs to prove such
qualification.

8.7. As stated above it has all requisite permits to run and operate the Services and authority
under prevailing laws to enter into this Agreement with the Company for selling and
marketing the Properties in India .

8.8. The obligations undertaken by the Channel Partner under this Agreement are legal, valid,
binding and enforceable in accordance with its terms.

8.9. It shall ensure that the Application form submitted by Channel Partner shall be duly completed
in all aspects with all the necessary documents attached.

8.10. The Channel Partner shall ensure that the Services provided by them to the Company under
this Agreement are as per the best industrial standards and further the Channel Partner shall not
indulge in any deceptive or misleading practices.

8.11. The Channel Partner to disclose and to confirm that there are no legal/ disciplinary
proceedings pending against the Channel Partner before any court or any other authority or
before any autonomous body which may have an adverse impact on the ability of the
Channel Partner to perform and fulfill its obligations under this Agreement.

8.12. That the Channel Partner shall not make any other representations or assurances to the
prospective purchasers except for what is communicated to him in writing by the Company.

8.13. In the event the Channel Partner makes such offers/ promises/ representations/assurances to
the prospective purchasers which has not been approved or authorized by the Company, the
Channel Partner shall be solely liable and responsible towards any such commitments made to
the prospective purchasers.

8.14. That the execution and performance of the Services under the Agreement by the Channel
Partner does not and will not conflict with or result in a breach of any Applicable Laws.
8.15. The Channel Partner represents to the Company that it has the full and unencumbered right,
power and authority to enter into this Agreement and full and equitable title to provide
Services to the Company under this Agreement.

8.16. The Channel Partner further represents that it has all valid and necessary permissions /
approvals / licenses/registrations to operate and run its business. The Channel Partner also
represents that it has complied with all the necessary laws and it will comply with all the rules
and regulations laid down by the concerned authorities from time to time to carry on the
Services provided in this Agreement.

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 8.17. The Channel Partner shall not accept any money, offer any discounts of whatsoever nature on
the total sale consideration of Properties in writing or through advertisements or make any
commitment or promise on behalf of the Company, at any point of time without the prior
written approval of the Company.

8.18. The Channel Partner shall not create any website or URLs in the name of the Company or
resembling to the name of the Company in any manner, and shall be prohibited from using the
Company’s brand name, logos, trademarks, etc. The Channel Partner shall at all times ensure
that the content published on the Channel Partner’s website or URL with respect to the
Company’s projects is preapproved by the Company.

8.19. The Channel Partner shall ensure compliance with all applicable laws, rules and
regulations in respect of its obligations under this Agreement.

8.20. The Channel Partner shall exercise all reasonable care and skills in the performance of its duties
and shall act faithfully towards the Company.

9. TAXES
Save and except applicable taxes on this Agreement, each party shall be responsible for their
respective tax liabilities such as income tax, capital gains tax and all other applicable taxes, if
any, arising out of or as a result of this Agreement.
For the purpose of this Agreement:
Goods and Service Tax (GST) - means any tax imposed on the supply of goods or services or
both under GST Law.
Cess – means any applicable cess, existing or future on the supply of Goods or Services or
both.
GST Law - means Integrated Goods & Service Tax Act, GST (Compensation to the States for
Loss of Revenue) Act, Central Goods & Services Tax Act and State Goods & Services Tax
Act / UTGST, Integrated Goods & Services Tax and all related ancillary legislations, rules,
notifications, circulars, orders.
Compliance under GST Law:
i) The Channel Partner agrees and undertakes that the Channel Partner is not exempted
under GST and has registered its business under the GST Law.
ii) The Channel Partner further confirms that its registration is valid and subsisting and
shall renew the same as and when required under the law.
iii) The Channel Partner further agrees and undertakes to maintain high GST Law
compliance rating track record of at least 6 points or more at any given point of time.
iv) The Channel Partner agrees and undertakes to pass on the tax benefit/savings on
account of its inputs taxes, if any, to the Company by way of equitable adjustment in
the contract sum/price at actuals.
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 v) In case the input tax credit of GST is denied or demand is recovered from the
Company on account of any non-compliance by the Channel Partner, including non-
payment of GST charged and recovered, the Channel Partner shall indemnify and keep
the Company indemnified in respect of all claims of tax, penalty and/or interest, loss,
damages, costs, expenses and liability that may arise due to such non-compliance.
Further, the same shall be recovered from Channel Partner by way of deduction either
from deposit held with the Company or from subsequent payments or from any other
amount due to the Channel Partner. 
vi) The Channel Partner shall comply with all the necessary compliances including but
not limited to providing GST invoices or other documentation as per GST law relating
to the above supply, payment of taxes, timely filing of valid statutory returns for the
tax period and on the Goods and Service Tax Portal etc.
vii) For the purpose of this Agreement, it is agreed between the parties that applicable Tax
deduction at source (TDS) at the rate of (specified rate), if any, shall be deducted in
accordance with the statutory requirement under GST Law from all the amount
credited/ payment made to the Channel Partner including that in respect of advance.

10. PENALTY

In the event of non-compliance of the Company’s guidelines by the Channel Partner or in the
event of breach of the terms of this Agreement by the Channel Partner and subsequent failure of
the Channel Partner to rectify the said breach, the Channel Partner shall be liable and
responsible to pay to the Company liquidated damages to the Company at the rate of 0.25% of
the Agreement amount per day of continuance of non-compliance.

11. CONFIDENTIALITY
Notwithstanding the forgoing, the parties, duty to hold in confidence Confidential Information
(as defined hereinafter) that was disclosed during term shall remain in effect indefinitely. The
Channel Partner shall not, either during the currency of this Agreement or at any time thereafter,
make use of or directly or indirectly disclose to any person or persons any data, technical
details, information or designs (“Confidential Information”) relating to the Company’s
products without obtaining prior express written permissions from the Company. The Channel
Partner undertakes to treat all such technical information, details, designs and the like as secret
and confidential. The Channel Partner agrees that all or any Confidential Information provided
by the Company either before, during or after the course of this Agreement, whether in written
or oral, shall not, directly or indirectly, dealt with, used, exploited or disclosed to any person or
entity or for any purpose whatsoever (or in any manner which would benefit any competitor of
the Company) except as expressly permitted hereunder or unless and until expressly authorized
in writing to do so by the Company. The Channel Partner shall not copy or reproduce in any

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 manner whatsoever the Confidential Information of the Company or any part thereof without the
prior written consent of the Company.

12. ASSIGNMENT

12.1.The Channel Partner shall not assign, or transfer its rights, benefits or interests under this
Agreement, without the prior written consent of the Company.
12.2. Notwithstanding anything contained in this Agreement the Company shall be
absolutely entitled to assign the right and benefits of this Agreement to any of its nominee/s,
assignee/s, affiliates, subsidiaries and/or any other person as it may deem fit and necessary
without any interference by the Channel Partner provided however at the time of raising of the
invoice, any such assignment should be intimated to the Channel Partner to enable to the
Channel Partner raise the invoice on such assignee. It is expressly agreed by the parties the
terms of this Agreement will be binding upon such nominee/s, assignee/s, affiliates,
subsidiaries and/or any other person nominated by the Company.

13. INDEMNITY

Without prejudice to the rights of the Company under any other provision of this Agreement or
any other remedy available to the Company under law or equity, the Channel Partner shall
indemnify and keep indemnified, defend and hold harmless the Company, its directors, officers,
employees and agents against any and all losses, expenses, claims, costs and damages suffered,
arising out of, or which may arise in connection with (i) any misrepresentation or any breach of
any representation or warranty of the Channel Partner contained in this Agreement; (ii) any
breach of or non-compliance with any covenant, representation or obligation or any other
terms/conditions of this Agreement; and (iii) any breach or non-compliance of any provisions of
any laws, acts, rules, regulations (iv) any infringement or misuse of the Company’s Intellectual
Property Rights and Proprietary Products (v) any claims, demands, suits, litigation and
proceedings of any nature in respect of and arising on account of this Agreement and (vi) any
loss, damages caused to the Company due to marketing or sales activities undertaken by the
Channel Partner without registering itself with the concerned RERA authority.

14. TERM AND TERMINATION

14.1. That this arrangement is effective for a period of 5 (five) years starting
from _______________

14.2. Either Party to this Agreement shall have right to terminate this Agreement for convenience,
with or without assigning any reasons thereof by providing not less than 30 (Thirty) days prior
written notice of intention to do so, to the other Party. Upon such termination no further
liabilities or obligations shall accrue to the Company except for any Commission/Fee due
from the Company and owing at the time of such termination, for Services rendered under this

[ 13 ]
 Agreement/Appointment Letter upto the date of such termination.

14.3. In the event the Channel Partner fails to perform its services and or breaches any of the terms
under this Agreement, the Company shall by giving 7 (seven) days’ notice in writing to the
Channel Partner shall give the Channel Partner a time period of 15 (Fifteen) days to rectify the
said breach. In the event the Channel Partner fails to rectify the said breach, the Company may
by giving 7 (seven) days’ notice in writing to the Channel Partner, forthwith terminate this
Agreement in the event the Channel Partner fails to perform services under this Agreement or
fails to observe any of the terms, conditions, obligations, or breaches all or any of the terms of
this Agreement or in the opinion of the Company, the interests of the Company is jeopardized
in any manner whatsoever. Upon termination due to default of the Channel Partner, the
Company shall further have a right to forfeit the amounts payable towards the Channel Partner
against the loss resulting due to such default
14.4. This Agreement shall stand terminated on the closure of the Channel Partner’s business or in
the event the Channel Partner becomes incapacitated declared insolvent or filed an
application for insolvency, wound up or has applied for winding up or any undesirable
change occurs in constitution of the Channel Partner.
14.5. Even after such aforesaid termination of the Agreement, the Channel Partner shall be liable and
responsible for all bookings done through it before the aforesaid termination and also entitled
to receive its Commission / Fee due thereon provided that the Customer procured by the
Channel Partner has not terminated the Sale Agreement/ Builder Buyer Agreement with the
Company.

14.6. Immediately upon termination of this Agreement, the Channel Partner shall return all the
original documents and information regarding the bookings to the Company and shall
forthwith stop representing the Company.
14.7. The Parties represent that they have the authority to enter and sign this Agreement. The
individuals signing this Agreement on behalf of any entity represent that they are
authorized signatories of the parties.

15. NOTICES

Any notice/written communication to be given to either of the party shall be sent to the
registered office address of the Channel Partner/ Company mentioned above and at the email
ids mentioned herein below:
For the Company:

Godrej Properties Limited

To: The Legal Department

E‐mail: [email protected]

Address: Godrej One, 5th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli – East,
[ 14 ]
 Mumbai - 400079

For [..........]::

Name;

Email:

16. RELATIONSHIP BETWEEN THE PARTIES

This Agreement shall not create any employer, or employee relationship, this Agreement shall
not deem to create any partnership, joint venture between the Company and the Channel
Partner or the representatives and employees of both parties, or to provide the Channel Partner
with any right, power, or authority, whether expressed, or implied, to create any such duty or
obligation.

17. INTERPRETATION
The sub‐headings herein are provided for the sake of convenience only and shall not
affect the interpretation or meaning of the Clauses in any manner.
18. FINALITY
Except for the communication, negotiations, understanding with respect to the brokerage
slabs communicated to the Channel Partner by the Company, all other terms and conditions as
mentioned in this Agreement constitutes the entire Agreement between the parties hereto
relating to the specific subject matter hereof and supersedes all prior written representations
or written agreements or understandings, discussions, negotiations etc between the parties to
this Agreement either oral or written and shall be legal, binding and capable of specific
performance thereof.
19. AMENDMENT
This Agreement shall not be altered, modified or supplemented except with prior written
approval of the Parties hereto, and all such alterations, modifications and supplemental
writings shall be effective, valid and binding only if the same are recorded in writing and
executed by both the Parties.

20. REFERENCES

In this Agreement, unless the context otherwise requires:

1) References to any document (including this Agreement) are references to that document as
amended, consolidated, supplemented, notated or replaced from time to time.

2) Reference to any laws are references to that law as amended, altered, substituted,
supplemented, or replaced from time to time.
3) References in this Agreement to Clauses, Recitals, Schedules and Annexures are references to
clauses, recitals, schedules and annexures to this Agreement. The Recitals, Schedule and

[ 15 ]
 Annexures to this Agreement shall form an intrinsic part of this Agreement.

21. SEVERABILITY

If any term or provision of this Agreement should be declared invalid by a court of competent
jurisdiction, the remaining terms and provisions of this Agreement shall remain unimpaired
and be in full force and effect.

22. WAIVER
Any failure on the part of the Company to insist upon a performance of any of the terms and
conditions of this Agreement to exercise any option, right or remedy herein contained, and
delay in exercising any rights hereunder, shall neither operate nor be construed as a waiver
thereof, nor shall any single or partial exercise of any such right preclude any other or future
exercise thereof or the exercise of any other right. No waiver of a breach of any term or
provisions of this Agreement shall be effective or deemed to have been made unless such
waiver is in writing and signed by the Company.
23. COUNTER PARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one instrument.

24. ENTIRE AGREEMENT

This Agreement together with any documents referred to in it constitutes the entire agreement
and understanding between the Company and the Channel Partner and supersedes any
previous agreement executed between them.

25. JURISDICTION & GOVERNING LAW

The Agreement shall be governed and interpreted according to the laws of India. The parties
hereto agree that the Courts at _______ only shall have exclusive jurisdiction in respect of all
matters whatsoever arising out of this Agreement.
26. ARBITRATION
Any dispute arising out of or touching upon or in relation to the terms of this Agreement
including the interpretation and validity of the terms and conditions thereof and the respective
rights and obligations of the Parties shall be settled amicably by mutual discussion. In case
the Parties are unable to settle their disputes within 15 (fifteen) days of notification of such
dispute by either party, the same shall be settled through arbitration as per the
Arbitration and Conciliation Act, 1996, or any statutory amendments/modifications thereof
for the time being in force, by a sole arbitrator selected from the names of two arbitrators
proposed by the Company. In case the Channel Partner delays/ neglects/ refuses to select one
of the names from the suggested names within 15 days of intimation, it shall be deemed that
the first such named arbitrator so proposed by the Company is acceptable to both the parties as
the sole arbitrator, whose appointment shall be final and binding on both the Parties. Costs of
arbitration shall be shared equally by the Parties. The award of the Arbitrator shall be final
and binding on the parties to the reference. The arbitration proceedings shall be held in English
[ 16 ]
in Mumbai only.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT ON

THE DAY, MONTH AND YEAR FIRST ABOVE MENTIONED.

FOR GODREJ PROPERTIES LTD

AUTHORISED SIGNATORY

FOR [......]

AUTHORISED SIGNATORY

WITNESSES

1.
2.

[ 17 ]
 ANNEXURE 1

MANDATORY GUIDELINES TO BE FOLLOWED BY THE CHANNEL PARTNER

1. The Channel Partner shall only be permitted to use the logo/brand name of the Company in its
marketing material provided it has obtained prior written approval of the Company’s authorized
personnel at all times. Further, logo/brand name shall be used only in the manner as permitted by the
Company in the written instructions/directions issued by the Company from time to time.

2. The Channel Partner shall obtain prior written authorization of the Company’s authorized personnel at
all times with regards to the materials/information/data used in any print advertisements.

3. The Channel Partner shall obtain prior written authorization of the Company’s authorized personnel at
all times for marketing/advertising/promoting the Project/Properties of the Company via any mode of
digital advertising/marketing including but not limited to emailers/SMSes. The Channel Partner shall
also obtain express approval from the Company’s authorized personnel on the contents of such digital
advertising/marketing.

4. The Channel Partner shall not create any website or URL unless the same is pre-approved by the
Company’s authorized personnel in writing. Any digital website or URL of the Channel Partner shall
always include the name of the Channel Partner as the Company’s authorized/ official Channel Partner
and the Company. The Channel Partner shall always mention a disclaimer on such website stating that
the website/URL is not the official website/URL of the Company. The Channel Partner shall not add
filters to the creatives shared by the Company’s authorized personnel for advertising/promoting any
Projects/Properties of the Company.

5. The Channel Partner shall at all times ensure to include its name in the URL/website created for the
purpose of marketing and sales activities of the Company’s Projects and Properties as mentioned in
this Agreement and in the marketing guidelines as communicated by the Company, however, the
Channel Partner shall not use the Company’s Properties and Project name in isolation of its name and
further shall always display the authorized/official channel partner disclaimer on the website/ URL.

6. The Channel Partner shall not replicate the landing page/ website of the Company on the Channel
Partner’s website and shall further not use the Company’s registered intellectual property on its
website/URL.

7. The Channel Partner shall use only web banners which have been approved by the Company after
obtaining prior written approval from the Company’s authorized personnel.
8. In the event any breach is reported by the Company to the Channel Partner, the Channel Partner shall
rectify the same and ensure that the guidelines as mentioned herein and the directions as given by the
Company are duly followed.

9. Any activities carried on by the Channel Partner included but not limited to the use of logo, print
advertisements, emailers, websites/URLs, web banners, etc. shall always mention the Channel Partner
as the “Authorized Channel Partner” of the Company. All such activities shall be carried out by the
Channel Partner only after the marketing materials/activities are pre-approved by the Company’s
authorized personnel in written.

10. The Channel Partner shall always comply and act in consonance of the verbal/written
instructions/directions/marketing guidelines issued by the Company for carrying out marketing
activities. The Channel Partner shall also make sure that it does not misrepresent / fraud any person in
India or abroad at any point in time.

11. The Company shall be at its sole discretion to grant any of the approvals as mentioned under the terms
of this Agreement.
 ANNEXURE 2

Contact Address:

Bangalore : Sales & Marketing Head, Godrej Properties Limited, Hulkul

Ascent, No. 80, 2nd Cross, Lavelle Road, Bengaluru - 560
001

Chennai : Sales & Marketing Head, Godrej Sea View Properties Private Limited, No.
70, 8th Floor, Lancor Westminster, Building, R.K. Salai, Mylapore, Chennai
- 600 004

Mumbai : Sales & Marketing Head, Godrej Properties Ltd, Godrej Properties Ltd. Godrej
One 5th Floor, Pirojshanagar, Eastern Express Highway – Vikhroli- East Mumbai -
400 079

Pune : Sales & Marketing Head, Godrej Eternia "C' ,10th Floor ,Office A ,3 Mumbai
- Pune Highway, Wakdewadi, Shivaji Nagar Pune - 411 005

Gujarat : Sales & Marketing Head, Second Floor, Rudrapath

Complex, Near Rajpath Club, SG Highway,
Ahmedabad - 380 059

North : Sales & Marketing Head, Unit No. 215, Second Floor, Time Tower, Mehrauli,
Gurgaon Road, Gurgaon – 122 002 Haryana

East : Sales & Marketing Head, Godrej Properties Ltd., , Unit No. 109, Tower-2, Godrej
Waterside, Plot No. DP-5, Salt Lake Sector-V, Kolkata-700091.