J.

Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

PROJECT KICKSTART

LEASE DEED

JSA TEMPLATE 1

J. Sagar Associates I advocates & solicitors

Ahmedabad | Bengaluru | Chennai | Gurugram | Hyderabad | Mumbai | New Delhi

1
This is a template. You are requested to consult a JSA attorney for any transaction specific legal and
practical advice on this document.
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

LEASE DEED

BETWEEN

[INSERT NAME OF THE LESSOR]

AND

[INSERT NAME OF THE LESSEE]

DATED (E.g. January 1, 2018)

2
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

CONTENTS

1. DEFINITIONS AND INTERPRETATION......................................................................................2

2. DEMISED PREMISES.......................................................................................................................5
3. TERM....................................................................................................................................................5
4. RENT....................................................................................................................................................7
5. SECURITY DEPOSIT........................................................................................................................7
6. MAINTENANCE SERVICES............................................................................................................8
7. RIGHTS IN RELATION TO CAR PARKING SPACES................................................................9
8. LEASE COMMENCEMENT DATE DELIVERABLES..............................................................10
9. OCCUPATION AND USE OF DEMISED PREMISES................................................................10
10. LESSOR’S COVENANTS............................................................................................................11
11. LESSEE’S COVENANTS.............................................................................................................12
12. REPRESENTATIONS AND WARRANTIES............................................................................14
13. USE OF DEMISED PREMISES BY AFFILIATES OF THE LESSEE..................................16
14. REPAIRS AND INSPECTIONS..................................................................................................17
15. TERMINATION OF THE LEASE DEED..................................................................................17
16. FORCE MAJEURE.......................................................................................................................18
17. SIGNAGE.......................................................................................................................................19
18. MISCELLANEOUS......................................................................................................................19
SCHEDULE I.............................................................................................................................................32

3
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

LEASE DEED

This Lease Deed (“Lease Deed”) is executed at [insert place] as on this [insert date] by and between:

[insert full name of the company], an Indian company incorporated under the provisions of the
[Companies Act, 1956]/ [Companies Act, 2013] and having its registered office at [insert registered
address of the company] (hereinafter referred to as the “Lessor”, which expression shall, unless
repugnant to the context or meaning thereof, be deemed include its successors and permitted assigns);

AND

[insert full name of the company], an Indian company incorporated under the provisions of the
[Companies Act, 1956]/ [Companies Act, 2013] and having its registered office at [insert registered
address of the company] (hereinafter referred to as the “Lessee”, which expression shall, unless
repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns).

The Lessor and the Lessee shall, wherever the context may warrant, be individually referred to as a
“Party” and collectively as the “Parties”.2

WHEREAS

A. The Lessor is the sole, legal and beneficial owner of [a commercial office space] bearing no.
[insert details] having super area of [insert details] square meters situated at [insert details] as
more particularly detailed in Schedule I to this Lease Deed (hereinafter referred to as the
“Demised Premises”);

B. The Lessor had purchased the Demised Premises through a sale deed bearing registration no. [●]
dated [insert date] registered at the Sub Registrar [insert details];3

2
In the event that the Parties are natural person/ partnerships/ proprietorship concern, necessary
changes should be made.
3
In the event the Demised Premise is on a perpetual lease necessary changes to be made.
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

C. The Lessor has constructed the Demised Premises after obtaining the approvals/ permissions
from the concerned development authorities, municipal authority, etc.;

D. The Lessor is in the possession of the Demised Premises and is authorized to let out the Demised
Premises on lease as per the terms and conditions of this Lease Deed;

E. The Lessor and the Lessee have entered into a non-binding memorandum of understanding dated
[insert date] in relation to the lease of the Demised Premises;

F. Pursuant to the terms and conditions of this Lease Deed, the Lessor hereby agrees to lease the
Demised Premises to the Lessee and the Lessee relying on the representations and warranties
made by the Lessor as contained in this Lease Deed, agrees to take the Demised Premises on
lease.

NOW THEREFORE, in consideration of the mutual promises and agreements set forth in this Lease
Deed, the sufficiency of which is hereby acknowledged the Lessor and Lessee agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Lease Deed, (including the recitals above and the Schedules hereto), except where the
context otherwise requires, the following words and expressions will mean the following:

“Applicable Law” means all bye-laws, statutes, rules, regulations, orders, ordinances,
notifications, of any Governmental Authority or any person acting under the authority of any
Governmental Authority or of any statutory authority, whether in effect on the date of this Lease
Deed or thereafter.

“Business Day” means any day of the week (excluding Saturdays, Sundays and public holidays)
on which commercial banks are open for business in [insert the relevant places].

[“Common Areas” means all areas in the building in which the Demised Premises is situated, to
be used by the Lessee with the other occupants; including the basement, pedestrian ways, service
roads, landscaped areas, fire staircase, sidewalks, driveways, service driveways, terraces, refuge

2
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

areas, lifts and staircase, to which access is required for the Lessee's absolute and exclusive use
and possession of the Demised Premises.]4

“Demised Premises” is defined in Recital A.

“Force Majeure Event” means occurrence of an event(s), beyond the control of a Party which
cannot be foreseen or prevented and which adversely affect a Party’s ability to perform its
obligations under this Lease Deed, despite the exercise of reasonable diligence or adoption of
reasonable precautions and measures, some instances of which are:

(i) acts of God;

(ii) air crashes damaging the Demised Premises;
(iii) war, riots or terrorist attacks; or
(iv) any event or circumstances analogous to the foregoing.

“Governmental Authority” means any: (a) federal or central, state, local or municipal authority;
(b) governmental or quasi-governmental authority; (c) individual, entity or body exercising any
executive, legislative, judicial, administrative, regulatory, police, military or taxing authority.

“Insured Risks” means risks such as fire, flood, earthquake, lightning, or acts of God, war, riot,
terrorism, and such other risks as the Lessor decides to insure against.

“IFRSD” is defined in Clause 5.1(a).

“Lease” means lease of the Demised Premises under this Lease Deed.

“Lease Commencement Date” means the execution date of the Lease Deed.

“Lease Deed” means this lease deed as may be amended from time to time.

“Lease Rent” is defined in Clause 4.1.

4
To be modified as per the commercials.

3
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

“Lease Term” is defined in Clause 3.1.

“Lock-in Period” is defined in Clause 3.2.

“Maintenance Agency” is defined in Clause 6.1.

“Maintenance Agreement” is defined in Clause 6.1.

“Permitted Use” is defined in Clause 9.1.

“Rent Free Period” is defined in Clause 3.4.5

“Rs.” or “INR” means the lawful currency of Republic of India.

1.2 In this Lease Deed:

(a) References to a statute or statutory provision or order or regulation includes that statute,
provision, order or regulation as amended, modified, re-enacted or replaced from time to
time.

(b) Headings to Clauses are for information only and will not form part of the operative
provisions of this Lease Deed and will not be taken into consideration in its interpretation
or construction.

(c) References to Recitals, Clauses or Schedules are to recitals and clauses of or schedules to
this Lease Deed and references to paragraphs are to paragraphs of the relevant Schedule.

(d) Schedules form part of this Lease Deed and have effect as if set out in full in the body of
this Lease Deed. Any reference to this Lease Deed includes the Schedules. 6

5
The Rent Free Period is based on the commercial understanding between the Parties. At some instances,
if the Demised Premises is ready to be occupied on the commencement of Lease, the Lessor may not
agree on a Rent Free Period.

4
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

(e) Reference to one gender includes a reference to the other and words importing the
singular include the plural and vice versa.

(f) A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality).

(g) References to the words “include(s)” or “including” or “amongst others” will be

construed as being followed by “without limitation”.

(h) References to government will include: (i) government of a State; (ii) Union government;
or (iii) local government.

2. DEMISED PREMISES

2.1 The Demised Premises admeasures approximately [insert number] (insert number in words)
super built up area.

2.2 In consideration of the Lease Rent and conditions hereinafter contained that are to be performed,
the Lessor grants a lease in favour of the Lessee, and the Lessee relying on the several
representations and warranties of the Lessor as contained herein, agrees to take on Lease from the
Lessor, the Demised Premises, together with the right to use the Common Areas from the Lease
Commencement Date.

3. TERM

3.1 The Lease Deed is for a term of [insert number] [insert number in words] years commencing
from the Lease Commencement Date (“Lease Term”).

6
The purpose of this Clause is to expressly incorporate the wording of the Schedules into the body of the
Lease Deed, thereby ensuring that they are given contractual effect. The Schedules are intended to be
treated as part of the Lease Deed, rather than merely being ancillary to it.

5
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

3.2 The first [insert number] [insert number in words] months of the Lease Term will be a lock-in
period for the Lessor and the Lessee (“Lock-in Period”). However, the Lessee is entitled to
terminate the Lease Deed during the Lock-in Period, in the event of a breach of the terms of the
Lease Deed (as described in Clause 15.1 (a)) by the Lessor which is uncured for [30 (thirty)] 7
days from the date of a written notice from the Lessee to the Lessor.

3.3 Subject to Clause 3.1 and Clause 3.2 above, upon expiry of the Lease Term, the Lessee has the
option to renew the Lease Deed for a term of [insert number] [insert number in words] years
on the same terms and conditions in this Lease Deed. If the Lessee wishes to renew the Lease
Deed, it will provide a written notice to the Lessors at least [3 (three)] 8 months prior to the expiry
of the Lease Term. Upon receipt of such notice, the Lessor and the Lessee will execute a fresh
lease deed that will be duly stamped, executed and registered by the Parties as per Applicable
Law, on terms and conditions as set out therein.9

3.4 The rent free period will be from the Lease Commencement Date till [insert date] (“Rent Free
Period”). The Lessee will pay the Lease Rent to the Lessor after Rent Free Period. 10

4. RENT

7
This is indicative and is subject to revisions based on specific requirements.
8
This is indicative and is subject to revisions based on specific requirements.
9
Sometimes the Parties do not intend to execute a fresh lease deed at the time of renewal. In such a
scenario, the Clause will be that upon such notice, the Lease Deed will be renewed for the additional
period as agreed between the Parties. Please note that in such a case, the stamp duty and registration
implication on the original lease deed includes the term of the renewal as well.
10
Rent free period is typically granted by the Lessor in a newly constructed building or at a premises
where Lessee would take time to dismantle the existing interior fitting and carry out the fit-out work on its
own as per its requirement. Generally, an initial period of 1(one) to 6 (six) months (depending upon the
commercial understanding between the Parties) of the Lease Term is kept as the Rent Free Period.
Further, if the Demised Premises are ready to be occupied as on the Lease Commencement Date, the
Lessor may not agree on a Rent Free Period.

6
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

4.1 The Lessee will pay the Lessor rent at the rate of Rs. [insert number] [INR insert number in
words], per square feet for the Demised Premises amounting to Rs. [insert number] [INR insert
number in words], per month for the Lease Term (“Lease Rent”)11. Lease Rent will be paid
subject to deduction of income tax at source and such tax will be deposited with the authorities
within the period prescribed under Applicable Law, and the TDS certificates will be handed over
to the Lessor within the period prescribed under Applicable Law.12

4.2 The Lease Rent will be paid by the [7 th (seventh)]13 of each English calendar month. In case of
incomplete calendar months during the Lease Term, the Lessee will pay the pro-rata Lease Rent
along with the Lease Rent for that month.14

4.3 It is clarified that the payment of the Lease Rent is sufficient consideration for use of the parking
areas and the Lessee will not be liable for payment of any other charges in this respect save and
except maintenance charges to the Maintenance Agency.

5. SECURITY DEPOSIT

Interest Free Refundable Security Deposit

(a) An interest free refundable security deposit amounting to [6 (six)] 15 months’ Lease Rent
i.e., Rs. [insert number] [INR insert number in words]) (“IFRSD”) [has already
been]/ [shall be] paid by the Lessee to the Lessor at the time of the execution of this
Lease Deed by way of a demand draft [bearing No. [insert details] dated [insert date]
11
Depending on the commercials the rent would be escalated after a period of 1 (one) -2 (two) years of
the Lease Term and a different rate would be the rent for the balance period of the Lease Term.
12
In the event, when the Lessee is liable to pay taxes, duties and other levies on the Demised Premise, it
should be made sure that the incidence of taxes on the Demised Premise should be nil at the time of
signing the MOU or Lease Deed.
13
This is indicative and is subject to revisions based on specific requirements.
14
The Parties should also put in a clause on the mode of payment (cheque/ bank draft/ electronic transfer)
of rent as may be decided between them mutually.
15
This is indicative and is subject to revisions based on specific requirements.

7
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

drawn on [insert date]]. [After the expiry of the initial [insert number] [insert number
in words] years of the Lease Term, the Lessee will make a payment of the
additional/differential amount toward IFRSD to ensure that IFRSD equivalent to [6
(six)]16 months Lease Rent will always be maintained during the entire Lease Term.] 17

(b) Subject to Clause 5.1(c) below, the IFRSD will be refunded to the Lessee on handing
over vacant and peaceful possession of the Demised Premises to the Lessor subject to
normal wear and tear.18

(c) The refund of the IFRSD as stipulated in Clause 5.1(b) above will be subject to:

(i) deduction of dues of the Lessor, if any, under the Lease Deed; and/ or
(ii) deduction of dues payable to the Maintenance Agency (defined in Clause 6.1
below).

6. MAINTENANCE SERVICES19

6.1 The Lessor either itself or through a subsidiary/ affiliate company or a third party agency
appointed by the Lessor (in consultation with the Lessee) (“Maintenance Agency”) will keep
and maintain the [Demised Premises] including Common Areas in good order and repair
throughout the Lease Term in accordance with the provisions of the maintenance agreement to be
executed between the Lessee and the Maintenance Agency (“Maintenance Agreement”).
Ordinary maintenance and repair costs will be calculated on the area of the Demised Premises
and be reimbursed by the Lessee on actuals subject to applicable taxes. The maintenance charges
would be payable by the Lessee to the Maintenance Agency in accordance with the Maintenance
Agreement.

16
This is indicative and is subject to revisions based on specific requirements.
17
Please see footnote in relation to escalation of rent above. This would be applicable accordingly.
18
In the event of delay on refund beyond the agreed time period, the interest shall be paid by the Lessor at
the rate as commercially agreed from the date of surrender.
19
This Clause is optional.

8
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

6.2 For clarity, maintenance charges are based on Lessee’s use of the Demised Premises for [12
(twelve) hours a day (8:00 a.m. to 8:00 p.m.) from Monday to Friday] and for [6 (six) hours a day
(8:00 a.m. to 2:00 p.m.) on Saturday, except on public holidays]. 20 The Lessee may in its absolute
discretion operate the Demised Premises on a 24 (twenty four) hours per day, 7 (seven) days per
week basis, and the additional cost of such operation during hours other than those noted above
will be reimbursed by the Lessee to the Maintenance Agency in accordance with the Maintenance
Agreement.

6.3 The Lessee, through the Lessor, will have the right to conduct an audit on the books and records
of the Maintenance Agency to determine the actual level of costs and expenses incurred for the
purposes of providing the maintenance services to the Lessee as set out under the Maintenance
Agreement and the difference, if any, between the actual costs of maintenance and payments
made by the Lessee on estimates will be adjusted towards future maintenance costs in accordance
with the provisions of the Maintenance Agreement.

6.4 The Lessor will be responsible for ensuring that the maintenance services in relation to the
Demised Premises adhere to certain standards and service levels as set out in the Maintenance
Agreement.

6.5 The Lessee will adhere to and be bound by the terms of the Maintenance Agreement and directly
make timely payment of maintenance charges and other dues including car parking maintenance
charges (if any) to the designated Maintenance Agency in accordance with the terms of the
Maintenance Agreement.

7. RIGHTS IN RELATION TO CAR PARKING SPACES21

Vehicles will be parked only in areas that are specifically designated as parking zones by the
Lessor. The Lessee will be entitled to car parking spaces bearing nos. [insert number] subject to
the payment of car parking maintenance charges to the Lessor or the Maintenance Agency. The

20
This is indicative and is subject to revisions based on specific requirements.
21
This Clause is optional.

9
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

service tax and other taxes as applicable will be additional and will be payable by the Lessee.

8. LEASE COMMENCEMENT DATE DELIVERABLES

On the Lease Commencement Date, the following will be exchanged between the Parties 22:

(a) The Lessee will provide to the Lessor a certified true copy of the resolution of its board
of directors approving the execution, delivery and performance of the Lease Deed and
certified true copies of its charter documents.

(b) The Lessor will provide to the Lessee a certified true copy of a resolution of its board of
directors approving the execution, delivery and performance of the Lease Deed and
certified true copies of its charter documents23.

9. OCCUPATION AND USE OF DEMISED PREMISES24

9.1 The Demised Premises will be used for office purposes only and for matters ancillary thereto
[including [insert the details]] (the “Permitted Use”).

9.2 Subject to Applicable Law and payment of maintenance charges and additional maintenance
charges in accordance with Clause 6 (Maintenance Services) above, the Lessee is entitled to
occupy and use the Demised Premises for the Permitted Use, 24 (twenty four) hours a day, 365
(three sixty five) days per annum during the Lease Term with uninterrupted access to the
Demised Premises and all other Common Areas, parking areas and all other services that are to be
provided by the Lessor in accordance with the provisions of this Lease Deed and by the
Maintenance Agency in accordance with the provisions of the Maintenance Agreement.

22
This Clause is optional and is applicable where both entities are companies. If not mentioned, the
resolutions should be exchanged on the execution date.
23
Any other document(s) as per the requirement of the matter may be added to the list.
24
Please change according to need.

10
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

9.3 The Lessor and the Lessee will comply with all present and future Applicable Laws in respect of
the Demised Premises.

9.4 [The Lessee will be entitled to install satellite, radio antenna or other allied equipment on the roof
top terrace of the Demised Premises with prior approval of the Lessor, which will not be
unreasonably withheld by the Lessor. The Lessor will render all necessary co-operation including
give no-objection for obtaining licenses to the Lessee for the installation of such satellite, radio
antenna or other allied equipment.]25

10. LESSOR’S COVENANTS

The Lessor covenants with the Lessee that:

(a) The Lessor will obtain and keep in force throughout the Lease Term (and renewal term, if
any) all applicable permissions, consents, approvals, licenses from all Governmental
Authorities required for occupation and use of the Demised Premises by the Lessee for
the Permitted Use.

(b) [The existing electricity connection in the Demised Premises is a sub-meter of the main
meter and the installed capacity is sufficient to meet the Lessee’s requirements. However,
should the same be insufficient, the Lessor will make the requisite applications to the
relevant authorities in consultation with the Lessee at the cost and expenses of the Lessee.
The Lessor will ensure uninterrupted and stable electricity supply to the Demised
Premises by the Maintenance Agency and ensure for the said purpose that the
Maintenance Agency provides adequate power back up.]26

(c) The Lessor will ensure unhindered access to the Demised Premises and the Common
Areas during the Lease term for the Lessee, its employees, authorised representatives and
vendors subject to the terms of this Lease Deed.

25
To be retained/amended based on factual background.
26
To be retained/amended based on factual background.

11
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

(d) The Lessor will perform its obligations under this Lease Deed in accordance with
Applicable Laws.

(e) The Lessor will obtain and maintain comprehensive insurance from a reputed insurance
company at its own cost against consequences of damage to or destruction of the
Demised Premises from any of the Insured Risks. The Lessee will be entitled to
additionally self-insure with respect to any and all risks in respect of the Demised
Premises and the Lessee’s fit-outs and interior fittings, furniture, equipment, and/ or other
items kept or stored in the Demised Premises, and is entitled to maintain any insurance
under master insurance policies covering the Demised Premises as well as other
locations. The Lessor will within [30 (thirty) days] 27 of obtaining the insurance referred to
in this clause, provide a certified true copy of the relevant insurance policies to the
Lessee.

(f) The Lessor will be responsible for providing ventilation and air-conditioning facilities in
the Demised Premises.

(g) The Lessor will not, without the Lessee’s prior written approval in each instance, use the
Lessee’s name or affiliation in any form in any publication, advertisement, brochure,
document, event, issue or concern whatsoever.

(h) The Lessor will pay property taxes in respect of the Demised Premises as levied under
Applicable Laws.

11. LESSEE’S COVENANTS

The Lessee covenants to the Lessor as follows:

(a) The Lessee will use the Demised Premises only for the Permitted Use.

(b) The Lessee agrees that the use and occupation of the Demised Premises during the Lease
27
This is indicative and is subject to revisions based on specific requirements.

12
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

Term by the Lessee will not in any manner, interfere with or disturb the peaceful
possession or usage of the building, excluding the Demised Premises, by the Lessor or
the other occupants of the building.

(c) The Lessee will not permit anything which may become a nuisance or annoyance or
cause damage to the Demised Premises [or other occupants in the building or the users of
the neighbouring premises or the operation of other floors and parking.]

(d) Subject to Clause 13 (Use of Demised Premises by Affiliates of the Lessee), the Lessee
will not assign or sublet in any manner whatsoever, the whole or any portion of the
Demised Premises, without the previous written consent of the Lessor.

(e) The Lessee will not have any right to mortgage or transfer possession of the Demised
Premises in favour of any third party.

(f) The Lessee will not without the Lessor’s prior consent (which will not be unreasonably
withheld or delayed), carry out alterations to the interiors or any permanent structural
additions, deletions or alterations to the Demised Premises [except install and adapt
demountable partitions and erect temporary wooden or other similar partitions/ structures
or false ceilings].

(g) The Lessee will take into consideration fire safety laws, rules and procedures, both in
letter and spirit at the time of renovating, refurbishing, decorating, installing any
equipment, furniture, machinery, partition, false ceiling etc., as also for using the
Demised Premises, and will participate in fire and other safety drills that may be carried
out in the Demised Premises.

(h) The Lessee will pay all charges as per actuals, for the electricity, water, telephone and
other amenities and facilities availed and consumed by the Lessee in the Demised
Premises in terms of the readings as per separate meters installed at the Demised
Premises, against valid invoices/ bills received on this behalf.

(i) The Lessee will carry out day to day repair jobs, as its own cost, such as blowout of

13
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

electric bulbs, minor plumbing leaks and other minor repairs etc.

(j) The Lessee undertakes that it will cooperate with the Lessor and permit works to be
undertaken in case any addition or alteration is required to be carried out to the Demised
Premises in terms of any valid request by any Governmental Authority or any other
statutory authority; provided however, Lessee’s use of the Demised Premises is not
materially affected by such addition or alteration and the area of the Demised Premises is
not reduced.

(k) The Lessee undertakes to return the possession of the Demised Premises and parking
areas to the Lessor, upon termination of the lease or upon expiry of the Lease Term, in a
condition as nearly to that as was prevalent when originally handed over to the Lessee,
subject to normal wear and tear and damage by fire, flood, earthquake, riots, war,
terrorism, civil commotion or other acts of God or irresistible force excepted
simultaneously with the receipt of the IFRSD by the Lessor.

12. REPRESENTATIONS AND WARRANTIES28

12.1 The Lessor hereby represents and warrants to the Lessee that:

(a) The Lessor is an entity duly incorporated and validly existing in accordance with the laws
of India.

(b) The Lessor has full power and authority to enter into this Lease Deed.

(c) The execution of this Lease Deed is not prohibited by the Lessor’s charter documents nor
will its execution contravene with provisions of any Applicable Law or agreement or
document to which the Lessor is a party.

(d) The Lessor possesses good, clear, free, absolute, unrestricted, unencumbered, unfettered,
unconditional and marketable title and ownership rights in respect of the Demised
Premises and the same is not the subject matter of any security interest.
28
These can be modified subject to nature of the legal entity.

14
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

(e) There are no actions, suits, proceedings, or investigations pending against the Lessor at
law or in equity before any court or before any other judicial, quasi-judicial or other
authority, which may disrupt or interfere with the Lessee’s use and enjoyment of the
Demised Premises or prohibit the Lessor from performing its obligations under this Lease
Deed. The Lessor has no knowledge of any violation or default with respect to any other
writ, judgment or any decree of any court or any legally binding order, including that of
attachment, of any Governmental Authority, including the income tax authorities, which
may disrupt or interfere with the Lessee's use and enjoyment of the Demised Premises or
prohibit the Lessor from performing its obligations under this Lease Deed.

(f) The Demised Premises is fit for the Permitted Use.

(g) The Lessor is validly existing and no receiver, receiver and manager or administrative
receiver has been appointed in respect of any part of the undertaking or property of the
Lessor and that no resolution has been passed or proposed and that no petition has been
presented for the winding-up of the Lessor or for the making of any administration order.

(h) The Lessor has not granted any right of way, easement or licenses or created any other
right in favour of any person, over or in respect of the Demised Premises or any part
thereof.

(i) The Demised Premises has been constructed pursuant to the plans sanctioned by the
concerned Governmental Authority and it can legally be used by Lessee for the Permitted
Use, as permitted by the concerned Governmental Authority.

(j) The Lessor has not entered into any memorandum of understanding and/ or letter of intent
and/ or agreement or transactions with any third party with respect to said Demised
Premises nor are there any pending and/ or notices of litigation in respect thereof which
would in any way affect the rights of the Lessee hereunder.

(k) There is no impediment to the grant of the lease of the Demised Premises by the Lessor in
favour of the Lessee for use of the Demised Premises for the Permitted Use as per the

15
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

terms of this Lease Deed.

12.2 The Lessee hereby represents and warrants to the Lessor that:

(a) The Lessee is an entity duly incorporated and validly existing in accordance with the laws
of India.

(b) The Lessee has full power and authority to enter into this Lease Deed.

(c) The execution of this Lease Deed is not prohibited by the Lessee’s charter documents nor
will its execution contravene provisions of any Applicable Law or agreement or
document to which the Lessee is a party.

(d) All corporate approvals required for the execution of this Lease Deed by the Lessee have
been obtained.

(e) There is no impediment to the rights and ability of Lessee to occupy and use the Demised
Premises building for the Permitted Use.

13. USE OF DEMISED PREMISES BY AFFILIATES OF THE LESSEE

The Lessee will be entitled to assign this Lease Deed only to its subsidiaries, affiliates, group
companies, holding companies and other associated entities at its own cost and expense; provided
that the Lessee will inform the Lessor within [insert number] [insert number in words] days of
such assignment.

[Alternative clause:

ASSIGNMENT

This Lease Deed and the rights and obligations hereunder are binding upon and personal to the
Parties and their respective successors and permitted assigns. A Party may not assign this Lease
Deed or any of its rights, benefits or obligations under this Lease Deed to any other person

16
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

without the prior written consent of the other Party.]29

14. REPAIRS AND INSPECTIONS

The Lessee will, after receiving reasonable prior written notice, permit the Lessor, its employees,
agents, contractors, and representatives, to enter the Demised Premises at reasonable office hours
and in a reasonable manner, at Lessor’s expense to carry out inspections and make such repairs as
the Lessor may deem necessary. The Lessor is required to and will act carefully and reasonably
when exercising any right of access to the Demised Premises and ensure that any repairs
undertaken by the Lessor will not interfere with the business of the Lessee.

15. TERMINATION OF THE LEASE DEED

Subject to Clause 3 (Term), the Lease Deed may be terminated by either Party in the following
circumstances by providing a notice in writing:

(a) in the event of any material breach of the terms hereof remaining uncured after [30
(thirty)]30 days from the non-breaching Party sending a notice in writing intimating the
material breach.

For the purposes of this Clause, a material breach will mean:

(i) In case of Lessor:

Material breach of Clause 10 (Lessor’s Covenants) and Clause 12.1 of this Lease
Deed, which, if capable of being cured, remains uncured for a period of [30
(thirty)] days after receipt of notice from the Lessee in this respect and if not

29
Please ensure that the description of the Parties, specifically, the assignment, succession and
nomination language is consistent with this assignment clause.
30
The time periods provided in this Clause 15 are indicative and subject to revisions based on specific
requirements.

17
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

capable of being cured, immediately on receipt of notice from the Lessee in this
respect.

(ii) In case of Lessee:

Lessee fails to pay the Lease Rent to the Lessor consecutively for a period of [3
(three)] months, and does not remedy such breach within [30 (thirty)] days after
receipt of written notice from the Lessor in this respect.

(b) if the other Party becomes insolvent or ceases to carry on its business or goes into
liquidation or enters into a composition with its creditors.

(c) on the expiry or termination of this Lease, simultaneously with the Lessor returning and
refunding the IFRSD (subject to deductions, if any) to the Lessee, the Lessee shall
handover quiet, vacant and peaceful possession of the Demised Premises, subject to
normal wear and tear.

16. FORCE MAJEURE

The Lessor will immediately inform the Lessee of the occurrence of a Force Majeure Event after
execution of the Lease Deed which may affect Lessee’s ability to use the Demised Premises for
the Permitted Use and engage in discussions with the Lessee and its consultants to undertake
immediate corrective measures. The Parties agree that the Lessee has the right to terminate this
Lease Deed by giving a notice in writing in the event a Force Majeure Event lasts for more than
[120 (one hundred and twenty)]31 days. The Lessor will immediately upon such termination,
refund the IFRSD to the Lessee in accordance with the terms of this Lease Deed. 32

31
This is indicative and is subject to revisions based on specific requirements.
32
Or the Lessee may temporarily vacate the Demised Premises (whole or the affected portion), as may be
required to enable the Lessor to carry out repairs in order to restore the Demised Premises and in such
event the payment of rent and other charges, till the Demised Premise is restored will lessen.

18
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

17. SIGNAGE

17.1 The Lessor will not install nor permit any third party to install any signage or marketing material
within, on, upon or over the frontage of the Demised Premises.

17.2 The Lessee will be permitted to install signage on the façade of the Demised Premises; provided
however, such installations do not cause any damage to the Demised Premises and are in
compliance with Applicable Laws.

18. MISCELLANEOUS

18.1 Relationship

(a) No provision of this Lease Deed will be deemed to constitute a partnership or agency or
joint venture between the Parties.

(b) No provision of this Lease Deed will constitute either Party as the legal representative or
agent of the other, nor will either Party have the right or authority to assume, create or
incur any liability or any obligation of any kind, express or implied, against, or in the
name of, or on behalf of the other Party.

(c) No person employed by either Party for the performance of its obligations under Lease
Deed will be deemed to be an employee of the other Party. Each Party will be responsible
for the payment of all salaries, employment benefits, etc. with respect to all persons
engaged by it for the performance of any obligations under this Lease Deed and such
person will not be entitled to any salary benefit or any other claim whatsoever from or
against the other Party. Each Party will indemnify the other against any such claims made
by any such person to or against the other Party.

18.2 Governing Law and Jurisdiction

The provisions of this Lease Deed shall be governed by, and construed in accordance with the

19
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

laws of India. Subject to Clause 18.11 below, the courts at [insert name of city], India shall have
the exclusive jurisdiction to settle any claim or matter arising under this Lease Deed.33

18.3 [Creation of Security Interests

(a) Notwithstanding any other provision of this Lease Deed, the Lessor is entitled to create
security interests in respect of the Demised Premises in favour of any third party
including to a bank or financial institution. The Lessee agrees and acknowledges that it
will have no objection or will not raise any dispute for the same and rights of such third
party (including mortgagee/ charge holder) will be superior and paramount to those of the
Parties; provided that such creation of security interests will not affect the rights or
interests herein of the Lessee in any manner whatsoever.

(b) It is clarified that the fit-outs, etc. installed by the Lessee will always be owned by the
Lessee and the Lessor will have no right or authority to make such fit-outs the subject
matter of any assignment or security interest.]34

18.4 Holding Over

(a) The Lessee will be the lessee from month to month, if the Lessee continues to occupy and
pay the Lease Rent for the Demised Premises after the expiration of this Lease Deed with
or without the consent of the Lessor, and without any further written agreement.

(b) The said monthly tenancy will commence from the first day of the expiry of the Lease
Term. The Lessee will give to the Lessor [30 (thirty)] 35 days written notice of any
intention to vacate the Demised Premises during such monthly tenancy.

(c) In the event that the Lessee holds over after the termination of the term hereby created,

33
The Parties can mutually decide a court at any place within India or where the registered office of the
Lessor and Lessee is situated or where the Demised Premises is situated.
34
This Clause can be deleted if not commercially agreeable.
35
This is indicative and is subject to revisions based on specific requirements.

20
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

and if the Lessor desires to regain possession of the Demised Premises, then the Lessor
will give a [15 (fifteen)]36 days prior notice in writing to the Lessee.

18.5 Notices

(a) Any notice or other writing required or permitted to be given under this Lease Deed or
for the purposes of this Lease Deed (“Notice”) to any Party will be in writing, in the
English language, and will be either personally delivered or transmitted by:

(i) postage prepaid registered mail (air mail if international), with acknowledgment
due,
(ii) internationally recognized courier,
(iii) email,37 or
(iv) facsimile transmission.

The address for service of each Party is as follows:

(i) if to the Lessor:

at: [insert details]
Attention: [insert details]
Fax No.: [insert details]
Email: [insert details]

(ii) if to the Lessee:

36
This is indicative and is subject to revisions based on specific requirements.
37
Issuing notices by e-mail has the inherent risk of such notices being intercepted, arriving late or not
arriving at all. If the receipt is disputed, the client may have to prove receipt, which will involve
inspections of hard disks and servers. It is important not to rely on automatic ‘read receipt’ software, as
such receipts can be triggered by someone other than the intended recipient reading the e-mail or by
virtue of a firewall. Therefore, the best course of action is to provide for multiple methods of confirmation
of receipt-see Clause 18.5(b) below.

21
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

at: [insert details]

Attention: [insert details]
Fax No.: [insert details]
Email: [insert details]

A Party may, by a written notice, designate another address for service of notices to it.

(b) Such notice will be deemed to have been given:

(i) [insert number] [insert number in words]38 Business Days after posting, if
transmitted by registered mail or air mail;

(ii) the date of receipt, if delivered personally or by courier service;

(iii) the date of receipt, if delivered by email; or

(iv) the date of transmission with confirmed answer back, if transmitted by facsimile
transmission;
whichever occurs first

18.6 Sale of the Demised Premises:

The Lessee agrees and consents that it shall have no objection to the Lessor selling the Demised
Premises provided that such sale does not affect the rights of the Lessee granted under the Lease
Deed during the Lease Term. The Lessor will inform the Lessee in writing and the Lessee will
pay the Lease Rent from the date of the sale to the buyer as may be advised by the Lessor and
henceforth, the name of the buyer shall stand substituted in place of the Lessor in the Lease Deed.
The Lessor confirms that it will transfer the IFRSD paid by the Lessee to such buyer and that
such buyer will be bound by the terms of this Lease Deed. In case of such sale, the sale deed will
contain an express provision relating to the buyer being bound by the terms of the present Lease
Deed and in case any further lease deed or deed of attornment is required to be executed and
38
Typically this would be 3 to 5 days.

22
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

registered, the cost of stamp duty and registration fees will be borne by the buyer or the Lessor.

18.7 Severability

If any provision of this Lease Deed is determined to be invalid, illegal or unenforceable in whole
or in part, then such invalidity, illegality or unenforceability will attach only to such provision or
part of such provision and this Lease Deed shall be interpreted and construed as if such terms and
provisions had never been included herein. The remaining part of such provision and all other
provisions of this Lease Deed will continue to remain in full force and effect. In such event, the
Parties undertake to endeavor in good faith to replace the invalid, illegal or unenforceable
provision by a valid, legal and enforceable provision which contains, as nearly as possible, the
rights and obligations contained in the provision to be replaced.

18.8 Counterparts39

This Lease Deed may be executed by the Parties in separate counterparts, each of which when so
executed and delivered will be an original, but all such counterparts will together constitute one
and the same instrument. The Parties may enter into this Lease Deed by signing any one or more
of such originals or counterparts. An executed signature page of a counterpart scanned and sent
by e-mail will be deemed delivery of an executed counterpart of this Lease Deed and, in such
case, without prejudice to the validity of this Lease Deed, each Party will provide the other(s)
with the original of such page as soon as reasonably practicable thereafter.

18.9 Amendments and Waivers40

(a) This Agreement may be amended only in writing duly executed by all of the Parties to
this Agreement.

39
This Clause is useful where the parties are executing separate copies of an agreement. Further, it must
be remembered that a nominal stamp duty is payable on a counterpart, however, the stamp duty varies
from State to State as per the applicable stamp duty provisions of the concerned State.
40
The requirement for written consent for amendment is designed to exclude the possibility of informal
and inadvertent oral amendments.

23
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

(b) A Party may, in writing, waive any breach of any provision of this Lease Deed by another
Party, and, unless otherwise stated in such written waiver, it will be limited to the specific
breach waived. A waiver will not be construed or operate as a waiver of any continuing
or succeeding breach of such provision or a waiver or modification of such provision or
as a waiver in respect of any other or further failure whether of a like or different
character.

(c) No failure or delay by a Party to exercise any right, power, privilege or remedy
hereunder will be deemed a waiver of such Party’s rights, powers, privileges or remedies
hereunder or will be deemed a waiver of such Party’s rights to subsequently exercise the
same.

18.10 Arbitration41

(a) In the event that any dispute arises between the Parties in connection with this Lease
Deed, the Parties will conduct negotiations in good faith to solve such dispute. If mutual
resolution cannot be reached within [insert number] [insert number in words] days
after the commencement of such negotiations, either Party will be free to refer such
dispute to arbitral tribunal comprising of [insert number] [insert number in words]
arbitrators wherein each Party shall be entitled to appoint an arbitrator and the two party-
41
Arbitration may be institutional or non-institutional. Institutional arbitration is conducted under the
auspices of an arbitral forum – some examples are: Singapore International Arbitration Centre (SIAC);
London Court of International Arbitration (LCIA), Dubai International Arbitration Centre (DIAC), Swiss
Arbitration Association (ASA), International Chamber of Commerce (ICC) etc. In such a case the rules of
arbitration of the chosen institution would apply – and these would include the appointment of
arbitrators and detailed conduct of the arbitration with the institution acting as the secretariat.
Non-institutional arbitration is managed by the arbitrators appointed by the parties. The parties may
choose to conduct the arbitration under the rules of an institution but not use the institution itself to
conduct the arbitration or the parties may choose to follow default rules laid down by an arbitration law
– for example the Indian Arbitration & Conciliation Act.
This Clause provides for ad hoc arbitration between the Parties. Parties may consider arbitration by an
institution (such as, LCIA, SIAC, ICC, etc.), in which case, the model arbitration clause suggested by
such institution (with modifications if necessary) should be incorporated in this Agreement.

24
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

appointed arbitrators shall then appoint a third arbitrator 42. The arbitration proceedings
shall be governed in accordance with the Arbitration and Conciliation Act, 1996 and rules
framed thereunder (“Rules”). The venue, place and seat of the arbitration shall be [insert
name of place] and the language of the arbitration proceedings shall be English. The
award rendered shall be in writing, and shall set out the reasons for the arbitral tribunal’s
decision. The award shall allocate or apportion the costs of the arbitration as the arbitral
tribunal deems fair. Any award made in such arbitration will be final and binding on the
Parties. This Lease Deed, and the rights and obligations of the Parties shall remain in full
force and effect pending the award in such arbitration proceeding, which award, if
appropriate, shall determine whether and when, any termination shall become effective.

(b) Judgment upon any arbitral award rendered may be entered in any court having
jurisdiction, or application may be made to such court for a judicial acceptance of the
award and an order of enforcement, as the case may be.

18.11 Indemnity

The Lessor will indemnify and hold harmless the Lessee from any and all claims, losses,
liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result
from a breach or alleged breach of the Lease Deed or of any representation and warranty or
covenant of the Lessor as set forth herein, upon a demand being made by the Lessee in this
regard.

18.12 Right of Third Parties43

42
Instead of referring the dispute between the Parties to a panel of three arbitrators, the parties have an
option to refer the dispute arising out of this Lease Deed to a sole arbitrator to be mutually decided by
both the Parties. This should be decided keeping in mind the costs which are likely to be incurred in
connection with an appointment of arbitrator are commensurate with the contract value.

43
This Clause is intended to exclude any third party rights being created pursuant to this Lease Deed.
The Clause merits importance as it explicitly negates the possibility of all third party rights, thus
establishing the privity of contract only between the parties thereto.

25
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

Nothing expressed or implied in this Lease Deed is intended or will be construed to confer upon
or give any person other than the Parties hereto, any rights or remedies under or by reason of this
Lease Deed or any transaction contemplated by this Lease Deed.

18.13 Survivability44
The termination of this Lease Deed will in no event terminate or prejudice (a) any accrued right
or obligation; or (b) the provisions of Clause 12 (Representations and Warranties), Clause 18.2
(Governing Law and Jurisdiction), Clause 18.11 (Arbitration), Clause 18.12 (Indemnity), Clause
18.5 (Notices) and Clause 18.16 (Confidentiality) or any other clauses which by nature survive
termination.

18.14 Costs

(a) The [Lessee/Lessor]45 will bear the cost of stamp duty, registration fee and all other
expenses incidental thereto.46

44
This Clause is meant to ensure survival of certain provisions of the Lease Deed post termination such
as dispute resolution, indemnity amongst others. Survival of these Clauses is important to ensure that
even if the Lease Deed does not reach its intended conclusion, parties are in a position to recover and
claim their rights that have arisen prior to execution of the Lease Deed, so as to restore the parties to the
same position as they were in, before taking certain actions pursuant to the Lease Deed.. Typically,
clauses such as representations and warranties, indemnification, confidentiality, dispute resolution and
notices are described in this clause as surviving termination.
45
The cost can be commercially agreed amongst the Parties. Attribution of taxes (direct and indirect), if
any, should be preferably dealt with in a separate clause.
46
The obligation to pay stamp duty and registration charges may differ from case to case basis, as per the
commercial understanding between the Parties. Sometimes, the Lessor and the Lessee both or the Lessor
itself bears the cost towards the stamp duty and registration charges of the lease deed. Commercial
agreements in India are chargeable with stamp duty. Stamp duty rates vary depending on the State where
the agreement is executed or brought into. Stamp duty needs to be paid on agreements prior to execution
or (where a document is executed outside a State) within a prescribed number of days within which the
agreement is brought into a particular State.

26
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

(b) The Parties will bear their respective cost and expenses, including, legal, accounting, and
other professional advisory fees incurred in connection with the preparation, execution
and delivery of this Lease Deed.

18.15 Confidentiality

The Parties will keep all information whether written or oral that has been exchanged, passed on,
handed over and/ or has come to the knowledge of the Parties, confidential and at no point of time
share the same with any third person except submitting the relevant information to any statutory
and/ or Government Authority as may be required under Applicable Law.

18.16 Cumulative Rights and Specific Performance

(c) The rights, powers, privileges and remedies provided in this Lease Deed are cumulative
and are not exclusive of any rights, powers, privileges or remedies provided by
Applicable Law or otherwise. Nothing in this Lease Deed shall prevent a Party from
enforcing its right by such remedies as may be available under Applicable Law.

(d) Subject to Applicable Law, in the event of any breach or threatened breach by either
Party of any covenant, obligation or other provision set forth in this Lease Deed, the other
Party will be entitled, in addition to any other remedy that may be available to it, to seek
(i) a decree or order of specific performance to enforce the observance and performance
of such covenant, obligation or other provisions; and/ or (ii) an injunction restraining
such breach or threatened breach.

18.17 Entire Agreement

This Lease Deed and its attachments including schedules constitute the entire agreement of the
Parties with respect to the subject matter of this Lease Deed and supersede all prior agreements, 47
understandings and representations, written and oral. If there is inconsistency between any

27
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

provision of this Lease Deed and any of its attachments or schedule, the provisions of the Lease
Deed will prevail.

18.18 Further Assurances48

The Parties will, with reasonable diligence, do all such things and provide all such reasonable
assurances as may be required to consummate the transactions contemplated by this Lease Deed.
Each Party will provide such further documents or instruments to the any other Party as may
reasonably be required to effect the purpose of this Lease Deed and carry out its provisions.

[Signature page follows]

47
Consider whether there are any other documents not referred to in the Lease Deed which need to be
included here. If so, consider specifically terminating such documents to ensure that there is no conflict
going forward. Also consider whether certain portions of the prior documents are to continue – if so,
such portions should be drafted in to this Lease Deed. If there are any side letters/ transaction documents
which are required to be kept completely confidential, it is pertinent to have such side letters signed post
the Lease Deed and such side letter/ transaction documents should specifically refer to the main Lease
Deed.
48
This Clause is a statement of intent by the Parties’ that they will do such acts and sign all such
documents which might not have been contemplated at the time of signing of the Lease Deed, but which
later is found to be required, and which are not of such magnitude as to lead to frustration of the Lease
Deed itself.

28
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Deed in duplicate as of the
day, month and year first above written.49

Executed for and on behalf of [insert full name of the Lessor]

by:

_____________________
[insert name]
[insert designation]
insert place]

in the presence of:

WITNESS:

____________________
[insert name]
[insert place]

Executed for and on behalf of [insert full name of the Lessee]

by:

_____________________
[insert name]
[insert designation]
insert place]

in the presence of:

49
Modify signature boxes as appropriate. Be careful when inserting signature boxes for individuals – the
opening sentence should change to ‘EXECUTED by’.

29
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

WITNESS:

_____________________
[insert name]
[insert place]

30
 J. Sagar Associates
Draft for discussions only | Privileged & Confidential
Template Lease Deed
February 2018

SCHEDULE I

DESCRIPTION OF THE DEMISED PREMISES

[insert details of the Demised Premises]

31