exclusive sales and marketing agreement for bharatpur project

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ID/Address Prof

Copy of Partnership Deed (if any)

Copy of Chain Document of Property

Copy of Joint Venture Agreement (if any)

Copy of Project Approvals (if any)

Copy of Bank Approvals (if any)

Copy of Legal & Title Search Report from Advocate

Exclusive Sales and Marketing Agreement

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This Sales and Marketing Agreement (“Agreement”) is made at Jaipur on this …………………

day of ………… 2015 by

M/s Apple Finconsultants Pvt. Ltd., having ofce at 604, The Milestone, Lalkothi, Jaipur - 302015

(herein after referred to as the “Company”, which expression shall unless repugnant to the

context or meaning thereof be deemed to mean and include, successor, executors,

administrators and assignees) of the One Part.

AND

M/s Sunny Real Constructions Pvt. Ltd. having registered ofce at C – 11, Ranjeet Nagar ,

Bharatpur – 321001 (hereinafter referred to as the “Builder”, which expression shall unless

repugnant to the context or meaning thereof be deemed to mean and include, successor,

executors, administrators and assignees) of the Other Part.

The Builder and the Company shall hereinafter be collectively referred to as the “Parties” and

individually as a “Party”.

WHEREAS:

A. The Company is a renowned real estate management company which provides

consultancy to the clients over many residential & commercial projects in Rajasthan for the

last many years.

B. The Builder is engaged in the real estate business, developing Residential project and is

currently developing residential project at Sector – 3, UIT Colony, Bharatpur named as

“Kamala’s AASHIRWAD “, as mentioned in Schedule-A with detailed ats availability hereof

(“Project”).

AH/HR/_ _ _

For the Builder For Apple Finconsultants Pvt. Ltd.

Authorised Signatory Authorised Signatory

C. The Builder desires to grant right to market and sale of the Project to the Company on the following terms and conditions and the Company agrees to obtain the right to market and sale of the Project, on the terms and conditions hereinafter appearing.

NOW, THEREFORE, for and in consideration of these premises and other good and valuable consideration, the receipt and sufciency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Appointment

Subject to the terms of this Agreement, the Builder hereby grants Exclusive Sole Selling rights to the Company the rights to market and sale of the Project throughout India, and the Company hereby accepts such appointment.

2. Term and Renewal

This Agreement shall become effective upon execution by both the Parties hereto and, unless terminated earlier in accordance with the provisions of this Agreement, shall remain in effect till the completion of the specied project from the date of such execution (“Term”).

3. Role and Obligations of Builder.

(a) The Builder shall provide intensive marketing/branding support like project advertisements in print media, online promotion, FM radio, events in India or abroad, road show, corporate presentation and stationery etc., to promote the marketing and sale of the Project (which will be mutually decided by the Builder and the Company).The Total expected expense on Sales promotion, marketing/branding will be around 1% of the total Project Sales Realization value and that will be paid / expensed by the Builder as per SCHEDULE – B.

(b) The Builder shall provide all the necessary legal and technical documents with all approvals from authorized authority that may be reasonably required by the Company or by the prospective buyers. All such information provided by the Builder and passed on to the customer by the Company will remain the responsibility of both the Builder and Company to make it good.

(c) For meeting monthly expense on the execution of the Project by the Company, the Builder shall pay xed amount per month to the Company and that will be adjusted in the incurred commission by the Company.

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(d) The Builder shall provide a Site ofce at project site which should be ready by the project launch date. Site ofce shall be furnished with specied items/stuffs mention in Schedule-C. The Builder shall provide dedicated vehicles for site visit purpose.

(e) The Builder shall provide a sample at which should be fully furnished within 3 months of the start of the Project.

(f) The Builder shall provide the necessary approvals from all nationalize as well as private banks & nancial institutes

(g) The Builder shall mutually decide the price hike policy with the Company.

(h) The Builder will provide updates about availability and delivery status on reasonable demand of the Company.

(i) The Builder shall clearly mention a project completion date in the agreement to sale with compensation/penalty clause if the project delivery delay due to any reason as well as in payment plan.

(j) The Builder shall support the Company to implement some incentives scheme and promotional plan to achieve the sale from time to time in future if required.

4. Role and Obligations of Company.

(a) The Company shall work on the Project(s) as Marketing Consultant (Strategic Partner) and sha l l se l l the P ro ject d i rect to the c l ien t as we l l a s th rough the i r Dealer/Channel/Associate network.

(b) The Company shall have rights to create new dealers/channels/associates to achieve the target and will use the Builder network to sell the Project i.e. Entire sale made by the builder itself will also be treated as the sales made by the Company.

(c) To carry out usual sales activities required with prospects, including sales, presentation, follow up, Project information provision and query resolution, site visit coordination, information and explanation related to the sale agreement, relevant commercial aspects etc to the prospective buyers.

(d) To carry out the sales and sale presentation activities in the corporate and MNC companies.

(e) On determination of prospects’ intention to purchase an available property unit in the Project, Company will facilitate the sale execution between the customer and the Builder as per agreed procedure.

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5. That the Builder shall pay to the Company 4 % of the total sale consideration of each unit as commission on sale of each unit. The commission payment schedule will be followed as per the Schedule –D as well as point 6 mentioned below.

6. The Builder has opened a separate account with ______Bank, _____ Branch, in the name and style of “_______________________ ESCROW ACCOUNT”, bearing account no. “_______________________” (hereinafter referred to as the “Escrow Account”). The Parties have executed the Escrow Agreement for operation of the Escrow Account, which shall be co-terminus with the present Agreement, provided however that the Consultant has received the due Brokerage payable by the Builder to the Consultant at the time of such termination. The Escrow Account shall be used for deposits of proceed(s) received from customers/buyers/purchasers of the Unit sold/booked and for onward disbursements to the Bui lder and the Consultant as per the brokerage s lab mentioned viz. the brokerage/commission or part thereof and/or any other receivables due and payable to the Consultant and the balance remaining amount(s) due and payable to the Builder.

7. The service tax on the aforesaid Brokerage shall be levied separately and the Brokerage shall be subject to TDS, as applicable from time to time.

8. Online Promotion: That the Builder authorize the Company for doing any kind of online promotions for the marketing of the said project(s) for the purpose of generating sales leads and will use the builder name, logo and print material on their portals & separate projects(s) websites. The sole right for any development and usage of tools / techniques / schemes / creative developed for the project will vest with the Company. In case of any breach of contract the Builder cannot use any above mentioned tools / techniques / schemes / creative thereafter.

9. That it shall be the duty of the Company to use his best endeavor to maintain and increase the sale of unit and to represent properly the interest of the Builder by systematic canvassing either personally or with the assistance of his travelers by assisting in advertising schemes.

10. That the Builder shall provide adequate space for marketing at site with complete infrastructure as required.

11. Any type of changes in plan or extension/enhancement in the Project or changes in existing at sizes shall be done after prior discussion/consulting with the Company.

12. That the Builder shall be solely responsible and shall resolve any type of legal obligations/claims/proceedings, statutory impositions, or any taxes levied or proposed to be levied on the Project or any dispute with customer or government authorities because of project construction or delay in construction and shall indemnify the Company in this regard.

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i.e. The Consultant shall not be held liable for any delay/obstruction/stoppage of the construction/quality of construction/development of the Project by the Builder due to factors, including but not limited to the supply of labor, raw materials etc., and that the Consultant shall not be held liable for any civil or criminal liability arising due to any defect in the design of the building and any lapse in the quality of construction and safety of the building.

13. The Consultant shall take the booking as per the rules and regulations of the Builder/ Project and all the booking made by the Consultant shall be subject to and in accordance with the terms and conditions of the Project regarding transfer, cancellation, assignment etc. The allotments, agreements and other documents of transfer with any buyer shall be signed only by the Builder and the Consultant shall not have any authority to sign the same on behalf of the Builder.

14. The Company will use name and logo of Builder on all correspondence including commercial documents, on name plate or signage at their place of business describing themselves as Marketing Consultant (Strategic Partner) of Builder but simultaneously protecting the Trademark/ Logo of the Builder.

15. The Builder shall issue demand intimation(s), allotment letter(s), reminder letter(s) etc. to the customer(s)/buyer(s)/purchaser(s) on a timely with copy of such intimation, reminder(s) and letter(s) to the Company on the email address. The Builder further specically agrees & undertakes to send such reminder letter(s) to the customer(s)/buyer(s) of the Underwritten Unit promptly and not later than 7 days from due date of payment. The Builder further undertakes to send a copy of such intimation to the Company also.

16. The Company will bring to the notice of the Builder any information received by them which is likely to be of use or benet to the Builder in marketing/selling of the Project

17. The Company will keep full and proper records showing clearly all inquiries, transactions & proceedings related to the agency which shall be open for inspection by the Builder at any point of time.

18. The Company in case of any dispute with the purchaser/customers in relation to the sale of any property will forth with inform the Builder of such dispute and will not without the Builder’s consent in writing take any proceedings in respect of or compromise the dispute or grant a release to any debtor of the Builder.

19. The Builder hereby agrees to indemnify, hold harmless and defend the Company, its afliates and their respective ofcers, directors, employees, agents, successors and assigns, from and against any and all claims, damages, costs, losses and liabilities (including reasonable attorneys’ fees), which may at any time be asserted against or incurred by the

AH/HR/_ _ _



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Company based upon, arising from or in connection with this Agreement and any action or inaction on the part of the Builder under this Agreement, including but not limited to, (i) any breach of any representation, warranty, covenant or agreement of the Builder contained in this Agreement; and (ii) any failure of the Builder to comply with applicable law.

20. The Builder hereby represents, undertakes, warrants and covenants:

(a) That the Consultant is neither responsible nor shall be liable for any claim from any Buyer of Specied Unit on account of any defect in title or approvals/sanctions or construction quality or delay in construction non-adherence to sanction plan/technical specication or breach of covenants of the Builder towards the buyers under the agreements with them. (b) That all the payment(s)/amount(s)/proceeds(s) pertaining to any Unit forming part of the Inventory till receipt of 40 % of the sale consideration shall be routed through the above referred Escrow Account being account number __________________ being maintained with _____________Bank. (c) That all the payment(s)/amount(s)/proceeds(s) pertaining to any Unit forming part of the Inventory and being booked/purchased by the buyer/customer by availing a loan facility shall be routed through the above referred Escrow Account being account number _________________ being maintained with __________ Bank till the time the entire Brokerage payable to the Consultant on each Unit is received by the Consultant and thereafter all payments in respect of each Unit shall be paid directly to the Builder by the said buyer/customer and the rest of the commission will be paid by the Builder to the Company as per SCHEDULE – D.

21. Miscellaneous Provisions

(a) For the avoidance of doubt it is hereby stated that the Consultant and the Builder are neither partners nor the Consultant is an agent of the Builder save as authorized by this Agreement. (b) The parties represents that they have the authority to enter and sign this agreement. The individuals signing this Agreement represent that they are the authorized signatories and duly authorized to execute this Agreement. (c) No modication of this Agreement shall be effective unless made in writing and signed by both the parties. (d) The Builder shall indemnify and keep the Consultant indemnied at all times for and against any claim been raised by any third party against the Consultant for and on account of the Builder being unable to deliver/handover the possession of the Unit for any reason, whatsoever, except for any force major event. The Builder also indemnies the Consultant for all losses, damages, claims arising from the breach of the terms and conditions of this Agreement and/or from and against any action been brought against the Consultant in the event of there being any defect in the title and ownership of the Builder and/or for the

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permissions / consents / sanctions / licenses /approvals / authorizations required for procurement / sale / development of the Project /failure to adhere to technical specication of project/non-compliance of government rules/regulations and/or any act of omission/commission of its agent(s)/ofcial(s) and/or on the Builder’s failure to commence/undertake construction as per the construction schedule and/or owing to any delay/obstruction/stoppage of the construction of the Unit in the Project due to any reason whatsoever and/or not making the refund of payment in the event of cancellation of booking as per stipulations contained in paragraph 17 (d) detailed above. The Builder undertakes to keep the Consultant harmless & indemnied to the extent of all loss(es) including without limitation any and all legal/ litigation cost(s), expense(s), attorney fee(s) which are/may be incurred by the Consultant in connection hereunder including but not limited to any amount(s)/claim(s), if any required to be paid by the Consultant owing to such breach and/or act(s) and/or negligence and/or omission(s) and/or misconduct(s) and/or misrepresentation(s) on account/on part of the Builder.

22. TerminationEach of the Builder and the Company shall have the right to terminate this Agreement (except for those sections which by their nature survive termination), upon the occurrence of any of the following events, such termination to be effective immediately upon receipt of or deemed receipt by the other Party of written notice to that effect:

(a) If a Party is in default of any of the provisions, terms or conditions herein contained and shall fail to remedy such default within 30 (thirty) days of written notice thereof from the other Party;

(b) The other Party becomes or be adjudicated bankrupt or insolvent or if it winds-up, dissolves, liquidates or takes steps to do so or otherwise ceases to function as a going concern or is prevented from reasonably performing its duties hereunder.

Upon termination of this Agreement for any reason whatsoever, the Builder shall immediately pay all the amounts owed under this Agreement to the Company.

23. Any dispute, difference or question which may arise at any time hereafter between the Builder and the Company arising out of or in connection with this Agreement or the rights and liabilities of the Parties hereto shall unless otherwise herein expressly provide, be referred to the decision of a sole arbitrator in accordance with and subject to the provisions of the Arbitration and Conciliation Act 1996 or any statutory modication or enactment thereof for the time being in force. The arbitration proceedings shall be held at Jaipur and be conducted in English language.

24. This Agreement shall in all respects be governed and interpreted by, and construed in accordance with the laws of India. Subject to aforesaid arbitration clause, the courts at Jaipur shall have exclusive jurisdiction over all matters arising out of or relating to this Agreement.

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25. Each Party represents and warrants to each of the other Party that, (i) it has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and thereunder and the same will not result in any material violation or breach of or default under any applicable law to which such Party is subject and (ii) all corporate acts and other proceedings required to be taken by each of the Party to authorize the execution, delivery and performance of this Agreement have been duly and properly taken.

26. No modication, alteration or amendment of this Agreement or any of its terms or provisions shall be valid or legally binding on the Parties unless made in writing and duly executed by or on behalf of all the Parties.

IN WITNESS WHEREOF the Parties have put their hand out of their free will, without coercion or under inuence on the day and year herein above written.

AH/HR/_ _ _


Name: Designation

Name: Designation

Witnesses:

1.Name:Address

2.Name:Address

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Schedule – AProject Name/Address /Availability

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Schedule – BPromotion And Marketing Expenses

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Schedule – CRequirement

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Authorised Signatory

Site Ofce (Separate for Marketing) well equipped 3 Computers Printer (Wi one) 1 Laptop LCD/Projector 2 Telephone Connections 2 Mobile Connections with Handsets Air Conditioned Internet Project Model/Branding Space Security Stationary Stuffs Crockery Tea/Coffee Vending Machine 1 Invertor 1 RO/ Water Camper

Proper Sitting Area

2 Conference Room with 4 Chairs 2 Siting Cabins (1*3*2) 1 Waiting Lounge with Sofa (4 Siting) 4-5 Work Station Desk 1 Pantry 1 Wash Area 1 Projector Room with Sofa Set 1 Reception

Main Gate/ Entry Gate

Project Fencing

Internal Plantation & Landscape

Authorised Signatory

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Schedule – DPayout Schedule

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Sale Consideration receivedby Builder from the Buyer

On receipt of 15% or part thereof of the sale

consideration from the Buyer at the time of

booking

On receipt of next 25% or part thereof of the sale

consideration from the Buye

On time or possession / registry execution of the

unit.

50% of the brokerage



Pay-outto the Company

RemarkAH/HR/_ _ _

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exclusive sales and marketing agreement for bharatpur project

Documents

residential project

project advertisements

specied project

anycopy of project approvals

builder desires

obligations of builder

marketing agreement

renewalthis agreement