February 26

AGREEMENT TO SELL SHARE IN PARTNERSHIP

THIS AGREEMENT OF SALE is made the __________.day of ____________ in the year 20 ____________, BETWEEN Shri ____________, aged about ____________ years, son of ____________ resident of ____________, (hereinafter called the Seller) of the one part AND Shri ____________, aged about ________ years, son of _________, resident of ________, (hereinafter called the Purchaser) of the other part.
WHEREAS the Seller and the Purchaser under a deed of partnership, dated ____________, were and are till date partners in the business known as _________, run on and from ____________;
AND WHEREAS the Seller was the financing partner and all machinery, tools and finances, including the premises in which the firm and factory was housed belonged to and had been provided to the partnership by the said Seller;
AND WHEREAS the Seller is desirous of retiring from the said business and the Purchaser although keen to purchase the share of the Seller has no finances immediately available to do so.
NOW, THEREFORE, THIS AGREEMENT WITNESSES as under:
1. That the Seller and the Purchaser have together valued the assets and liabilities, book debts, credits, stocks, outstandings, goodwill and the market value of the premises in which the business and factory is housed and both are agreed that the share of the Seller in the said partnership is of the value of Rs ____ as detailed below:
Seller’s share in the goodwill Rs ______
Seller’s share in the remaining assets after taking
into account all liabilities Rs ______
Value of the building and premises Rs ______
——————
Total: Rs _____
2. That by this deed the partnership existing between the Seller and the Purchaser under deed of agreement, dated ________, is hereby dissolved and no party owes to the other anything in regard to the said dissolved partnership. All book debts and credits, whether due from the partnership or by the partnership shall on and from the date hereof be paid or realisable by the Purchaser, who assumes full responsibility and acquires full rights thereto. The Seller shall not have to pay nor have the right to realise any sums of money due from or to the partnership.
3. That by virtue of this agreement the Purchaser acquires the right to purchase, free of all encumbrances, and the Seller shall be bound to sell, free of all encumbrances, his entire share in the said dissolved partnership at the agreed price of Rs _____ in the manner and within the period hereinafter agreed.
4. That in consideration of this agreement, the Purchaser has this day paid to the Seller the sum of Rs ____________, which sum the Seller hereby acknowledges as having received and the balance amounting to Rs ____________.the Purchaser shall pay in instalments of Rs ____________ every month on or before the 15th of each month till final liquidation. The entire sum to be liquidated not later than two years from date.
5. That on the date the last instalment is paid by the Purchaser to the Seller, the Seller shall at the cost of the Purchaser execute and register a sale deed for the entire property sold, including the building and premises occupied by the business and factory, more specifically described and detailed in the Schedule hereto and thereafter the Purchaser shall acquire full rights of ownership over the said property hereby agreed to be sold.
6. That during the period from date till final liquidation and sale of the property, the entire share, consisting of machinery, tools, business and factory premises and building shall be in the possession and control of the Purchaser in the capacity of a licensee of the Seller. The licence shall be revocable at the option of the Seller only in case the Purchaser refuses, neglects or is unable to pay any two instalments or the costs of the sale deed or for any other reason does not get the sale deed executed and registered by the Seller.
7. That during the said period of two years or till the sale deed is not executed the Purchaser shall be liable to pay all taxes in and upon the said building and premises and to maintain the same and the machinery and tools in good and proper condition.
8. That in the event of the Purchaser backing out of the transaction or the proposed sale failing for no default of the Seller or the Purchaser defaulting in any two instalments of the purchase price and the Seller exercising his option to revoke the licence the following consequences ensue:
(a) the right of the Purchaser to buy the property agreed to be sold terminate;
(b) the Purchaser shall surrender possession of all property that is, machinery, tools, building and premises, list whereof is given in the Schedules hereto in as good a condition as he received it on the date of this agreement, within 30 days of the revocation of the licence by the Seller and on failure the Seller may enforce his rights through Court at the cost of the Purchaser.
(c) the sum of Rs __________ received today by the Seller shall stand forfeited and shall not be refundable to the Purchaser;
(d) the amount received by the Seller in excess of the first payment (that is, in excess of the sum received today) shall, after deduction of such amounts as are payable by the Purchaser under this agreement and mentioned in para 7, above or which may be deductible on account of deterioration, loss and damage to machinery and tools and 10% on account of depreciation in building value, be refunded by the Seller to the Purchaser and in default the Purchaser may enforce payment through Court at the cost of the Seller.
9. That it is further agreed and understood that the expressions, ‘‘the Seller’’ and ‘‘the Purchaser’’ herein used, unless repugnant to the context shall include the heirs, successors and assigns of the parties.
IN WITNESS whereof the said __________., the Seller and the said __________, the Purchaser, have hereunto signed at __________ the day and the year first above-written.
Witnesses: Sd. __________
Seller.
1. Sd. __________
2. Purchaser.
Schedule of immovable property agreed to be sold.
______________________________
Schedule of machinery and tools
in and upon the factory and business.
______________________________.
Sd __________
Seller.
Sd__________
Purchaser.
Note.—This document is an agreement and a deed of dissolution, Consequently it should bear stamp duty under Articles 5 and 46(P) of Schedule I-B of the Indian Stamp Act, 1899.

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February 26

AGREEMENT TO LEASE HOUSE

AN AGREEMENT made this the ____________ day of ____________ 20.____________ BETWEEN AA., aged about ____________ years, son of____________ resident of ____________ (hereinafter called the ‘‘Landlord’’) of the one part AND BB., a firm registered under the Indian Partnership Act, through one of its partners, Shri ____________ son of ____________, resident of ____________ (hereinafter called the ‘‘Prospective Tenant’’) of the other part.
WHEREAS the said AA. is owner in possession of the house property (here add the description of the property) and is willing to rent the same on a lease for a definite period and BB. are desirous of taking the same on a lease.
NOW THIS DEED WITNESSES:
1. That the Landlord shall lease and the Prospective Tenant shall take on lease all that double-storeyed dwelling-house with compound, outhouses, garden, garage and all appurtenances belonging thereto, fitted with electricity and water connection and affronting the ____________ .Road bearing number ____________ on the said road in the city of ____________ and bounded as below.
(Here give the boundaries of the dwelling-house)
2. That the Prospective Tenant has offered to pay a rent of Rupees ____________ (Rs _______.) only each month in advance, which said consideration the Landlord is willing and agreeable to accept as such AND the Prospective Tenant has also this day paid to the Landlord rent for the period of ______to ______ which sum the Landlord hereby acknowledges as having received.
3. That it is further covenanted between the parties that the house will be occupied on the following conditions:
(a) All existing taxes shall be paid by the Landlord, but all increased or additional taxes, if and when levied, shall be paid by the Tenant.
(b) That the Tenant shall make no material alteration of a permanent character. All material alterations, if approved by the Landlord, shall be made by the Tenant at his expense and on such terms as may be imposed by the Landlord. All alterations, additions, etc., by whomsoever made, shall in the absence of a contract to the contrary, become the property of the Landlord and the tenant shall not be entitled to any compensation therefor.
(c) That the tenant shall carry out all necessary and annual whitewashing and repairs in a workmanlike and proper manner and shall keep the premises, outhouses, garden compound and garage in good and tenantable condition. The Landlord shall, however, make a contribution towards such repairs etc., to the extent of one month’s rent during one completed year of the tenant’s occupation.
(d) That the period of the lease to begin with shall be five years from the date the Prospective Tenant is allotted the premises by the Authority concerned.
(e) That at the end of five years the Tenant shall give up quiet and peaceful vacant possession of the entire property leased out in as good a condition as he had received it. In case no fresh lease is signed on the expiry or earlier termination of the lease the occupation of the Tenant thereafter shall be deemed to be unauthorised and he shall be liable to damages for use and occupation at the rate of Rs _______ per day for each day of his such occupation.
(f) That a breach of any one or more of the conditions of the lease entitle the Landlord to terminate the tenancy by giving the Tenant a notice to quit as provided in the Transfer of Property Act.
4. That as soon as the present occupant of the premises hereby agreed to be let vacates, the Prospective Tenant shall be entitled to enforce this contract, provided the Rent Control Authorities permit the parties to do so. That on an allotment of the premises to the Prospective Tenant, the said Prospective Tenant shall get a lease deed in terms of this contract made out, executed and registered at his cost.
5. That if the Rent Control Authorities refuse to allot the premises to the Prospective Tenant, this agreement shall stand cancelled and give rise to no contractual liabilities as between the parties AND in such case but no other the Landlord shall forthwith refund to the Prospective Tenant the sum of Rs _____ deposited by him and referred to in para 2, above.
IN WITNESS whereof the parties have hereunto set their hands and seals the day and year above-written.
Witnesses: Sd. AA.
1. Landlord.
2. Sd. BB.
Prospective Tenant.

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February 26

AGREEMENT FOR APPOINTING OF SALES AGENT

This agreement is made on this 7th day of June 1999 between AB Ltd., a company registered under the Companies Act 1956 having its registered office at 7 N.S. Road, Calcutta 700 001 (hereinafter referred to as the company which expression shall unless the context requires otherwise include its heirs) of the one part
and
Ms. CD Ltd. of 5 Bangalore Road, Bangalore, Karnataka (hereinafter referred to as the agent) of the other part.
whereas the company is doing business, manufacturing and dealing in Computers, Computer Hardwares and Computer Softwares for the last 10 years and selling its products both in domestic and export markets.
And whereas the agent was working with another company as Chief Mechanic of Computers, acquiring knowledge of repairing Hardwares and Softwares and rendering after sales service and keeping Computers in good working condition.
And whereas the agent leaving his previous company has asked the company for agency to sell the products of the company on commission basis.
And whereas the agent has declared for not working for any other company and that he wants to work as agent for selling computers with its accessories as an independent contractor.
And whereas the company and the agent had discussed and negotiated concerning sale of company’s products by agent in the territories covering States of Karnataka, Kerala and Andhra Pradesh.
And whereas the parties herein have consented mutually to terms /conditions concerning sale of company’s products.
Now these presents witnesseth and the parties hereby consent as follows:
1. The company hereby appoints the agent being agent of the company in the States of Karnataka, Kerala and Andhra Pradesh for selling the company’s products including Computers, Computer Hardwares and Computer Softwares for a period of three years beginning from 1st July 1999 on terms/conditions stated hereinafter.
2. The agent shall:
(a) Try his best to promote and expand the sales of company’s Computers, Hardwares and Softwares (hereinafter referred to as the “products”) in the State of Karnataka, Kerala and Andhra Pradesh (hereinafter called the “territories”) to all potential purchasers thereof and work diligently in obtaining orders therefor;
(b) act faithfully and loyally and obey orders and instructions of the company and if in any case he does not get instruction in a particular matter to act in such a manner as the agent reasonably considers to be most advantageous to the interests of the COMPANY;
(c) Do not engage or being interested directly/indirectly as the principal, agent, partner, director or employee in production, sale/advertisement of goods of any detail or kind or akin to or competing with the products of the company without the prior express consent of the company;
(d) not taking orders for selling to any person of the products which he known by him or has reasonably to believe are intended for re-sale outside the territories without prior consent of the company;
(e) refer to the company all enquiries for products received from outside the territories as also from addresses in the territories for re-sale outside the territories;
(f) taking orders per selling goods after confirmation and acceptance by the company on usual terms/conditions;
(g) not making any representation in selling goods nor giving any warranties/concessions other than those kept in the company’s conditions of sale;
(h) keeping proper books of accounts/records of all enquiries and transactions concerning to the products separate from other transactions outside the agency and submit reports for the time being to the company and permit the company’s authorised officer in inspecting and taking copies of such books of accounts/records;
3. The AGENT shall conduct market-survey and properly enquire on financial stability of the intending purchasers of goods and present reports to the company. The agent shall promote and attend sale of products at all Sales Exhibitions and Trade Shows after properly intimating the company particulars thereof.
4. The agent shall not transfer, assign or charge his rights under these presents and in all communication with commercial documents concerning the products shall describe himself as the Selling Agent for the company’s products.
5. The agent shall be defraying all expenditure as incidental to the Agency, shall not make directly or indirectly any profit or take any advantage in the selling the products and shall not leak any information concerning the company’s trade secrets or know-how or marketing technique or any mode of manufacturing, selling or dealing in its products.
6. The agent covenants and agrees that the agent shall not acting as Selling Agent for other company to Computer goods akin to company’s products for three years within the said territories after terminating the present agreement.
7. The company its own expense shall supply to the agent samples, patterns, catalogues, operating manuals, repairing manuals, details of parties and advertising materials as the company deems reasonably enough enabling the agent to conveniently render after-sales-service to purchasers of the products in the said territories.
8. Notwithstanding anything to the contrary contained herein the company retains to itself its right:
(a) to deviate at its absolute discretion without assigning any reason there for any order or to submit any quotation or tender on any enquiry transmitted to the company by the agent;
(b) In selling and supplying the company’s products directly to customers in the said territories;
(c) To assign and transfer its rights/obligations under this covenant to any other concern having given 15 days’ notice to the agent.
9. It is consented if in reasoned opinion of the company the agent is not producing sufficient sales coverage in or through the said territories, the company may exclude a part of territories or otherwise vary the extent of the territories on previous notice to the agent.
10. In consideration of services to be served by agent the company will pay to agent a commission of 10% on invoice price of products sold in the territories upto a sale of Rs. 10 lakhs and after it 5% up to the sale of Rs. 20 lakhs and 2.5% on sale exceeding Rs. 20 lakhs. Such commission is payable on furnishing of accounts every three months.
11. The company shall reimburse every month actual expenses of travelling, advertisements, repairs to computers sold and such other expenditure which the agent might reasonably spend concerning rendering after-sales-service and promoting sales of the company’s products.
12. If any customer does not pay or pay in less or returns the goods concerning which the company has paid commission to the agent, agent hereby undertakes and agrees to refund the commission received for such products.
13. In addition to any other rights herein or under the law, the company shall bear the right at any time for giving express notice to agent determining the Agreement at once. if agent contravenes any terms herein or it does any act of insolvency or agent is restricted in doing his duties hereunder for 3 months for any reason whatsoever or agent is guilty of any conduct prejudicing interests of the company or the agent purports to transfer the burden or advantage or charge the advantage of this Agreement.
14. After terminating this covenant the agent per his own expenses promptly return to the company all samples, patterns, catalogues, advertising materials, specifications and other materials, documents and papers concerning the business of the company which the agent having in his possession or in his control.
15. The waiving by company of any contravention of any of the terms of this Agreement shall not restrict the future enforcement of that term and shall not be considered a waiver of any future contravention.
16. There are no other promises, terms/conditions other than those having in these presents.
17. This Agreement shall be renewed after three years on the terms /conditions which might be mutually consented upon.
In witness whereof the parties have executed these presents on the day, month and year first above-written.
Signed, sealed and delivered by Mr. ……………………. pursuant to Board Resolution of AB Ltd. dated 5th June 1999 in the presence of witness
Signed, sealed and delivered by Mr……. on behalf of Ms. CD Ltd., the agent in the presence of witness.
DATE:
PLACE:
WITNESSESS:-
1. Ms. AB Ltd.
2. Ms. CD Ltd.

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February 26

AGREEMENT BETWEEN AUTHOR AND PUBLISHER

WHEREAS ________ hereinafter called the ‘‘Author’’, has written a work entitled ________ hereinafter called the “Work” and whereas ______ Publishing Co, having its business premises at Delhi, hereinafter called the ‘‘publishers’’ are desirous of publishing the Work in book form and whereas the Author agrees to prepare and supply to the Publishers before _______ (Date) a double-spaced typescript of the work suitable for use as printer’s copy and acceptable to the Publishers in content and form, together with illustrations as may be mutually deemed desirable and in a form mutually agreed and with index, the Author does hereby grant and convey to the Publishers the right to:
Print, publish and sell the Work, for the First edition thereof and including all translations, abridgments and adaptations thereof in English and Indian languages.
The copyright, save the rights assigned herein to the Publishers, shall vest in the Author.
The Publishers, in consideration thereof, agree to publish the Work in book form at their expense, in a style as to paper, printing and binding considered suitable by the Publishers, and to use all ordinary means to market the said Work upon terms as follows:
(1) Publication, Sale and Terms of Sale.—The Publishers shall have exclusive control of the form, get-up, price, sale and terms of sale of the Work.
(2) Royalties:
(a) The Publishers agree to pay to the Author a royalty of ________ per cent of the list price on each copy of the work actually sold.
(b) The Publishers agree to render to the Author statements of copies sold semi-annually as on June 30 and December 31 each year, and to make settlements thereof within one month thereafter.
(c) No Royalty will be payable in respect of any copies given away for review or complimentary copies.
(d) If the Publishers themselves undertake the publication of translations, or abridgments, or adaptations of the Work in English or in Indian languages, this agreement will govern, as far as the context will permit, such publication by the Publishers and accounting and payment to the Author will be governed by clauses 2(a), 2(b) and 2(c) above, subject to the deduction of expenses incurred by the Publishers in having the said translations, abridgments or adaptations prepared.
(3) Author’s corrections.—Should the Author make or cause to be made any alterations in type, illustrations or plates which are not corrections of typographical or draftsman’s errors, which shall cost in excess of twenty per cent (20%) of the cost of composition independent of the cost of the said alterations, the cost of such excess alterations shall be charged to, and paid for by, the Author. The Publishers may, at their discretion, agree to debit such charges to the royalty account.
(4) Delivery of work.—If the Author fails to supply the full and final typescript along with the agreed illustrations by the date mentioned for this purpose in this agreement, the Publishers shall have the option, any time after this date, unilaterally to declare this agreement cancelled after giving the Author thirty days’ notice in writing to provide the necessary material, unless the Publishers have meanwhile agreed in writing to an extension of the period of submitting the material. In the absence of such a written notice, this agreement will continue to be fully effective and for this period the Publishers will be deemed to have agreed to an extension of the date for the delivery of the material till the date of the expiry of any notice the Publishers may subsequently serve on the Author.
(5) Correction of proofs.—The Author undertakes diligently to check and correct printers’ proofs sent to him for this purpose by the Publishers and to return them to the Publishers within 10 days of the receipt of the proofs. If the Author fails or is unable to check proofs as just stipulated, the Publishers shall be free to arrange for such checking by a person competent, in the Publishers’ judgment, to do so and the cost of this arrangement will be debited to the royalty account of the Work as the first charge.
(6) Subject-index.—The Author agrees to provide a subject-index for each edition of the book. On his inability or refusal to do so, the Publishers would be free to get the same prepared by any person deemed competent by them and the cost will be debited to the royalty account as a first charge.
(7) Author’s copies.—The Publishers agree to give to the Author on publication of each new edition of the Work. . . . . . . . .copies of that edition and to sell him such additional copies as he desires for personal use and not for resale at the terms allowed by the Publishers to booksellers, both in respect of discount and packing, postage, freight and forwarding charges.
(8) Damaged copies.—The Publishers may dispose of copies of the Work damaged in storage and/or transit or by any other means or circumstances rendered unsaleable, either by discarding them as waste or selling them as scrap below cost and, on copies so discarded or sold, no royalties will be payable.
(9) Supplement.—If and when a supplement to the Work is deemed necessary by the Publishers, the Author agrees to supply the same within reasonable time failing which the Publishers would be at liberty to get the same prepared against his cost.
(10) Warranty.—The Author warrants that the Work is original except for such excerpts from copyrighted works as may be included with the permission of the copyright owners thereof, that it contains no libellous statements, that it contains nothing unlawful, and does not infringe upon any copyright, trademark, patent, statutory right, proprietory right of others, and that he will indemnify the Publishers against any costs, expenses and damages arising from any of this warranty.
(11) Assignments.—This agreement may be assigned by either party, but only as a whole, and no part of the respective interests of either party may be assigned without the written consent of the other party. Notwithstanding any such assignments, this agreement shall be binding on the parties hereto, their heirs, successors, assigns and personal representatives.
(12) Protection of copyright.—The Publishers shall be free to take, on the Author’s behalf but at the Publishers’ expense, any action, including legal action, that the Publishers may consider necessary to protect their rights under this agreement arising out of the Author’s copyright in the Work.
(13) Disputes.—If a dispute arises between the parties to this agreement concerning matters covered by this agreement or incidental thereto, this dispute will be referred to the arbitration of two arbitrators, one each appointed by the parties hereto, and, in case the arbitrators disagree, to an umpire of their choice, and the provisions of the Indian Arbitration Act as in force at the time of the arbitration will apply.
IN WITNESS WHEREOF this agreement has been executed by the parties hereto on the dates following their signatures.
Date:
Author
————————
Publishers
————————
Witnesses:

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