AGREEMENT

Corporate office: Unit No. 131, 1st Floor, Vatika Tower, Sector -54,Gurugram

sales@mrgworld.com


This agreement is made on this __________day of 201_ at Gurgaon

Between

MRG Infrabuild Private Limited a company incorporated under the Companies Act, 1956, having its corporate office at Unit No. 131, Vatika Tower-A, Sector 54, Gurugram-122003 through its Authorized Signatory, Mr. ___________who has been duly empowered vide board resolution dated ______________to execute this Agreement (hereinafter referred to as "Company" which expression shall unless repugnant to the context or meaning thereof, deem to include its successors, subsidiaries, nominees, executors and assigns) of the first part

AND

Mr./Mrs./Ms. ___________________________, son/daughter/wife of Mr. ______________________resident of_____________________________________

or

M/s__________________________, a company incorporated under the Companies Act, 1956/2013 having its registered office at _____________________________________ through Mr. _____________________________________its authorized signatory who has been duly empowered vide board resolution dated_________________________________

or

M/s________________________________________ (HUF/Partnership/Proprietorship) through its Karta/partner/proprietor________________ having its principal place of Business at___________________________ telephone Nos._______________________

(hereinafter referred to as the Channel Partner which expression shall, unless repugnant to the context or meaning thereof, deem to include his/her/its/their legal heirs, successors & permitted assigns) of the Second Part.

MRG Infrabuild Private Limited and Channel Partner shall hereinafter be collectively referred to as "Parties" and individually as "Party"

This agreement is signed between the Company and Channel Partner for sale of units in the upcoming project titled “____________” in Sector-___, Village ____________, Gurugram on following terms and condition:-

WHEREAS:

a. Company is into the business of development/construction of integrated townships, industrial parks and has various infrastructure projects across India and is in the process of acquiring/ purchasing land for its various upcoming projects.

b. Channel Partner has shows its willingness for providing lead and other allied services which includes giving complete details of the identity of existence of such lead for its forthcoming Projects at Gurugram.

c. Channel Partner has represented to Company as being experienced, having knowledge of providing lead and allied services. “Channel Partner” having acquainted himself/herself/itself with the requirement of Company, and has approached Company and agreed to undertake all the obligations as detailed hereinafter subject to applicable sound business practices and the terms.

d. Based on the representations and warranties made by “Channel Partner” with respect to its capability to perform its obligations under this Agreement, MRG INFRA agreed to appoint it/him/them as “Channel Partner” and they hereby agrees and accepts such appointment, to perform its obligations under the Agreement during the currency of this agreement on the terms and conditions stated hereunder. This appointment is on a non-exclusive basis and Company reserves the right to appoint other “Channel Partner” on the same or different terms and conditions, at the sole discretion of Company, or to generate lead, by itself or through other parties.

NOW THIS AGREEMENT IS WITNESSTH AS FOLLOWS:

I. APPOINTMENT

In consideration of services to be rendered by party of the other part which services are detailed in this agreement, Company hereby appoints the afore stated other party as “Channel Partner” from the date of execution of this Agreement to assist Company in providing/generating leads and other allied activities in accordance with the terms and conditions Contained in this Agreement.

II. TERM AND EXTENSION

The Agreement shall commence from the date of execution of this agreement and shall continue for an initial period of one (1) year (the “Initial Term”), which term may be extended upon expiry for the further period, by Company at its sole discretion for further such terms or tenure as Company deem fit and proper (Extended Term). The Initial Term and Extended Term shall when referred to collectively be called the “Term”.

III. REPRESENTATIONS AND WARRANTIES BY “CHANNEL PARTNER:

a. That he/it/they has/have been in the business of rendering/generating of lead and other allied services to the entity running real estate business for more than last twelve months and has sufficient experience and expertise in this field.

b. That the obligations of the “Channel Partner” under this Agreement are legal, valid, binding and enforceable in accordance with its terms.

c. That there are no legal proceedings pending, which may have an adverse impact on the ability of “Channel Partner” to perform and fulfill its obligations under this Agreement;

d. That “Channel Partner” has represented that he neither himself nor any of his direct relation has any previous association with Company.

IV. CHANNEL PARTNER SCOPE OF WORK/OBLIGATIONS:

i. That the Scope of Work of “Channel Partner” under this Agreement shall include performance of all such work, services and obligations by “Channel Partner” as are necessary for the fulfillment of obligations under this Agreement, including but not limited to the responsibilities as detailed in this Agreement.

ii. That he/it/they shall provide leads to the company giving complete details of the identify and proof of existence of such lead for the residential housing project being undertaken by the company.

iii. That he/it/they hereby agrees that the selection of the applicant by the draw of lot is the point of initiation of an exclusive contract in the form of builder buyer agreement between the company and the applicant and that the channel partner shall not be entitled to any commission or brokerage against advance received from the successful applicant for the sale of such flat.

iv. Channel Partner shall not act or hold out as the Agent of the Company, but shall only provide lead and other allied services to Company and the lead and allied services so provided by the Channel Partner shall be subject to ratification and approval by Company.

v. That Channel Partner shall provide his/her/its/their Permanent Account Number (PAN), TDS no. and Service Tax No. in writing, at the signing of this agreement along with the documentary proof to Company. In addition, the Channel Partner has to submit the self-attested copies (If Applicable)

- in case of a partnership firm, the Partnership Deed and

- in case of a company, Memorandum of Association, Articles of Association and Board Resolution.

vi. That Channel Partner shall not issue, state, support any public Statement about Company, its Business, employees etc. and at no point misrepresent the Company.

vii. That “Channel Partner” shall be responsible for the correctness of all the information supplied to Company.

viii. That any approval / authorization / clearance to be obtained by Channel Partner from Company under the terms and conditions hereof shall be obtained in writing.

Indemnity: Channel Partner shall indemnify Company against any loss, damages, cost, loss of Business/ profit, occurred to Company due to any default, negligence, non compliance or breach of the terms of this agreement by Channel Partner.

CODE OF CONDUCT:

. That Channel Partner shall conduct the business of providing lead and allied services with Company in a manner, which is not prejudicial to the interest of Company in any way .In case of any Complaint against the Channel Partner conduct, Company shall have the right to terminate the Channel Partner registration/agreement immediately and refund the security deposit (if any) after deducting any dues/loss which Company might have suffered on account of such misconduct or misrepresentation.

RELATIONSHIP :

Channel Partner acknowledges that he/it is acting for the limited and exclusive purpose of the Agreement. This Agreement does not constitute Channel Partner as a servant, employee, partner, a joint venture partner or an agent of Company and shall have no authority to bind Company in any respect whatsoever.

TERMINATION

. Either Party shall be entitled to terminate this Agreement by serving thirty Days prior written notice to the other Party.

Without prejudice to the other preceding clauses, Company may forthwith terminate this agreement or seek refund of the payments made immediately.

i. If in the opinion of Company, Channel Partner becomes incapable of carrying out the work under this agreement or performing the duties here under or at any time is not capable to render the services and to continue to act as Channel Partner.

ii. In the event Channel Partner breach or negligent to adhere to the terms of this Agreement or fails to comply with the guidelines and the standards of Company and indulge in any act of fraud or misrepresentations and fails to rectify such act within the stipulated period as prescribed by Company.

IN WITNESS WHEREOF, both the Parties have set their respective signatures on this Agreement, the day, month and year first above written.

WITNESSES:

1. First Party (M/s MRG Infrabuild Private Limited)

2. Second Party (M/s Channel Partner)