This Agreement is made and entered into at, Bombay, this _____day of
_________________, 2009, between M/s. “XYZ”, an existing limited company
incorporated and registered in India under the Companies Act , 1956, having its
registered office at, Malad Link Road, Malad (west), Mumbai – 400 064, (Which
expression shall include its Successors, executors, administrators and assigns)
hereinafter referred to as the “COMPANY”.
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___________________,aged about, _____years, an Indian Inhabitant, having
__________________ (Which expression shall include his/her/their heirs,
executors and assigns) hereinafter referred to as the “PARTY”:-
WHEREAS the COMPANY is engaged in the business of advertising and doing
promotion for its clients.
WHEREAS the PARTY is owner of a Chevrolet “SPARK” Car bearing
Registration No ____________, Engine No ____________ Chassis
No_______________ purchased from an authorized dealer and registered with
the Mumbai/Navi Mumbai/Thane Regional Transport Office.
WHEREAS The COMPANY is desirous of taking on rent advertisement space on
all four doors and luggage boot door of a Chevrolet Spark car.
WHEREAS the PARTY has purchased a Chevrolet Spark Car and has
approached the COMPANY to rent out advertisement space on all four doors
and luggage boot door of the car.
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(a) "Advertisement" means the text, and/or graphic or any such or other format
as Company may designate from time to time, supplied by COMPANY’s clients
to be published by the COMPANY on car owned by the PARTY.
(b) “Advertising materials” means the stickers, films and/or any other type of
advertising material which shall be displayed on the Car.
NOW THE PARTIES HAVE DECIDED TO RECORD THE TERMS AND
CONDITIONS MUTUALLY AGREED BETWEEN THEM APPEARING
I. SCOPE OF THIS AGREEMENT
1. In consideration of the offer made by the PARTY to rent out space on all
four doors and the luggage boot door of the car the COMPANY has agreed to
pay a rent of Rs.6,000/- per month in to the account of the PARTY through
which the car-loan EMI are being debited (if car-loan availed) If the PARTY
has not availed any car-loan the COMPANY shall make the payment directly
to the PARTY’S account.
2. That in lieu of the COMPANY agreeing to pay/reimburse to the PARTY
59/60 installments of Rs.6,000/- each per month, the PARTY shall authorize
and allow the Company to utilize the all four doors and luggage boot for
displaying advertisement for the term of 59/60 months which shall
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commence from the date of delivery of the car to Company by the Party for
the fixing of the advertisement materials on the Car.
3. The PARTY shall within 48 hours of request, deliver the car to the
COMPANY for fixing the advertisement material on the car. The Company
shall be at the liberty to change the advertisement material as per its
requirement with out any restrictions what so ever.
II. PARTY’S COVENANTS
a) The Party shall at all times maintain the Car in road worthy condition.
b) The PARTY shall at all time keep area around the advertisement material
c) The PARTY shall immediately inform the COMPANY if any damage,
disfiguration and harm caused to advertisement material on the car.
d) The PARTY shall not take the Car outside Mumbai, Thane, Navi Mumbai
territory for a continuous period of 30 days without written consent of the
e) The PARTY undertakes not to keep the car out of Mumbai/ Thane/ Navi
Mumbai for a period of more than 3 months in a calendar year and there
should be a gap of at least three months between such period if the car is
taken out of Mumbai/Navi Mumbai/Thane.
f) The PARTY shall at all times keep the insurance of the car in force.
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g) The Party shall not at any time remove the advertisement material from
h) The party shall not enter into similar type of advertising agreement on the
Car assigned under present agreement.
i). The Party shall within 48 hrs of being intimated, deliver the car for
inspection by the COMPANY.
j) The PARTY shall not repaint the car or make any modification to the
designs of the car without written consent of the COMPANY.
k) In case the car gets damaged owing to any reason whether or not
attributable to the negligence of the PARTY, the PARTY shall repair/restore
the car to its original condition at it’s own cost with in 45 days of the incident
If the PARTY fails to repair/restore the car with in the period of 45 days the
contract shall stand terminated from the date of the incident and the
COMPANY shall not be liable to pay the advertisement charges for the said
l) If the car is purchased on hire purchase agreement, the PARTY shall not
default in the payment of EMI and thereby keep the ownership of the car
intact. The Company shall have right to claim damages incurred by it in case
the car is seized by the bank/financier for default in payment of the EMI.
m) The PARTY during the term of this lease shall not create any new charge
on the car with out the written consent of the COMPANY.
n) The PARTY shall not have any objection to the contents of the
advertisement published by the COMPANY on the Car.
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III. COMPANY’S COVENANTS
a) The COMPANY shall be liable to make payment of Rs. 6,000/- to the
PARTY on the 15th day of every month. If the COMPANY except for reasons
beyond its control fails to pay the amount to the PARTY, the COMPANY
shall be liable to pay Interest @18% p.a. for the delayed payment.
The PARTY (for the purposes of this clause the “Indemnifying Party”) agrees
to, at all times, defend, indemnify and hold the COMPANY, its affiliates,
subsidiaries, franchisees and the officers, directors, agents and employees (for
the purposes of this clause, the “Indemnified Party”), harmless from and
against any and all claims, suits, losses, liabilities, obligations, fines,
penalties, costs and expenses, including legal fees and expenses, of whatever
kind or nature (collectively, "Loss"), arising out of the use of the Car by the
V. LOCK-IN PERIOD
a. Lock in period shall be the period during which this agreement shall not be
terminable by the COMPANY or the PARTY
b. The Lock-in Period is subject to the condition that either party shall not
breach the terms of this agreement.
c. The parties to this agreement have assured each other that this agreement
shall not be terminated by either party for an initial period of 30 months and
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accepts a “lock in period” of first thirty months from the commencement of
this agreement. After expiry of initial lock in period the Parties herein shall
have the right to terminate the agreement as contemplated under clause VII
(d) of this agreement. The notice period can also be during the lock in period.
VI. CONDITIONS PRECEDENT FOR LOCK-IN PERIOD.
The Lock-in-Period would be effective, only if the COMPANY is indemnified,
defended, protected and held harmless by the PARTY, from any direct or
actual loss suffered by the COMPANY as a result of being prevented from
using the advertisement space on the Car, due to the act/breach/violation of
any regulation/law/bye-law by the PARTY relating to the Car, but not
limited to, any negligent acts, conduct, errors or omissions attributable to the
PARTY, or due to the breach of any of their contractual obligations hereunder
or breach of any of the warranties, representations and covenants under this
a) The Agreement would stand terminated at the expiration of the term
of the lease as contemplated herein without extension thereof being
agreed upon between the COMPANY and PARTY or at the
expiration of any extension mutually agreed upon between the
COMPANY and PARTY;
b) In case the car gets damaged owing to any reason whether or not
attributable to the negligence of the PARTY, the PARTY shall
repair/restore the car to its original condition at it’s own cost with in
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45 days of the incident If the PARTY fails to repair/restore the car
with in the period of 45 days the Contract shall stand terminated
from the date of the incident
c) The Agreement shall be terminated by the COMPANY if the PARTY
violates any of the terms and conditions of this Agreement. The
COMPANY shall have the right to claim damages suffered by it for
the breach of the Agreement by the PARTY.
d). It is expressly agreed that subject to the lock in period above either
party shall have the right to terminate the agreement without
assigning any reason whatsoever by giving the other party one
month’s (1) written notice failing which the terminating party shall
be liable to pay the other party one month’s advertisement fee in lieu
of the notice.
e). In the event of the termination of the lease for the reasons set forth in
b) the fee payable to the PARTY shall be paid on a pro-rata basis.
f). If the car is hypothecated the COMPANY shall terminate the
agreement if the PARTY defaults in the payment of the EMI for 2
months during the entire tenure of the contract.
g) For the purpose of clause f) mentioned above, the PARTY shall
furnish the COMPANY with the quarterly statement of the loan
account on regular intervals failing which the COMPANY shall
terminate the agreement.
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a. In the event of a dispute between the Parties hereto the Parties hereto
shall attempt to resolve the same through mutual negotiation. Either
party may initiate negotiations by providing written notice in letter
form to the other party, setting forth the subject of the dispute and
the relief requested. The recipient of such notice will respond in
writing within (5) business days with a statement of its position on
and recommended solution to the dispute. If the dispute is not
resolved by this exchange or correspondence, then representatives of
each party with full settlement authority will meet at a mutually
agreeable time and place within ten (10) business days of the date of
the initial notice in order to exchange relevant information and
perspectives, and to attempt to resolve the dispute.
b. If the dispute is not resolved by these negotiations, the dispute shall
be referred to arbitration by a Sole Arbitrator in terms of the
Arbitration and Conciliation Act 1996 or any subsequent enactment
or amendment thereto (the “Arbitration Act”). The decision of the
Arbitrator shall be final and binding upon the parties. The venue of
the Arbitration proceedings shall be Mumbai. The language of the
arbitration and the award shall be English. This Agreement shall be
construed in accordance with the laws of India.
c. The courts at Mumbai shall have exclusive jurisdiction over the
subject matter of this Agreement.
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IX. ENTIRE AGREEMENT:
This agreement, together with all Exhibits attached hereto, represents
the entire agreement and understanding between the parties with
respect to the subject matter of this agreement, and supersedes any
other agreement or understanding, written or oral, that the parties
hereto may have had with respect thereto. No statement or
inducement with respect to the subject matter by either party or by any
agent or representative of either party which is not contained in this
agreement shall be valid or binding between the parties.
X. RELATIONSHIP OF PARTIES:
The parties are independent contractors, and nothing in this agreement
shall be deemed or construed to create, or have been intended to create
a partnership, joint venture, employment or agency relationship
between the parties. Each party agrees that it neither has nor will give
the appearance or impression of possessing the legal authority to bind
or to commit any other party in any way except as provided in this
XI. EFFECT OF HEADINGS:
The headings and subheadings of the sections of this Agreement are
inserted for convenience of reference only and shall not control or
affect the meaning or construction or any of the agreements, terms,
covenants and conditions of this Agreement in any manner.
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This Agreement has been fully reviewed and negotiated by the
parties and their respective legal counsel. Accordingly, in
interpreting this agreement, no weight shall be placed upon which
party or its counsel drafted the provision being interpreted.
No provision of this Agreement may be modified, waived or amended
except by a written instrument duly executed by each of the parties.
Any such modifications, waivers or amendments shall not require
additional consideration to be effective.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
XV. IMPLIED WAIVER:
Any failure on the part of either party to insist upon the performance
of this Agreement or any part of this Agreement, shall not constitute a
waiver of any right under this Agreement.
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Except as otherwise required by applicable laws, each party shall keep
the information regarding the details of this Agreement confidential
and restrict dissemination to each of its own personnel and to third
parties to only a "need to know" basis, using the standard of care
which each uses to protect its own information from disclosure during
the Term of this Agreement and thereafter. The party disclosing
confidential information to its own personnel and third parties shall
require that these persons be bound by the confidentiality obligations
set forth in this Agreement. In addition to the foregoing, the PARTY
must keep all information provided by COMPANY in accordance with
this Agreement confidential and any unauthorized disclosure shall be
considered a material breach of this Agreement. Any press release
issued by the PARY must be approved by the COMPANY prior to its
Any notice or other communication required or permitted hereunder
shall be in writing and shall be deemed given and received on the date
of delivery or on the third (3rd) business day following the day of
mailing of the same, or on the day of transmission by facsimile or other
form of recorded communication service of the same, as the case may
be to the party to be notified at the addresses set forth below:
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If to COMPANY
Malad Link Road, Malad (west),
Mumbai – 400 064,
If to PARTY
or such other address as may be designated by either party by
written notice to the other as hereinabove provided.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
For and behalf of COMPANY For and behalf of PARTY
By: ________________ By:
Title: _______________ Title: ______________________
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