Operations agreement

      Operations Agreement for Property

This Operations Agreement (Hereinafter known as the “The Agreement”) is made and executed on at .

Between

having its registered office at , (hereinafter referred to as the Company ), which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART

And

MrMsMrs having permanent address at , bearing PAN No. , (hereinafter referred to as “Operator” which expression shall, unless its repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the OTHER PART. having its registered office at , (hereinafter referred to as the "Operator" ), which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the OTHER PART

WHEREAS, the company owns a (hereinafter referred to as "The Project" ) and desires to contract for operation, maintenance and management of the Project.

WHEREAS, the operator shall provide operation, maintenance and management services for the property mentioned in Schedule 1 and has agreed to provide those service for the Project on the terms and conditions set forth in this Agreement.

WHEREAS:

A).The Party of the One Part and the Other Part believe that collaboration and cooperation between themselves will promote more effective use of each of their resources, and provide each of them with enhanced opportunities.

C). The parties intend to cooperate and focus their efforts on cooperation within the area of

D). Both Parties, being legal entities in themselves, desire to sign this Operations Agreement for advancing their mutual interests.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH IN THIS PROPOSAL, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Scope of the Proposal:

1.1

The Operator agrees that he/she shall:

(i) operate, maintain and manage the Project on behalf of Owner (“Services”) and

(ii) also perform the specific duties set forth in this Agreement if they are not otherwise required by the standards.

1.2

The operator agrees to follow the standards for performance of the services. Operator shall perform the Services required under this Agreement in a prudent, reasonable, and efficient manner and in accordance with

(i).Operating Manuals, the Administrative Procedures Manual and applicable vendor warranties,

(ii) the applicable Annual Project Operating Plan and Annual Budget,

(iii) all applicable Laws,

(iv) Prudent Utility Practices,

(v) the Project Agreements,

(vi) the requirements of any System Operator, and

1.3.

The operator agrees to maintain all standards while allocating personnel for the project. Operator shall provide as reasonably necessary all labor and professional, supervisory and managerial personnel as are required to perform the Services. Such personnel shall be qualified to perform the duties to which they are assigned and shall meet any requirements for Project personnel under the Project Agreements. All individuals employed by Operator to perform the Services shall be employees of Operator, and their working hours, rates of compensation and all other matters relating to their employment shall be determined solely by Operator (subject to Owner's approval rights with respect to the Annual Budget). With respect to labor matters, hiring personnel, and employment policies, Operator shall comply with all applicable Laws. Operator also shall act in a reasonable manner that is consistent with the intent and purpose of this Agreement and with Operator’s acknowledgment (hereby given) that Operator has no authority to enter into any contracts with respect to labor matters that purport to bind or otherwise obligate Owner.

1.4

The Operator agrees to comply with all necessary compliances for conducting business and rendrring service with respect to the project. Operator shall comply with all Laws applicable to the operation, maintenance and management of the Project and the performance of the Services. Operator shall apply for and obtain, and Owner shall assist Operator in applying for and obtaining, all necessary permits, licenses and approvals (and renewals of the same) required to allow Operator to do business or perform the Services in the jurisdictions where the Services are to be performed. Operator shall provide reasonably necessary assistance to Owner, to secure permits, licenses, and approvals (and renewals of the same) that Owner is required to obtain from or file with any governmental agency regarding the Project. Operator also shall file such reports, notices, and other communications as may be required by any governmental agency regarding the Project.

2. Responsibilities of the Operator:

The Company shall conduct its business by following the below mentioned duties and responsibilities. They are as follows:

2.1

The Company agrees to perform the Services required under this Agreement, including those set forth in

(i) Operating Manuals, the Administrative Procedures Manual and applicable vendor warranties,

(ii)the applicable Annual Project Operating Plan and Annual Budget,

(iii) All applicable Laws,

(iv) Prudent Utility Practices,

(v) the Project Agreements,

(vi) Marketing and Branding

(vii) Acquiring Quality Tenants

(viii) Collection of rent from tenants

(ix) Managing the Property According to Standards

(x) Documentation and Verification of Tenants

(xi) Legal Assistance

(xii) Maintenance of Safety and Security

The Company shall use all reasonable efforts to optimize the useful life of the Project and to minimize Reimbursable Costs and Project outages or other unavailability.

2.2

The Company agrees to adhere to reasonably necessary labor and professional, supervisory and managerial personnel as are required to perform the Services. Such personnel shall be qualified to perform the duties to which they are assigned and shall meet any requirements for Project personnel under the Project Agreements. All individuals employed by Company to perform the Services shall be employees of Company, and their working hours, rates of compensation and all other matters relating to their employment shall be determined solely by Company.

2.3

The Company shall with respect to labor matters, hiring personnel, and employment policies, shall comply with all applicable Laws. The Company also shall act in a reasonable manner that is consistent with the intent and purpose of this Agreement.

2.4

The Company agrees to maintain the Project operating logs, records, and reports that document the operation and maintenance of the Project, all in form and substance sufficient to meet Owner's reporting requirements under the Project Agreements. The Company shall maintain current revisions of drawings, specifications, lists, clarifications and other materials related to operation and maintenance of the Project provided to the Company by Owner and vendors. The Company shall provide Owner reasonably necessary assistance in connection with Owner's compliance with reporting requirements under the Project Agreements, applicable Laws or any other agreement to which Owner is a party relating to the Project. Such assistance shall include providing reports, records, logs and other information that the Owner may reasonably request as to the Project or its operation.

3. Responsibilities of the Property Owner:

The property owner shall extend their assistance for conducting of business and agrees to do the following:

3.1

The Company shall comply with all Laws applicable to the operation, maintenance and management of the Project and the performance of the Services. Company shall apply for and obtain, and Owner shall assist Company in applying for and obtaining, all necessary permits, licenses and approvals (and renewals of the same) required to allow Company to do business or perform the Services in the jurisdictions where the Services are to be performed. Company shall provide reasonably necessary assistance to Owner, to secure permits, licenses, and approvals (and renewals of the same) that Owner is required to obtain from or file with any governmental agency regarding the Project. Company also shall file such reports, notices, and other communications as may be required by any governmental agency regarding the Project.

3.2

The property owner shall assist the Company in fulfilling its obligations and shall give ascent to and execute POA, Operations Agreement, Lease Deed or any other similar documents after the execution of this proposal agreement.

4. Financial Implications:

4.1.

Both Parties will confide in the payment scheme mentioned in Schedule 2 attached to this Proposal. All required details and all the discussed payment margins must also be included in this annexure. Schedule 2 will become binding on the parties after the signing of this Proposal.

4.2.

Both Parties agree to the Terms and Conditions laid down in Schedule 3 . If parties require to update any terms and conditions in Schedule 3 , they may do so before signing the Proposal. Schedule 3 will become binding on the parties after the signing of the Proposal under Indian laws.

5. Intellectual Property:

5. 1.

Both Parties agree all information shared through online communication such as email, SMS, etc., through post or personally between the company and the institution must be kept confidential.

5.2.

Nothing contained in this Proposal, shall by express grant, implication, estoppel or otherwise, create in other party any right, title, interest or license, in or to the intellectual property (The business model, or any other confidential information) of the other Party.

6. Validity:

6.1.

The parties agree to the time period until which this agreement will be in effect. This agreement shall commence from and ends on .

6.2.

This agreement will be valid till the date mentioned in clause (6.1). Both parties must either agree to renew the agreement or Terminate the contract completely. A minimum of 90 days or equivalent to 1 month must be given as a notice period before performing either act (Renewal or Termination).

6.3
‎

Both Parties agree that the validity of this agreement will be in force until and unless a new agreement has been created that supersedes this arrangement.

7. Termination:

Both the parties' reserves the right to terminate this contract at any point of time during the tenure of contract in case of any kind of misunderstanding, with a prior notice of 6 months.

8. Relationship Between The Parties:

It is expressly agreed that First Party and Second Party are acting under this operations agreement as independent entities, and the relationship established under this Operations Agreement shall not be construed as a partnership. Neither Party is authorized to use the other Party’s name in any way, to make any representations or create any obligation or liability, expressed or implied, on behalf of the other party, without the prior written consent of the other Party. Neither Party shall have, nor represent itself as having, any authority under the terms of this Operations Agreement to make agreements of any kind in the name of or binding upon the other Party, to pledge the other Party’s credit, or to extend credit, or to extend credit on behalf of the other Party.

9. Supersedes Other Agreements:

This Agreement supersedes and is in lieu of any and all other arrangements between both parties.

10. Amendments:

Any amendment to this Agreement shall be made in writing and signed by the Parties hereto. Each and every amendment to this document must be made with the mutual consent of both parties.

11. Enforceability:

If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable. All non-enforceable or invalid parts of this document must be rectified through a discussion by both parties.

12. Force Majeure:

If at any time during the continuance of this contract either party is unable to perform in whole or in part any obligation under this contract because of war, hostility, strikes, lock outs, fire, floods, explosion, epidemic quarantine restrictions, act of God and acts of Govt. including but not restricted to prohibition of imports, the date of fulfillment engagement shall be postponed during the time when such circumstances are operative, the affected party shall give the notice within days of the occurrence of such a clause will be given.

13. Construction:

This Agreement shall be construed and interpreted in accordance with the internal laws of India.

This Proposal shall be legally binding on both parties after signing of these documents governed under India Laws. Disputes, if any, shall be resolved amicably, otherwise resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The language for conducting the session will be in English. The Arbitration session will be conducted at the registered office of .

IN WITNESS WHEREOF the parties have duly affixed their signatures under hand and seal on this .

In the presence of witnesses….

Schedule 1

ALL THAT piece and parcel of , i.e;

East by:

West by:

North by:

South by:

      SCHEDULE 2

Payment Scheme:

SCHEDULE 3

Terms and conditions: