বৃহস্পতিবার, ২২ ডিসেম্বর, ২০২২

Leave and License Agreement format- sotterchaya

Below is a sample Live and License Agreement that will help you negotiate and stay worry free.

LEAVE AND LICENSE AGREEMENT

 

This LEAVE & LICENSE AGREEMENT (herein referred to as the “Agreement”) is made and entered into at Chattogram on this September 16, 2022;

BETWEEN

Martin Company Limited, a company incorporated in Bangladesh under the Companies Act, 1994, having its Registered Office at, Dhaka, Bangladesh, represented by its Managing Director & CEO, hereinafter referred to as the “Licensor” (which expression, unless repugnant to the context shall include its successors-in-interest, assignees, nominees, administrators, officers and legal representatives) of the ONE PART;

AND

M/S Karim Enterprise, a proprietorship firm having its office at, Chittagong, Bangladesh, represented by its Proprietor, Mr. Md. Karim, Son of Late Ziaul Hasan, hereinafter referred to as the “Licensee” (which term shall unless repugnant to the context and contrary to the meaning thereof include his successors-in-interest, legal representatives, executors, administrators and assigns) of the OTHER PART;

 

(The Licensor and the Licensee are herein individually referred to as the “Party” and collectively as the “Parties”)

WHEREAS, the Licensor is entitled to grant license to use scheduled premises, which is more fully described in the Schedule of Licensed Premises below, on leave and license basis (hereinafter referred to as the “Licensed Premises”);

WHEREAS, the Licensor is engaged in the business of logistic services, including but not limited to transportation, clearing and forwarding agency and storing and/or warehousing facility;

WHEREAS, the Licensee is a proprietorship concern having business of importing & trading of food grains, sugar, rice and spices (hereinafter referred to the “Goods”) and is in need of temporary use of Warehouse / Storage Facility for the Goods;

AND WHEREAS, the Licensee proposed the Licensor to allow the Licensee to use the  storing and/or warehousing facility of the Licensed Premises on a temporary Leave and License basis, and the Licensor agreed to provide the same as non-exclusive basis \ under the terms and subject to the conditions set forth in this Agreement; 

 

 

NOW THIS AGREEMENT WITNESSETH AS UNDER GRANT OF LICENSE:

1. The License

1.1 The Licensor hereby permits the Licensee to use the Licensed Premises and hereby agrees to grant the right to use the Licensed Premises to the Licensee on non-transferable basis for storing of the Goods for a period of 24 months (twenty four) from September 1, 2020 to August 31, 2022 (“the License Period”), on the terms and conditions herein contained.

 

1.2 The Licensee undertakes to the Licensor that it shall be exclusively responsible and liable for all acts/ actions of its servants, agents, staff, employees, suppliers, customers and transporter of the Licensee for or in respect of damage, loss, costs, or either harm or injury caused to any property of the Licensor or to any other Licensees of the Licensor, its/their servants, agents, staff, employees, suppliers and customers in the Licensed Premises.

2. License Fee and Payments

2.1 The Licensee shall pay the Licensor a sum of BDT. 20,82,652.00 [45,232sft. X 23.5 taka] (ten lac sixty two thousand nine hundred and fifty two taka only) per month within the 7th day of the ongoing month as license fee (“the License Fee”).

2.2 The Licensee shall pay the Licensor BDT. 31,88,856.00 ( thirty one lac eighty eight thousand eight hundred and fifty six taka only) as advance License Fee (interest-free) for due observance and performance of the terms and conditions of this Agreement. This advance License Fee shall be kept to the Licensor and be refunded to the Licensee upon revocation and/or expiry of the License Period. The advance License Fee shall be reimbursed to the Licensee upon adjustment of the License Fee or any other charge/cost within 30(thirty) days after expiry or revocation of the License under this Agreement.

2.3 If Licensee fails to pay the monthly License Fee for 2 (two) months consecutively, then the Licensor shall have the right to forthwith terminate this Agreement or may grant 10(ten) days’ time to pay the arear License Fee without payment of any compensation for the delay. In case, the Licensee continues to fail to make payment within the granted time line, the Licensee shall peacefully vacate the premises immediately. In such situation the unpaid License Fee shall be adjusted against the advance License Fee stipulated in clause 2.2 of this Agreement.

2.4 The Licensee shall transfer the License Fee to the designated bank account of the Licensor through BEFTN/ NPSB/ Account Payee Cheque.

2.5 All rates mentioned above are exclusive of VAT. The same shall be paid to the GOB and/or add-up by the Licensee with the payment of License fees and the receipt of the same shall be provided to the Licensor; TAX shall be deducted at sources as per applicable rate.

3. Representation, Responsibilities & Obligations of Licensee

3.1 The Licensee shall only use the Licensed Premises for storing the Goods and the Licensee acknowledges that the Licensed Premises cannot be used for any other purpose whatsoever.

3.2 The Licensee shall bear the charges for utilities namely electricity, etc., and shall make payments of these bills on timely basis based on sub-meter reading and submit original copies of paid bills to the Licensor promptly every month as evidence of payments.

3.3 The Licensee shall have to maintain insurance coverage at its own cost for the Goods stored in the Licensed Premises, if necessary.

3.4 It is expressly agreed by and between the Parties that the Licensee shall not assign, transfer or sublicense this Agreement. Further, this Agreement constitutes a non-transferable license to the Licensee.

3.5 The Licensee will not be liable for any charges in respect of the Licensed Premises prior to the abovementioned date of the Agreement.

3.6 The Licensee shall not keep, permit or allow anyone else to use the Licensed Premises, or grant to use and occupy, or sublet, nor shall transfer or assign the benefits of this Agreement to any other person.

3.7 At all times, the legal possession and right to issue license of the Licensed Premises shall remain with the Licensor only; the Licensee shall not claim any title or interest of any nature whatsoever in the Licensed Premises.

3.8 The Licensee shall keep the Licensed Premises in good condition and if any damages, breakages or disrepairs are caused to the Licensed Premises, due to any act or deed or negligence of the Licensee, the Licensee shall be liable to pay the full amount incurred by the Licensor in for repairing or making good such damages, breakages or disrepairs.

3.9 The Licensee shall not cause any nuisance, and shall refrain from doing any act which is objectionable to the Licensor.

3.10 The Licensee shall not carry out any work of a permanent character and/or make any structural alterations or additions to the Licensed Premises.

3.11 The Licensee shall not carry on any illegal business or activities, nor shall he store any combustible, inflammable, offensive or prohibited articles or commodities, or items which could cause damage to the Licensed Premises, and shall strictly observe the rules and regulations of the regulatory authority.

3.12 The Licensee shall permit the Licensor, its agents, surveyors, engineers, architects, workmen, intending purchasers, and all other persons authorized by the Licensor to enter upon the Licensed Premises at any reasonable time in the day, with prior reasonable notification to the Licensee.

 

3.13 The Licensee shall not do or cause to be done, any act or deed, in or about the Licensed Premises that is illegal/ improper/ indecent/ immoral or which may expose the Licensor to any damage/ loss/ harm, due to any legal/ Government's action, or any action by any person(s) so affected.

 

3.14 The Licensee shall take all steps reasonably deemed necessary for protecting the Licensed Premises.

3.15 The Licensee warrants that it shall maintain all external approvals including the governmental, regulatory, import/export permits, and other approvals or authorizations that are required from any authorities for Goods handled under this Agreement.

3.16 The Licensee warrants not to store (or allow any other person to store) any of the following in the Licensed Premises: (a) toxic, explosive, combustible or flammable, corrosive, noxious or dangerous nature or any Goods and / or compressed gases etc., which may possibly cause damage or be detrimental to the Licensed Premises or to other goods stored in the Licensed Premises, or which are classified as dangerous or hazardous goods by any laws or regulations; (b) firearms, explosives, weapons or ammunition; (c) chemicals, radioactive materials, biological agents; toxic waste, asbestos or other potentially hazardous substances; (d) any item that emits fumes, or odours; (e) any illegal contraband item or substances the possession and/or storage of which is prohibited by law; and (f) goods which are environmentally harmful or that are a risk to the property of any person.

 

4. Representations, Responsibilities and Obligations of Licensor

4.1 The Licensor has the right to grant license to use the Licensed Premises, and is not restricted in any manner whatsoever from granting the Licensed Premises on Leave and License basis to the Licensee in the manner contemplated in this Agreement.

 

4.2 The Licensor shall continue to pay all municipal rates, taxes etc. as prevailing on the date of execution of this Agreement.

 

4.3 The Licensor or any other person dealing for / through it shall be responsible for compliance of various statutory laws, as applicable and rules made thereunder. The Licensor further covenants that it shall indemnify and keep the Licensee indemnified against any claims, demand, costs, charges, expenses, losses, whatsoever that may arise on account of any contravention/ breach by the Licensor of any regulations and laws for the time being in force.

 

4.4 The Licensor shall permit the Licensee the use of the Licensed Premises during the period of License herein created without any hindrance/ eviction interruption and/ or disturbance, claim or demand whatsoever by the Licensor, save and except in the event of prior termination or revocation of License under the terms of this Agreement.

5. Indemnification

5.1 The Licensor shall not be responsible or liable for any damage caused to the person or property of the Licensee or his Goods either by fire, rain, flood, dampness, leakage, bursting of water or gas pipes or tubes, electric wires or other installation in or about the Licensed Premises, or by giving way of any portion of or portions of the flooring, wall, roof, ceiling or any other part of the building.

 

5.2 The Licensee hereby agrees to indemnify the Licensor from all claims/ demands/ damages/ actions/ costs/ charges, to which he may be held liable, by reason of any activity/ negligence/ commission/ omission/ non-observance of any terms and conditions of this License, or otherwise by the Licensee or anyone acting for him.

6. Revocation, post-revocation obligations and renewal of License

6.1 Either Party may revoke this License to use of the Licensed Premises by serving 90(ninety) days’ prior written notice to the other party.

 

6.2 The License shall automatically be revoked on completion of the License Period. The Licensee shall not be allowed to access in the Licensed Premises upon expiry of the License Period.

6.3 On the expiry or revocation/ termination of this Agreement, the Licensee shall remove its stored Goods from the Licensed Premises.

6.4 If the Licensee fails to vacate the Licensed Premises to the Licensor on expiry of the period of this Agreement, or on earlier revocation as herein above provided, the Licensee shall have to pay the Licensor a per day License Fee of BDT. 70,864.00 (taka seventy thousand eight hundred and sixty four only) as an enhanced rate of License Fee.

6.5 If the assumed/ incurred Licensee Fee is more than the advance License Fee then the Licensee shall not be able to remove the Goods from the Licensed Premises and those shall be deemed under lien of the Licensor till settlement of the payment. This shall attract the calculation method stipulated in clause 6.4 for excess days.

6.6 Renewal at the end of the Licensed Term shall be at the option of the Parties. In the event, the Licensee intends to exercise its option to renew this Agreement, the Licensee shall give to the Licensor a notice in writing of its intention so to renew this Agreement 90(ninety) days before the expiry of the same. In the event the Licensee has exercised its option to renew this Agreement as specified herein above; the Licensor shall execute a fresh Agreement in favour of the Licensee at the cost and expenses of the Licensee.  All such further / fresh License Agreement transaction shall be completed within thirty (30) days prior expiry of this Agreement.

7. NO OTHER RIGHTS, TENANCY, ETC.

7.1 It is expressly agreed between the Parties that except what is stated herein, the Licensee shall not have any right of whatsoever nature into and upon the Licensed Premises or the area surrounding thereto and it shall not at any time claim any rights of whatsoever nature into and upon the Licensed Premises or the area surrounding thereto.

7.2 Nothing herein contained shall be construed as creating any right, interest, easement, lease, tenancy, sub-tenancy, deemed tenancy or transfer of enjoyment in favour of the Licensee in or over or upon the Licensed Premises (or any part thereof) or transferring any interest therein in favour of the Licensee other than the license granted to the Licensee in accordance with the terms herein contained and the rights of the Licensee under this Agreement and the Licensee agrees and undertakes that no such contention shall be made by the Licensee at any time.

7.3 It is an express intention of the Parties hereto that the Licensor shall be and shall always be deemed to be in exclusive possession and in full charge and control of the Licensed Premises. All times one set of keys (external gates) shall remain with the Licensor. The Licensor shall as stated above at all times by giving reasonable notice to the Licensee shall have full, free and unobstructed entry into the Licensed Premises and only a mere right of user as per this Agreement is given to the Licensee.

8. Severability

In the event that any provision of this Agreement should be found to be invalid or illegal under the applicable law, such provision shall be deemed to be omitted to the extent of such invalidity or illegality, and the other provisions of this Agreement shall remain valid and in force, and shall continue to govern the relationship between the Parties.

9. Notices

All notices required to be served under this Agreement shall be in writing and may be served by personal delivery, email, facsimile or by first class post upon the Parties at their addresses set forth in this Agreement and such notices shall be deemed to have been served if sent by personal delivery, at the time of delivery, if sent by facsimile/ email, upon entire transmission to the then current facsimile number/ email ID of the relevant Party and receipt thereof and if sent by registered post, within 2 (two) business days after posting. For the purposes of sending notices under this agreement the addresses and contacts of the Parties are mentioned herein below.

Licensor:

Attention to Hakim Ul Uzzah, Executive Director

Address, Chittagong, Bangladesh.

Phone: +880 17295030221

Fax: +88 031 615698

Email: uzzah@at.com

 

Licensee:

Attention to: Md. Karim

Phone: +880 018 2080 3899, +880 019 4980 8889

Address: Chittagong

Email: karimrprise88@gmail.com

10.       Force Majeure

If the Licensed Premises is destroyed or becomes uninhabitable due to any cause beyond the reasonable control of the Licensor, including acts of God, i.e., storm, flood, earthquake, acts of public enemy, war or any other cause (except fire), the Licensor shall at the earliest opportunity notify in writing to the Licensee of the occurrence of such circumstances. On the occurrence of the circumstances described in this clause, the License Fee shall be suspended and cease to be payable from the date of destruction or damage until the Licensed Premises rendered fit for occupation and use. In the event that such damage has not been cured within 60(sixty) days, the Licensee shall be entitled to terminate this Agreement forthwith and the Licensor shall return the unadjusted monthly License Fee and advance License Fee within 30(thirty) days from the date of termination, upon the Licensee’s full handing over of the Licensed Premises to the Licensor. In the event of the happening of the circumstances described in this clause, the obligation of the Licensor to perform shall be suspended under the terms of this Agreement to the extent so affected until the cessation of such force majeure.

11.       Governing Law

This Agreements shall be governed by and construed in accordance with the laws of Bangladesh, specifically the Contract Act, 1882, and the Easement Act, 1882.

12.          Dispute Resolution

The parties shall resolve any dispute arising out of or in connection with this Agreement by way of mutual discussion.

13.       Headings

The descriptive words or phrases at the head of the various clauses hereof are inserted only as a convenience and for reference. They are in no way intended to be a part of the Agreement or in no way define, limit or describe the scope or intent of the particular clause to which they refer.

14.       Waivers

No failure or delay by either Party in exercising or enforcing any right, remedy or power herein shall operate as a waiver thereof, nor shall any single or partial exercise or enforcement of any right, remedy or power preclude any further exercise or enforcement thereof or the exercise of enforcement of any other right, remedy or power.

All terms, conditions and obligations under this Agreement shall remain in full force and effect at all times during the term of this Agreement except as otherwise changed or modified by mutual written agreement of the Parties hereto.

15.       Miscellaneous

15.1     The Licensor and the Licensee shall bear and pay all cost and expenses equally by way of stamp duty, registration charges, etc. in respect of this Agreement. Each party shall bear and pay the professional fees of their respective agent’s advocates.

15.2     The Licensee and /or its employees, staff, office bearers etc. shall use the Licensed Premises for storing of Goods at their own risk and the Licensor shall not be responsible or liable for any theft, loss, damage, destruction etc. of any property of the Licensee or any other person or to them in the said Licensed premises or in the said building or for any bodily injury, fatal or otherwise caused to anyone, whatsoever may be the nature of such loss, damage or injury.

15.3     This Agreement may be signed in any number of counterparts, each of which shall constitute one and the same instrument. Any party may enter into this Agreement by signing any such counterpart and each counterpart shall be as valid and effectual as if executed as an original.

Schedule of the Licensed Premises

The Licensed premises shall be for right to use only of covered space of measuring 45,232 sft situated at ATM-1, Chittagong Industrial Park, under Chittagong along with common space for access and exit to the licensed premises, utility facility, external security surveillance including CC Camera coverage for entry and exit.

 

 

IN WITNESS WHEREOF, the Parties hereto have hereunto set and subscribed their respective hands on the day and the year hereinabove stated.

 

 

On behalf of the Licensor                                                    For the Licensee

Mr. Martin S Sigara                                                                Md. Karim

 

Witnesses:

1.

 

2.

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