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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