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Broker Terms and Conditions

BROKER AGREEMENT

 

This broker agreement (“Agreement”) is made and executed at Noida, UP on the date of submission (“Effective Date”)

 

BY AND BETWEEN

 

Prop.Guru Advisors Technology Pvt. Ltd, a company incorporated under the Companies Act, 2013, and having its registered office at H-286, Block H, Greater Noida (hereinafter referred to as the “Company”), which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and permitted legal assigns, of the First Part;

 

And

 

"Broker Name", a [sole proprietorship/partnership firm/company] having its place of business at (insert address) represented by its [sole proprietor/authorized representative] [●insert name], an adult Indian inhabitant, having PAN No. [●] and residing at [●] (hereinafter referred to as the “Broker” which expression shall, unless it be repugnant to the context or meaning thereof, mean and include [its/his] successors and permitted assigns) of the Second Part.

 

The Company and the Broker shall hereinafter be individually referred to as “Party” and collectively as “Parties”.

 

WHEREAS:

 

  1. The Company is inter alia engaged in the business of Real Estate Consultancy (“Business”).

  2. The Broker is engaged in the business of facilitating sale, purchase and renting of various residential and commercial properties in [Meerut].

  3. The Company is desirous of appointing the Broker for the purpose of availing various services relating to renting/leasing/purchasing/selling of the property(ies), and for providing ancillary services with respect to the same (“Services”) to the Company. The Broker has represented to the Company to possess the required expertise and resources to render the Services.

  4. Based upon the representations, warranties and covenants of the Broker, the Company has agreed to engage the Broker to avail the Services in accordance with the terms and conditions set forth herein below.
     

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREINAFTER, THE PARTIES, INTENDING TO BE BOUND LEGALLY, AGREE AS FOLLOWS:

 

DEFINITIONS AND INTERPRETATION

 

  1. Definition

 

“Agreement” shall mean this Agreement along with its Annexures and shall include any subsequent written modifications and amendments thereto mutually agreed to in writing and signed by the Parties;

 

“Business” shall have the meaning ascribed to it under Recital A;

 

“Competitor” shall mean the such other entities/persons who may be engaged in the business similar to the Business;

 

“Force Majeure Event” shall mean fire, flood, earthquake, explosion or other casualty or accident or act of God, war, lockdown and semi-lockdown situation, terrorist act, civil war or other violence, or service interruptions caused by the hosting service, failure or any act by or nature of telecommunications carrier, of the internet backbone, of any internet servers, or any applicable law, order proclamation, regulation, ordinance, demand or requirement of any governmental or regulatory authority and such non-performance, hindrance or delay could not have been prevented by reasonable foresight or precautions (including proper planning and execution of the disaster recovery or business continuity plan) or circumvented through the use of alternate sources, work-around plans or other means;

 

“Intellectual Property Rights” shall mean and include the right(s) in and to Intellectual Property, any other right(s) and all ancillary and underlying rights subsisting under the applicable laws for the full period thereof and all extensions/renewals thereof, and all applications for registration and right to apply for registration in connection with the foregoing;

 

“Intellectual Property” shall mean any and all intellectual and industrial property throughout the world, whether or not now existing and whether or not registered or registrable, owned by a person, or to which any person is entitled by virtue of long established use, such as patent(s), copyright(s) (including rights in the nature of or analogous to copyright), trademark(s) (including their associated names and service marks) or trade secret(s), applicable to: (a) services, processes, specifications, methodologies, procedures and trade secrets; (b) software, tools and machine-readable texts and files; and (c) literary works or other work of authorship, including documentation, reports, drawings (including diagrams, maps, charts, plans), posters, wall papers, screen savers, graphics, designs, logos, slogan, text, artwork, title, audio and/ or video recordings/ clips, scripts and other written documentation, photographs, business names, graphics, computer generated material, computer program/ programmes, tables, compilations, computer databases or other computer generated material, and any and all musical work, dramatic work, artistic work, work in relation to the Company or the Broker;

 

“Platform” shall mean Prop.Guru owned, operated and managed by the Company for the purpose of Business;

 

“Services” shall have the meaning ascribed to it under Recital C;

 

“Term” shall mean the term of the Agreement as defined under Clause 11.1;

 

  1. Interpretation 

 

In this Agreement, unless a contrary intention appears: 

 

  1. Reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the Effective Date) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions;

 

  1. Words denoting the singular shall include the plural and words denoting any gender shall include all genders;

 

  1. Headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information only and shall not form part of the operative provisions of this Agreement or the annexures hereto and shall be ignored in construing the same;

 

  1. References to days, months and years are to calendar days, calendar months and calendar years, respectively;

 

  1. Words “directly or indirectly” mean directly or indirectly through one or more intermediary persons or through contractual or other legal arrangements, and “direct or indirect” have the correlative meanings;

 

  1. Any reference to “writing” shall include printing, typing, lithography, transmissions by facsimile or in electronic form (including e-mail) and other means of reproducing words in visible form;

 

  1. The words “include” and “including” are to be construed without limitation;

 

  1. No provision shall be interpreted in favour of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof; and

 

  1. Any reference to this Agreement or any other document shall include all amendments, changes and/or modifications made to this Agreement or other document, as the case may be, in accordance with the provisions hereof or thereof. The recitals and annexures to this Agreement shall be deemed to form part of this Agreement.

 

SCOPE OF SERVICES

 

  1. The Broker shall be responsible for providing Services as per the specifications agreed between the Parties and as set out in detail at Annexure ‘A’ attached hereto. The Broker shall further provide advisory and other related services with respect to the Services in accordance with the specifications provided by the Company to the Broker from time to time throughout the Term of this Agreement. The Parties shall be responsible for finding prospective tenant(s)/buyer(s)/seller(s)/lessor(s) (as the case may be) in relation the concerned property(ies) of the Company’s customer(s) registered on the Platform, in the manner as may be specified by the Company. The specifications with respect to the concerned property(ies) and/or the conditions to be met by the prospective tenant/buyer shall also be communicated to the Broker by the Company on case-to-case basis or in such manner as may be determined by the Company. 

 

  1. The Broker shall perform its obligations in accordance with the terms of this Agreement and shall in any event:

 

  1. achieve the service levels as may be agreed between the Parties;

 

  1. provide the Services in a timely fashion, with all reasonable care, skill and diligence, in a good, safe and professional manner;

 

  1. co-operate with the Company, its agents and sub-contractors in the provision of the Services;

 

  1. ensure that the Services comply in all respects to their description as agreed between Parties; and

 

  1. In the event the Broker fails to perform in accordance with the specifications provided by the Company, the Company shall provide written notification to the Broker with respect to the same, and the Broker shall ensure appropriate remedial measure at no cost to the Company within the time period provided in the Agreement or mutually agreed to by the Parties in writing. Where the Broker fails to provide such remedy within the stipulated period, so as to render the Services compliant, the Company may at its sole discretion remedy the matter constituting the non-compliance at the Broker’s cost. 

 

COVENANTS AND UNDERTAKINGS OF THE BROKER

 

The Broker hereby covenants and undertakes as follows:

 

  1. The Broker shall be responsible for servicing all the leads/referrals provided by the Company to it and all costs arising from the same shall be borne by the Broker only.

 

  1. The Broker shall service all leads/referrals provided by the Company with due care and skill and in a good, timely, efficient, professional and workmanlike manner and aim to close it profitably.

 

  1. The Broker shall maintain a high standard of integrity, promptitude, transparency and fairness in the conduct of all its business transactions, dealings and communications including in servicing or contacting the leads/references received from the Company.

 

  1. The Broker shall (and shall ensure that its personnel, agents, and affiliates) ensure that any confidential information and/or personal data provided by the Company is at all times protected against loss, destruction and damage, and against unauthorised or accidental access, processing, erasure, transfer, use, modification, disclosure or other misuse, and that the Broker and its personnel, agents, and affiliates deal with such personal data in the manner as required under applicable laws and that they always remain compliant with applicable data protection laws.

 

  1. All proprietary and/or Intellectual Property Rights of any kind worldwide in the services and/or deliverables provided by the Company to the Broker under this Agreement or otherwise including any product / software / technology / hardware / product / design / Intellectual Property, etc., as used by the Company, including all data and/or information including any leads/ references, individual information, information of persons provided by the Company to the Broker shall at all times remain property of and vest solely with the Company and/or its licensors (as the case may be). The Broker shall have no right or license over such services and/or deliverables provided by the Company to the Broker under this Agreement or otherwise including any product / software / technology / hardware / product / design / Intellectual Property, etc., as used by the Company, including all data and/or information including any leads/ references, individual information, information of persons provided by the Company to the Broker and the Broker shall not contact any persons/leads/references provided by the Company or use any data/information provided by the Company for any purpose other than for servicing such persons/leads in relation to the concerned property for which leads/references is provided by the Company as per this Agreement. No lease or assignment of any right shall be construed due to such permission for use of the Intellectual Property, any data shared by the Company to the Broker for achieving the deliverables under this Agreement.

 

  1. The Broker shall not use the trade name, trade logo, trademarks and other forms of intellectual property of the Company for any purposes whatsoever, without obtaining specific prior written consent from the Company. The Parties shall, on earlier termination, or expiry of this Agreement, cease to use such trade name, trade logo, trademarks and other forms of intellectual property and confidential data of the other Party.

 

  1. The Broker shall, if applicable and if intimated by the Company to do so, fortnightly update the Company in writing (emails permitted) on the status of any leads received from the Company until there is a final outcome thereof.

 

  1. The Broker shall, if applicable, intimate the Company in writing (emails permitted) within three (3) days if a successful transaction/servicing of a lead generated by the Company is completed.

 

  1. The Broker agrees to provide in timely manner the relevant information and materials (“Data”) pertaining to the relevant property, as may be required by the Company. The Broker agrees to furnish only accurate, current and complete Data and in any form as requested by the Company and maintain and promptly update the Company at all times in case of any change/amendment to the Data.

 

  1. The Broker has good title to Data shared with the Company and such Data shall be free from viruses and disabling code as well as free from offensive content and does not contain unauthorised links. Making any listing/advertisement of the property by the Broker will not violate any laws, decree, judgment, stipulation, restriction, undertaking or agreement. 

 

  1. The Broker shall not use, or cause to be used, any sensitive personal or confidential information of the Company or any of Company’s clients. The Broker shall not publish, or cause to be published, any material that is threatening, against religion, immoral, political, racial abusive, obscene, derogatory (in any form), defamatory or libelous, discriminatory, racially or ethnically objectionable or contains pornography.

 

  1. The Data or information shared by the Broker with the Company does not infringe third party intellectual property rights (including copyright and trademarks), or any other applicable confidentiality or privacy obligations.

 

  1. The information or Data shared by the Broker is not in contravention to their rights or obligations under any other contracts or agreements.

 

  1. The Broker hereby agrees that it shall render the Services in compliance with all the applicable laws, as may be applicable from time to time. 

 

  1. The Broker shall at all times render the Services as per the best industry standards of quality and highest professional conduct. 

 

INDEMNITY

 

  1. The Broker shall indemnify (“Indemnifying Party”), defend and hold harmless the Company and/or of its associates, personnel, investors, and agents, from any and all claims, demands, actions or threat of action, losses, liabilities, damages and all related costs and expenses arising from or relating to: (i) a  breach or alleged breach of the Indemnifying Party’s obligations, representations, warranties, undertakings and/or the terms of this Agreement; (ii) any act(s) or omission(s) of or by the Indemnifying Party and/or any of their personnel / agents / Affiliates, and (iii) any proceedings initiated by any client of the Company due to the services performed and/or products provided by the Indemnifying Party, as the case may be.

 

FEES AND EXPENSES

 

The terms pertaining to the commercial arrangement between the Parties and the marketing fees and/or any other fees payable by/to the Broker under this Agreement (“Fees”) has been set out at Annexure ‘B’ hereto. 

 

REPRESENTATIONS AND WARRANTIES

 

  1. Representation and warranties of the Parties

 

The Parties hereby represent and warrant that:

 

  1. the Parties have all requisite statutory, regulatory, corporate (as the case may be) power, permission, license, permits, consents, approvals and authority to execute the Agreement, deliver and perform their obligations under this Agreement; 

 

  1. the Parties will comply with all applicable laws and the execution and performance of this Agreement. Each Party undertakes that it does not and will not violate any provision of any existing agreement, law, rule, regulation, any order or judicial pronouncement.; and

 

  1. the Parties shall comply with all of their obligations under, and abide by all provisions of this Agreement as provided herein; and 

 

  1. the representations and warranties provided by the Parties hereunder are true and correct and shall continue to be true and correct during the Term.

 

  1. Representation and warranties of the Broker

 

The Broker hereby represents and warrants that:

 

  1. the Broker has sufficient infrastructure, technological capability and adequately qualified, trained and skilled professionals and expertise to render the Services in accordance with this Agreement;

 

  1. the Broker shall render the Services as per the detailed requirements set out in the Agreement;

 

  1. the Broker has the legal capacity to render the Services and no activity undertaken by the Broker shall infringe any Intellectual Property rights, trade secret or other proprietary rights or rights of publicity or privacy rights of any third party;

 

  1. the Broker hereby, confirms and undertakes that he possesses all licenses and registration, if any, from the necessary authorities required to render the Services.

 

CONFIDENTIALITY

 

  1. The Broker (“Receiving Party”) shall hold in trust and confidence all of the information regarding the Company (“Disclosing Party”) or its business, product, services, technologies, methodologies, functionality, processes and concepts including intellectual property rights, the customer information and data, trade secrets and know how: (i) disclosed by the Disclosing Party, its agents or employees to the Receiving Party; or (ii) obtained from the Disclosing Party or otherwise learned or created as a result of this Agreement, (collectively, the “Confidential Information”). The existence and substance of this Agreement will be considered as a part of the Confidential Information. The Receiving Party must restrict access to the Confidential Information to only such of its employees and contractors who: (i) require such Confidential Information for the purpose of performing the Services; and (ii) have agreed in writing with the Receiving Party to maintain the confidential nature of all information (including that of third parties) received by them in the course of their engagement. The Receiving Party must not use the Confidential Information for any purpose other than to perform the Services, and must protect the Confidential Information against unauthorised use or disclosure with at least the same degree of care as the Receiving Party normally exercises to protect its own information of like character and importance, but in no event less than reasonable care or such higher standard of care as is justified by the facts and circumstances of the disclosure. The Receiving Party must take all reasonable measures including, but not limited to, court proceedings, at its own expense, to restrain its employees or contractors or former employees or contractors from unauthorised disclosure or use of the Confidential Information. 

 

  1. The Confidential Information expressly excludes any information that the Receiving Party can demonstrate: (i) was already known by the Receiving Party; (ii) is obtained by the Receiving Party from a third party lawfully in possession thereof without any obligation of confidentiality; (iii) is or becomes part of the public domain through no fault of the Receiving Party; (iv) is independently ascertained or developed by or for the Receiving Party by its employees or any third party without use of any Confidential Information; or (v) is approved for public release by written authorisation of Disclosing Party.

 

  1. In the event the Receiving Party is required by law, regulation or court order to disclose any of the Confidential Information, the Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to allow Disclosing Party to seek a protective order or other appropriate remedy from the proper authority. The Receiving Party will reasonably co-operate with the Disclosing Party at the Disclosing Party’s cost in seeking such order or other remedy or in defining the scope of any required disclosure.

 

  1. Upon termination of this Agreement, or earlier upon the Disclosing Party’s request, the Receiving Party shall deliver all items containing any Confidential Information to the Disclosing Party or make such other disposition thereof as the Disclosing Party may direct.

 

  1. The Receiving Party shall maintain all materials relating to or containing the Confidential Information in a restricted access area and plainly marked to indicate the secret and confidential nature thereof and to prevent unauthorized use or reproduction thereof.

 

  1. The disclosure of the Confidential Information to the Receiving Party hereunder shall not constitute any option, grant or license to the Receiving Party under any patent or other rights now or hereinafter held by the Disclosing Party, its parents, subsidiaries or other affiliates.

 

  1. The Receiving Party shall ensure that all individuals (Employees and sub-contractors) providing Services under this Agreement will comply with the terms and conditions of Clause 7 and Clause 8 of this Agreement and will provide copies signed by the said individuals in appropriately recognised format (relevant stamp paper) to the Disclosing Party on assignment of the individual to render the Services under this Agreement. In addition to the foregoing, there may be instances where the Receiving Party shall provide information to the Disclosing Party which is confidential to the Receiving Party. Such information shall be marked confidential or proprietary, or will otherwise be generally recognisable as confidential. The Disclosing Party shall undertake and protect such information to the same extent as set forth in this Clause 7.

 

INTELLECTUAL PROPERTY RIGHTS

 

  1. All data, business plans and information, specifications, drawings, or other property of the Company furnished by the Company to the Broker shall remain the exclusive property of the Company. Such property of the Company will be used for no purpose other than the performance of the Services. If requested by the Company, the Broker shall sign and deliver written itemised receipt for all such property and shall be responsible for its safekeeping. Upon termination or expiration of this Agreement, such property shall be immediately returned to the Company. 

 

  1. Upon full payment of the Fees (without any deductions except as required under applicable Law) to the Broker, without further remuneration (except for its out-of-pocket expenses) and whether or not this Agreement is in effect, the Broker shall, at the Company’s request, execute and deliver to the Company any documents and give all reasonable assistance which may be essential or desirable to secure to, assign, and vest in the Company the sole and exclusive right, title, and interest in and to the Work Product.

 

NON-COMPETE, NON-SOLICITATION AND EXCLUSIVITY

 

  1. The Broker hereby agrees and undertakes that, during the Term and for a period of specified below after expiry or termination hereof, it shall not, directly or indirectly, and whether by itself, through a partnership or as a shareholder, joint venture partner, collaborator, consultant, advisor, principal contractor or sub-contractor, trustee, committee member, office bearer or agent or in any other manner whatsoever, whether for profit or otherwise:

 

  1. engage in any business which competes with the whole or any part of Business being carried on or proposed to be carried on by the Company for a period of 12 (twelve) months; and/or

 

  1. approach, solicit or deal with any person/entity that was/is an employee or agent of the Company for a period of 12 (twelve) months.

 

  1. FORCE MAJEURE

 

If and to the extent that a Party’s performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed by reason of a Force Majeure Event, then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations to the extent that they are affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its commercially reasonable efforts to re-commence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. If the period of non-performance exceeds 15 (fifteen) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may give written notice to terminate this Agreement.

 

TERM AND TERMINATION

 

  1. This Agreement shall come into force on the Effective Date, and shall remain valid for a period of 12 (twelve) months or until terminated in accordance with this Agreement (“Term”). The Agreement may be renewed in writing for such further Term as may be mutually determined by the Parties.

 

  1. The Parties hereby agree that this Agreement cannot be terminated for a period of sixty (60) days from the Effective Date (“Lock-In Period”). Following the expiry of the Lock-In Period, any Party may terminate this Agreement at any time for its convenience by giving at least 15 (fifteen) days’ prior written notice to the other Party.

 

  1. The non-defaulting Party may terminate this Agreement in the event that:  (a) the other Party commits a material breach of the Agreement and fails to cure such default to the non-defaulting Party’s reasonable satisfaction within 15 (fifteen) days after receipt of notice; or (b) the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditor’ rights or otherwise ceases to conduct business in the normal course(each event hereinafter referred to as “Default”).

 

  1. Notwithstanding anything to the contrary contained in this Agreement, the Parties understand and agree that:

 

  1. compliance with the terms contained in the Agreement by the Broker are the essence of the Agreement and failure to perform the same will cause irreparable harm and damage to the Company. Therefore, in the event such failure is not cured within the time period stipulated in Clause 11.3 above, the Company reserves the right to immediately terminate this Agreement (without any notice/intimation to the Broker) in the event, the Broker fails to comply with the same.

 

  1. Upon termination of this Agreement in accordance with Clause 11.2 or Clause 11.3 or Clause 11.4 above, all further rights and obligations of the Parties shall cease, except that:

 

  1. any obligations incurred prior to such termination shall remain unaffected; and 

 

  1. both Parties shall be required to immediately return all the Confidential Information and Intellectual Property belonging to the other Party that have been received by such Party during the Term; and

 

MISCELLANEOUS

 

  1. Notices

 

All notices, requests, demands or other communication required or permitted to be given under this Agreement and the provisions contained herein shall be written in English and shall be deemed to be duly sent by registered post, postage prepaid to the other Parties at the address mentioned hereinbelow:

 

If to the Company:

 

Kind attention : Saurav Suman

Address : H-286, Alpha 2, Greater Noida

Email : saurav@prop.guru

 

If to the Broker:

 

Kind attention : [●insert name]

Address : [●insert address]

Email : [●insert email]

 

  1. Governing Law and Jurisdiction

 

This Agreement shall be governed by and construed in accordance with the laws of India without giving effect to principles of conflict of laws thereof, regardless of the place of making or performance. The Parties subject themselves to the exclusive jurisdiction of the courts at Bengaluru.

 

  1. Entire Agreement

 

This Agreement shall constitute the entire Agreement between the Parties hereto relating to the subject matter thereof, and there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided herein. 

 

  1. Waiver

 

The failure of any Party to enforce any term or provision hereof shall not be construed to be waiver of such term or provision and shall in no way affect the right of such Party thereafter to enforce such term or provision or any term or provision hereof.

 

  1. Amendments

 

No modification, amendment or waiver of the terms and conditions of this Agreement shall be valid or binding unless made in writing and duly executed by the Parties.

 

  1. Independent contractor

 

The Parties are independent contractors to each other.  No agency, employment, or partnership is hereby created by and between the Parties. Neither Party shall have authority to act for the other in any manner to create obligations or debts that would be binding upon the other.  Neither Party shall responsible for any obligations nor did expenses of the other except as expressly authorised to be incurred in the performance of this Agreement. 

 

  1. Assignment

 

The Broker shall not assign or sub-contract its rights or obligations under this Agreement without the prior written consent of the Company except in case of event such as acquisition, takeover, merger, amalgamation or demerger. In such event, the assigning Party shall ensure that such third party complies with all the terms of this Agreement.

 

  1. Severability

 

If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, unenforceable or illegal, such provision shall be enforced to the maximum extent possible and the remaining provisions shall remain in full force and effect. 

 

  1. Counterparts

 

This Agreement may be signed in any number of counterparts, each of which is an original and all of which, taken together, constitutes one and the same instrument.


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ANNEXURE A

 

SCOPE OF WORK

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ANNEXURE B

 

COMMERCIAL TERMS


 

  1. The Broker and the Company shall receive 50% each of the total proceeds from the transaction amount pertaining to the relevant property from the prospective tenant/buyer/seller after the concerned property gets rented/sold/purchased pursuant to the services provided by the Broker (“Transaction Amount”) and the Company in accordance with the terms of this Agreement. 

 

  1. The Transaction Amount shall be equally divided between the Broker and the Company and the same shall be their Fees towards the performance of services under this Agreement.

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<<<Signature Page Follows>>> 

 

IN WITNESS WHEREOF, each Party has executed this Agreement (or caused this Agreement to be executed by its duly authorised signatory) on the date first written above. 

 

SIGNED for and on behalf of 

Prop.Guru Advisors Technology

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………………………………
(Digitally Signed)

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SIGNED for and on behalf of 

"Broker"

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…………………………………………
(Digitally Signed)

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