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Exhibit 10.25
[GRAPHIC]
Authorized Party /s/ Authorized Party
This Agreement made at Pune this 1st day of September 1998 between Pune Software
Park Private Limited, an existing company within the meaning of the Companies
Act, 1956, having its registered office at A-1, Technology Park, MIDC, Talwade,
Pune 412 114 (herein after referred to as "the Owners") which expression shall
be deemed to include its successors and assigns of the ONE PART and Kanbay
Software (I) Private Limited an existing company within the meaning of the
Companies Act, 1956, having its registered office at A1, Technology Park, MIDC,
Talwade, Pune 412 114 (hereinafter referred to as "the Users') which expression
shall be deemed to include its successor and assigns of the OTHER PART.
WHEREAS the Owners had in accordance with the permission by the Government of
India established a Technology Park for software export through dedicated
Satellite Earth Station out of its facilities at its 100% export oriented unit
established at A-1, Technology Park, MIDC, Talwade, Pune 412114 and had,
accordingly, been operating an Earth Station leased by it from Videsh Sanchar
Nigam Limited (VSNL) in terms of agreement dated 6th September 1989 with the
said VSNL at the aforesaid premises at MIDC, Talwade, Pune 412 114 with effect
from 1st April, 1994 and;
WHEREAS the said Earth Station together with the 64 KBPS Data Communication
Satellite Link installed by the owners was taken over by VSNL with effect from
16th November, 1996 and accordingly the said Earth Station is being operated
maintained and controlled by VSNL from that date and;
WHEREAS as a consequence of the above, the users have a direct arrangement with
VSNL for availing of International private leased line service via the Earth
Station at Talwade as a result of which IPCL rentals are paid directly by the
Users to VSNL with effect from that date and;
/s/ Authorized Party
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WHEREAS the owners have now constructed an additional building known as
Building "B" comprising of separate modules and the users being desirous of
using one such module being Module "B-I" in the basement admeasuring 5,600
sq. ft. have approached the owners and the Owners have agreed to allow the
Users to use the said Module B-I for the purpose of development and export
of Software for a period of six years w. e. f. 1st September, 1998 in
consideration of payment of charges as specified in Schedule I and the
Owners and the Users have agreed on the terms and conditions which are
hereby reduced to writing.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:
1. The Users have agreed with the Owners for the use of Module B-I located in
Building 'B' at A-1, Technology Park, MIDC, Talwade, Pune 412 114 for a
period of Six years commencing from 1st September 1998 and expiring on 31st
August 2004 for the purposes of and to facilitate the carrying on the
business of the users. This may be renewed for such further periods and on
such terms as may be mutually agreed upon.
2. (a) The Users have deposited with the Owners a sum of Rs.6,80,000/- (Rupees
Six Lakh Eighty Thousand Only) as a security for the due fulfilment of the
terms and conditions of the Agreement and also to ensure good conduct,
proper management and regular payment of dues. The said amount will remain
with the Owners free of any interest till the expiration of the period of
this Agreement or termination thereof on account of any breach of the terms
and conditions thereof by the Users.
(b) The Users have paid the Owners a sum of Rs. 10,00,000/- (Rs. Ten Lakh
Only) as Advance charges, which shall be adjusted from the monthly charges
in the first eighteen months as per Schedule I.
3. The Users hereby further agree and undertake to regularly and punctually
pay to the Owners every month an amount as determined as per Schedule I,
commencing with effect from 1st September, 1998 for using the Module B-I
(hereinafter referred to as the "the stipulated amount") owned by the
Owners.
4. The Users agree to pay all dues within 7 days of demand by the Owners. The
time of payment of dues as aforesaid shall be deemed to be the essence of
the contract.
5. The Users shall obtain and maintain at their own expenses all licences or
authorisations such as excise, octroi, sales tax and others, which are
required to be obtained by the Users in respect of the said Facilities and
all such licences will show the name of the Users only as Users. Any
default of the terms and conditions mentioned in such licences or
authorisations shall be to the account of the Users only and the Owners
shall not be responsible thereto.
6. The owners have agreed to provide various other utility services viz:
a) Exclusive use of a Diesel Generating Set
b) Power from MSEB source
c) Water
d) Security
e) Catering / Canteen facilities
f) Garden maintenance
g) Electrical maintenance
h) Plumbing Maintenance
i) Car parking facilities
/s/ Authorized Party
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j) Telephones
k) Fax
l) Photocopying facilities
m) Playground
For the utility provided as per clause (a) above, the Users shall pay a
separate amount as per Schedule II. For all other utilities, the users
shall pay at actuals on demand made by the owners in addition to the
stipulated amount as mentioned in para 3 of this Agreement.
7. The Users hereby agrees and clearly understand that the ownership of the
said module has and shall always remain with the Owners.
8. The Users shall have no right to assign the benefit of this Agreement
without the prior written consent of the Owners. Any consent granted by the
Owners to any assignment of the Agreement shall not be deemed a waiver in
any subsequent case of this Agreement contained against assignment and
shall not absolve the Users in respect of any liability under this
Agreement.
9. The Owners shall be entitled to visit the said module at all times without
any obstruction or objection from the Users or the employees of the users.
10. This Agreement shall not mean or shall not be construed to mean that the
Owners have parted with the module or any part or portion thereof nor that
the Owners have created any right of tenancy or subtenancy or other right
or interest in respect of the said module nor shall the Users claim any
such right or take shelter under the provisions of say Rent Control Act or
any other law for the time being in force.
11. The Users undertake to carry on the said business at their entire risk and
responsibility. The Users shall conduct the said business in accordance
with the rules and regulations of the Government, local authority,
Municipality, Police or any other authority for the time being in force
applicable to the running of the said business as also in accordance with
the terms and conditions of this Agreement . In the event of any default or
breaches on the part of the Users of the provisions thereof they shall be
solely responsible for any claim, demand, costs, charges, penalty and
punishment in respect thereof. And the Users shall indemnify and keep the
Owners in respect thereof provided however that the Owners alone shall be
responsible for payment and discharge of all liabilities accrued and
incurred by the Owners prior to here before and the Owners agree that they
shall continue to remain liable for payment of such liabilities.
12. The Users shall not pledge the credit of the Owners.
13. The Users shall not at any time during the continuance of this Agreement do
any act, deed or thing whereby the said module or any part thereof shall
become encumbered or the rights of the Owners in respect thereof
jeopardized nor shall the Users represent to any third party including the
bankers of the Users or financial bodies or any other authorities concerned
that the Users are the Owners of the said premises in which the Users have
been permitted to carry on the said business nor shall the Users create any
lien or charge whether in favour of any bank or private party or parties or
persons in respect of any goods lying in the said module and belonging to
the Owners nor shall the Users allow any attachment being levied either on
the said module.
/s/ Authorized Party
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14. The Users undertake not to make any structural or other changes or
additions or alterations to the module except with the previous permission
in writing from the Owners, which shall not be unreasonably withheld by the
Owners.
15. The Users shall take good care of the module.
16. The Users undertake to quietly and peacefully vacate the said module
belonging to the Owners on completion of the initial period of the
Agreement or upon its subsequent termination as the case may, without
raising any objection of any nature whatsoever.
17. In the event of the Agreement coming to an end by efflux of time provided
the Users have not committed any breach of the terms of the Agreement and
provided the Users have paid all amounts due to the Owners in accordance
with the terms and conditions hereof, the Owners shall refund to the Users
the said amount deposited under clause 2 (a) here in above without
interest, on the Users handing over possession of the said module.
18. Wherever in this Agreement the consent of the parties is required, such
consents or approval shall not be unreasonably withheld.
19. This agreement is for a fixed period of six years up to 31st August, 2004
and neither the owners nor the users shall be permitted to terminate this
agreement at any time before the said date. In the event the users do
decide to vacate the premises for any reason what so ever before the
aforesaid date, the users shall be liable to make the payment to the owners
of the periodic charges as per schedule I and II of this agreement for the
period up to expiry of the said fixed period of six years. After expiry of
the said period of six years, this agreement will continue to remain in
force on the same or such other terms as may be agreed upon between the
parties, subject to either party having the option to terminate the
agreement after giving the other six months prior notice in writing in that
behalf.
20. The Owners will after a further period of 15 days from the date of vacating
the premises refund to the Users the balance deposit without interest
subject to deduction for amounts due and payable by the Users to the Owners
or such person or persons in connection with this Agreement.
21. The failure of either party to insist upon a strict performance of any of
the terms and conditions of this Agreement or to exercise any option, right
or remedy herein contained, shall not be construed as a waiver or as a
relinquishment for the future of such term, provision, option, right or
remedy but the same shall continue and remain in full force and effect. No
waiver by either party of any term or provision hereof shall be deemed to
have been made unless expressed in writing and signed by such party. In the
event of consent by either party to an assignment of this Agreement, no
further assignments shall be made without the express consent in writing of
such party, unless such assignment may otherwise be made without consent
pursuant to the terms of this Agreement.
22. Save as herein provided if at any time any dispute or differences shall
arise between the parties hereto and / or any persons or person claiming
through or under them respectively whether in connection with any of the
terms and provisions of this Agreement and / or as regards the respective
rights and obligations of the parties hereto and all other matters arising
out of or relating to or touching this Agreement such disputes and
differences shall be referred to the arbitration of two Arbitrators one to
be appointed by each of the parties and the provisions of The Arbitration
and Conciliation Act, 1996, and any statutory modification or re-enactment
thereof shall in that case apply or such arbitration
/s/ Authorized Party
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and the arbitrator or arbitrators or the Umpire that may be appointed under
the provisions of the said Act shall have summary powers. Courts at Pune
alone will have jurisdiction to entertain and try and disputes between the
parties.
23. Any notice required or permitted by this Agreement to be given by the
Owners to the Users shall be in writing and shall be addressed to the Users
at A1, Technology Park, MIDC, Talwade, Pune 412 114 or at such other
address as the Users may from time to time designate to the Owners in
writing. Any notice required or permitted by this Agreement to be given by
the Users to the Owners shall be in writing and shall be addressed to the
Owners at A-1, Technology Park, MIDC, Talwade, Pune 412 114 or at such
other address as the Owners may from time to time designate to the Users in
writing.
24. All other appropriate supplemental Agreements or other instruments
necessary or desirable in order to make this Agreement and each provision
hereof fully and legally effective and binding, or to carry out the intent
and purpose thereof, but not inconsistent with any of the provisions hereof
shall be executed and delivered and all other acts necessary or appropriate
for such purpose shall be duly or effectively executed, done or taken by
the parties hereto.
25. This Agreement together with other writing signed by the parties expressly
stated to be supplemental hereto and together with any instruments to be
executed and delivered pursuant to this Agreement constitutes the entire
Agreement between the parties and supersedes all prior undertakings and
writings and may be changed only by writing signed by the parties hereto.
IN WITNESS THEREOF the Owners and the Users have set and subscribed their hands
and seals the day and year first above written.
FOR PUNE SOFTWARE PARK PVT. LTD.
SIGNED, SEALED AND DELIVERED by the }
withinnamed Pune Software Park Pvt. Ltd. } /s/ Authorized Party
in the presence of Capt. Ravi Raman } DIRECTOR
---------------------
/s/ Ravi Raman
SIGNED, SEALED AND DELIVERED by the } KANBAY SOFTWARE (I) PVT. LTD.
withinnamed Kanbay Software (I) Pvt. Ltd. }
in the presence of UDDHAV PANDIT } /s/ Cyprian D'Souza
--------------------- CYPRIAN D'SOUZA
/s/ Uddhav Pandit Jt. Managing Director
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SCHEDULE I
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MINIMUM CHARGE
PER ANNUM AND
PERIOD PROPORTIONATELY FOR ADJUSTMENT OF
FROM TO PART THEREOF ADVANCE CHARGES NET PAYABLE
RS. RS. RS.
01.09.1998 31.08.1999 18,22,080/- 6,66,667-/- 11,55,413/-
01.09.1999 28.02.2000 9,12,912/- 3,33,333-/- 5,79,579/-
01.03.2000 31.08.2000 10,11,264/- -- 10,11,264/-
01.09.2000 31.08.2001 21,63,720/- -- 21,63,720/-
01.09.2001 31.08.2002 23,12,640/- -- 23,12,640/-
01.09.2002 31.08.2003 24,70,320/- -- 24,70,320/-
01.09.2003 31.08.2004 26,43,984/- -- 26,43,984/-
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SCHEDULE II
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<Caption>
MINIMUM CHARGE
PER ANNUM AND
PROPORTIONATELY FOR
PERIOD PART THEREOF
FROM TO RS.
01.09.1998 31.08.1999 2,71,560/-
01.09.1999 31.08.2000 2,89,872/-
01.09.2000 31.08.2001 3,06,600/-
01.09.2001 31.08.2002 3,32,880/-
01.09.2002 31.08.2003 3,50,400/-
01.09.2003 31.08.2004 3,77,712/-
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FOR PUNE SOFTWARE PARK PVT. LTD. KANBAY SOFTWARE (I) PVT. LTD.
/s/ Authorized Party /s/ Cyprian D'Souza
DIRECTOR CYPRIAN D'SOUZA
Jt. Managing Director