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Letter Of Intent (LOI)

1. Name of Building _________________________________
2. Location Store, situated at ______________
_____________________________
3. Intending Conductor _________________________________, a
Company incorporated under the provisions of
Companies Act, 1956, having its registered address
at __________________________________
4. Intending Company __________________________________________
__, a Company incorporated under the provisions
of Companies Act, 1956, having its registered
address at ____________________________
5. Term ________ Years
6. Covered Area (Sq.ft.) An area admeasuring _____________ sq. ft.
(hereinafter referred the “said Premises”) in
Shoppers Stop Store admeasuring _____________
sq. ft. covered area comprised on the
_____________ and
7. Conducting Fee Minimum Guarantee of Rs. _____________/- Per
Month OR Monthly Revenue Share calculated
@_____% of Net Sales (defined hereinafter),
whichever is higher

The Conductor shall be liable to make payment of

the monthly Minimum Guarantee amount, without
demand from the Company, within 3 (three) days of
each calendar month, in advance.
“Net Sales” shall mean all revenue through all
transactions of every kind generated in/from the
said Premises including, sales of all products,
services, online orders (such as gift vouchers etc.)
delivered from the said Premises, any ancillary
services, any income received from advertising,
promotions carried in the said Premises, service
charges, and any other services from the said
Premises, through any mode but excluding
discounts, GST, any other taxes paid as may be
applicable.
For the computation of Revenue Share, the
Conductor shall provide the self-certified Net Sales
statement by 5th (fifth) of the following month for
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the sales done in previous month.

If in any month, the monthly Revenue Share
payable by the Conductor to the Company is higher
than the monthly Minimum Guarantee, then such
surplus amount shall be paid by the Conductor
within a period of 7 (seven) days of the completion
of such month.
In the event the Company requires the Conductor
to integrate its Point of Sales (POS) with the
Company’s system for accurate computation of Net
Sales, both parties shall discuss and arrive at a
mutually agreeable mechanism for POS integration
with Company’s IT platform.
In the event of delay in any payment(s) by the
Conductor beyond their respective due dates,
interest @ 18% per annum on such delayed
payment(s) will be chargeable from the date such
payment(s) were due.
8.
Taxes and Statutory Dues The Conductor shall be solely liable to pay any
applicable taxes, Goods and Services Tax (GST) etc.
along with the surcharges and cess thereon that
may be levied relating to or arising out of the said
Premises being given on conducting basis, including
but not limited to the applicable taxes on
Conducting Fee, HVAC, Water, Electricity charges,
or any other payments as also the GST, and any
additional applicable taxes levied on the business
operations of the Conductor.
9. Price Escalation _____________% after every year on last paid
Conducting Fee and CAM from the Commencement
Date
10. Lock-in Period _______ Years for both parties - Conductor and the
Company

If the Conductor terminates the Agreement earlier

than the expiry of Lock-In Period or if the
Agreement is terminated by the Company in
accordance with the Termination clause herein,
then the Conductor shall be liable to pay the
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Conducting Fee and CAM charges for the unexpired

Lock In Period, and all other charges payable under
the definitive Agreement to the Company.
11. Common Amenities and AHU and access to staff area
Utilities
12. Common Area Rs. _____________/- per month
Maintenance(CAM) Charges
The Conductor shall be liable to make payment of
the CAM charges, without demand from the
Company, within 3 (three) days of each calendar
month, in advance.
13. Handover Date Upon execution of this Letter of Intent
14. Conducting Fee Free Period 30 (thirty) Days Fit-outs 
15. Fit Out Works “Fit-Out Works” means works of renovation,
interior decoration (not amounting to erection of
any permanent structure or resulting in any
structural or permanent changes) which are
necessary for the Conductor to operate its
commercial operations from the said Premises.

The Conductor acknowledges that all access of

labour and material to the said Premises for
carrying out the Fit-Out Works, and execution and
completion of such Fit Out Works shall be in
accordance with the approval of the Company and
as per guidelines of concerned statutory
authorities.

Any electricity, water consumed during the Fit-Out

Works shall be borne and paid by the Conductor to
the Company.

The Conductor shall, at its own cost and expense,

obtain requisite permissions/ approvals, etc. from
the concerned authorities prior to commencement
of Fit Out Works, wherever applicable by law.

The Conductor agrees to indemnify and keep the

Company fully indemnified against any claim/s due
to any injury, disability, (permanent or temporary)
or loss of life to the person claiming through the
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Conductor or the Conductor's employees, work

men, agents, labourers, contractors, sub-
contractors, visitors etc. within and/or outside the
said Premises
16. Interest Free Refundable IFRSD equivalent to _________months’ Minimum
Security Deposit (IFRSD) Guarantee Conducting Fee
17. Automatic Daily Sales The Conductor shall provide an automated mailer
Report through PUSH mechanism to report sales numbers
to the Company.

18. Conducting Fee The Conducting Fee Commencement Date shall be

Commencement Date the date which is earlier of expiry of Conducting Fee
free period from the handover date or
commencement of commercial operations subject
to Conductor obtaining the required Licenses / NOC
to commence operations.
19. Property Taxes The Company agrees that the Conductor shall not
be liable to pay property taxes, municipal taxes or
other taxes by whatever name called levied on said
Premises.
20. Permitted Business of the _____________ in the format and name -
Conductor from the said “______________”
Premises
The Conductor represents that it is the owner of/
entitled to use the intellectual property and is
permitted to exclusively market and sell the
goods/products/services and use the intellectual
property rights of the brand “_____________” for
entire Term.
21. Licenses and statutory The Conductor covenants that it will obtain,
compliance comply with and maintain in full compliance
throughout the total Term, all applicable licenses
and regulatory permissions required (including all
applicable licenses under the relevant Shops and
Establishments Act) and other licenses from various
statutory authorities and to comply with all
applicable laws, statutory rules and regulations, for
carrying out its business in/from the said Premises.
It is clarified that the Company shall have no
liability or responsibility whatsoever in this behalf
including for obtaining any permissions,
maintaining their validity or any prosecution or
ancillary act or penalty whatsoever and the
Conductor shall be solely responsible for obtaining
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the same and maintaining it in good standing at all

times and the Conductor duly indemnifies the
Company in this regard, for any loss, damage, or
injury that may occur to the Company due to any
non-compliance of the Conductor to the terms
mentioned in this clause.
22. Insurance The Conductor covenants that at all times during
the Term, it shall maintain adequate insurance to
cover all contingencies for all property, goods,
merchandise, furniture and fixtures, equipment and
appliances, injury or loss of life, personnel etc. and
where permissible shall name the Company as a
beneficiary of the policies to the extent of damage
caused to the Company’s property. The Conductor
shall also take a public liability insurance policy of
adequate cover as an additional insurance for any
accidents and shall furnish details of such policy to
the Company. The Conductor acknowledges that
under no circumstances will the Company be
responsible or liable for any loss or damage to the
Conductor’s property, goods, merchandise,
furniture and fixtures, equipment and appliances,
personnel etc.

23. Safety The Conductor covenants that at all times it shall be

solely responsible for any loss, damage, death or
injury caused to any property, material or human
life that takes place due to any action, inaction,
mismanagement including but not limited to
accident etc. which has occurred in the said
Premises and/or the Entire Premises and/or the
said Building, whether directly or indirectly in any
manner including by way of fire, smoke, flow of
water, accidents, thefts, inflammable materials,
chemicals and any other materials due to any act of
omission or commission by the Conductor or its
employees, agents or Conductors and agrees and
undertakes to indemnify all the pecuniary and
consequential losses and damages caused to the
Company / affected person(s) and shall keep the
Company harmless and fully indemnified in this
regard.
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24. Miscellaneous The lessor shall provide the required load bearing
capacity to the lessee. The Lessor shall also provide
dedicated earthing pits to the Lessee.
25. Indemnification Both parties hereby agree to indemnify, hold
harmless each other against any direct loss,
damage and/or any claim by the other party
including a third party for any direct damages,
costs, expenses as a result of any claim arising out
of any act of commission or omission of the
defaulting Party.
26. Limitation of Liability Under no circumstances, including for gross
negligence or breach, shall the Company be liable
for any special, indirect or consequential damages,
including, but not limited to, loss of profit, loss of
use, loss of business, loss of revenues, loss of life or
injury or damages to business or reputation of the
Conductor.
27. Confidentiality During the term of discussion, negotiation and/or
association hereunder, either party shall be
exposed to certain information, including but not
limited to information concerning the other party’s
products/services, practices, business strategies,
etc., which are marked as confidential and
proprietary information and not known to the
public (“Confidential Information”). The parties
hereto agree that during the validity of term of this
LOI, it shall not use or disclose whether orally or in
writing to any third party any Confidential
Information without the prior written consent of
the other party. The parties shall ensure not to
disclose any commercial terms of this LOI or
Agreement during the validity of this LOI or
Agreement to any external/third parties.
28. Termination Either Party can terminate the Conducting
Agreement by giving 6 (six) months’ prior written
notice on and post the expiry of the Lock in Period,
without assigning any reasons.

Notwithstanding the Lock-in Period of 3 (three)

years for the Company, the Company shall be
entitled to terminate the definitive Agreement
under the following events:
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(1) breach/default of the terms and conditions

of the definitive Agreement by the
Conductor;
(2) happening of a Force Majeure event;
(3) in the event the Conductor has not made any
payment/s on their respective due dates and
such default continues for a period of 15
(fifteen) days, despite the Company giving a
cure period of 30 (thirty) days;
(4) if the Conductor makes any false
representation or warranty;
(5) if the Conductor undergoes dissolution or;
(6) if the business or the affairs of the Conductor
is wound up;
(7) Receiver being appointed in case of the
Conductor in any proceedings before any
competent court having jurisdiction and the
Conductor has not obtained within 15
(fifteen) days thereof an order staying,
withdrawing or vacating the said
appointment; or
(8) if the Conductor discontinues operations
from the said Premises for consecutive 7
days or more; or
(9) if any notice or order cancelling or
threatening to cancel the license(s) issued
under any applicable law(s) of the said
Premises being issued;
(10) if there is any injunction from any court of
competent jurisdiction operating against the
Conductor to carry on its business from the
said Premises and the Conductor has not
obtained within 15 (fifteen) days thereof an
order staying, withdrawing or vacating the
proceedings / orders passed therein;
(11) any order of attachment being issued by any
competent body or authority or court against
the Conductor or against the said Premises
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and the Conductor has not obtained within

15 (fifteen) days thereof an order staying,
withdrawing or vacating the attachment
orders / proceedings;
(12) any strike or forced closure on account of the
Conductor’s employees;

Notwithstanding anything contained herein or in

the definitive Agreement, in the event that the
Lease Deed executed between the Owner of the
Entire Premises and the Company is terminated
and/or expires and/or becomes null and void, due
to any reason whatsoever, the Term shall forthwith
come to an end.
29. Dispute Resolution Mumbai
30. Jurisdiction Gurgaon
31. Stamp Duty & Registration To Be borne By Conductor
Cost

Both the Parties Company and Conductor represented as stated above here by agree
to the above listed terms and conditions as on this Day ________________ of
Month__________ year 2020 and will enter into a legal binding document on
a pre-agreed date.

Agreed And Accepted By Agreed And Accepted By

____________________________________________
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