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VRS Infratech

MEMORANDUM OF UNDERSTANDING

This agreement is made and executed on 30/08/2021 at Pune

BETWEEN,

Builder Firm, through,


Authorized Name,
Email-id: [email protected]
Having office at: ABC

HEREINAFTER referred to as Party 1 (which expression shall mean and include the Party 1
above named and also their respective heirs, successors, assigns, executors and
administrators)

AND

VRS Infratech, through,


Mr. Raushan Kumar Singh,
Email-id: [email protected]
Having office at: ABC

HEREINAFTER referred to as Party 2 (which expression shall mean and include the Party 2
above named and also their respective heirs, successors, assigns, executors and
administrators)

WHEREAS Party 1 works within the real estate development business and is/are desirous of
selling some units within their real estate projects "SONIGARA PRESIDENCY" (hereinafter
referred to as "Assignment Projects") bearing RERA project registration nos.: P52100019628
located at Plot Bearing / CTS / Survey / Final Plot No.: 97/1A/1A/1 P at Pimpri Chinchwad
(M Corp.), Haveli, Pune, 412101; through Party 2

AND WHEREAS the Party 2 works within the real estate consulting business and has accepted
the assignment of selling the units within the Assignment Projects

AND WHEREAS both the parties have consented to writing the agreed terms and conditions in
this Memorandum of Understanding which is prepared by them

In this Memorandum, unless the context otherwise requires, "leads generated" means potential
customers who approach Party 2 to consult them to buy a residential unit(s)
VRS Infratech

NOW THEREFORE IT IS HEREBY AGREED TO, DECLARED AND RECORDED BY AND


BETWEEN THE PARTIES HERETO AS FOLLOWS: -
1 Promotion of the project
A) Party 1 allows Party 2 to market/promote/advertise the Assignment Projects
B) This marketing/promotion/advertisement could be on any of the following mediums:
a. Internet
b. Radio
c. Hoardings
d. Newspaper
The marketing/promotion/advertisement carried out under this contract would be
hereinafter referred to "Assignment Marketing"

C) Party 2 will seek prior approval of Party 1 before commencing any


marketing/promotional/advertising activity for the Assignment Project. D) Party 1 will bear
the expenses related to marketing/promotions.

2 Rights, Role and Responsibilities


A) Party 2 is allowed to create their own digital landing pages to redirect the leads clicking
on any of their digital ads for the Assignment Projects. This landing page will be used by
Party 2 for the duration approved by Party 1.
B) Party 2 is also allowed to use the corporate logo, project logo and other such
material/marketing collateral belonging to Party 1 subject to the approval of the same by
Party 1.
C) All the leads generated through Channel Partners, Direct walk-ins and through the
marketing/promotion/advertising by Party 2 for the "Assignment Project" throughout the
duration of this contract will be handled by the representatives of Party 2. The brokerage
calculation would be made as per clause 3.
D) Party 1 will have complete ownership of the leads generated for the 'Assignment Project'
throughout the duration of this contract.
E) Party 2 will consult Party 1 and follow their sales process to facilitate the transactions.
F) Party 2 is allowed to use their logo/voice-or-video-mentions (as applicable on mediums
such as radio, etc.) on the promotional materials for the "Assignment Projects"
G) Before closing any transaction at "Assignment Projects" Party 2 will seek prior approval
from Party 1 in the format mentioned in the Annexure A.
H) The duration of this MOU will be from 1 March 2021 to 31 March 2022.

3 Brokerage calculation and payment


Party 1 agrees to pay the brokerage for the units sold in the "Assignment Project" throughout
the duration of this contract in the following manner:
a) For all units sold throughout the duration of this MOU:
On all the units sold within the duration of this contract, Party 1 is liable to pay
brokerage at 2% of the Basic Cost (Derived by subtracting the Infrastructure Cost from
the Agreement Cost of the unit) to Party 2. GST as applicable under the relevant laws
will also be added to the brokerage amount to be invoiced to Party 1 by Party 2. Unit
sold by Party 1 (Management) through reference within the duration of the MOU, Party
VRS Infratech
1 is liable to pay 1% of the Basic cost (Derived by subtracting the Infrastructure Cost
from the Agreement Cost of the unit) to Party 2. GST as applicable under the relevant
laws will also be added to the brokerage amount to be invoiced to Party 1 by Party 2

Any customer who buys a unit within 'Assignment Projects' during the validity of this MOU will be
said to be sourced by Party 2.
Any invoice sent by Party 2 to Party 1 will be paid within 30 days of invoice submission to Party
1. The invoice could be submitted by Party 2 to Party 1 only after the buyer of the unit
completes the registration of the agreement of the particular unit and after the release of 1 st
disbursement against the purchase.

Any delay in payment by Party 1 to Party 2 beyond 30 days from the date of invoice for any
invoice will attract an interest penalty of 12% p.a. on the due amount for the applicable no. of
days.
All units sold through Party 2 at 'Assignment Projects' will be acknowledged by Party 1 through
Annexure A filled for every unit.

4 Other commitments
A) Party 2 agrees to have a dedicated team of trained consultants (sales team) who will be
present at the Assignment Projects site from 10:30 am to 6:30 pm
B) Party 2 has proposed a marketing expenditure of 1.5% of the summation of the Basic
Costs of all the units, available at the time of signing this MOU for achieving sales within
the "Assignment Projects". Both the parties agree that upon mutual discussion, they may
increase the assigned marketing budget based on market factors. This is a proposed
figure and both the parties agree that it is subjected to prevalent market conditions,
which may cause deviation in this figure.
C) Party 2 has proposed a Channel Partner brokerage provision of 2% of Basic Cost (such
that 2% of the summation of the Basic Costs of all the units, available at the time of
signing this MOU, is provisioned for Channel Partner brokerages within the "Assignment
Projects". Both the parties agree that upon mutual discussion, they may increase the
assigned Channel Partner brokerage budget based on market factors. This is a proposed
figure and both the parties agree that it is subjected to prevalent market conditions,
which may cause deviation in this figure.
D) Party 1 agrees to deploy 1 at least 1 resource from their sales function at the Assignment
Project to assist representatives from Party 2
E) The bottom salable area rate 'R' on Basic Cost (such that salable area x R = Basic cost),
mutually agreed upon by both the parties for the sales of the units within the 'Assignment
Projects' is Rs. 4,786 psf on average salable area. This rate also includes the marketing
and sales cost (including brokerage to be paid to other Channel Partners and/or Party 2)
to be incurred by the developer and won't be charged over and above the agreed rate to
the customer.
F) The minimum average rate of Rs. 4,786 psf mentioned in clause [4.E] includes

a. Channel Partner brokerage cost of 2% of Basic Cost (such that 2% of the


summation of the Basic Costs of all the units, available at the time of signing this
MOU, is provisioned for Channel Partner brokerages as mentioned in clause
[4.C])
b. Dwello brokerage cost of 2% of Basic Cost, as mentioned in clause [3]
VRS Infratech
c. Marketing cost of 1.5% of Basic Cost, as mentioned in clause [4.BJ

5 EXIT CLAUSE
Either of the parties can terminate/exit the MOU by giving the other party a written notice
of 10 days, with immediate effect thereof and immediately on the termination thereof.
The payments that are due to both the parties as mentioned below will still be honoured
and fulfilled by both the parties.

d. Payment of brokerage that is due, as per clause [3]


e. Payment of brokerage that will become due to the Party 1 as a result of purchase of units
by the buyers from the 'Potential List' (those who have enquired with the Party 2 for the
"Assignment Projects"), as per clause [3]. The 'Potential List' will be submitted to Party 1
and will be mutually agreed upon by both the parties.

6 DISPUTE RESOLUTION AND ARBITRATION CLAUSE


In the event of any dispute or difference between the Parties in respect of this Agreement
the violation of any provision of this Agreement or the rights, duties/responsibilities or
liabilities of the Parties hereto under this Agreement, the same shall be amicably settled
through mutual discussions failing which the same shall be referred to arbitration under the
provisions of Arbitration & Conciliation Act, 1996 or any statutory
amendments/modification thereof for the time being in force failing which one of the party
can take a legal action on the other party. The arbitration proceeding shall be held at the
office of either party whose decision shall be binding on both the parties.
The High Court of Maharashtra at Mumbai alone shall have exclusive jurisdiction. Both the
parties have read and understood the above terms and conditions thoroughly and
thereafter have put their hand in presence of witnesses below this Memorandum which is
binding on both the parties.

Place: Pune

Date: 30th Aug 2021

Acknowledgement from PARTY 1

Acknowledgement from PARTY 2


VRS Infratech

Annexure A

Deal confirmation form

Name of the customer

Phone no.

Email id

Project name

Unit no.

Carpet area

Agreement Cost

Total Cost (all-inclusive cost)

Brokerage %

Brokerage applicable on amount

Agreed payment terms

Acknowledgement ro

Acknowledgement(Signature and Name)

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