BEFORE DRAFTING THE FOLLOWING POINTS TO BE KEPT IN MIND BY BY P.K.MITTAL P.K.MITTAL B. Com, LLB, FCS ADVOCATE ADVOCATE DELHI HIGH COURT CENTRAL COUNCIL MEMBER – THE INSTITUTE OF COMPANY SECRETARIES OF INDIA. CHIEF ADVISOR : PKMG LAW CHAMBERS Mobile , ,

I.Agreement in restraint of trade Section 27 II.Agreement in restrain of legal proceedings Section-28 III.Agreement void for uncertainty – Section 29. BEFORE DRAFTING OF AGREEMENT THE FOLLOWING POINTS TO BE KEPT IN MIND.

POINTS TO BE KEPT IN MIND WHILE DRAFTING AGREEMENT 1.The Agreement to be typed on non-judicial stamp paper of the value as applicable to the place of execution. 2.The place of execution of Agreement as it determines the cause of action and also the place where legal proceedings would be initiated if disputes arises in future.

3.The date of execution as it determines the period of the validity. 4.The recital to the Agreement contains the averments, representation, warrants and assurances made by the respective parties before entering into Agreement.

5.Relying upon the representations, warrants and assurances, the parties have entered into agreements. 5.Relying upon the representations, warrants and assurances, the parties have entered into agreements. A. In case of immovable property:- (i)The Seller has sole, absolute and un-fettered ownership, right, title and interest in the said property. (ii) The property, which is the subject matter of sale is free from all charges, mortgages, encumbrances, previous agreement t sell, WILL, lispendence.

SUPPLY OF TECHNOLOGY (i)The technology is a state of art and the party has invented the technology and/or validly acquired the same.

SALE OF GOODS The Manufacturer warrants that the product manufactured by the parties would be fuel efficient. The representation about the Dealer/Second Party – (i) that they have big showrooms in all big cities, (ii) workshops/godowns in all big cities,

(iii)already wholesale distributors for other Large companies; (iv) enjoying working capital facilities from leading Banks; (v) has large work force; (vi) would be able to sell the product of a particular Quantity and/or value;

MAIN AGREEMENT STARTS Obligations of the manufacturer A)Product meeting the technical requirements; B)Delivery at the Scheduled dates; C)Quality norms to be maintained;

D)Would update the technology from time to time; E)Would undertake extensive advertisement Campaign for marketing and sale of its product;

Obligation of the Dealer a.The placement of orders of a particular quantity in a month/ quarter; b.Prompt payment as per credit norms; c.Supply of “C” forms/Other Sales Tax Declaration providing after sales service;

d.Sale of product at a price not exceeding the MRP and offering discounts, incentives and bargains as offered by the manufacturer. e.Undertake sales and Advertisement Campaigns ;

Mutual covenants and obligations of the parties. (a)Meaning of default and subsequent follow up action clearly specifying that the decision of the first party; (b).The first Party may at its sole subjective discretion may terminate the agreement and the other party would not be entitled to any compensation. ;

©.The Second Party shall be complying with all the Central/State Laws while selling the product of the Company (specially food items, whose shelf life has expired) (d).Validity of the Agreement and how to be extended. (e)Territory within which the party would be allowed to sell its product.

(f)Termination of the Contract (i) the manufacture of goods on job- work basis where whole plant has been set up at the behest of principal. (ii) Agreement for supply of goods – Refund of Security Deposit. (g) Confidentiality clause; (h)Non-assignment.. ;

(i)Invalidity of a particular clause (j)Resolution of disputes; (i)Conciliation (ii)pre-invocation of meetings/ discussions (iii) appointment of arbitrators.;