Date:_________

Mr. ______________
__________________
__________________

Subject: Letter of Intent – Lease of premises for opening and operating the
__________________ brand of restaurants entered into between
_________________ as “Lessor” and Devyani International Limited as “Lessee”

Dear Sir/Madam,

Further to our discussion on the subject, we are pleased to enter into this letter of intent (“LOI”).
This LOI records the broad understanding between the Lessor and the Lessee, detailed terms and
conditions of which shall be entered into in a lease deed (“Lease Deed”).

1 Premises Commercial space on the ____________ floor admeasuring

__________, (carpet area: square feet with the dry storage space
of ______ sq. feet) at shop no. –_____________, located at
______________________, as demarcated in the floor plan, set
forth in Schedule 1 (“Premises”).

2 Rent Free Fit out
period
3 Services and Utilities
90 days from the date of handover of Premises by the Lessor for
the purpose of carrying out fit outs by the Lessee (“Fit Out
Period”).
The Lessor shall provide Lessee with the following services and
utilities spaces for the same in the said Premises at no extra cost
as per specification of Lessee:

 Space for Air – Conditioning Outdoor units as per

4 Rent & Escalation
Lessee’s requirement
 Electrical load of ….KWA
 100% power backup for above electric Load
 Dedicated parking for 12-15 bikes Free of Cost.
 Provision for water tanks, drainage, ETP, RO unit, mast/
antenna (on terrace), exhaust and fresh air units, freezer
and chiller outdoor units, gas bank, etc. as per Lessee’s
requirement/ design.
 Permission to install AC, CCTV Camera, telephone /
internet lines, False ceilings, equipments etc. required
for running of restaurant business.
 Lessee shall have direct and uninterrupted access to the
Premises
The Lessee will pay rent of Rs. _________________/- per
month (“Rent”). There shall be an escalation of ______% on the
Rent every three years from the Rent Commencement Date.
5 Security Deposit The Lessee shall pay refundable interest free security deposit of
Rs. _________________/- equivalent to 3(Three) months Rent
(“Deposit”) in the following manner:-.

(i) Within 15 days of Execution of LOI : Rs.

____________/-
(ii) Within 15 days of Execution of Lease Deed : Rs
…………../-
(iii) Within 15 days of registration of the Lease Deed or
handover of possession of the Premises, whichever
is later: Rs. ____________/-

The Lessor will refund the full Deposit simultaneously with

the handing over of the Premises on the expiry of the term
of the lease or termination of the lease period, failing which
the Lessor shall be liable to pay interest at the rate of 24%
per annum on the amount withheld.

6 Insurance The Lessor will keep the building Premises properly insured
against fire, earthquake or any natural disasters during the term
of the lease.
7 CAM: (if applicable)

8 Investment by Lessor will invest a sum of Rs. ________________/- for making

Landlord: civil, electrical, plumbing and other work at the Premises as per
Schedule – II hereto.

9 Rent Commencement Payment of Rent will commence from the first day after the end
of the Fit Out Period or the first day of commencement of
commercial business operations from the Premises by the
Lessee, whichever is Earlier (“Rent Commencement Date”).

10 Term and its renewal The Lease Deed will be for a period of (_______) years
(“Term”). This may renewed further by mutual consent of both
the parities hereto.

11 Electricity and Water The Lessee shall bear the cost of the actual electricity and water
Charges and Load. consumed within the Premises based on a sub-meter provided
by the Lessor on statutory rates.

12 Termination The Lessee shall have a right to terminate the Lease Deed at any
time after giving 3 [three] months notice.

The Lessor shall be entitled to terminate the Lease Deed, only if

the Lessee fails to pay Rent for three consecutive months. In
 such a case the Lessor will serve a written notice of three
months to the Lessee, to pay the outstanding Rent and rectify the
default. However in the event, the Lessee still fails to pay the
outstanding Rent, the Lease Deed may be terminated by the
Lessor by giving three months’ notice. However, it is hereby
agreed that, if at any time before termination of agreement, the
Lessee makes the payment to the Lessor and rectifies the
default, then the said termination notice, shall automatically
stand withdrawn.

13 Signages Adequate signage space for signages of the Lessee shall be

provided by the Lessor at such spaces, as per the Lessee’s
specifications and requirements. It is to be clarified that
approval for the pole signage outside the Premises from the
competent authority shall be obtained by the Lessor only.

14 Taxes All present and future taxes such as property tax, property cess,
municipal tax or any other taxes related to the Premises would
be borne by Lessor.

15 Title Clearance The Lessor shall produce all original documents for inspection
and provide copies of title deeds related to the Premises along
with related papers, licenses, permission and documents and
such other documents as requested by the Lessee, establishing
that the Lessor has a clear and marketable title over the Premises
free from all encumbrances and has legal and physical
possession of the Premises and that the execution of this LOI
and the Lease Deed by the Lessor shall not conflict with any
other agreements or obligations of the Lessor and shall
constitute valid and binding obligations, enforceable against the
Lessor.

16 Stamp duty/ To be borne equally.

Registration charges
17 Miscellaneous  Lessor shall be entitled to use the name “<brand>” in
Lessor’s advertisements, brochures in respect of the
above Premises on receipt of formal approval from the
franchisor of Lessee.
 The Lessee shall be allowed to open a bar serving
alcoholic beverages in the Premises, if permitted by
relevant Government agencies. Licenses for the same
shall be obtained by the Lessee.

18 Documentation The Lease Deed to be mutually agreed at the time of taking

possession and any other documents, ancillary to the Lease
Deed shall also be executed. In case either of the Parties are
 unable to execute the Lease Deed, all advances of Deposit, Rent
and/or any other charges paid by the Lessee to the Lessor are to
be returned to the Lessee unconditionally without any protest,
demure or set off.

19 Sub-lease / The Lessee shall be permitted to sub lease, assign the Premises
Assignment or part thereof, to such entities which are controlled by the
Lessee or promoters of the Lessee.

20. Exclusivity The Lessor shall not offer to any other person, any space in the
Premises or outside the Premises in which space such person
may deal directly or indirectly in a business similar to the
business of the Lessee, including setting up and operating a
pizza restaurant, branded coffee chain, restaurant serving fried
chicken items as its primary menu, restaurant serving south
Indian cuisine. Nor will the Lessor permit any other person to
whom any space in the Premises has already been allocated to
run and conduct its own businesses, the right to start a business
in and around the Premises, which is similar to the business of
the Lessee, either directly or indirectly. In the event, the Lessor
commits a breach of this clause, then in such an event, the
Lessee shall be entitled to reduce the Rent and all other charges
payable by the Lessee, to half of the amounts, as liquidated
damages, during the period of operations of the competitor in
the Premises .

21 Arbitration and Any dispute or difference arising between the parties shall be
Jurisdiction resolved amicably at the first instance. Unresolved disputes,
controversies, contests, disputes, if any shall be submitted to
arbitration to a sole arbitrator to be appointed by mutual consent
of both the parties hereto. The arbitration shall be conducted in
accordance with the provisions of the Arbitration and
Conciliation Act 1996 along with the rules there under and any
amendments thereto. The arbitration shall be conducted in
English. The decision/award of the arbitrator shall be
final/conclusive and binding on the parties. The seat and venue
of the arbitration shall be at New Delhi.

This LOI and the Lease Deed shall be construed, interpreted and
applied in accordance with, and shall be governed by, the laws
applicable in India. The courts at New Delhi shall have the
exclusive jurisdiction to entertain any dispute or suit arising out
of or in relation thereto.

For Devyani International Limited For ___________________________

(Lessee) (Lessor)

Mr. _________________________ Mr. __________________________

Designation: Designation: