Master Article of Agreement Format

Adobe Systems Inco

This Master Articles Of Agreement (the Agreement/Contract) made on

____________ at Bengaluru, India.

BETWEEN

M/s. Adobe Systems India Pvt. Ltd., having its registered office at Level -2,
Elegance Building, Campus 217, Mathura Road, Jasola District Complex,
Jasola, New Delhi-110025, hereinafter called Owner, (which expression
shall, unless it be repugnant to the context or meaning thereof, mean and
include its successors and assigns) of THE FIRST PART

AND

M/s. _________________________, having its registered office at

_______________________________________, India, hereinafter called the
Contractor (which expression shall, unless it be repugnant to the context
or meaning thereof, mean and include its successors) of THE SECOND PART.

WHEREAS Owner is desirous of getting the _____________________ (a brief

description of the Work is set forth on Schedule 1 attached hereto)
(hereinafter called the Work) for its upcoming office building at Adobe
Towers, Block A, Prestige Platina Tech Park, Kadubeesanahalli Village, Varthur
Hobli, Bengaluru (hereinafter called the Site) for which the Tender dated
________________________ (hereinafter called Tender which expression shall
include all the documents shared with Contractor during the tendering
process) is being issued to ensure well managed, timely and efficient
completion of the Work and to have the highest quality standards for all
aspects of the Work. The Completion of Work at Site in terms of Contract
Documents is hereinafter referred to as the Project.

AND WHEREAS the Contractor has satisfied himself before tendering as to

the correctness and sufficiency of his Tender and that his tendered rates and
prices shall cover all his obligations under the Contract Documents and all

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 Master Article of Agreement Format

matters and things necessary for the proper execution and maintenance of
the Works.

AND WHEREAS the Contractor after going through the Tender has offered to
carry out the Work as per the requirements of Owner, including the fitness,
delivery, installation and warranties along with overall responsibility for
materials used in the Work that may be ordered directly by Owner from
Original Equipment Manufacturers (the Owner Direct Order Materials), in
terms of Contract Documents under the supervision of the Owner, Owners
representatives, Architect, and Project Manager in a spirit of coordination,
cooperation and team work and Owner has agreed to award the work to the
Contractor on certain considerations (sufficiency of which is duly
acknowledged), terms & conditions to which the parties are desirous of
recording herein.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY

AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. Owner and the Contractor agree that Contract Documents and

attached hereto along with others as in List of Annexures:-
A. All the Tender Documents annexed hereto as Annexure A;
B. Schedule of Fiscal Aspect annexed hereto as Annexure B;
C. List of Drawings annexed hereto as Annexure C;
D. Bill of Quantities with Unit Rates annexed hereto as Annexure
D;
E. Technical Specification annexed hereto as Annexure E;
F. Special Conditions of Contract annexed hereto as Annexure F;
G. General Conditions of Contract annexed hereto as Annexure G;
H. Bank Guarantee format annexed hereto as Annexure H;
I. List of Approved makes annexed hereto as Annexure I;
J. Payment Terms for the Items in BOQ directly Ordered by
Owner annexed hereto as Annexure J

shall form an integral part of this Agreement. For the consideration

hereinafter mentioned, the Contractor shall, upon and subject to the
Contract Documents annexed hereto carry out the Work to entire
satisfaction of the Owner and shall not vary or deviate from the
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 Master Article of Agreement Format

plans and specifications detailed in Contract Documents without the

express written consent of the Owner.

2. In consideration of the Contractor carrying out the item rate

Work , Owner shall pay to the Contractor a sum towards cost not
limited to material (other than the cost of the Owner Director Order
Materials), Labour and all warranties & responsibility thereto, not
exceeding INR ___________________________ (INR
_____________________ Only), inclusive of all applicable taxes &
duties, as per the payment terms given below for Work to be
carried out (hereinafter referred to as the Contract Sum).

The present engagement is an Item Rate Contract. The Contract

Sum to be payable to the Contractor shall be determined by
applying the Item Rates in the Bill of Quantities with Unit Rates
attached hereto as Annexure D. The Owner Direct Order Material
Cost payable to the respective OEMs shall be determined by
applying the Item Rates in the Bill of Quantities with Unit Rates
attached hereto as Annexure J. Any possible variation to the Bills
of Quantities set forth in Annexure D and J, and therefore any
variation to the Base Cost and Direct Order Material Cost, shall
only be as per due procedure for Change Order as detailed under
Clause 61 (Change Orders) of the General Condition of Contract as
annexed here to as Annexure B.

Payment Terms:-

(a). Owner Direct Order Material Cost

The Owner Direct Order Material Cost shall be paid by Owner to

the respective OEMs pursuant to the payment terms set forth in
Annexure J.

(b). Payment Terms

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 Master Article of Agreement Format

10% of Contract Price as recoverable

mobilization advance against Bank guarantee
as per owners approved format; (the Advance
shall be adjusted at appropriate percentage to
be decided by the Adobe, and the same shall
be recovered on or before completion of 80 %
of the Work in terms of the Contract);
60% of Item Rates against prorate delivery of
material at Site.
20% against prorate installation in terms of
the Contract and as required.
10% after successful testing & commissioning
in terms of the Contract and as required.
10% after Virtual Completion.

(c). Retention Money Deduction

Each and every Bill/invoices (except for any Bill/invoices

payable by Owner for Owner Direct Order Material) shall be
subject to 5 (five) % retention to be held by Owner. Such cash
retention can be released to Contractor after a period of
24(Twenty Four) months after Virtual Completion in terms of the
Agreement.

(d). All the payments to be made by Owner shall be made after

deduction of any applicable taxes deductible at source
including but not limited to taxes deductible under Income-tax
Act, 1961, Works Contract Tax (WCT) and like etc.

(e). It is also agreed that over and above the Contract Sum, the
cost towards the Bank Guarantees required in terms of the
Contract Documents to due satisfaction of Owner, shall be
reimbursed to the Contractor upon submission of necessary proof
of the same to Owner. Any reimbursement under this clause shall
be only subject to taxes as applicable. These Bank Guarantees
need to be in the format as shared by the Owner and shall be
irrevocable by Contractor and Owner shall be at liberty to revoke
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 Master Article of Agreement Format

the same in terms of the Bank Guarantee. However, if, the Work
is not completed by Contractor as per agreed milestones and the
milestones get extended for reasons attributable to Contractor,
than any cost for further extension of Bank Guarantees due to
the same shall be on account of Contractor only.

(f). The basic and concise Commercial understanding, obligations

and responsibility of Parties has been described in Schedule of
Fiscal Aspect annexed hereto as Annexure B.

(g). The Contractor shall give, within fifteen days from execution of
the Agreement, a Performance Bank Guarantee of 5 % of
Contract Sum valid up to end of Defect liability Period plus 90
days, as per approved format of Bank Guarantee as attached
herewith as Annexure H.

3. The quantities of pay items shall be measured net after installation

in accordance with the units of measurements indicated against
each item irrespective of any local custom or practice to the
contrary. The Contractor has allowed for all wastage and additional
costs, if any, in his prices.

4. The Contractor is full aware and acknowledges that the detailed

drawings and item descriptions in the Bill of Quantities are not
exhaustive. They are indicative of the general design intent. The
Contract Sum is inclusive of all components and finishes required to
achieve the design intent of each individual item and for co-
ordination of details for inter-related items.

5. Contractor shall provide comprehensive warranty as per Special

Conditions of Contract annexure hereto as Annexure F and wherein
not specifically mention the Comprehensive Warranty shall be till
the end of Defect Liability Period.

6. The Contractor has scrutinized all Drawings, Bill of Quantities,

Specifications and General & Special Conditions of Contract and has
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 Master Article of Agreement Format

visited the Site to co-relate the drawings and design intent to the
Site conditions and Contractor confirms that his prices included in
the Bill of Quantities with Unit Rates have been determined on the
basis of such scrutiny of the documents and Site conditions and fully
understands that there shall be absolutely no scope for any
escalation in the price for any reason whatsoever . The Contract
Sum shall be final and no escalation for any reason whatsoever shall
be subsequently allowed in the cost of materials, labour and all
other relevant cost factors, unless as provided herein.

7. The Owner reserves to himself the right of altering the drawings and
nature of the Work by adding to or omitting any items of Work from
the Contract. The decision of the Owner in reference to any matters
pertaining to the material, workmanship or account shall be final
and binding.

8. The Contract Sum for the Work quoted and agreed herein include all
those costs actually, reasonably and necessarily incurred by
Contractor in the proper performance of the Work, including. but not
limited to:-

A. Application, permit, license, and testing fees required to

commence and perform the Work, with the exception of
testing fees related to defective or non-conforming
Work;
B. All material, manpower and infrastructure required to
execute the Work, whether indicated or not in drawings
and / or item description in the Bill of Quantities;
C. Amounts due to all Sub-Contractors under subcontracts
related to the performance of the Work;
D. Losses, expenses, damages and costs reasonably
sustained or incurred by Contractor in connection with
the Work, including rebuilding or restoring the Work,
when not compensated by insurance or otherwise and
when not caused by the negligence or non-performance
of Contractor, any Subcontractor or any of their

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 Master Article of Agreement Format

respective supervisory, security, administrative,

managerial or other personnel;
E. Rental charges of all machinery and equipment, or
others, including installations, repairs and replacements,
dismantling, removal, and costs of lubrication,
transportation and delivery thereof.
F. Costs of insurance policies required in terms of Contract
Documents and any other incidental expenses.

9. The Contract Sum quoted are inclusive of all applicable Taxes and
statutory approvals and not restricted to Central, State, Local and /
or other taxes, duties, cess, levies, etc., applicable and / or notified
on the date of signing the Contract. The Contractor and they alone,
shall be liable and responsible for payment of all taxes relating to
the Work, however, any future increase in Taxes shall be on account
of the Owner. All the Payment to be made to the Contactor shall be
subject to tax deduction at source. The Contractor has done the
necessary due diligence on methodology & laid down procedure on
tax, duties, cess etc., as may be levied on the sum payable under
the present engagement and no change/escalation in the same shall
be entertained except in case of increase in rate of taxes, duties,
cess etc., by the statutory authority.

10. The Work under this Contract is to be implemented under certain

structures and controls such as working hours, cleanliness,
aesthetics, security requirements, noise pollution, LEED
requirements etc. which are detailed in General Conditions of
Contract and Special Conditions of Contract attached hereto. The
effect of these upon prices has been taken into account by
Contractor.

11. The Period of Final Measurement and Valuation shall be forty five
days from the day of handing over/Virtual Completion.

12. The Date of Commencement of the work shall be from 7 days from
signing of this Contract in accordance with the provisions of the
Contract Documents.
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 Master Article of Agreement Format

13. That the Contractors representatives shall remain at the Site

during the entire execution of the Work, co-ordinate and supervise
the Work and be responsible for the day-to-day execution of the
Work. The Contractor shall provide appropriate space for the Site
Office at the Site for co-ordination of supervision of Work by Owner,
Project Manager & Architects and any of their representatives.

14. That the Contractor shall at all the time during the execution of
Work maintain the adequate number of skilled, unskilled, labour
staff to perform its obligations. The site team of the Contractor shall
comprise of but not limited to one project manager, suitable team of
experienced engineers, supervisors and support team. Non-
availability of the required manpower and justification of lesser
manpower shall not be acceptable and shall result in serious default
of the conditions of this Agreement. The manpower committed shall
not be changed or withdrawn without the prior written approval of
the Owner/Project Manager.

15. The Contractor hereby agrees to indemnify the Owner in the event
of an accident, injury or death of any of the personnel
employed/engaged by the Contractor for the execution of the Work.
The Contractor shall arrange to take up a policy covering the
Contractor's liability under the Workmen's Compensation Act, 1923,
Minimum Wages Act, 1948, Contract Labour (Regulation and
Abolition) Act, 1970 and other relevant labour legislations, which
covers the Work to be performed. Such policy shall be operative till
the completion of the Project. Copy of the policy shall be provided
by the Contractor to the Owner and the Project Manager within one
week from the date of execution of Present. In the event of any
accident covered by this Policy, the Contractor shall forthwith pay
compensation to the employees and other parties without waiting
for payment due to be received by the Contractor from the
insurers/underwriters.

16. The Contractor shall arrange to take up the required insurance

policy as detailed in Clause 36 of General Terms of Contract

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 Master Article of Agreement Format

including the Contractors All Risks (Construction of Office Building)

Policy that shall cover burglary, fire and allied perils, marine-cum-
erection risks, including risks during transit, storage at the Site,
erection, commissioning and testing at the Site, and third party
liability, till the completion of the Project.

17. The documentary proof of deposit of all statutory liabilities shall

be submitted on a monthly basis, or immediately upon compliance
of departmental prescribed due dates. Payments shall be made by
the Owner only upon reasonable due diligence.

18. All personnel employed/deployed by the Contractor at the Site

shall be required to possess valid identity cards and display vendors
passes to be issued by the Project Manager. Passes must be shown
to Owners security personnel at designated positions as and when
requested. No personnel shall be permitted to enter or work upon
the Site without valid passes.

19. The Contractor shall, at its own cost, provide adequate storage
sheds and yards at the Site, at locations pre-approved by the Project
Manager, for all materials and equipment that are to be
incorporated in the Project. The Contractor shall at its own cost
provide at all times adequate number of watchmen/ security
personnel to guard the Site, the materials and equipment
stored/installed till the completion of the Work.

20. The Contractor shall be responsible for arranging for the stay of its
labour, if any, outside the Site. No labor hutments etc. shall be
made at the Site.

21. The Contractor agrees and acknowledges that the persons

deployed by it in the Work will remain at all times employees of the
Contractor. The Contractor shall comply with all applicable laws and
regulations in relation completion of the Work and employment or
engagement of personnel for provision of the Services. The
Contractor shall be solely responsible for complying and fulfilling its
obligations as employer of its personnel and all labors & personnels
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 Master Article of Agreement Format

engaged by its SubContractors. The Contractor shall be solely

responsible for payment of salaries, wages, allowances and other
benefits such as provident fund, ESI, gratuity, leave, leave
encashment and other benefits payable in terms of applicable
statutes and regulations. The Contractor will maintain proper
records to evidence performance, fulfillment and discharge by the
Contractor of its obligations under the applicable statuses and
regulations and provide copies of requisite documents to evidence
such performance, fulfillment and discharge of obligations by the
Contractor.

22. Contractor Warranties and Representations

A. Contractor represents and warrants that they have full

financial capabilities to undertake and execute the Work in
terms of the Contract Documents and however, if during
the execution of Work Contractor is unable to perform its
duties and obligations in terms of the Contract Documents,
the same shall be treated as an event of default hereunder.

B. Notwithstanding anything contrary contained it is expressly

agreed that the Contractor will only act in the capacity of
independent contractor. This Agreement does not create a
relationship of master and servant between the Owner and
the Contractor or between the contractor and contractor
personnel engaged by the Contractor for provision of the
services. The Contractor shall be solely responsible for all
liabilities, statutory or otherwise, in relation to the persons
engaged or employed by the Contractor/Sub-Contactor for
provision of Work execution. In case the Contractor/Sub-
Contactor contravenes any provision of the law and the
Owner suffers any damage or loss or harm due to any acts
of commission or omission of the Contractor/Sub-Contactor,
the Contractor shall full indemnify and keep indemnified
and hold harmless the Owner against all losses, damages,
costs, expenses, liabilities, action and proceedings arising
from actions or omissions of the

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 Master Article of Agreement Format

Contractor/Sub-Contactor. The Contractor shall also be

responsible for the discharge of all legal liabilities towards
the Owner and also for observing all laws and Government
rules relating to labour laws and any other concerning
laws. This Agreement shall be on principal-toprincipal basis
and nothing contained in this Agreement shall confer upon
the parties a relationship of agency, partnership, joint-
venture, etc.

C. Contractor shall keep full and detailed accounts and

exercise such controls as may be necessary for proper
financial management under this Agreement and
Contractor's accounting and control systems shall be
satisfactory to Owner. Owner and Owner's accountants
shall have access to, and shall be permitted to copy and
audit, Contractor's records, books, correspondence,
instructions, drawings, receipts, subcontracts, purchase
orders, vouchers, memoranda and other data relating to
this Agreement, and Contractor shall preserve such items
for a period of five (5) years after final payment, or for such
longer period as may be required by law.

D. Before ordering any materials or doing any Work,

Contractor and each of its Sub-Contractors shall verify all
measurements, qualities required at the Site in terms of
Contract Documents and shall be responsible for the
correctness of same. It shall be understood as part of this
Agreement that Contractor and each of its Sub-Contractors
visited the site and examined the environs and satisfied
themselves as to the conditions under which they would be
required to perform the Work.

E. The Contractor undertakes to be solely responsible for

obtaining and complying with all necessary work consents,
permits, approvals, licenses, etc., as required under
applicable law before commencement of Work.

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 Master Article of Agreement Format

F. The Contractor shall supervise and direct the Work, using

the
Contractor's and/or Sub-Contractors best skill and
attention. The Contractor shall be solely responsible for
and have control over Works means, methods, techniques,
quality, safety, sequences and procedures and for
coordinating all portions of the Work under the Contract,
unless the Contract Documents give other specific
instructions concerning these matters.

G. Contractor shall keep the Site clean at all the times. It is

mandatory for the Contractor to attend weekly EHS
meetings where in site safety and housekeeping shall be
reviewed and corrective measures shall be implemented by
Contractor.

H. Contractor to follow all the process time to time during

construction as required under LEED certification system
as per Owner/PMC/Architect instructions and to document
all such process/steps taken to qualify for Gold rating under
LEEDS certification.

I. The Contractor shall be responsible to the Owner for all the

acts and omissions of the Contractor's employees/staff,
Sub-Contractors and their agents and employees, and any
other persons performing portions of the Work under a
contract with or through the Contractor or claiming by,
through or under the Contractor and for any damages,
losses, costs and expenses resulting from such acts or
omissions.

J. If any of the Work is required to be inspected or approved

by any public authority, the Contractor shall cause such
inspection or approval to be performed. No inspection
performed or not performed by the Owner shall be a waiver
of any of the Contractor's obligations hereunder or be

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construed as an approval or acceptance of the Work or any

part thereof.

K. Owner shall notify Contractor if at any time the work of any

Sub-
Contractor is unsatisfactory to Owner or Owner believes
that any SubContractor is careless, incompetent, unskilled
or otherwise objectionable; and not remedied within two
weeks of written notice to such effect by Owner to
Contractor, Contractor shall dismiss such SubContractor at
end of such notice period.

L. The Contractor shall consult with the Owner, Program

Manager and Architect regarding Site use and
improvements and the selection of materials, building
systems and equipment. The Contractor shall provide
recommendations on construction feasibility; actions
designed to minimize adverse effects of labor or material
shortages; time requirements for procurement, installation
and construction completion; and factors related to
construction cost, including estimates of alternative
designs or materials, preliminary budgets and possible
economics.

M. Contractor recognizes the relationship of trust and

confidence established between Contractor and the Owner
by this Agreement. Contractor covenants with the Owner to
furnish its best skill and judgment and to cooperate with
the Project Manager in promoting the interest of the Owner.
Contractor agrees to (a) furnish efficient business
administration and superintendence, (b) keep upon the
Work at all times an adequate supply of skilled and
qualified workmen and materials; (c) secure the execution
of the Work in an expeditious and economical manner; and
(d) maintain quality standards commensurate with
nationally known contractors. Owner and Project Manager

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shall at all times have access to the Work for review

thereof.

23. The Contractor shall seek to develop Sub-Contractor interest in

the Project and shall furnish to the Owner and Project Manager for
their information a list of possible Sub-Contractors, including
suppliers who are to furnish materials or equipment fabricated to a
special design, from whom proposals will be requested for each
principal portion of the Work. The Owner or Project Manager will
promptly reply in writing to the Contractor if the Project Manager,
any of Owner's consultants or Owner has any objection to any such
Sub-Contractor or supplier. The receipt of such list shall not require
the Owner, Architect or Owner's Consultants to investigate the
qualifications of proposed subcontractors or suppliers, nor shall it
waive the right of the Owner, Project Manager later to object to or
reject any proposed Sub-Contractor or supplier.

24. Anti-Corruption Obligation.

The Contractor warrants and represents that neither Contractor nor

any of its officers, directors, employees, agents, Sub-Contractors or
other representatives has provided or will provide, directly or
indirectly through any third party, to any government employee or
employee of any instrumentality of any government, or to any
candidate for political office, anything of value for the purpose of: (i)
influencing any act or decision of such person in their official
capacity, (ii) inducing such person to use their influence with such
governmental agency or instrumentality to affect or influence any
act or decision thereof or (iii) securing any improper advantage.

The Contractor warrants and represents that: (i) none of its officers,
directors, employees, agents, Sub-Contractors or other
representatives are officials of employees of any government entity
or instrumentality or candidate for public office, (ii) it will
communicate these prohibitions on providing anything of value to
any government official of employee and the requirements of clause
(a) to all employees, agents and third parties performing any
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 Master Article of Agreement Format

services/Work or actions in furtherance of this Agreement; (iii) it will

provide all information requested by the Owner to perform any due
diligence investigations deemed appropriate by the Owner and
cooperating with any compliance audits requested by the Owner
including providing any and all records of the Contractor in
connection with any compliance audit conducted or requested by
the Owner; (iv) it will provide the Owner advance notice of its
intention to retain the services of any third party that will perform
any of part of the Work under this Agreement or with whom the
Contactor intends to share or pay of the consideration paid by
Owner to Contractor or officers, directors, employees, agents and
consultants under this Agreement.

25. SUBMITTALS

Within a period of seven days from the date of execution hereof, the
Contractor shall provide to the Owner/Project Manager along with
other documents as specified in General Conditions of Contract the
following:

A. Method statement for the Project.

B. Detailed deliverable schedule.
C. Detailed organization chart for executing the Project.
D. Insurance documents as per General Conditions of
Contract as detailed in clause 36.
E. Manpower schedule.
F. Any other documentation as indicated by Project
Manager during the Kick-off meeting.

26. The Present engagement for execution of Work is an Item rate

Contract and Owner agrees to pay the Contractor the Work
executed in term as detailed in General Condition of Contract. A
cumulative final bill shall be submitted within Four weeks of Virtual
Completion. It is understood and agreed by the Contractor that the
payment against the bills shall be made only when the Project
Manager certifies the bill. Payments shall be made by the Owner
within 21 days of receipt of payment certificate after certification of
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bills by the Project Manager, wherein Payment certificate will be

made within 14 days by the Project Manager from the date of bill
submission or 30 (thirty) dates from the date of Invoice after such
certification of bills meeting the acceptance criteria by Project
manager, whichever is later.

27. During the execution of the Work, the Work and all materials used
by/issued to the Contractor and/or its Sub-Contractor shall remain at
the Contractor's risk and the Contractor shall not be entitled to any
compensation for any loss, damage or destruction of the same,
whether arising from wastage, theft or from any other cause
whatsoever.

28. During the progress of the work, any work which is not carried out
to the satisfaction of the Owner, shall be removed and re-done at
the Contractor's cost and expense. In doing so, replacements for
breakages and damages, if any, will be at the Contractor's cost. The
Contractor shall make good any defects, shrinkage or other faults
that may appear in the Work during the Defect(s) Liability Period.

29. COMPLETION DATE: Time is the essence of this Contract and Work
shall be completed and handed over in all respects on or before
______________ (including Monsoon periods, Public & Govt. holidays
and a mobilization period of seven (7) days) from the date of
execution of the Present Contract). Furthermore, the Work shall be
completed to the satisfaction of Owner on or before the milestone
deadlines as set forth hereunder:

Milestone No. 1
__________

Milestone No. 2

_____________

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 Master Article of Agreement Format

Milestone No. 3
________________

The Milestones can be revised only after written consent by the

Owner at appropriate intervals as required by conditions of the
Work and the Project and shall provide for expeditious and
practicable execution of the Work. Notwithstanding the
foregoing, the Contractor shall be required to submit all the
necessary statutory approval/licenses/certificates to make the
building operational on or before_________________.

30. LIQUIDATED DAMAGE FOR DELAY IN COMPLETION:

That the Contactor shall be liable to pay the liquidated damage of 2%

of the Contract Sum per week for delay of any of the activities beyond
the completion of each Milestone as set forth in clause 29 of this
Agreement, and provided that any such inability of Contractor to meet
such milestones was not materially caused by Owner.

31. It is hereby expressly agreed by and between the Parties that in

case of any contradiction between any of the documents executed
herewith the terms of below documents shall prevail in priority:-

A. Master Article Of Agreement i.e., this Agreement

B. Special conditions of contract annexed as Annexure F.
C. General conditions of contract annexed as Annexure G.
D. BOQ-Unit rate specifications annexed as Annexure D & J.
E. Approved Shop Drawing and then Tender Drawings, a list of
same attached as Annexure C shared via email.
F. Technical specification annexed as Annexure E.
G. Any other documents forming part of the contract.

32. Termination of Contract: As stipulated under General Conditions

of Contract under clause 64.0. Foreclosure and Termination of
Convenience and as agreed in writing. However in brief, whole
engagement can be terminated under following conditions:-

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A. If any time after the commencement of work, Owner shall, for

any reason whatsoever, not require the whole or part of the
Works specified, Owner shall give notice in writing of that to the
Contractor and the Contractor will not execute the Works so
specified.

B. If the Contractor shall become bankrupt, or performance is not

satisfactory, or being a corporation shall go into liquidation (other
than voluntary for the purpose of amalgamation or reconstruction
on terms acceptable to Owner) or if the Contractor shall assign
the Contract/Agreement without the consent in writing of Owner
first obtained, or shall have an execution levied on his goods;

C. In case where the Contract or part of Work to be completed by

Contract is terminated/descoped, by the Owner in its sole
discretion or upon the Project Manager certification in writing to
Owner that in his opinion the Contractor even after receiving
rectification notice of two weeks:-
i. has abandoned the Contract, or
ii. not able to perform its duties in terms of the
Contract
Documents and/or such causing the delay in Work
execution, or
iii. without reasonable excuse has suspended the
progress of the Works, or
iv. despite previous warnings by the Project Manager, in
writing, is not executing the Works in accordance
with the Contract, or is persistently or flagrantly
neglecting to carry out his obligations under the
Contract, or
v. has in defiance of Owners instructions to the
contrary, sublet or sub-contracted any part of the
Contract.
vi. Major deviation from in execution of eth Work from
the Contract Documents

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In such case the Owner shall in its sole decision appoint an

alternate contractor to do the remaining Work in terms of the
Contract and any additional cost incurred by Owner to get such
remaining Work done by that alternate contractor(s), shall be
borne and recovered from the Contractor.

33. Waiver:-

The failure of the Owner to insist upon the punctual performance of

any of the obligations of the Contractor hereunder, or the failure of
the Owner to exercise any right or remedy available to it under this
Agreement shall not constitute a waiver by the Owner of any
subsequent or continuing default by the Contractor hereunder nor
shall the same prejudice, affect or restrict the rights and powers of
the Owner hereunder.

34. Modification:-

No modifications or amendments of this Agreement shall be binding

unless agreed to by the Parties in writing.

35. General:-

In the event that any provision of this Agreement is declared by any

judicial or other competent authority to be void, voidable, illegal or
otherwise unenforceable (or indications of the same are received by
either of the parties from any relevant competent authorities) the
Parties shall amend that provisions in such reasonable manner as is
achieves the intention of the Parties without illegality.

36. The Terms not defined herein shall mean same as defined in
General Condition of Contract.

37. This Agreement, including all annexures hereto, represents the full
and complete understanding of the Parties and supersedes any
previous agreements, representations, or understandings, oral or
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written, with respect to the subject matter hereof; provided,

however, that the Construction Agreement and the Agreement to
Sell between the parties have not been modified or superseded by
this Agreement except as specifically set forth herein.

38. The governing law of the Contract shall be Indian law. Any
disputes related or arriving out this agreement shall be subject to
the exclusive jurisdiction of courts of New Delhi.

IN WITNESS WHEREOF the OWNER has set and subscribed its hands and
seals and the Contractor has caused its Common Seal to be affixed hereunto
on the Day and Year herein above written.

Signed and Delivered for and on behalf of Signed and Delivered for
and on behalf of

M/s. Adobe Systems India Pvt. Ltd. (Owner) M/s.

(Contractor)

Date: Date:

Place: Place:

IN PRESENCE OF THE FOLLOWING WITNESSES

1.____________________________________________

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 Master Article of Agreement Format

2. ____________________________________________

SCHEDULE 1
(Work In brief)

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 Master Article of Agreement Format

LIST OF ANNEXURES

1. All the Tender Documents annexed hereto as Annexure A;

2. Schedule of Fiscal Aspect annexed hereto as Annexure B;
3. List of Drawing annexed hereto as Annexure C;
4. Bill of Quantities with Unit Rates annexed hereto as Annexure D;
5. Technical Specification annexed hereto as Annexure E;
6. Special Conditions of Contract annexed hereto as Annexure F;
7. General Conditions of Contract annexed hereto as Annexure G;
8. Bank Guarantee format annexed hereto as Annexure H;
9. List of Approved makes annexed hereto as Annexure I;
10. Payment Terms for the Items in BOQ directly Ordered by Owner
annexed hereto as Annexure J
11. Milestone Schedule annexed hereto as Annexure K;
12. Final Offer
13. Any Other document

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