PROPERTY BROKER AGREEMENT

This Property Broker Agreement (hereinafter referred to as the “Agreement”) is made on this
{____} day of {____} 2021(“Effective Date”) at Mumbai, by and between:
[In case of an individual]
{____}, PAN {____}, S/D/W/o {____}, age {____}, having e-mail ID {____} and R/o {____}
(hereinafter referred to as the “Broker”, which term shall unless the context otherwise requires
mean and include its successors and permitted assigns) of the FIRST PART.
[or, In case of a sole proprietorship]
{Name of the sole proprietorship firm}, GSTIN {____}and PAN {____}, a proprietorship firm,
having its registered office at {____}, and acting through its sole proprietor {____}, PAN {____}
and having email id {____}(hereinafter referred to as the “Broker”, which term shall unless the
context otherwise requires mean and include its successors and permitted assigns) of the FIRST
PART.
AND
DTwelve Spaces Private Limited, a company registered under the provisions of the Companies
Act, 2013 having its registered office at 210/C-1/1, 2 nd Floor Amber Tower, Commercial
Complex, Azadpur, New Delhi, North-West,110033, India (hereinafter referred to as the
“Company”, which term shall unless the context otherwise requires mean and include its
successors, representatives and assigns) represented by its authorized signatory, of the SECOND
PART.
The Broker and Company may hereinafter be referred individually as “Party” and collectively as
“Parties” as the context may so require.
WHEREAS:
A. The Company is in the business of running, managing and operating the day-to-day affairs of
residential premises obtained from their respective owners and licensing/ sub-licensing such
residential premises to individuals (including students and working professionals) for the
purpose of long-stay accommodation under the brand name “Stanza Living” (“Purpose”).
B. The Company appoints the Broker on an exclusive basis to act as the Company’s real estate
agent for the purpose of acquiring property(s) for and on behalf of the Company within the
assigned area.
C. The Parties are desirous of reducing, in writing, mutually agreeable terms and conditions,
based on which the Broker shall provide its services to the Company.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
A DEFINITIONS
In the Agreement, unless the context requires otherwise:
i) “Affiliate” of a Party means any person or entity that:
(a)is controlled by the Party; or
(b)is controlled by a person that also controls the other Party,

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where control means power of vote for more than 50% (fifty percent) of the total voting rights .
ii) “Agreement” means the Agreement and shall include the Statement of Work, pricing schedule
and all amendments, as applicable, mutually executed by the Parties.
iii)“Commission” means the consideration paid or payable by the Company to the Broker, as
specified in the Agreement inclusive of any reimbursements.
iv)“Confidential Information or Information” means all information, know-how or material, in
any form relating to or provided by a Party (the “owner”) which becomes known or is
provided to the other Party (the “recipient”) as a result of the course of dealings between them
which is by its nature confidential, is designated by a Party as confidential or which the
recipient reasonably know is confidential, including any non-public, commercially sensitive or
proprietary information relating to owner’s business, marketing, commercial, financial and
technical data, trade secrets, data, operations, customers, stakeholders, activities, planning,
investigations, products, services, research and development, analysis, reports, derivative
works and the contents of the Agreement, but does not include any information to the extent
the recipient can show the relevant information:
(a)information which is publicly known at the time of disclosure or becomes publicly known
other than through a breach of the Agreement;
(b)is already or comes in the unrestricted possession of the recipient without there having been
any breach of a third party’s obligations of confidentiality;
(c)has been independently developed by the recipient (as evidenced by records in its
possession); or
(d)is required to be disclosed by law or at the request of any governmental body or court of law
provided that the recipient shall notify the owner, to the extent permitted by law, of such
requirement as soon as practicable and where practical obtained a confidentiality order or
similar protection limiting the persons to whom disclosure of the Confidential Information is
made if owner has no effective status on the matter.
v) “Force Majeure Event” means any act of God, fire, earthquake, war, flood, or landslide,
unavoidable accident, explosion, public mains electrical supply failure, nuclear accident,
pandemic, epidemics; but does not include any event which the Party affected could have
avoided or overcome by exercising a standard of reasonable care at a reasonable cost.
vi)“Property” has the meaning given to it in Clause 2.1(h).
vii) “Owner” has the meaning given to it in Clause 2.1(i).
viii) “Proposed Transaction” has the meaning given to it in Clause 2.1(j).
ix)“Applicable Laws” shall mean all laws, ordinances, rules, regulations, regulatory
requirements and any form of secondary legislation, or court or governmental orders having
the force of law in India and/or relevant to the Services (defined hereinafter).
B INTERPRETATION
In the Agreement, unless the context requires otherwise:

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 PROPERTY BROKER AGREEMENT
i) Headings: Headings appear as a matter of convenience and do not affect the construction of
the Agreement.
ii) Parties: A reference to a Party to the Agreement or any other document includes that Party's
personal representatives/successors and permitted assigns.
iii)Person: A reference to a person includes a corporation sole and also a body of persons,
whether corporate or not.
iv)Singular, Plural and Gender: The singular includes the plural and vice versa, and words
importing one gender include the other genders.
v) Statutes and Regulations: A reference to an enactment or any regulations is a reference to
that enactment, or those regulations as amended, or to any enactment or regulations substituted
for that enactment or those regulations.
1. PROVISION OF SERVICES
1.1. The Broker shall provide to the Company, the Services as set out in Annexure-I to the
Agreement (“Services”).
2. WARRANTIES & RESPONSIBILITIES OF THE BROKER
2.1. The Broker shall:
a) provide the Services with the highest level of diligence and credibility in accordance with the
Agreement;
b) adhere with all the Applicable Laws while providing the Services within the term of the
Agreement;
c) keep the Company’s always indemnified & harmless against any third-party claims for any
wilful act or omission by the Broker during the term of the Agreement;
d) abide by all the directions issued by the Company from time to time during the term of the
Agreement;
e) comply with all the provisions and shall not do any act which result in the breach or
termination of any license, lease, or any other agreement relating to the Purpose, or any
obligations under the Agreement;
f) ensure timely coordination with the Company’s designated officer for the smooth transaction
and operation of the Services to be provided by the Broker during the term of the Agreement;
g) always maintain the turnaround time for the respective assignments provided by the Company
as per the terms of the Agreement;
h) always provide timely information to the Company with respect to the details of the property
for the Purpose in consideration (“Property”), or any or omission on the part of the landlord
or lessor, as the case may be of such Property (“Owner”);
i) always provide timely information to the Company on the likely duration for the lease/leave
and license of the said Property, or any other likely event which may hinder the timely closure
of the contemplated transaction for the Purpose (“Proposed Transaction”);

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j) intimate the Company in writing in the event of any act or omission by the Owner of the
Property with respect to their contractual obligations under the Proposed Transaction.
3. CONSIDERATION & PAYMENT TERMS
3.1. On successful execution and/ or closure of the Proposed Transaction with the Owner(s) to the
satisfaction of the Company, the relevant Commission shall be payable to the Broker, subject
to applicable taxes from time to time.
3.2. Company may execute a payment letter (“Payment Letter”) in the format as prescribed by the
Company hereunder, post the successful closure of the Proposed Transaction to record the
payment details of the Commission. It is further clarified that a tentative format of the Payment
Letter is stipulated in Annexure-II, which may be subject to modifications from time to time
relevant to the Proposed Transaction.
3.3. The Company is not obligated to pay Broker the agreed Commission under the following
circumstances:
3.3.1. an event when the Broker breaches any of the terms of the Agreement;
3.3.2. where the Broker fails to close the Proposed Transactions between the Owner and the
Company, including, but not limited to, non-successful negotiations, not providing documents
with respect to the Property to the satisfaction of the Company and timely closure of the
Proposed Transaction.
3.4. In the event the Company has a bona fide dispute with respect to the whole or any part of any
invoice raised by the Broker, the Company shall notify the Broker of the nature of such dispute
within 15 (Fifteen) business days of receipt of the invoice. If the Company notifies the Broker,
in writing, that the aforesaid issue with respect to the invoice creates a dispute with respect to
whole or any part of sums payable under such invoice, the Company shall be entitled to
withhold payment of the amount in dispute, however, shall nevertheless pay the undisputed
part in accordance with the Agreement. The Parties shall co-operate in good faith to resolve the
dispute over the invoice as amicably and promptly as possible and, on settlement of any
dispute, and if required as per the terms of such settlement, the Company shall make the
appropriate payment in accordance with the Agreement and with respect to any such settled
amount any agreed period within which payments are due to be made shall commence on the
date on which the dispute is resolved.
3.5. If any sums are due to the Company from the Broker, then the Company shall be entitled to
exercise the right to set-off such sums against any payments due to the Broker from the
Company under or in relation to the Agreement or any other agreement. The Broker shall not
be entitled to claim any amount due to the Company under the Agreement in or towards
payment of any sum owing by the Company to the Broker in relation to any matter
whatsoever.
4. TERM AND TERMINATION
4.1 The Agreement shall be valid for a period of 12 (Twelve) months, effective from the Effective
Date. The Agreement may be extended by the Parties for further period(s) on mutually agreed
terms and conditions before the expiry or termination of the Agreement.
4.2 Termination:

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4.2.1 The Company may terminate the Agreement, hereunder immediately upon written notice to the
Broker if:
a) the Broker has materially or repeatedly breached any of the terms of the Agreement ;
b) the Broker performs the Services or any part therein in a manner which is unsatisfactory to the
Company;
c) where Company reasonably considers the default in performance of the Broker to be
remediable, the Company will give the Broker 7 (Seven) days to rectify the problem to the
satisfaction of the Company. The Broker shall be responsible for all additional costs and
expenses incurred in the variation or re-performance of any Services which have not been
deemed satisfactory, or
d) the Broker becomes bankrupt (or, in the case of a partnership, any of the Broker’s partners
becomes bankrupt), is adjudicated insolvent, has a appointed a liquidator or other receiver to
manage its affairs or has an order made against it that it be wound up or passes a resolution for
its winding up or ceases to carry on all or substantially all of its business.
4.2.2 The Company may terminate the Agreement for any reason without cause with one (1) month
prior notice.
4.2.3 Termination of the Agreement shall not affect any work and shall continue in full force and
effect in accordance with the terms and shall continue to incorporate and be governed by the
terms of the Agreement notwithstanding its termination.
4.2.3 Termination of the Agreement shall be without prejudice to any rights Company might have
which accrued prior to termination.
4.3 Consequences of Termination:
4.3.1 Following the expiry or termination of the Agreement:
a) all undisputed fees outstanding up to the date of expiry or termination under the Agreement
will continue to be due and payable as per agreed payment terms;
b) Party will either promptly deliver to the other or, at the other Party’s option, destroy and certify
the destruction of, all Confidential Information (in any reasonable format requested by the
other Party) under the terminated part of the Agreement, as and when reasonably requested in
writing by the other Party;
5. REPRESENTATIONS& WARRANTIES
The Parties represent and warrant that they have all right, power and authority needed to enter
into the Agreement including statutory approval, required if any.
6. RELATIONSHIP BETWEEN PARTIES
6.1. The Broker shall perform its obligations under the Agreement as an independent contractor on
principle to principle basis and unless stated explicitly, nothing contained herein shall be
deemed to create any partnership, joint venture, or relationship of principal and agent between
the Company and the Broker or any of their affiliates or subsidiaries, or to provide either the
Company or the Broker with any right, power or authority, whether express or implied, to
create any such duty or obligation on behalf of the other.

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 PROPERTY BROKER AGREEMENT
6.2. For avoidance of doubt, the Broker shall be responsible for employee compensation, statutory
taxes, insurances and any other employee benefits including but not limited to gratuity,
provident fund, or pension funds to be paid to its employees.
7. NOTICES
7.1 Any notice required or permitted to be given hereunder shall be in writing and sent by prepaid
registered mail or by a courier service, at Parties respective addresses given above.
7.2 All notices shall be deemed to have been validly given on the business date of receipt of the
courier or registered mail.
7.3 Either Party may, from time to time, change its address or representative for receipt of notices,
provided for in the Agreement, by giving to the other Party not less than thirty (30) days prior
written notice.
8. CONFIDENTIALITY
The Parties hereby agree that all Confidential Information received by the Parties in the course
of the Agreement will be kept in strict confidence and used only for the purposes of the
Agreement. Confidential Information shall not be disclosed even after expiry or earlier
termination of the Agreement, except as otherwise provided in the Agreement.
9. SURVIVAL OF PROVISIONS
The terms and conditions of the Agreement which are intended to survive the completion or
early termination of the Agreement, shall survive the completion or earlier termination of the
Agreement.
10. GOVERNING LAW AND JURISDICTION
The Agreement shall be governed and construed in accordance with the laws of India and shall
be subject to the exclusive jurisdiction of the appropriate courts of Delhi or any other tribunal
or institution in this regard.
11. FORCE MAJEURE
All contractual obligations of either Party and performance of the Services by the Broker will
be suspended for so long as and only to the extent that fulfillment of obligations and
performance of Services is prevented by reason of Force Majeure Event, provided always that
such reason of Force Majeure is beyond the reasonable control of the Broker/Company. The
affected Party shall promptly notify the other and shall consult together to find out mutually
acceptable solution. The Broker shall not be paid for its Services not performed during the
continuance of such Force Majeure Event.
12. ENTIRE AGREEMENT
12.1The Agreement, together with all appendices and Annexures hereto and any Statement of
Work executed hereunder, constitutes the entire agreement between the Parties with respect to
the Services addressed under any Statement of Work hereunder and supersedes all prior or
contemporaneous agreements, understandings and terms and conditions otherwise agreed
between the Parties with respect to such Services.

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 PROPERTY BROKER AGREEMENT
12.2No amendment, modification, waiver or discharge of the Agreement shall be valid unless in
writing and signed by an authorized representative of the Party against whom such
amendment, modification, waiver or discharge is sought to be enforced.
13 GENERAL
13.1Each Party shall bear its own cost and expenses incurred by it in connection with the execution
of and completion of the Agreement.
13.2The Agreement may be executed in any number of counterparts, all of which together shall
constitute a single instrument.
13.3The rights of each Party under the Agreement:
13.3.1 may be exercised as often as necessary;
13.3.2 are cumulative and not exclusive of rights and remedies provided by law;
13.3.3 may be waived only in writing and specifically; and
13.3.4 a delay in exercising or non-exercise of any such right is not a waiver of that right.
13.3.5 The Agreement may only be enforced by the Parties to the Agreement, their successors
and permitted assigns, upon obtaining prior approval of the other Party.
13.3.6 The Broker shall indemnify and hold harmless the Company from and against any
liability, penalty, cost or expenses suffered or incurred as a result of Broker failure to perform
the Services, to comply with any law or regulation, or such permit or license relating to any
part of the Services.
13.3.7 The Parties agree that if any of the provisions of the Agreement are illegal or are declared
to be invalid or illegal at any time during the Term, the remaining provisions of the Agreement
shall continue to be in force and the Agreement shall be interpreted accordingly.
13.3.8 The Parties represent that they are authorized to execute the Agreement and that they have
obtained all applicable approvals and permissions to execute the Agreement.
13.3.9 No modification or amendment of any term or condition of the Agreement shall be
effective unless mutually agreed upon in writing between the Parties.
14 ANTI CORRUPTION & BRIBERY
The Broker declares that it shall not give, directly or indirectly, money or anything of value to
any government or government official in connection with the performance of the Services.
None of the funds paid pursuant to this appointment will be paid, directly or indirectly, to any
government or government official. During the term of the Agreement, the Broker shall (i) take
no actions prohibited by the Company’s code of integrity and ethics; (ii) take no actions that
would cause the Company to be in violation of the code integrity and ethics; and (iii) perform
all steps necessary to ensure that agents, and other third parties retained or otherwise used by
me in providing the Services do not take any action prohibited by the code integrity and ethics.
15. NON-COMPETE AND EXCLUSIVITY
15.1. The Broker agrees and covenants that it shall not, during and for a period of one (1) year
thereafter of the Agreement, directly or indirectly, whether as principal, agent, stockholder,

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consultant, partner, member, or in any other capacity whatsoever, participate in, engage in, or be
in any manner provide same or similar Services with any other Party who is in direct
competition to the Purpose or get affiliated to Company’s competitors either for itself or for any
third party. Competitors for the purposes of this Clause and Agreement means such companies
whose main business is providing long term/short term accommodation facilities to students/
working professionals (“Competitors”). It is clarified that the Broker agrees and covenants that
it shall work exclusively with the Company for the term of the Agreement.
15.2. In addition the Broker shall also undertakes to cause each of its major shareholders, key man,
directors, authorized representatives and affiliates to agree to be bound by the
non-compete/exclusivity obligation undertaken hereinabove, and each of them, severally and
jointly agrees and undertakes to comply with the above non-compete/exclusivity obligation,
directly or indirectly, during and for a period of the Agreement and one (1) year thereafter as
stated above. The Broker hereby acknowledge and agrees that the compensation payable by the
Company under the Payment Letter from time to time is sufficient consideration to agree to non-
compete/exclusivity as contemplated hereunder.
15.3. The Broker agrees that non-compliance of the covenants and obligations with respect to non-
compete/exclusivity as set forth above will cause Client irreparable damage in the Purpose and
shall be entitled to an interim injunction, restraining order or such other equitable relief as a
court of competent jurisdiction may deem necessary or appropriate to restrain the Broker from
committing any violation of the covenants and obligations contained in this Section and also
entitle the Company to claim liquidated damages of INR. 10,00,000 (ten lacs) in addition to
other rights and remedies under law. These injunctive remedies are cumulative and are in
addition to any other rights and remedies that the Client may have (including claim for damages)
against the Broker at law or in equity.
15.4 The Parties agree that the electronic signature of a Party to the Agreement shall be as valid as an
original signature of such Party and shall be effective to bind such Party to the Agreement. The
Parties agree that the electronically signed document (including the Agreement) shall be deemed
(i) to be "written" or "in writing," (ii) to have been signed and (iii) to constitute a record
established and maintained in the ordinary course of business and an original written record
when printed from electronic files. Such paper copies or "printouts," if introduced as evidence in
any judicial, arbitral, mediation or administrative proceeding, will be admissible between the
Parties to the same extent as physical signed document.
THE PARTIES TO THE AGREEMENT HAVE SIGNED AND EXECUTED THE
AGREEMENT ON THE DATE AND DAY FIRST ABOVE WRITTEN.

FOR BROKER: FOR DTWELVE SPACES PRIVATE

_________________________ _________________________

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 PROPERTY BROKER AGREEMENT

SIGNATURE SIGNATURE

NAME: NAME:
ADDRESS: ADDRESS:
DATE: DATE:

PLACE: PLACE:

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 PROPERTY BROKER AGREEMENT

ANNEXURE – I
[STATEMENT OF WORK]
The Company wishes to contract some of the services to the Broker, and the Broker agrees to
perform such services, more specifically described below:
A. As part of Services, the Broker shall be responsible for day-to-day tasks including the following:
i) to provide Properties which are relevant to the Purpose at various location(s) as per the
requirement provided by the Company;
ii) to provide feasibility with respect to the marketability of the said Property;
iii)to provide all the documents required by the Company for conducting due diligence of the said
Property;
iv)to ensure that the Owner shall adhere to all the requirements as per the applicable law and
directions from the Company with respect to the obligations of the Owner before the agreement
execution for Proposed Transaction;
v) shall assist and co-ordinate with Owner with respect to the Proposed Transaction and
registrations of Lease or othwerwise relevant to the Property.

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 PROPERTY BROKER AGREEMENT

ANNEXURE – II
[FORMAT OF THE PAYMENT LETTER]
Date:
_______
To,
[insert the Broker’s name and details]

Reference: Property Broker Agreement dated ___ executed between the Company and the Broker.

Subject: Payment of Commission in accordance with the terms of the Property Broker Agreement
and the current Proposed Transaction.

Dear Sir/ Ma’am,

S. No. Name/Address of Property Particulars of Commission

1. 2 BHK (1200 sqft INR 50,000

2.

FOR COMPANY: ACKNOWLEDGED BY BROKER:

________________ ________________
NAME: NAME:
DATE: DATE:
PLACE: PLACE:

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PROPERTY BROKER AGREEMENT

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