Agreement of Sub-development
Agreement made at……………this…………….day of…………….between M/s. A & B Co., a partnership firm consisting and carrying on business of developers and builders of properties   as partners   (1)…………………….(2)…………………….(3) and having their office at.... hereinafter referred to as "the Developers" of the one part and M./s C & D Pvt. Ltd.   company registered under the Companies Act, 1956 and having its registered office at………………………carrying on business of developers and builders of properties hereinafter after referred to as " Sub-Developers" of the other part,
WHEREAS
(1) By an agreement made on the…………………..day of………………..between Mr. X therein referred to as 'the owner' of the one part and the said Developers of the other part, the owner has agreed to sell to the Developers or their nominees a large piece of land belonging to the owner situated at ………………………and more particularly described in the First Schedule hereunder written at the consideration and on the terms and conditions therein mentioned.
(2) By the said Agreement  the owner has given  full right to the developers to develop the said land, pending the execution of the deed of conveyance in favour of the Developers or their nominees, by constructing several buildings thereon as per the plans sanctioned by Municipal Corporation of…………..and selling the flats  and other premises therein on ownership basis and ultimately transferring the said land with the buildings thereon to one or more Co-operative Housing Societies  of the flat purchasers in the said buildings.
(3) The owner has been allowed to hold the said land and develop the same as aforesaid by the Government by order passed by the Competent Authority under the Urban Land Ceiling Act, 1976 dated……………….on…….the terms and conditions therein mentioned.
(4) The Developers have paid the full consideration amount to the owner in terms of the said agreement except a small sum of Rupees……….which is to be paid to the owner on the execution  of the deed of conveyance as aforesaid .
(5) The Developers have got the plans of the buildings to be constructed on the said land approved by the said Municipal Corporation and other Authorities.
(6) Pursuant to the said agreement the owner has also executed the power of attorney in favour of the Developers to develop the said land and to do all acts and things incidental thereto as therein mentioned including a power to delegate the same..
(7) The said agreement has been submitted to the appropriate authority under Chapter XXC of the Income Tax and the NOC has been obtained.
(8) Pursuant to the said Agreement the Developers have entered into possession of the said land in terms of the said agreement and have commenced construction On a part of the said land.
(9) As the scheme of development is very big and may require long time to complete, the Developers have at the suggestion and request of the Sub- developers, agreed to transfer their development rights in respect of a part of the said land admeasuring about……….sq. mts. and which part is delineated on the plan hereto annexed and thereon shown by a red colored boundary line and which is described in the Second Schedule hereunder written on the terms and conditions hereinafter mentioned and agreed to between the parties.
(10) The Sub-developers have taken inspection of the said agreement as also of the Competent Authority's order and the sanctioned building plans.
(11) By said agreement the owner has given authority to Developers to delegate the powers of development of the said land or any part thereof to any other person on such term and conditions as the Developers may think fit but without prejudice to the rights of the owner under the agreement against the Developers.
Now it is hereby agreed by and between the parties hereto as follows -
(1) Developers hereby delegate or assign all the rights power and authority of the Developers under the said agreement to develop the said portion of land described in the second schedule hereunder (herein referred to as the part land)   as if all the said powers rights and authority were incorporated in these Presents and if the said right power and authority to develop the said part land were granted to or conferred upon the Sub-developers by the owner.
(2) The Sub-developers are authorised to construct the buildings as per the said sanctioned plan on the said part land and in terms of or in compliance with the said order of the Competent Authority and to sell the flats in such building to the purchasers thereof at such price as the Sub-developers may think fit but on the terms and conditions as are contained in the standard draft of the flat purchaser agreement prepared by the Developers and a copy of which has been given to the Sub-developers.
(3) In consideration of the Developer granting rights of development to the Sub-developers in respect of the said part land, the Sub-developer shall pay to the Developer a sum of rupees……………..out of which a sum of rupees………has been paid by the Sub-Developers to the Developers on the execution of these Presents (receipt whereof the Developers admit) and the balance will be paid as follows:-
X	X         X         X         X
(4) If the Sub-developer make default in payment of any instalment aforementioned on the due thereof they will be liable to pay interest on such instalment at the rate of rupees…………….per.cent./per month from the date of default till payment. But this will be without prejudice to the right of the Developers to terminate this agreement in the event of any default in payment of such instalment.
(5) The Sub-developers shall complete the development work of" 'constructing the building on the said part land as per the sanctioned plans and the Competent Authority's order within a period of………….months, from the date hereof Tailing which the Developers will have right to cancel (his agreement by giving three months prior notice .
(6) The said work of development will be carried out and completed by the Sub-developers at its own costs and responsibility and the Sub-developers shall indemnify and keep indemnified the Developers against any loss, damages, costs, charges and expenses that they may suffer or incur either qua the owner under the said agreement or against any body else. 
(7) The Sub-developers shall, while carrying out the said work, observe all laws, rules, and regulations governing the same and shall indemnify and keep indemnified the Developers against all losses, costs, charges and expenses incurred or suffered by them on account of breach of such laws rules and regulations directly or indirectly.
(8) For the purposes of the Acts governing and regulating the scheme of ownership flats or apartments in the State, the Sub-developers will be treated as the promoters or developers in respect of the said part land and they will be responsible for compliance with the provisions of such Acts and Rules thereon and for the consequences for non compliance thereof.
(9) The Sub-developers can appoint their own contractor, architect, engineer and other persons including labour contractor and pay other charges and the Developers will not be responsible for the sale. 
(10) In terms of the said agreement with the owner the Developers will form one co-operative Society   of all the flat purchasers in the building constructed by the Sub-developers as well as by the Developers and arrange to obtain a deed of conveyance   of the said land with buildings thereon from the owner in favour of such Co-operative Society.  But if the sub-division of the said land is permitted by the municipal and town planning authority by dividing the land into two plots, one to be developed by the Sub-developers as aforesaid and the other  to be developed by the Developers then the Sub-developers will be responsible to form and register, a separate co-operative housing society of the flat purchasers in the building constructed on the said part land by the Sub-developers and the Sub-developers will arrange to obtain a deed of conveyance from the owner in respect of the said part land with building thereon and it will be the responsibility and liability of the Sub-developers to pay or secure payment of the stamp duty and registration charges in respect of such deed of conveyance.
(11) Even if one common Society is formed and registered in respect of the whole of the land and building thereon and common deed of conveyance is to be obtained in respect thereof, it will be responsibility and liability of the Sub-developers to secure payment of stamp duty and registration charges from the flat purchasers in the building to be constructed on the said part land by the Sub-developers.
(12) The Sub-developers shall observe and perform all the terms and conditions of the said agreement with the owner as well of the said order of the Competent Authority so far as they are applicable or relevant to the development of the said part land and shall indemnify and shall keep in demnified the Developers against all losses, costs, charges and expenses incurred or sufferred by the Developers on account of breach thereof. 
(13) The Developers shall execute a power of attorney in favour of the Sub-developers or their nominee delegating all the power contained in the said power of attorney executed by the owner in favour of Sub-developers but restricted to the work of development on the said part land only. 
(14) The stamp duty payable on this agreement will be paid by the Sub-developers. All legal costs incurred by the Sub-developers in respect of the said part land and its development will be borne and paid by the Sub-developers.
If this Agreement is terminated by the Developers under any of the 
(15) provisions hereof, the Sub-developers shall stop the work of Development forthwith and after such termination the Developers will be entitled to complete the development of the said part land in terms of the agreement with the owner.   In such event an account will be rendered by the Sub-developers of the expenses incurred by it in the development work and moneys received by it by sale of flat supported by vouchers and after deducting the moneys received by the Sub-developers by sale of flat from the expenses. The excess amount of expenses will be adjusted by the Developers against the consideration payable by the Sub-developers and the balance if any will be payable to the Sub-developers.
(16) In the event of any dispute arising between parties hereto or under this agreement including the dispute about account referred to in the forgoing clause the same will be referred to arbitration of one arbitrator if agreed upon or two arbitrators one to be appointed by each Party and the arbitration will be governed by the Arbitration and Conciliation Act, 1996.
IN WITNESS WHEREOF the parties have put their hands day and year first hereinabove written,
THE FIRST SCHEDULE ABOVE REFERRED TO
X	XXX
SECOND SCHEDULE ABOVE REFERRED TO
X	XXX
Signed for and on behalf of the within named Developers AB & Co., a partnership firm by
(1)	(2)	(3)	
partners in the presence of
Signed for and on behalf of within named Sub-developers
C & D Co. Pvt. Ltd. by its Managing Director Mr……………..
duly authorised by the Board of
Director by Resolution dated……………
in presence of