Lease Agreement

THIS Lease Agreement (the Agreement) is made at Lahore, on this _____ day of
July 2008
BETWEEN
BPS (Pvt) Ltd a company incorporated under the Companies Ordinance 1984,
having its registered office at 10-11, Gurumangat Road, Industrial Area, Gulberg-III,
Lahore, through Mrs. Nasreen Mahmud Kasuri (hereinafter BPS)
AND
Educational Services (Pvt) Ltd. a company incorporated under the Companies
Ordinance 1984, having its registered office at 10-11, Gurumangat Road, Industrial
Area, Gulberg-III, Lahore, through its C.E.O. Mr. Kasim Mahmud Kasuri.
(hereinafter ESL)
(BPS and ESL are jointly referred to as Parties)
WHEREAS BPS is the true and lawful owner of properties, assets (freehold or
leasehold) and buildings, comprising of purpose/custom built school campuses,
including furniture, fixtures and equipment, machinery and equipment, including
all rights, titles, easements therein (the School Campuses) all fully described in
Schedule I of the this AGREEMENT.
WHEREAS ESL has know-now, expertise and experience in the operation,
management and running of schools on a profitable basis. ESL has a system which
includes systems and procedures for the operation, management and running of the
schools on a profitable basis, and for imparting high quality education services, and
for devising, regularizing and establishing various processes, methods, operations,
programs, schemes, strategies and techniques connected with and for utilizing the
School Campuses for any or all other related educational purposes.
AND WHEREAS the BPS desires to lease ESL to use the School Campuses for
valuable consideration, for the object and purpose of operation, management and
running of schools on a profitable basis and for imparting high quality education
services, and for devising, regularizing and establishing various processes, methods,
operations, programs, schemes, strategies and techniques connected with and for
utilizing the School Campuses for any or all other related educational purposes.

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NOW THEREFORE, in consideration of the mutual covenants herein expressed and
for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, ESL and BPS agree as follows:

1. Interpretation
In this Agreement, (i) any reference to an agreement or document shall mean
such agreement or document as the same may be supplemented, amended or
modified from time to time in accordance with its terms (ii) and any reference
to Words importing the singular number shall include the plural and vice
versa. Words importing the masculine shall include the feminine and neuter
and vice versa.
1.1

The headings to the Sections and paragraphs are inserted for case of
reference only and shall not affect the interpretation or construction of
this Agreement.

1.2

Where an act is required to be done within a specified number of days

after or from a specified date, the period is inclusive of and begins to
run from the date so specified.

1.3

The Recitals herein before form and are to be read as an integral part of
this Agreement and shall be given effect accordingly.

2. Term
2.1

BPS hereby grants the permission to ESL to use the School Campuses
for the purposes mentioned herein for a period of eleven (11) months.
At the expiry of the Term, this Agreement shall be renewable for a
further period of eleven (11) months at the sole discretion of BPS, on
the same terms and conditions.

3. Rent
3.1

ESL agrees to pay BSL a rent equal to twenty (20) percent of the tuition
fee revenue earned every month by ESL through running and utilizing
all the School Campuses.

3.2

The rent shall be payable on quarterly basis.

4. Repair & Maintenance inclusive of Structural Changes

4.1

The School Campuses shall be used for the purpose exclusively for
operation, management and running of schools on a profitable basis
and for imparting high quality education services, and for devising,
regularizing and establishing various processes, methods, operations,
programs, schemes, strategies and techniques connected with and for
utilizing the School Campuses for any or all other related educational
purposes and not for any other activity or purpose.

4.2

The ownership, title and the proprietary rights in the School Campuses
exclusively vests with BPS and the same shall neither be varied, altered,
modified, made contingent or changed in any manner, whatsoever, by
the terms and condition of this Agreement. ESL is under an obligation
to strictly adhere to this condition while exercising rights in the use of
the School Campuses. An inventory of fittings and fixtures have been
prepared regarding the existing properties, both movable and
immovable, provided by BPS in the existing premises of the School and
it is attached herewith as Schedule II.

4.3

The repair and maintenance work, including structural changes of the

School Campuses shall be the responsibility of BPS, for which purpose
it shall undertake periodic inspections of the School Campuses.

5. Obligations of BPS
5.1

The BPS shall provide the School Campuses and shall ensure that the
same are free from such liens or encumbrances which may hamper the
operation, management and running of schools by ESL. BPS declares
that it has good title to the School Campuses and agrees to hold ESL
harmless and indemnified against any loss or damage arising out of a
defect in the BPSs title to the School Campuses.

5.2

All the details relating to construction or repairs of the School

Campuses, including without limitation design, specifications, time
frame are the sole responsibility of BPS.

6. Events of Default
The following events shall be deemed to be events of default under this
Agreement:
6.1

ESL fails to pay rent or other sum or money due hereunder and such
failure continues for a period of ten (10) days after receipt of written
notification of such failure to pay.

6.2

BPS fails to render proper maintenance and repairs of the School

Campuses which results in injury and harm to ESL in any manner
what so ever.

6.3

The Parties fail to comply with any other provision of this Agreement,
after proper written notification of such failure and such failure shall
continue for a period of thirty (30) days, in which event, any Party may,
at its option, terminate this Agreement without affecting its right to sue
for any other damages to which such Party may be entitled at law or in
equity. In any suit or legal proceeding arising out of this Agreement or
the underlying transaction the prevailing Party shall be indemnified by
the unsuccessful Party for all reasonable expenses and costs incurred in
such proceedings, including attorneys' fees.

6.4

The filing or execution or occurrence of a petition in bankruptcy or

other insolvency proceeding by or against ESL; or an assignment for
the benefit of creditors; or a petition or other proceeding by or against
the ESL for the appointment of a trustee, receiver or liquidator of ESL
or of any of the ESL's property or a proceeding by any governmental
authority for the dissolution or liquidation of ESL.

6.5

BPS or ESL shall be in default hereunder in the event BPS or ESL has
not begun and pursued with reasonable diligence the cure of any
failure of BPS or ESL to meet its obligations hereunder within thirty
(30) days of receipt of written notice from the other party of the alleged
failure to perform, except where other cure periods have been
specifically described.

6.6

The non-defaulting party shall have all rights available in equity or at

law.

7.

Termination/Remedies
7.1 Upon occurrence of an Event of Default the non-defaulting party shall
give written notice to the defaulting party, setting forth the nature of
the Default. With respect to the payment of rent due hereunder, ESL
shall have ten (10) days after receipt of written notice to cure the
default. With respect to all other defaults, the defaulting party shall
have thirty (30) days to cure such Default. If the defaulting party shall
have failed to commence to cure the Default within the applicable cure
period, the non-defaulting party may elect to terminate this
Agreement, unless the defaulting party is actively and satisfactorily
pursuing such remedy and more time is required, which additional
time shall be granted to the curing party, whereupon the expiration of
such time period.

8.

9.

Accounting and Auditing

8.1

ESL shall keep complete and accurate books of account and shall
preserve all contracts and other records relative to this Agreement for
such period intimated by the BPS. Should any dispute arise with
reference to any accounting item, the relevant books and records shall
be preserved until the dispute has been resolved and the specified
period shall be extended accordingly.

8.2

BPS shall have the right to audit and to inspect the books of account
and records pertaining to the School Campuses and to make copies
thereof and excerpts there from in normal business during the term of
this Agreement (including any renewal thereof) and within one year
after the expiry of such term. BPS shall have the right to audit the profit
and loss statements, balance sheets and financial and tax records at the
cost of BPS by the independent auditors.

Taxable Incomes and Withholding Taxes

9.1

Each Party will be responsible for payment of all taxes, levies and other
charges which may be imposed by any local or provincial
governmental authorities. It shall pay and bear all present and future

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taxes due to it under the applicable Pakistan Law (including but not
limited to remittance and withholding taxes). If under any law any
income is required to be withheld from any payment or otherwise
collected by the ESL and remitted to a tax authority, then the ESL shall
withhold and the same and deposit any such taxes and with-holdings
to the tax authority and provide sufficient receipts/documentary
evidence to the BPS of such payments.
10.

Force Majeure
10.1 Whenever a period of time is herein prescribed for the taking of any
action by BPS or ESL, BPS or ESL shall not be liable or responsible for,
and there shall be excluded from the computation of such period of
time, any delays due to strikes, riots, acts of God, shortages of labor or
materials, war, governmental laws, regulations or restrictions, or any
other cause whatsoever beyond the control of BPS or ESL.

11.

Confidentiality
11.1

The Parties agree to use their good faith efforts to refrain from
disclosing the financial terms of this Agreement.

11.2

Either Party may disclose the financial terms of this Agreement to

persons other than employees, consultants and advisors when required
by law, regulation, or prior Agreement or for purposes of a stock sale or
asset sale. No recourse, action or penalty shall be associated with the
good faith effort of non-disclosure herein embodied.

12. Arbitration
12.1

Any dispute arising out of or in connection with this Agreement

including without limitation the interpretation of any provision of this
Agreement or the breach, termination or invalidity of this Agreement
(a Dispute) shall initially be settled amicably between the Parties,
failing which it shall be referred exclusively and finally to arbitration
for proper adjudication. The Parties to Dispute shall appoint their
respective Arbitrators and in the event of divergent awards the matter
shall be referred to an Umpire. The arbitration shall be governed by the
Arbitration Act, 1940 and the venue of arbitration shall be at Lahore.

13. Miscellaneous

13.1

Waiver
No waiver by either Party of any default by the other in the
performance of any of the provisions of this Agreement shall be
effective unless in writing duly executed by an authorized
representative of the Parties and no such waiver shall operate or be
construed as a waiver of any other or further default whether of a like
or of a different character.

13.2

Severability
If any part of any provision of this Agreement, or document or writing
given pursuant to or in connection with this Agreement shall be invalid
or unenforceable under applicable law, said part shall be ineffective to
the extent of such invalidity only, and the remaining terms and
conditions shall be interpreted so as to give the greatest effect possible
thereto.

13.3

Survival of Provisions
Any obligation of the Parties relating to monies owed, as well as those
provisions relating to limitations on liability and actions, shall survive
termination or expiration of this Agreement.

13.4

Entire Agreement
The terms and conditions contained herein supersede all prior oral or
written understandings between the Parties and constitute the entire
agreement between them concerning the subject matter of this
Agreement. This Agreement shall not be modified or amended except
by writing signed by authorized representatives of the parties.

13.5 Assignability
This Agreement is intended solely for the benefit of the Party(ies) and
is not intended to confer any benefits upon, or create any rights in
favour of any other person or entity. This Agreement is of personal
character and it can only be assigned by either Party with the prior
written consent of the other Parties to this Agreement.

13.6

Relationship among the Parties

No provision of this Agreement shall be construed as creating a
partnership or fiduciary relationship among or between the Parties.

13.7 Notices
That the Parties have covenanted that notices under this Agreement
shall be delivered to the respective Parties through registered post
and/or courier service, or email, the receipt whereof shall be kept as
evidence of the same and shall be addressed hereto the respective
Parties on the addresses stipulated hereunder.
BPS:

ESL:

________________

___________________

IN WITNESS WHEREOF, BPS and ESL have executed this Agreement in multiple
original counterparts as of the day and year first above written.

BPS (PVT) LIMITED

Signature:
Name:
Designation:
EDUCATORS SERVICES (PVT) LIMITED
Signature:
Name:
Designation:

WITNESSES

1.

Signature:
Name:

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Designation:
NIC No.

2.

Signature:
Name:
Designation:
NIC No.

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Schedule I
List of School Campuses in detail

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Schedule II
Inventory