Builder Collaboration Agreement Format for Property Development

This Agreement is made and executed at on this day of , 20.

BETWEEN

(1) and (2) , residing/having address at , being the lawful owner(s) and person(s) entitled to the property described in the Schedule below, hereinafter collectively referred to as the "Owner" (which expression shall, unless repugnant to the context, include their respective heirs, legal representatives, executors, administrators, successors and permitted assigns), of the ONE PART;

AND

, an individual/proprietorship/partnership/LLP/company having its office at , acting through , hereinafter referred to as the "Developer" (which expression shall, unless repugnant to the context, include its successors and permitted assigns), of the OTHER PART.

The Owner and Developer are individually a "Party" and collectively the "Parties".

Recitals

A. The Owner represents that the Owner is lawfully seized and possessed of, or otherwise well and sufficiently entitled to, the land/property situated at , admeasuring approximately square metres/square feet, more particularly described in the Schedule and shown in the annexed plan ("Property").

B. The Developer is engaged in real estate development and has represented that it has the technical, managerial and financial capability to undertake development of the Property in accordance with applicable law.

C. The Owner has agreed to grant development rights to the Developer, and the Developer has agreed to undertake development, on the terms recorded below.

1. Grant of Development Rights

1. Subject to the terms of this Agreement and applicable law, the Owner grants to the Developer the right to develop the Property by constructing the project approved by the competent authorities.
2. The development rights are limited to the rights expressly granted by this Agreement and do not by themselves transfer ownership of the underlying land unless a separate registered conveyance or other legally effective instrument provides otherwise.
3. The Developer shall use available and lawfully permissible FSI/FAR, development potential, TDR or other development rights only in the manner permitted by applicable planning law and the sanctioned plans.

2. Owner's Title, Representations and Due Diligence

1. The Owner represents that the Owner has clear, marketable and transferable title or legally sufficient development rights in the Property, subject only to matters expressly disclosed in Schedule B.
2. The Owner shall disclose existing mortgages, charges, leases, licences, tenancies, litigation, acquisition proceedings, reservations, easements, encroachments, government notices and third-party rights affecting the Property.
3. Except as expressly disclosed, the Owner represents that no prior agreement for sale, development agreement, collaboration agreement, transfer, mortgage or other third-party right has been created over the Property.
4. The Developer shall be entitled to conduct legal and technical due diligence before committing substantial project expenditure. The Owner shall make available original or certified title documents and records reasonably required for examination.
5. Original title deeds may be placed with the Owner's advocate, an escrow agent or other agreed custodian under written custody terms. They shall not be deposited as security or delivered to a financier except as expressly authorised by the Owner and permitted by law.

3. Plans, Sanctions and Statutory Approvals

1. The Developer shall, at its cost unless otherwise stated in Schedule C, engage qualified architects, engineers and consultants to prepare plans and project documents.
2. The plans shall be submitted to the competent planning, municipal, development, fire, environment, utility and other authorities as applicable. The Owner shall sign applications and documents reasonably necessary for lawful approvals, provided the same are consistent with this Agreement.
3. A copy of each sanctioned plan, revised sanction, commencement/building permit and material approval shall be supplied to the Owner.
4. No material deviation from sanctioned plans or statutory project specifications shall be made except as permitted by applicable law and, where required, with the consent of the Owner and/or allottees.

4. Limited Power of Attorney

1. If reasonably required, the Owner may execute a specific and limited Power of Attorney authorising the Developer or its nominee to submit applications, obtain approvals, represent the Owner before competent authorities and perform identified acts necessary for development.
2. The Power of Attorney shall not be interpreted as an unrestricted transfer of title and shall be stamped, authenticated or registered wherever legally required.
3. Any authority to execute agreements, conveyances or other instruments affecting immovable property shall be expressly stated and exercised only in accordance with this Agreement and applicable law.

5. RERA and Real Estate Regulatory Compliance

1. If the project is required to be registered under the Real Estate (Regulation and Development) Act, 2016 or applicable State/UT RERA rules, the Parties shall ensure registration before advertising, marketing, booking, selling or offering units for sale, as required by law.
2. The Parties acknowledge that statutory status as "promoter" depends on law and the actual project structure. Where both Owner and Developer are treated as promoters or co-promoters, each shall perform the obligations imposed upon it by law and cooperate in project registration and disclosures.
3. The Developer shall maintain project disclosures, accounts, records, sanctioned-plan information, construction progress and other RERA filings allocated to it under Schedule D.
4. Amounts received from allottees shall be handled in accordance with RERA, applicable rules and the project registration conditions. No contractual provision shall authorise receipt, diversion or use of allottee funds contrary to law.
5. Agreements for sale, allotment documents, advertisements and conveyances issued to purchasers shall comply with RERA and applicable State/UT rules.

6. Consideration / Owner's Share

In consideration of the development rights granted by the Owner, the Developer shall provide the consideration selected and completed below:

1. Monetary consideration: ₹ (Rupees only), payable in the instalments stated in Schedule C; and/or
2. Area share: % of the agreed saleable/carpet/built-up area, specifically identified in Schedule C; and/or
3. Revenue share: % of defined project realisations calculated and paid in the manner stated in Schedule C.

Any earnest money or security deposit paid on execution shall be separately acknowledged, and the consequences of adjustment, refund or forfeiture shall be governed by this Agreement and applicable law.

7. Possession and Licence to Enter

1. Subject to satisfaction of the agreed conditions precedent, the Owner shall permit the Developer to enter the Property for surveys, approvals, demolition where permitted, site development and construction.
2. Such entry and possession shall be solely for implementing the development and shall not create a tenancy or any ownership right beyond those expressly provided in a duly stamped and, where required, registered instrument.
3. The date and nature of possession or site handover shall be recorded in a written possession memorandum.

8. Construction and Development Obligations

1. The Developer shall carry out construction at its cost and risk in accordance with sanctioned plans, applicable building codes, safety requirements, specifications and approved project standards.
2. The Developer shall engage appropriately qualified contractors, engineers, architects and other professionals and shall remain responsible for coordination of the development work.
3. The Developer shall comply with applicable labour, workplace safety, environmental, construction-and-demolition waste, fire and municipal requirements.
4. The Developer shall maintain appropriate construction, third-party liability and other insurance required by law or reasonably appropriate to the project.
5. The project shall be completed within the period stated in Schedule C, subject to lawful extensions and force majeure events expressly provided in this Agreement or applicable law.

9. Project Finance and Encumbrances

1. The Developer shall not mortgage, charge or create security over the Owner's retained land or Owner's allocated area without the Owner's prior written consent and compliance with applicable law.
2. Any project finance secured against the Developer's rights or receivables shall be structured so that the Owner's rights and allocated share are protected to the extent lawfully possible.
3. The Developer shall disclose material financing arrangements that create rights over the Property or project assets.

10. Marketing, Allotment and Sale of Developer's Share

1. After obtaining all registrations and permissions legally required for marketing and sale, the Developer may market and sell the units allocated to the Developer under Schedule C.
2. The Developer shall not represent that it owns or may sell the Owner's allocated units unless separately authorised in writing.
3. All advertisements, booking documents and agreements for sale shall accurately reflect sanctioned plans, RERA disclosures, specifications and the Party entitled to sell the relevant unit.
4. The Developer shall be responsible for purchaser claims arising from false representations, unauthorised promises or breaches attributable to the Developer, subject to applicable statutory liability of other promoters.

11. Owner's Allocated Area / Share

1. The units, floors, parking rights and other areas allocated to the Owner shall be specifically identified in Schedule C or by a subsequent written allocation plan.
2. The Developer shall complete the Owner's allocated area to the same agreed construction standard as comparable project units unless Schedule C provides otherwise.
3. The Owner may deal with the Owner's allocated units subject to RERA, project registration conditions, applicable tax law and this Agreement.

12. Completion, Occupancy and Handover

1. The Developer shall diligently pursue completion/occupancy certificates and other approvals required for lawful occupation and use.
2. After receipt of the legally required completion/occupancy approval and completion of the Owner's allocated share, possession shall be handed over with keys, plans, warranties and documents identified in Schedule D.
3. Defect rectification and statutory defect-liability obligations shall be governed by RERA, other applicable law and any additional contractual warranty stated in Schedule C.

13. Conveyance and Transfer Documents

1. The Owner shall execute conveyances, declarations or other instruments lawfully required to transfer title or interests to allottees, associations or other entitled persons, to the extent contemplated by the approved project structure and applicable law.
2. The Developer shall prepare such documents and bear the expenses allocated to it under Schedule C. Stamp duty and registration charges payable by purchasers or other parties shall be borne as required by law and the relevant transaction documents.
3. No clause of this Agreement shall substitute for a registered conveyance where registration is required to legally transfer title or an interest in immovable property.

14. Taxes, Charges and Outgoings

1. Property taxes, land revenue, utility dues and other outgoings accruing up to the agreed site-handover date shall be borne by the Owner unless stated otherwise in Schedule C.
2. Project-development expenses and outgoings after site handover shall be borne by the Developer to the extent allocated in Schedule C.
3. Each Party shall bear its own income-tax and other direct-tax liabilities. GST, TDS and other transaction taxes shall be dealt with in accordance with applicable law and the actual transaction structure.

15. Acquisition, Reservation and Government Notices

1. The Owner shall disclose all notices relating to acquisition, requisition, road widening, reservation, land-use restriction, demolition, encroachment, unauthorised construction or other governmental action affecting the Property.
2. If a material undisclosed pre-existing notice or defect makes the proposed development legally or commercially impossible, the Developer may exercise the remedies stated in Clause 19, without prejudice to rights available under law.
3. Notices arising after execution shall be promptly shared between the Parties and addressed by the Party responsible under this Agreement.

16. Costs, Stamp Duty and Registration

1. This Agreement, any Power of Attorney, possession instrument and conveyance shall be duly stamped and registered wherever required under the applicable State/UT stamp and registration laws.
2. The Party responsible for stamp duty, registration fee and incidental execution costs shall be stated in Schedule C. If the law imposes liability differently, the Parties shall comply with the law.
3. Each Party shall ordinarily bear its own legal and professional fees unless otherwise agreed.

17. Assignment and Nominees

1. The Developer shall not transfer or assign the whole project or its material development rights except with the Owner's prior written consent and all approvals, allottee consents and RERA permissions required by law.
2. Appointment of contractors, consultants or marketing agents shall not release the Developer from its obligations under this Agreement.

18. Indemnity

1. The Owner shall indemnify the Developer against losses arising from material breach of the Owner's title representations or undisclosed pre-existing encumbrances attributable to the Owner.
2. The Developer shall indemnify the Owner against losses, third-party claims, penalties and liabilities arising from unauthorised construction, breach of sanctioned plans, wrongful marketing, contractor claims, construction negligence or statutory non-compliance attributable to the Developer.
3. Nothing in this indemnity shall exclude or restrict liability that cannot lawfully be excluded.

19. Default and Termination

1. A Party alleging a remediable material breach shall give written notice specifying the breach and allow 30 days, or another reasonable period stated in Schedule C, to cure it.
2. The Owner may terminate for material and uncured default including abandonment of the project, unauthorised transfer of development rights, serious statutory breach or failure to pay agreed consideration.
3. The Developer may terminate for material and uncured title defect, failure of the Owner to cooperate with lawful approvals, undisclosed encumbrance, or prevention of development contrary to this Agreement.
4. Termination shall be subject to rights already created in favour of lawful allottees, lenders and statutory authorities, and shall be implemented consistently with RERA and other applicable law.
5. The Agreement shall specify the treatment of approvals, construction already carried out, materials, deposits, consideration paid, project accounts and documents on termination.

20. Force Majeure

Neither Party shall be treated as in default to the extent performance is prevented by an event legally recognised as force majeure or by a circumstance expressly defined in Schedule C, provided the affected Party promptly notifies the other, takes reasonable mitigation measures and resumes performance when reasonably possible. Any statutory RERA treatment of force majeure shall prevail where applicable.

21. Dispute Resolution and Arbitration

1. The Parties shall first attempt in good faith to resolve disputes through authorised representatives within 30 days of written notice.
2. Subject to remedies and jurisdiction mandatorily available under RERA or other applicable law, contractual disputes capable of arbitration shall be referred to a sole independent and impartial arbitrator mutually appointed by the Parties.
3. If the Parties fail to agree on the arbitrator, either Party may seek appointment in accordance with the Arbitration and Conciliation Act, 1996, as amended.
4. The seat and legal place of arbitration shall be . The language shall be English unless otherwise agreed.
5. The arbitration agreement shall be governed by the Arbitration and Conciliation Act, 1996 and amendments in force.

22. General Provisions

1. Notices: Notices shall be sent to the postal and electronic addresses stated in Schedule D.
2. Amendments: Amendments shall be effective only when recorded in writing and signed by authorised representatives of both Parties.
3. No waiver: Delay or failure in enforcing a right does not by itself amount to waiver.
4. Severability: Invalidity of one provision shall not invalidate the remainder to the extent the Agreement can lawfully continue.
5. Entire agreement: This Agreement and its schedules record the understanding between the Parties concerning the development arrangement and supersede prior discussions on that subject.
6. Governing law: This Agreement shall be governed by the laws of India together with applicable State/UT real estate, planning, stamp, registration and municipal laws.

Schedule A - Description of Property

Schedule B - Disclosed Encumbrances / Existing Rights

Schedule C - Commercial and Development Terms

Schedule D - Compliance and Document Responsibilities

IN WITNESS WHEREOF, the Parties have signed this Agreement on the date first written above.

Witnesses

1. Signature: __________________ Name & Address: ______________________________________________

2. Signature: __________________ Name & Address: ______________________________________________

Acknowledgment of Amount Received, if Applicable

Received from the Developer ₹ (Rupees only) by cheque / bank transfer / other lawful mode bearing reference , subject to the terms of this Agreement.