Office Facility and Services Agreement Format for India

1. Grant and nature of arrangement

1.1 The Centre shall make available to the Client the workspace described in Schedule A, together with the facilities and services described in this Agreement, during the Term.

1.2 The permission to use the workspace is incidental to and inseparable from the services supplied by the Centre. Except to the extent required by applicable law or expressly agreed in a duly stamped and registered instrument, this Agreement is not intended by itself to transfer any ownership interest in the Premises.

1.3 The legal character of the arrangement shall nevertheless be determined by applicable law and the actual rights and possession created by the transaction.

2. Facilities and services

Subject to this Agreement, the Centre may provide:

1. access to the designated workspace for the Client, its authorised employees, representatives and bona fide visitors;
2. use of furniture, fixtures and fittings listed in Schedule A or an inventory signed by the Parties;
3. electricity, lighting and air-conditioning during normal operating hours, subject to building policy and availability;
4. common reception, housekeeping, pantry and office-assistance facilities, where included in the commercial proposal;
5. internet/Wi-Fi, telecommunications or other connectivity services, where included;
6. reasonable use of common areas and shared amenities, subject to booking rules and fair-use policies; and
7. any additional service specifically agreed in writing.

The Centre may provide common facilities to other occupants and clients so long as this does not materially prevent the Client from receiving the contracted services.

3. Client obligations

The Client shall:

1. use the Premises only for lawful commercial office purposes and only for the business notified to the Centre;
2. comply with applicable laws, building rules, fire and life-safety requirements, access controls, security procedures and reasonable house rules notified by the Centre;
3. take reasonable care of the workspace, furniture, fixtures and equipment and promptly report damage;
4. not bring explosives, hazardous, prohibited or unlawfully stored materials into the Premises;
5. not create nuisance, obstruction, excessive noise, unlawful activity or risk to other occupants;
6. not make structural alterations, drillings, permanent installations or material changes without prior written consent;
7. not transfer, sublicense, share or commercially resell its rights under this Agreement without prior written consent;
8. ensure its employees, contractors and visitors comply with the applicable provisions of this Agreement; and
9. remove its property at the end of the Term or earlier termination, subject to any lawful lien or other remedy available to the Centre.

4. Centre obligations

The Centre shall, subject to agreed service levels, building conditions and events beyond reasonable control:

1. maintain the common office area in reasonably clean and serviceable condition;
2. provide the utilities and facilities specifically included in the agreed charges;
3. maintain reasonable access-control and common-area safety arrangements;
4. promptly address material service interruptions within its reasonable control; and
5. comply with legal requirements applicable to the services it provides and the Premises under its control.

5. Service charges, utilities and taxes

5.1 The Client shall pay a service charge of Rs. __________ per month / quarter, plus applicable taxes, on or before __________.

5.2 Variable or separately metered services-including electricity beyond the included limit, printing, meeting-room use, telecom, internet upgrades, parking or other specifically consumed services-shall be billed as agreed in Schedule B.

5.3 GST, withholding tax/TDS and other taxes shall be dealt with according to applicable tax law. Each Party shall provide legally required invoices, tax particulars and certificates within a reasonable time.

5.4 Undisputed invoices shall be paid within ____ days of receipt. A Party disputing an invoice shall notify the other Party promptly with reasons and shall pay the undisputed portion when due.

6. Security deposit

6.1 The Client shall pay an interest-free refundable security deposit of Rs. __________.

6.2 On expiry or lawful termination, the Centre shall refund the balance security deposit within ____ days after the Client vacates the workspace and returns access devices, after adjusting documented and legally recoverable unpaid charges, taxes, repair costs for damage beyond reasonable wear and tear, or other amounts due under this Agreement.

6.3 Any adjustment shall, where reasonably practicable, be accompanied by a statement showing the basis of deduction.

7. Damage, property and insurance

7.1 The Client shall be responsible for physical damage to the Centre's property caused by the Client or persons for whom it is responsible, except reasonable wear and tear and damage caused by events beyond the Client's reasonable control.

7.2 Each Party is responsible for arranging insurance appropriate to its own property, personnel and business risks. The Centre does not insure the Client's equipment, records, stock or personal belongings unless expressly agreed in writing.

7.3 Neither Party excludes liability that cannot lawfully be excluded. Any limitation of liability should be completed or negotiated having regard to the commercial value and risk profile of the transaction.

8. Legal and regulatory compliance

8.1 Each Party shall comply with laws applicable to its own activities under this Agreement, including applicable corporate, labour, tax, local municipal, fire and safety requirements.

8.2 The Client shall obtain and maintain licences, registrations or approvals required for its own business operations.

8.3 If the nature or duration of the arrangement attracts stamp duty, compulsory registration or other formalities under Central or State law, the Parties shall complete those formalities and allocate the related costs as follows: ________________________.

9. Confidentiality and personal data

9.1 Each Party shall use reasonable care to protect confidential business information received from the other Party and shall use it only for performing or enforcing this Agreement, except where disclosure is required by law or to professional advisers under duties of confidentiality.

9.2 Where a Party processes digital personal data in connection with access control, visitor management, billing, support, security systems or other services, it shall comply with the Digital Personal Data Protection Act, 2023, the Digital Personal Data Protection Rules, 2025 and other applicable privacy or cybersecurity requirements, in each case to the extent then in force and applicable to that Party and processing activity.

9.3 The Parties shall implement reasonable technical and organisational safeguards appropriate to the nature of information handled under the Agreement.

10. Electronic communications and signatures

Subject to applicable law and any mandatory stamping or registration requirement, this Agreement, notices, approvals and amendments may be executed or exchanged in electronic form and authenticated by valid electronic signature or other mutually accepted lawful method.

11. Term and renewal

11.1 This Agreement shall commence on ____ / ____ / 20__ and continue until ____ / ____ / 20__ ("Term"), unless terminated earlier under this Agreement.

11.2 Renewal shall be only by written agreement. No automatic renewal shall be inferred merely from discussions or continued negotiation unless applicable law provides otherwise.

12. Termination

12.1 Either Party may terminate this Agreement without cause by giving ____ days' written notice, if the commercial arrangement permits such termination.

12.2 A Party may terminate for a material breach if the defaulting Party fails to cure the breach within 7 / 15 / 30 days after receiving a written notice specifying the breach, unless the breach is incapable of cure.

12.3 Termination may be immediate where continued performance would be unlawful, creates a serious safety or security risk, involves fraud or prohibited activity, or where immediate termination is otherwise permitted by applicable law.

12.4 On termination, the Client shall cease using the workspace, return keys/cards and remove its property within the agreed period. The Centre shall use lawful remedies for recovery of possession, dues or abandoned property and shall not rely on forcible or unlawful self-help.

13. Overstay and continued use

If the Client continues to use the workspace after expiry or termination without written consent, the Client shall pay the agreed overstay charge of Rs. __________ per day or such other amount lawfully recoverable, without prejudice to the Centre's right to seek appropriate legal relief. Payment of an overstay charge shall not by itself create a renewal, tenancy or other proprietary right.

14. Indemnity

Each Party shall indemnify the other against direct losses, third-party claims, penalties or reasonable costs arising from its own material breach, negligence, wilful misconduct or violation of law, subject to applicable law and any agreed limitation of liability.

15. Force majeure and service interruption

Neither Party shall be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, civil disturbance, governmental restriction, major utility failure or network outage, provided the affected Party gives reasonable notice and takes reasonable steps to mitigate the impact. Payment obligations already accrued are not automatically waived.

16. Notices

16.1 Notices under this Agreement shall be sent to the addresses and email IDs set out below or later notified in writing:

Centre: ________________________________________
Email: ________________________________________

Client: ________________________________________
Email: ________________________________________

16.2 Notices may be delivered by hand, recognised courier, registered/speed post or email where legally valid and capable of being evidenced. Deemed-receipt provisions, if desired, should be completed consistently with applicable law and the Parties' communication practices.

17. Assignment and subcontracting

Neither Party may assign the whole of this Agreement without the other Party's prior written consent, except to a successor in connection with a lawful merger, reconstruction or transfer of substantially all relevant business assets, subject to applicable law. The Centre may engage vendors to perform ancillary services while remaining responsible for its contractual obligations to the extent agreed herein.

18. No waiver; amendments; severability

A delay in enforcing a right is not a waiver. Any amendment must be in writing and signed or validly authenticated by authorised representatives of both Parties. If a provision is held invalid or unenforceable, it shall be read down or severed to the minimum extent necessary, and the remainder shall continue to operate where legally possible.

19. Entire agreement and precedence

This Agreement together with its schedules and any signed commercial proposal constitutes the agreement between the Parties on its subject matter and supersedes prior proposals or understandings on the same subject. In case of inconsistency, the following order of precedence shall apply unless otherwise stated: (1) signed amendment, (2) this Agreement, (3) Schedule B commercial terms, and (4) Schedule A space/inventory details.

20. Governing law, courts and arbitration

20.1 This Agreement shall be governed by the laws of India.

20.2 The Parties shall first attempt in good faith to resolve a dispute through authorised representatives within 15 days after written notice of the dispute.

20.3 If unresolved, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, as amended from time to time. The tribunal shall consist of a sole arbitrator mutually appointed by the Parties. If the Parties do not agree on the appointment, the arbitrator shall be appointed in accordance with the Act.

20.4 The seat and venue of arbitration shall be ________________, India. The language shall be English, unless otherwise agreed. Courts having jurisdiction at the seat of arbitration shall have jurisdiction for applications and proceedings permitted by law.

21. Execution

IN WITNESS WHEREOF, the Parties, acting through their duly authorised representatives, have executed this Agreement on the date first written above.

Witnesses

1. Name: ________________________   Signature: ________________

2. Name: ________________________   Signature: ________________

Schedule A - Workspace, inventory and access

Premises / floor / unit / desk(s): ________________________________________

Furniture, fixtures and equipment: ________________________________________

Access days/hours: ________________________________________

Authorised users / access cards: ________________________________________

Schedule B - Commercial terms and included services

Base service charge: Rs. ____________

Billing cycle / due date: ________________________________________

Security deposit: Rs. ____________

Included utilities/services: ________________________________________

Additional usage charges: ________________________________________

Notice period: ____________ days