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CONSULTING SERVICES AGREEMENT

This consulting services agreement (“Agreement”) is made at __________ on this ____ day of
___________ (“Execution Date”)

BETWEEN

JONES LANG LASALLE PROPERTY CONSULTANTS (INDIA) PVT. LTD., a company

incorporated under the Companies Act, 1956 having its registered office at 1110, Ashoka Estate,
Barakhamba Road, Connaught Place, New Delhi – 110 001, India and corporate office at ,
“Consultant”) and shall include its successors and permitted assigns, of the First Part

AND

_________________________, a company incorporated under ___________ having its registered

office at _________________________ (“Client”) and shall include its successors and permitted
assigns, of the Second Part.

Consultant and the Client are also hereinafter individually referred to as “Party” and collectively as
“Parties”.

WHEREAS the Consultant is engaged in the business of providing real estate consultancy services in
India.

WHEREAS the Client is desirous of procuring consulting services from the Consultant.

WHEREAS the Consultant has offered and the Client has accepted the provision of consulting
services in accordance with the terms and conditions of this Agreement.

NOW THIS AGREEMENT WITNESSETH THE TERMS AND CONDITIONS DETAILED

HEREUNDER:

1. SERVICES

1.1. Consultant shall provide consulting services to the Client, the scope of which has been set
out in in Exhibit A (“Services”).

1.2. Consultant shall at all times comply with all laws as applicable to the Consultant for
provision of the Services.

1.3. For avoidance of any doubts it is expressly clarified here that the Consultant does not
provide any kind of due diligence whether legal, taxation, environmental or technical
diligence. In case any such information, whether deliberately or inadvertently, directly and/
or indirectly, is shared by the Consultant with the Client irrespective of whether it is in
written, representational, electronic, verbal and/ or any other tangible and/ or intangible
form, not to be relied upon by the Client for internal use, for further dissemination and/ or
any third party usage.

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2. FEE AND TAXES

2.1. Consultant shall invoice the Client for the fees, expenses and costs as per the payment
schedule mentioned in Exhibit B.
2.2. Client shall pay the Consultant fees, expenses and costs for Services as per the payment
schedule mentioned in Exhibit B and within thirty (30) days from the date of the invoice.
However, the Client shall have the right to raise a dispute on the invoice within seven (7)
days from the date of receipt of the invoice along with reasons for objection in writing, and
pay that portion of the invoice not in dispute within thirty (30) days from the date as
mentioned on the invoice. Consultant may thereupon promptly make suitable corrections/
additions/ deletions to the invoice and raise the revised invoice on the Client. It is agreed
between the Parties that in case Client does not or fails to raise any dispute with respect to an
invoice within the stipulated time period of seven (7) days, such invoice shall be deemed to
be unconditionally and irrevocably accepted and acknowledged by the Client and the Client
shall accordingly release payments within thirty (30) from the date of the invoice.

2.3. All goods and services tax, service tax or similar taxes must be paid or reimbursed by Client
to Consultant at the same time as the fees are paid to Consultant. All costs and out of pocket
expenses shall be charged ‘on actuals’ basis and will be payable by the Client to the
Consultant within [_] days from date of invoice raised by the Consultant. Without prejudice
to other rights or remedies that the Consultant may have under law or equity, the Parties
agree that in case the Client fails to make the payment of the fees, expenses and costs for
Services as per the payment schedule mentioned in Exhibit B within thirty (30) days from
the date of the invoice, the Client will be liable to pay interest at the rate of twelve per cent
(12%) p.a. on the due invoice amount from the date of invoice till the realization of the
amount.

3. CONFIDENTIALITY

3.1. Except as otherwise expressly provided herein, all written information including but not
limited to information related to technical, financial or business affairs, personnel,
customers, suppliers, products, operations, processes, trade secrets and know-how
communicated by one Party (“Discloser”) to the other Party (“Recipient”) in connection
with this Agreement that was identified or marked as being confidential or proprietary to the
Discloser (“Confidential Information”) will be used by the Recipient only for purposes of
this Agreement, and no such Confidential Information will be disclosed by the Recipient
without the prior written consent of the Discloser except as may be necessary in connection
with the performance of the Services. The Recipient will exercise at least the same level of
care to protect the Discloser’s Confidential Information as it exercises to protect its own
confidential information of a similar nature, but in no event less than reasonable care.

3.2. The restrictions of Clause 3.1 shall not apply to Confidential Information that:

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3.2.1. is or becomes generally available to the public through no breach by the Recipient of its
obligations contained herein;

3.2.2. was lawfully known to the Recipient or had been lawfully possessed or obtained by the
Recipient prior to receipt from the Discloser hereunder;

3.2.3. is developed by the Recipient independently of any of Discloser’s Confidential Information;

3.2.4. is identified in writing by the Discloser as no longer proprietary or confidential; or

3.2.5. is required to be disclosed by law, regulation or court order, provided that the Recipient gives
written notice to the Discloser (as soon as reasonably possible under the circumstances) of
such legal and regulatory requirement to disclose, so as to allow the Discloser reasonable
opportunity to contest such disclosure.

3.3. To the extent that such disclosure is required for the purposes of this Agreement, either Party
may disclose Confidential Information to its employees, agents, independent contractors,
professional advisers and auditors, so long as all such recipients are bound by similar
confidentiality obligations as the Parties herein.

3.4. Each Party’s Confidential Information is and will remain the sole and exclusive property of
such Party, notwithstanding any disclosure made to the other Party during the Term of this
Agreement.

3.5. Notwithstanding anything contained in this Agreement, the confidentiality obligations

contained in this clause 5 will survive for a period of one (1) year from the date of expiry or
termination of this Agreement, whichever is earlier.

3.6. Neither the Client nor the Consultant shall be restricted by this Agreement (except in relation
to non-disclosure of Confidential Information) from developing and using any techniques,
ideas, concepts, information or know-how relating to methods or processes of general
application or which is otherwise in a de-identified data format for combination with other
data in order to create benchmarks, performance curves and similar statistical devices.

4. REPRESENTATIONS AND WARRANTIES

4.1. Each Party represents and warrants to the other that (i) it has all requisite power and
authority to enter into this Agreement and to perform its respective obligations hereunder,
and (ii) execution of the Agreement will constitute valid and binding obligation and be
enforceable against it in accordance with its terms.

4.2. The Client further represents and warrants that the information provided by it to the
Consultant in order to perform Services under this Agreement is true, correct and accurate in
all respects. The Consultant shall solely rely on the information provided by the Client and
Consultant shall not verify or authenticate any information that will be provided by the
Client.

5. USE OF WORK PRODUCT AND RELIANCE

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5.1. Any deliverables including without limitation draft report or final report prepared by
Consultant under this Agreement shall be used solely for the internal purposes of Client. The
Client shall get a right to use the deliverables prepared by Consultant under this Agreement
upon receipt by the Consultant of fee, costs and expenses payable to Consultant as per terms
of this Agreement.

5.2. The Client agrees that it shall not, directly or indirectly, without seeking and obtaining
Consultant’s written approval (i) publish the deliverables, disclose the deliverables in any
public document or use any deliverables in connection with any public documents, or (ii)
present the same before any court of law, any legal platform, arbitration tribunal,
government or regulatory authority. Further, Consultant shall not be referred to in any
public documents without seeking Consultant’s prior written consent.

5.3. The data, documentation, and assumptions used to prepare any analysis or reports hereunder
will be derived from information supplied by Client, published information, information
prepared by Consultant in the regular course of its business, and other industry sources.
Consultant will not be responsible for the accuracy of such data and information, and for any
assumptions derived therefrom. However, Consultant’s performance will be based on
Consultant’s professional evaluation of all such available sources of information in the
public domain. Client acknowledges and agrees that there may be differences between
projected and actual results because events and circumstances frequently do not occur as
predicted, and those differences may be material and hereby releases Consultant from any
claims or liability arising from these differences.

5.4. Client is responsible for representations made to Consultant about its plans and expectations
and for disclosure of significant information that might affect the ultimate realization of the
conclusions and recommendations made by Consultant. The final decision to implement the
recommendations made by Consultant rests with Client. Client acknowledges and agrees that
the Consultant shall under no circumstances be liable for any losses, damages and costs, etc.
suffered and/ or incurred by the Client or to any third party due to any decision taken by the
Client based on the recommendations made by the Consultant under this Agreement.

5.5. The Parties understand and agree that neither Consultant’s fees nor the payment thereof by
Client is contingent upon the results, finding, conclusions or recommendations provided by
Consultant.

6. TERM AND TERMINATION OF AGREEMENT

6.1. The term of this Agreement, unless renewed by mutual agreement of the Parties in writing,
shall be for a period of [_] months from the Execution Date of this Agreement (“Term”),
unless terminated in accordance with the terms of this Agreement.

6.2. Both Parties shall have the right to terminate this Agreement by giving thirty (30) days prior
written notice to each other, in case the other Party fails to cure the default in performance of
its obligations under this Agreement within the period of thirty (30) days of the
aforementioned written notice given by the non-defaulting Party.

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6.3. Both Parties shall have the right to terminate this Agreement at any time without assigning
any reason by giving thirty (30) days prior written notice to each other.

6.4. Either Party will have the right to terminate this Agreement with immediate effect if: (i) the
other Party becomes the subject of a bankruptcy or any other proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of creditors, (ii) the other
Party makes an assignment for the benefit of creditors, (iii) the other Party does not pay its
third party debts substantially as they become due or admits in writing its inability to pay its
debts when due, and/or (iv) an application for a receiver, trustee, or custodian is made by
anyone for the other Party.

6.5. In the event of termination, both Parties will fulfil all obligations that accrued to either of the
Parties prior to such termination. Termination of this Agreement shall not affect those
provisions hereof that by their nature are intended to survive such termination including but
not limited to Clauses 6, 7, 8, 9 and 10.

7. INDEMNIFICATION

7.1. Each Party agrees to indemnify, and keep indemnified, the other Party, its officers, directors
and affiliates against any and all liability, loss, fines, penalties, fees, damages, costs, amounts
and expense (including without limitation attorneys’ fees) arising out of any obligations,
claims, actions, suits, judgments, orders, litigations, enforcements and/or proceedings arising
from the breach of any or all of the representations and warranties provided by the Party
under this Agreement, or breach of any terms and conditions imposed on or the obligations
of the Party as contained in this Agreement.

7.2. The Client further agrees to indemnify the Consultant, its officers, directors and affiliates
from any and all claims, demands, writs, summons, actions, suits, proceedings, judgments,
orders, decrees, costs, losses, liabilities, damages and/ or expenses of any nature whatsoever
that may arise from reliance by Consultant on any information shared by the Client and/ or
any third party, or use thereof by the Consultant.

7.3. The Client further agrees to indemnify the Consultant, , its officers, directors and affiliates
against any and all liability, loss, fines, penalties, fees, damages, costs, amounts and
expenses arising out of any claims, actions, suits, judgments, orders, litigations,
enforcements and/or proceedings against the Consultant by any third party in connection
with performance of Services by the Consultant under this Agreement, including without
limitation due to reliance by any third party on deliverables submitted by the Consultant
under this Agreement. Consequent to the receipt of the claim as outlined in this clause, the
Client shall immediately and without delay proceed with the appointment of lawyers and/or
arbitrators, as the case may be, at their sole cost to defend the Consultant in such proceedings
and that the Consultant, under no circumstances, shall be liable, either for cost for defending
such a claim or for any amount that is payable by Consultant to the claimant in the event any
adverse judgement is passed by the court and/or the arbitrator.

8. LIMITATION OF LIABILITY

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8.1. Notwithstanding anything contained in the Agreement, the Consultant’s total liability
howsoever caused shall not exceed fifty per cent (50%) of the fees paid by the Client to the
Consultant for the Services rendered under this Agreement.

8.2. Notwithstanding anything contained in the Agreement, under no circumstances shall either
Party be liable in respect of consequential or indirect loss including but not limited to loss of
profit or business opportunity.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1. All disputes, controversies and differences arising out of or relating to this Agreement,
including a dispute relating to the validity or existence of this Agreement shall be referred to
and resolved by arbitration in [New Delhi, India] under the provisions of the Arbitration and
Conciliation Act, 1996. The arbitration tribunal shall consist of sole i.e. 1(one) arbitrator
jointly appointed by the Parties within fifteen (15) days from the date of first
recommendation for an arbitrator in written form for a Party to the other. If the Parties fail to
agree on appointment of such arbitrator, then the arbitrator shall be appointed as per the
provisions of Arbitration and Conciliation Act, 1996. The language of the arbitration shall be
English. As part of the terms of the appointment of the arbitrator(s), the arbitrator(s) shall be
required to produce a final and binding award or awards within six (6) months of the
appointment of the sole arbitrator (jointly appointed by the Parties). Parties shall use their
best efforts to assist the arbitrator(s) to achieve this objective, and the Parties agree that this
six (6) month period shall only be extended in exceptional circumstances, which are to be
determined by the arbitrator(s) in its absolute discretion. The arbitral award passed by the
arbitrator shall be final and binding on the Parties and shall be enforceable in accordance
with its terms. The arbitrator shall state reasons for its findings in writing. The Parties agree
to be bound thereby and to act accordingly. All costs of the arbitration shall be borne equally
by the Parties.

9.2. This Agreement shall be governed by and construed in accordance with the laws of India and
courts [New Delhi, India] shall have exclusive jurisdiction on the matters arising from or in
connection with this Agreement.

10. MISCELLANEOUS

10.1. Entire agreement

This Agreement is the entire agreement between the Parties for the Services and supersedes
all previous agreements, proposals, representations, correspondence and discussions in
connection with the Services.

10.2. Non-solicitation

Neither Party shall directly or indirectly, solicit nor offer employment to any personnel of
the other or cause any such personnel to leave the employ of the other Party until one (1)
year after the termination or expiration of this Agreement. Notwithstanding the forgoing, this
Clause shall not apply in the event any such personnel has responded to a general
advertisement for employment, provided that neither Party utilizes such exception in bad
faith to circumvent this restriction.

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10.3. Assignment

Both Parties must not assign this Agreement without the prior written consent of the other
Party, which consent must not be unreasonably withheld or delayed.

10.4. Notices

Any notice under this Agreement shall be in writing and shall be served personally or sent by
registered post (with acknowledgment of receipt requested) to address given below. Either
Party may change its address to receive notice by serving notice to the other Party in
accordance with this provision. Any notice shall be deemed to have been duly given (a) on
the day of receipt if delivered in person, (b) if sent by registered post with acknowledgement
of receipt requested, then on the date of such receipt. In the event a Party refuses delivery or
acceptance of a notice under this Agreement, it shall be deemed that such notice was given
upon proof of the refused delivery, provided such notice was sent in the manner specified
herein.

Consultant

Address: Epitome, Level 16, Tower C, Building No. 5, DLF Cyber City, Phase III,
Gurgaon 122002
Attention: Head of Department/Chief Operating Officer, Strategic Consulting

Client

Address: _____________
Attention: ____________

10.5. Force Majeure

For the purposes of this Agreement, “Force Majeure Event” shall mean acts of God or force
of nature, landslide, earthquake, flood, fire, lightning, explosion, major storm (hurricane,
typhoon, cyclone etc.), major storm warning, tidal wave, shipwreck, perils of navigation, act
of war (declared or undeclared) or public enemy, terrorism, strike, act or omission of
sovereign states or those purporting to represent sovereign states, blockade, embargo,
quarantine, public disorder, sabotage, riots, civil disorders, rebellions, or revolutions,
accident, lockouts, or labor difficulties or similar events beyond the control of the Parties or
either of them. No Party will be liable for any default or delay in the performance of its
obligations under this Agreement to the extent such default or delay is caused, directly or
indirectly by a Force Majeure Event, provided such default or delay could not have been
prevented by reasonable precautions and cannot reasonably be circumvented by the non-
performing Party through the use of alternate sources, work-around plans or other means. In
each and any Force Majeure Event, the non-performing Party will be excused from any
further performance or observance of the obligation(s) so affected for as long as such
circumstances prevail and provided such Party continues to use commercially reasonable
efforts to recommence performance or observance whenever and to whatever extent possible
without delay. Any Party so delayed in its performance will immediately notify the other and
describe in a reasonable level of detail the circumstances causing such delay. Each Party
agrees to take all reasonable steps to minimise the impact of a Force Majeure Event.

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10.6. Relationship between the Parties

At all times in providing the Services, Consultant and the Client shall act on a principal to
principal basis only, and nothing herein will at any time be construed to create the
relationship of employer and employee, principal and agent, partners, or joint ventures
between Client and Consultant, or Client’s and Consultant’s officers, directors, partners,
managers, employee or agents.

10.7. Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together
will constitute one and the same instrument.

10.8. Waiver and variation

A provision or a right created under this Agreement may not be:

(i) waived except in writing signed on behalf of the Party granting the waiver; or
(ii)varied except in writing signed by the Parties.

10.9. Severance

Any provision of this Agreement which is void, illegal or otherwise unenforceable will be
severed to the extent permitted by law without affecting any other provision of this
Agreement, and, if reasonably practical, will be replaced by another provision of economic
equivalence which is not so void, illegal or unenforceable.

IN WITNESS WHEREOF, the Parties hereto have entered into and executed this Agreement as of
the date first above written.

______________________________________ JONES LANG LASALLE PROPERTY

____________________________________ CONSULTANTS (INDIA) PVT. LTD.

Through its authorized signatory Through its authorized signatory

Name : ______________ Name : ______________

Designation : ______________ Designation : ______________

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Exhibit A:
Context, Objectives and Scope of Services

Context
Client currently has interests in _ (____) properties (hereinafter collectively referred to as “Subject
Properties” and individually referred to as “Subject Property”) located in ________, _______, and
_______, India. Following are the Subject Properties to be considered under this Agreement, details of
which as indicated by Client till this stage are as follows:

Development
Land area
Location Type potential Project status
(acres)
(MM SF)

Client hereby engages Consultant, given their extensive experience in real estate consultancy, to opine
on market values of the Subject Properties. Further details related to the Subject Properties will be
provided by Client on the date of commencement of this Agreement.

Objective
Objective of this Agreement is to opine on market values of the Subject Properties using appropriate
and acceptable procedure and methodology(ies) which are, and as well as perceived to be, most
feasible, transparent, clear-cut, and equitable, keeping in focus the prevailing market conditions.
Opinions on market values of each of the Subject Properties under this Agreement will be prepared in
accordance with International Valuation Standards and as adopted by The RICS Valuation Standards
published by the Royal Institution of Chartered Surveyors, subject to variation to meet local
established law, custom, practice and market conditions.

Opinion on market value is made on the basis of market value defined as: “The estimated amount for
which an asset or liability should exchange on the date of valuation between a willing buyer and a
willing seller in an arm's-length transaction after proper marketing wherein the parties had each
acted knowledgeably, prudently and without compulsion.”

Interest to be valued
Consultant has been informed that 100% interests in the Subject Properties are to be valued.

The type of property and how it is used, or classified, by the Client

Subject Properties to be valued are to be considered on an “as-is” basis.

Purpose of the valuation

As indicated by the Client, all deliverables prepared under this Agreement are for their internal
assessment purposes only.

Date of valuation
Dates of valuations will be the date of site visits at each of the respective Subject Properties in
presence of Client’s representatives.

Scope of work
 Attend the “kick-off” meeting and up-date/ progress meetings with Client’s representative(s), as

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required from time to time;

 Interact with instructing party (or nominated contact) to collect all information related to each of
the Subject Properties;
 Visual inspection of the Subject Properties in presence of Client’s representatives;
 Review of town planning zoning for the indicated Subject Properties: Consultant will also review
the permissible zoning for the Subject Properties based on use information that will be provided by
the Client (if indicated in ownership documents) and the relevant city master plans/ zonal plans
(wherever applicable and available);
 Review of sites’ information to be provided by the Client including sites’ areas;
 Review of existing customer sales master rolls (for areas under sale), which will be provided by the
Client. However, it may be noted that these are not to be construed as legal or technical due
diligence of sale agreements;
 Carry out macro-market and micro-market research for transactions and/ or asking instances related
to developments around the Subject Properties;
 Gather and analyze comparable transactions and/ or asking instances;
 Present basis of opinions on market values, methodologies adopted, and their underlying
assumptions;
 Market values conclusion for each of the Subject Properties.

It may be noted that the Client will be required to provide all information with respect to all Subject
Properties, and Consultant may seek Client’s confirmation and agreement on some of the assumptions
that Consultant may need to make during the term of this Agreement.

Methodology
Method that will be adopted will be the most appropriate method given market conditions depending
on status of the Subject Properties as on the defined date for opining on the market values of the
Subject Properties. Given the current development status of respective Subject Properties, following
table indicates the methodologies that will be adopted for each Subject Property:

Land Development
Proposed
Location area potential Project status
Methodology
(acres) (MM SF)

Key aspects of opinions on market value of the Subject Properties

Following are some of the key aspects of Consultant’s opinions on market value, including but not
limited to the following, which Consultant will consider while opining on market value of the Subject
Properties:
a. Client needs to provide the Consultant with all Subject Properties’-specific information,
information checklist for which will be provided by Consultant to Client on the commencement of
this Agreement.
b. Consultant will merely rely on all information provided by the Client assuming this to be correct
and dependable.
c. All market research and analyses undertaken by the Consultant will be based on information that
will be readily and reasonably available in the public domain in the Consultant’s opinion.
d. Client will need to indicate all development costs and estimates, among other Subject Properties’-
specific information, incurred and estimated to be incurred, to the Consultant for upcoming and any
proposed developments.

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e. Consultant’s opinions on market value will not consider any special terms, such as atypical
financing, sales and leaseback, and any special conditions, while valuing any of the Subject
Properties.
f. Further, Consultant’s opinions on market value will not consider any encumbrances on any of the
Subject Properties, such as mortgages, debentures, and legal disputes, among other aspects.
Consultant will assume that each Subject Property is free of all encumbrances, and can be freely
traded in the market. Client will be required to make these adjustments at their own end.
g. Consultant’s opinions on market value of the Subject Properties will be on pre-tax basis. Since
taxes are applicable at the entity level, and not at the real estate asset level, these adjustments will
not be done by the Consultant. Client will be required to make these adjustments at their own end.
h. Consultant’s opinions on market value of the Subject Properties shall not include any adjustment
towards debts outstanding, or any financial liabilities pending against any Subject Property, or tax
implications, among others. These will need to be adjusted/ incorporated at the Client’s end.
Consultant’s estimations will be limited to opinions on market values assuming all Subject
Properties to bear clear and marketable titles, and free of all encumbrances, encroachments, etc. It
will be assumed that all Subject Properties can be sold in an unbiased manner in the market.
i. Consultant does not provide opinions on market value for properties that have any litigation,
encumbrances, disputes of any manner, legal or otherwise, restrictions by Government or otherwise
including by any land owners, etc., or are in any form involved in any court case, arbitration, or any
legal proceedings, among others. In case any of the Subject Properties have any litigation,
encumbrances, disputes, restrictions by Government or otherwise including by any land owners,
etc. pending against them, among any other aspects that may prevent their unbiased and
unrestricted sale in the market, then Consultant will either not provide any opinion on market value
of the entire Subject Property, or will provide an opinion on market value only for the area out of
the total subject area that can be freely sold in the market. This will be subject to Consultant’s
discretion, and Consultant will decide on this after discussing various aspects with the Client on a
case-to-case basis.
j. Client is hereby advised that they are not to rely on findings provided by the Consultant under this
Agreement as the sole and only criteria for making any decision related to the Subject Properties.
Client has further agreed that any reports and deliverables under this Agreement will not be
submitted in any court of law anywhere in the world, neither submitted nor presented in any legal
platform, including any government agency or arbitration proceedings, nor disclosed in any public
document nor published in any manner in whole or part thereof without seeking and obtaining
Consultant’s written approval on the form and content that may be shared, and will not be used to
settle any disputes. Opinion on market value will be provided considering the real estate
components only, and any plant, machinery, equipment, fixtures, and furnitures, among others, will
not be considered under this Agreement.

In addition to the points mentioned above, among others, all deliverables under this Agreement will be
subject to Consultant’s caveats, disclaimers, and disclosures with respect to all Subject Properties.

Deliverables and time schedule

Following are the deliverables that would be submitted under this Agreement:

Opinion on market value reports: Individual opinion on market value reports will be prepared for
each Subject Property and will be based on method as indicated earlier in this Exhibit. These will be
presented in the form of detailed reports in the standard format adopted by the Consultant, and shall
include all relevant caveats and disclaimers.

Commencement date for this Agreement will be the date of receipt of the duly executed Agreement
along with receipt of all necessary and relevant information that is required for timely completion of
the Services which is to be provided by the Client to the Consultant, whichever is latest.

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Draft opinion on market value reports for a total of _ (_____) Subject Properties will be submitted
in a time frame of _ (____) weeks, for the scope of work indicated above from the date of
commencement of this Agreement, and receipt of all payments due on submission of draft opinion on
market value reports under this agreement, including the fee payable on submission of draft opinion on
market value reports, whichever is latest.

Final opinion on market value reports for the Subject Properties will be submitted in a time frame
of _ (____) weeks after the receipt of Client’s comments on the draft opinion on market value reports
and receipt of all payments due on completion of the services, including the payment due on
submission of final opinion on market value reports, whichever is latest.

This time frame is contingent on receipt of all relevant information from the Client on time as required
by the Consultant.

N. B. Each week is taken to constitute of five (5) working days, not including Saturdays, Sundays, and
public holidays.

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Exhibit B:
Timeline, Fees and Expenses

A. Professional Fee
Client shall pay Consultant a total professional fee of INR _____/- (Indian Rupees ______
Only) plus taxes and cess as applicable at the time of invoicing under Government of India rules
and regulations for providing individual opinion on market value reports for a total of indicated _
(___) Subject Properties, as per the scope of work indicated in Exhibit A in a stage-wise manner
linked to progress at various parts of the Services, as indicated in the payment schedule below:

All the fees quoted above are exclusive of Services Tax & Cess. Moreover, the abovementioned
professional fee does not include any charges, costs, and out of pocket (OPE) expenses that may
be incurred during domestic (between and within cities and other locations within India) and
international travel between any country and India, should the same be required by the Client.
Costs towards the same will be charged “on actuals” basis and will be payable by the Client to
the Consultant within fifteen (15) days of presentation of invoice(s) for the same supported by
original bills. Any international trips will be undertaken only after the Consultant has given prior
intimation to the Client for undertaking these visit(s) and after the Consultant has obtained
formal approval from the Client for the same.

B. Out of Pocket Expenses

Client shall reimburse Consultant for all out of pocket expenses (OPEs) incurred “on actuals” but
limited to a maximum of INR _____/- (Indian Rupees __________ Only) basis for any travel
within cities where Consultant does not have an office, between any cities within India, and for
any international travel, for any purpose related to this Services should the same be desired by the
Client till the time of submission of final report under this Agreement. Consultant will, however,
seek Client’s approval before initiating any travel related to the Services. In the event that the
maximum limit defined above is exceeded on account of additional requests by the Client, then
Client shall reimburse these additional costs “on actuals” basis.

Following are the probable, but not limited to, heads under which OPEs will be chargeable:
a. Intercity travel: It includes the travel costs for any visits to cities and/ or any other
international visits, and all intercity/ international travel costs will be charged “on actuals”
basis. The mode of inter-city travel will be either economy class air travel, first class rail
travel, or any road travel as may be required for timely completion of the Services.
Supporting documentation towards these expenses will be provided along with invoices for
the same.
b. Local travel: In case of inter-city travel, local travel costs, such as hiring taxicabs, airport
pickup and drops, etc., will be charged “on actuals” basis. Supporting documentation
towards these expenses will be provided along with invoices for the same.
c. Boarding and lodging: In case overnight stays are required during the course of study,
accommodation will be sought at four star category hotels and above. This will be charged,
along with other boarding and lodging costs such as meals, etc., “on actuals” basis.
Supporting documentation towards these expenses will be provided along with invoices for
the same.
d. Miscellaneous costs: In case any additional costs are incurred in relation to the Services, the
same shall be charged “on actuals” basis. Supporting documentation towards these expenses
will be provided along with invoices for the same.

All invoices towards these OPEs will be supported by original bills. All the OPEs quoted above
are exclusive of Services Tax & Cess, and will be payable by the Client to the Consultant, and

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will be over and above the professional fee and charges indicated above. It will be preferred that
Client takes care of all expenses related to any international travel under this Agreement directly.

Payment Schedule
A. Professional Fee

Stage/ Activity Percentage of Total Fee

Payable
First stage payment along with executed Agreement ___%
Submission of Draft Opinion on Market Value Reports ___%
Submission of Final Opinion on Market Value Reports ___%

B. Out of Pocket Expenses

Stage/ Activity Percentage of Total Fees

and Remuneration
Payable
Within fifteen (15) days of presentation of relevant invoice(s) 100%
along with supporting documentation

Additional Terms and Conditions

1. Consultant hereby informs the Client that property markets in cities continue to be plagued by
misinformation, non-disclosure and fragmentation, wherein almost inevitably some
information is withheld in every case. While every effort will be taken to provide authentic
data and analysis, Consultant, and/ or any of their associated companies and/ or their
employees will not be held responsible for any loss, financial or otherwise, major or minor
incurred on the basis of the information and analyses provided, nor are liable to any damages
in any form or shape.
2. Client agrees and accepts that any reports and deliverables under this Agreement will not be
submitted, either directly or indirectly through them or allow these to be submitted directly
or indirectly through any other entity, in any court of law anywhere in the world, neither
submitted nor presented, either directly or indirectly through them or allow these to be
submitted or presented directly or indirectly through any other entity, in any legal platform,
including any government agency or arbitration proceedings without the Consultant’s prior
written approval, which may be withheld at its sole discretion.
3. All payments to be made in the name of ‘Jones Lang LaSalle Property Consultants (India)
Pvt. Ltd.’ payable at New Delhi by way of demand draft, account payee cheque, or bank
transfer within a period of thirty (30) days of the receipt of the invoice by the Client.
4. The receipt of staged payments as stipulated hereinabove within the timeframes outlined
would be a condition precedent for the Client, and if the Client is not making payment, it
may also hamper the delivery timelines, towards which the Consultant shall not be liable.
Upon completion of the Services to Client, Client will be at liberty to give its comments on
the reports in writing.
5. However, comments if any may be sent in writing, to reach the office of Consultant within a
period of fifteen (15) days from the receipt of the said reports or the reports so submitted will
be deemed to be accepted by the Client.
6. Source of Information: Unless stated otherwise, all information related to Subject Properties
on which these opinions on market values will be based will be supplied to us by the Client.
This information is believed to be reliable but to the extent that Consultant will rely on such
information reasonably and in good faith, Consultant will not accept any responsibility if this
should prove not to be so. In case of information that has been obtained by Consultant’s

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market research, it will be so mentioned. In the context of the opinions on market values, (i)
Consultant will rely upon, to the extent reasonable, as being complete and correct the
information provided to Consultant by the Client, as to details of the Subject Properties’
measurements including land and built up areas, development control regulations,
development mix proposed, planning consents, constructions costs and percentage share of
the Client in projects under joint development contracts, tenancy details and (ii) Consultant
will make no representations or warranties as to the reasonableness, reliability or accuracy of
the information provided by the Client. This may materially impact on the accuracy of the
opinions on market values.
7. Title Documentation: Consultant may read documents of title(s) including any lease
documentation and joint development contracts as provided/ identified by the Client.
However, these will not be construed as due diligence of any manner, legal or otherwise,
related to the Subject Properties. Consultant will assume, unless informed by the Client to
the contrary, that the titles of Subject Properties are freehold, lies with the Client and is clear
and marketable and free of all encumbrances, restrictions, easements or other outgoings of an
onerous nature which may have a material effect on the value of the interest under
consideration. Also, Consultant will assume that Subject Properties taxes and any other
statutory dues have been paid.
8. Town Planning & Statutory Regulations: Unless Consultant is otherwise informed,
Consultant’s opinions on market values will be prepared on the basis that all premises (and
any works thereon) comply with all relevant statutory and development control regulations.
Consultant does not and will not undertake independent verification of the compliance with
statutory norms that regulate developments of the Subject Properties and the information on
land use, development mix and size which will be provided by the Client. For development
projects, Consultant will assume that all the relevant approvals have been obtained and all
fees and charges payable, if any, have been fully settled.
9. Site Condition: Consultant will undertake visual inspection only of the Subject Properties;
however, these inspections shall not be construed as investigations on sites in order to
determine the suitability of ground conditions and services for the purposes for which they
are, or are intended to be put. Consultant does not and will not undertake site inspections for
the purposes of providing archaeological, ecological or environmental surveys. Consultant’s
opinions on market values will be prepared on the assumption that these aspects are
satisfactory and that where developments are contemplated, no extraordinary expense or
delays will be incurred during the construction period due to these matters.
10. Environmental Contamination: Consultant’s sites’ surveys do not and will not include
environmental assessments or an investigation of historical records to establish whether any
lands or premises are or have been contaminated. Therefore, unless advised to the contrary,
Consultant’s opinions on market values will be carried out on the basis that Subject
Properties and instances are not affected by environmental contamination.
11. Structural Surveys: Consultant does not and will not carry out structural surveys, and will,
therefore, not give any assurances that Subject Properties and instances are free from defect.
Consultant’s inspections do not and will not give consideration to anything other than readily
apparent defects or items of obvious disrepair. Consultant does not and will not provide
details as to costs of repair.
12. Deleterious Materials: Consultant’s investigations on sites do not and will not include
ascertaining whether any building is constructed or altered using deleterious materials or
techniques (including, by way of example, high alumina cement concrete, wood wool as
permanent shuttering, calcium chloride or asbestos). Unless Consultant is otherwise
informed, Consultant’s opinions on market values will be on the basis that no such materials
or techniques have been used.
13. Outstanding Debt: In the case of properties where construction works are in hand or have
recently been completed, Consultant does not and will not make allowance for any liability

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already incurred, but not yet discharged, in respect of completed works, or obligations in
favour of contractors, subcontractors or any members of the professional or design team.
14. Disposal of Costs & Liabilities: Consultant does not and will not make any allowances for
any expenses of realisation, or taxation, which might arise in the event of disposals. Subject
Properties are considered free and clear of all mortgages or other charges, which may be
secured thereon unless otherwise advised.
15. Consultant does not and will not provide insurance values and distress and/ or forced sales
values.
16. Opinions on market values indicated in the reports for the Subject Properties will apply only
in the terms of and for the purpose of the reports. The values opined upon should not be used
in conjunction with any other assessment as it may prove incorrect if so used.
17. Opinion on market value and the reports will be valid for a period of three (3) months from the
date of the opinions on market values unless changes are observed in market conditions that
may impact the opinion on market value within this three (3) month period.

General principles of business

This section sets out the general principles upon which Consultant’s opinions on market values and
reports are normally prepared, and the conditions that apply to and form part of Consultant’s opinions
on market values and Reports. They apply unless Consultant specifically mentions otherwise in the
bodies of the Reports. Where appropriate, Consultant will discuss variations to suit any particular
circumstances, where appropriate, or to arrange for the execution of structural or site surveys, or any
other more detailed enquiries. Any variations to these general principles and/ or conditions would be
confirmed in writing.
Consultant’s opinions on market values will be made on the assumption that the owner sells the
Subject Properties in the open market without the benefit of a deferred terms contract, leaseback or
similar arrangement which would serve to affect the values of the Subject Properties.
Opinions on market values would be current as at the date of opinions on market values only, and may
be applicable over a three-month period. Consultant’s opinions on market values may change
significantly and unexpectedly over a relatively short period (including as a result of general market
movements or factors specific to the particular Subject Property). Consultant will not accept any
liability whatsoever for losses arising from such subsequent changes in value. Without limiting the
generality of the preceding three sentences, Consultant will not assume any responsibility or accept
liability where these opinions on market values are relied upon after the expiration of three months
from the date of Consultant’s opinions on market values.

1. Costs:
No allowances will be made in Consultant’s opinions on market values for dealing with any
encumbrances such as charges or mortgages, neither for amounts owing on the Subject
Properties nor for any expenses or taxation which may be incurred in effecting sales or
disposals.

2. Assumptions:
Unless Consultant states otherwise in its opinions on market values or are otherwise advised
by the Client, Consultant’s opinions on market values assumes (without investigation on
Consultant’s part), where applicable,
a. good and marketable title, and no encumbrance on the Subject Properties titles which
could materially affect opinions on their market values,
b. no encroachment by or on the Subject Properties and no unauthorized additions or
structural alterations (Consultant’s opinions on market values will be made according to
the original layouts as shown in the registered floor plans and assumes no outstanding
reinstatement costs to be charged on the Subject Properties),
c. no major environmental factor (including contamination) affects the Subject Properties,

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d. no deficiencies in the structural integrity of the Subject Properties and other

improvements,
e. the Subject Properties are not affected or required for any public purposes or are to be
acquired for a public purpose,
f. there are no outstanding statutory orders on the Subject Properties or the likely
possibility of future orders being made by a regulatory authority,
g. body corporate records and finances are in a satisfactory order and there are no major
financial commitments, orders or levies in respect of any major rectifications, remedial
or other works to be undertaken by the body corporate above normal maintenance,
h. no material litigation pending relating to the Subject Properties,
i. that the Subject Properties (and any works thereto) complies with all relevant statutory
regulations, including enactments relating to fire regulations,
j. no deleterious materials (including by way of example asbestos and calcium chloride)
k. ground conditions and services are suitable and no extraordinary expenses or delays will
be incurred due to archaeological, ecological or environmental matters.

Without affecting the generality of the above, where leases or documents of title or body
corporate records are provided to Consultant for the purpose of opining on market values,
reliance must not be placed on Consultant’s reasonable interpretation thereof of any of these
documents.

3. Tenants:
Enquiries as to the financial standing of actual or prospective tenants are not made. Where
opinions on market values of properties are formed with the benefit of lettings, Consultant
will therefore assume, unless Consultant is informed otherwise, that the tenants are capable
of meeting their financial obligations under the lease and that there are no arrears of rent or
undisclosed breaches of covenant.

4. Measurements:
Consultant does not and will not physically measure the actual Subject Properties or verify
the floor areas provided to Consultant, unless specifically requested to do so, although
Consultant will make reference to the registered floor plans if available. Consultant will
neither measure the Subject Properties nor measure the instances. In case the Client desires
that physical measurement surveys be undertaken for the Subject Properties including the
built structures thereon, Client will commission these surveys separately and directly through
a specialist agency and fees for these surveys will be in addition to the Consultant’s
professional fee indicated within this Agreement.

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