Exhibit 10.36
CO-WORKING SPACE AGREEMENT
This Co-working Space Agreement (herein after referred to as the Agreement) is made and executed at Gurugram on 28th day of August of 2025.
BY AND BETWEEN
SPACE CREATTORS HEIGHTS PRIVATE LIMITED, a Company registered under the Companies Act. 2013, having its Office at 3rd Floor, Landmark Cyber Park Sectort-67, Gurugram.. Haryana, through its Authorized Signatory Mr. Aryan Suri who is duly authorized vide Board Resolution dated 25.07.2022-(herein after referred to as “Company”), which expression shall, unless repugnant to the context and meaning hereof, be deemed to mean and include their successors, representatives and permitted assigns), being the Party of the FIRST PART;
AND
In case of Company
MOBILEWAlA INFORMATION SOLUTIONS PRIVATE LIMITED, incorporated under the Companies Act, 2013, having its Registered Office-6 th Floor, Unit no-602,lT Lagoon, Plotno-E2/l, Sector V, Salt Lake, Kolkata, West Bengal-700091 through its Authorized Signatory HR & Admin-Ms. Budhaditya Halder (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context and meaning hereof, be deemed to mean and include its successors, representatives and permitted assigns), being the Party of the SECOND PART.
The Company and the Client are herein after individually referred to as a “Party” and collectively as the “Parties”.
WHEREAS the Company have represented to the Client that they are in the lawful possession of Space situated at 3rd Floor, Mega Mall, DLF City, Phase -1, Sector-28, Golf Course Road, Gurgaon, Haryana, 122002 (Herein after referred to as the Space).
WHEREAS the Client has vided Application Form dated 28th August 2025 approached the Company for 6 seater cabin for use on Co-working Space basis situated at 3rd Floor, Mega Mall, DLF City, Phase -1, Sector-28, Gold Course Road, Gurgaon, Haryana, 122002, and the Company have agreed for the same to the Client on the terms and contained herein after.
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NOW THEREFORE, IN CONSIDERATION OF MUTUAL PROMISES AND COVENANTS AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT, ADEQUACY AND LEGAL SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED AND AGREED TO BY THE PARTIES, THE PARTIES EXECUTE THIS CO· WORKING SPACE AGREEMENT AS FOLLOWS:
| 1. | This Agreement |
| (a) | Nature of this agreement: This Agreement is a mere permission for the Client to use the Space and other facilities of the Space. The whole of the Space remains in Company’s possession and control. No tenancy or other, right title or interest and or possession whatsoever is created or intended to be created by this agreement in favor of the Client. The Company is giving the dient the right to share with other users the use of the Space on the terms and conditions contained herein. The client agrees not to assign or sub-let or part with possession of the Space or attempt transfer of this Agreement in favor of any third party. |
| (b) | Duration: This agreement shall start from 01st September 2025 (Start Date) to 31 st August 2026 (End Date). In case of any renewal, a fresh Co-working Space Agreement 11\Till be executed between the Company and the Client. The Co-working Space Usage U_sage Fees/ Fee on any renewal will be at the then prevailing market rate, until and unless otherwise agreed by Company in writing. |
| (c) | Lease- |
| 1. | The Client acknowledges that the Space is subject to the Lease Deed entered by the Company with Mrs. Poonam Arora, Mrs. Veena Anand, Mrs. Neena Kumar, Mr. Dharmendra Kumar, Mr. Prem Gupta, Dr. Ravinder Kumar Anand, Mrs. Vimal Arora, Mrs AL. Arora, Mr. Sanjay Jha and Mrs. Enkashi fha under which the Company holds the Space and the Client further acknowledges that it is aware of the provisions of the lease. |
| II. | The parties agree that this Agreement is dependent and conditional upon the lease and that if the lease is terminated for any reason, this Agreement shall also immediately terminate without prejudice to any antecedent rights. |
| (d) | Identification Documents: The Client agrees to provide all documents, pertaining to their identification (mentioned in the agreement) and of the person (executing the agreement), as deemed relevant by the Company, for the purpose of verification of legitimate existence of the business . The Client authorizes Company to conduct verification of legitimate existence of Client’s business and/ or standard business verification to execute the agreement |
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2. Co-working Space Usage Fees and Payments:
| (a) | Co-working Space Usage Fee: The Co-working Space Usage Fee per month for usage of Co-working Space, shall be payable monthly in advance, on the 07th day of each and every month, to Company and in respect of any broken period a pro-rata adjustment shall be made and the Co-working Space Usage Fee shall be charges as per mentioned table: |
| 1nventory | 6 seater cabin ( Cabin No. 40) | |
| Price per seat | 12000+GST | |
| No. of Chargeable Seats | S | |
| Monthly Price | INR 60.. 000+GST | |
| Refundable Serucity Deposit ( 1.5 Months) | INR, 0-8,000 | |
| Commencement Date | 01-09-2025 | |
| Agreement Period | 12 months | |
| Escalation Yearly | 05% | |
| Notice Peiiod | 01 month | |
| Lock In Print Credits (per seat per month) |
08 months 50 print credits /month (25 BW 125 Color | |
| j t vJee ting room credits (per month) | Total 20MR credits /month/seat |
Services:
Below mentioned services and facilities will be included in your package.
| 1. | Ergonomic Furniture. |
| 2. | Air-conditioning l9am to 9pm - Monday to Saturday). |
| 3. | Electricity. |
| 4. | ereria - food & Beverage Services. |
| 5. | Food & Beverage Services in Meeting Rooms on prior booking. |
| 6. | rary Usage. |
| 8. | Security. |
| 9. | Unlimited High-Speed Internet. |
| 10. | Unlimited Tea and Coffee (Multiple Choices of Tea and Coffee available. |
| 11. | Lockable Pedestal (One with each workstation in private cabin). |
| 12. | 100% Power backup and UPS Connectivity. |
| 13. | Free Access to Common Lounges and Phone Booths. |
| 14. | Mail Handling. |
| 15. | 20 Credits of Meeting Rooms and Conference Room per person per month. |
| 16. | 50 Credits of Printing per person per month. |
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| (d) | TDS: The Client shall be entitled to deduct tax at source (TDS) on the amounts paid towards Fee and services, in accordance with the provisions of the Income Tax Act 1961 as applicable from time to time. The Client shall promptly and regularly furnish the tax deduction certificates in respect thereof to Company. To clarify periodicity, the Client shall furnish the tax deduction certificates on a quarterly basis to Company. Failure on the part of the Client to furnish the Certificate shall be considered to be a material breach of this Agreement on the part of the Client and shall entitle Company to terminate this Agreement. |
| (e) | Invoices: The Company will send aH, invoices electronically (where allowed by law). Notification of invoices shall constih1te a demand for payment. |
| (f) | Late Payment: In the event of delay in making payment of the Co-working Space Usage Fee or Services, the Client shall be liable to pay “default-interest” on the amount due at the rate of 5% per month. Declined Credit cards and dishonor of cheques, will attract a fee equivalent to INR 1,500/-. The Client shall bear all bank charges. Company also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to its Space, where applicable) while there are any outstanding fees and/or interest or the Client is in breach of this Agreement. |
| 3. | Use |
| a) | The Client’s name and address: The Client may only carry on that business in its name or some other name that Company agrees at the time of signing the Agreement. If, however, the Client choose to use the services, provided by Company, for an additional company, an additional charge per month and per company name may apply. |
| b) | Use of Space: The Client may use the Space address as its business address only. Any other uses are prohibited without Company’s prior written consent. |
| c) | Installations in the Space: The Client must not install any cabling, IT or telecom connections without Company’s prior written consent As a condition to such consent, the Client must permit Company to oversee any installations and to verify that such installations do not interfere or company or any landlord or building. |
| d) | Alternations to the Space: The Client shall not make any alteration additions in the Space without prior written consent of Company. |
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| e) | Non-Compete Business: The Client must not carry on a business that directly or indirectly competes with Company or any company affiliated with Company. |
| f) | Access: The Client will have access to the Space 12 hours a day and 06 days a week (12 hours); however, the Services and the facility of central air-conditioning and other similar facilities will be available to the Client only from Monday to Saturday between 09:00 am and 09:00 pm; the Services and the facility of central air-conditioning and other similar facilities will not be available on Public Holidays. |
| g) | The Client is required to disclose the number and names of persons who will work in the Space. |
| h) | The Cllent agrees not to smoke in the office nor consume alcoholic beverages in the Space and/or elsewhere in the Space or any pa1t thereof. |
| i) | The Client shall utilize, and shall ensure that its employees utilize, the equipment and facilities provided in the Space and in the Space with due care and caution; the Client will be liable for all damage or destruction caused by it or its employees to the equipment and facilities provided in the Space and in the Space in particular. |
| j) | Compliance: The Client must comply with all relevant laws and regulations in the conduct of its business. The Client must do nothing illegal in connection with its use of the Space. The Client must not do anything that may interfere with the use of the Space by Company or by others, cause of nuisance or annoyance, increase of the insurance premiums that Company has to pay, or cause loss or damage to Company (including damage to reputation) or to the owner of any interest in the building which contains the Space the Client is using. |
| k) | The client is liable for any damage caused by it or by those in the Space with the Client’s permission or at the Client’s invitation whether express or implied, including but not limited to all employees, contractors, agents or other persons present on the Space. The Client to do so Company may do so at the Client’s expense. |
| 4 | Termination of the Agreement: |
| a) | Notice the Company can terminate this agreement at the end date stated in it, or at the end of any extension or renewal period, by giving |
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| at least 1 month Witten notice to the other. However, the Client can terminate this Agreement after the expiry of the Lock in period by giving 1 month to the Company. To clarify, the Client shall not be entitled to terminate this Agreement prior to the Lock in period. |
| b) | Ending this agreement immediately: The Company may put an end to this agreement immediately, to withhold Services and re- enter the Space by giving the Client notice and without need to follow any additional procedure, if |
| I. | The Client becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or |
| II. | The Client is in its breach of one of its obligations, including but not limLed to payment of Usage Fees and Services Due, which cannot be put right or Company have given the client notice to put right and which the Client has failed to put right within fourteen days (14) of that notice, or |
| III. | Its conduct or that of someone at the Space with its permission or invitation, is incompatible with ordinary office use If Company puts an end to the agreement for any of these reasons it does not put an end to any outstanding obligations, including additional services used and the monthly fee for the remainder of the period for which this agreement would have lasted if Company had not ended it. |
| c) | Handing over of the Space: |
| I. | The Client shall cease to use and occupy the space on the expiry or sooner termination of this Agreement; remove all its equipment, belongings, articles and things and its employees/ personnel and to vacate and hand back the Space and at the same time hand over all keys and access cards. |
| II. | The Client shall remove from the Space their belongings provided that if any damage or defacement is caused to any part of the space in the course of usage by the Client, the same shall be remedied by the Client immediately and at their own expense. If the Client fails to do so, Company may do so at the Client’s poses if the client leaves any belongings in the space, company may dispose of at the Client’s cost in any way Company poses without owing the Client any responsibility for it or any proceeds of sale. |
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| III. | The Client must leave the Space in the same condition as it was when the Client took it. Company reserves the right to charge additional reasonable fees for any repairs needed beyond normal wear and tear. |
| JV. | If the Client defaults in vacating the Space when this agreement has ended the Client are responsible for any loss, claim or liability Company incurs as a result of the Client’s failure to vacate on time. The Company will also be at liberty to remove the articles and belongings of the Client from the Space at the risk and cost of the Client. The Company may, at its discretion, permit the Client an extension, subject to a surcharge on the monthly Usage Fee. |
| V. | Force Majeute: In the event the Space are destroyed or damaged, at any time, by any event falling within the term “force majeure”, this Agreement shall come to an end on Company giving to the Client notice in writing to that effect. The Company shall within two weeks of giving notice that this Agreement has come to an end for the reasons aforesaid refund to the Client the Security Deposit and the monthly Usage fees paid by the Client after adjusting therefrom all dues under any head for the past period up to the date of occurrence of the event of force majeure and payable by the Client under this Agreement. |
| 5. | Liability and Disclaimer |
| a) | The Company will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss unless Company otherwise agrees in writing. |
| b) | Subject to gross negligence and deliberate misconduct, Company, its employees and agents shall not be held responsible for any theft, loss or damage to the space or for any damage done to the furniture or other effects of any Client in the space by the caretaker or cleaners or any employees, agents or invitees of Company. |
| c) | The Company shall not be responsible for any loss, damage, corruption of data u..--cn......._loss of information whether from hardware, software or t may occur to the Client during the term of this agreement. Company shall not be responsible fot any loss, damage or loss of information resulting from communications or data failure including voice, communication and the internet. |
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| d) | Subject to gross negligence and deliberate misconduct, Company is not liable for any loss as a result of Company’s failure to provide a service as a result of mechanical breakdown, strike, termination of Company’s interest in the building containing the Space or othen.vise. |
| e) | lh no event shall Company be liable for any loss or damage until the Client provides written notice and gives Company a reasonable time to put it right. |
| 6. | MisceHaneous |
| a) | Confidentiality: The terms of this Agreement are confidential. Neither the Client nor Company may disclose them without the other’s consent unless required to do so by law or an official authority, This obligation continues after this Agreement ends. |
| b) | Dispute Resolution: That all or any dispute arising out of or touching upon or in relation to the terms of this Agreement including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties shall be settled amicably by mutual discussion failing which the same shall be settled through arbitration. The arbitration shall be governed by the Arbitration & Conciliation Act, 1996 or any statutory amendments/modifications thereto for the time being in force. That the seat of Arbitration shall be at New Delhi and the Arbitration Proceedings shall be held at an appropriate location in New Delhi by a Sole Arbitrator who shall be appropriated by the Hon’ble Delhi High Court on an Application under Arbitration Act filed either by the Company or by the Client. |
| c) | Invoice disputes: In case of any dispute in any charges Levied under “Standard Services” the Client must notify Company in writing of such disputed amount and the reasons for it within 7 days of the date of the invoice. The Client must pay the amount not in dispute by the due date or be subject to late fees. Company and the Client will endeavor to resolve, by mutual discussion, the disputed portion of the charges for Services within one week of receiving a notice from the Client. |
Agr. Costs: The Client must also pay all reasonable costs relating to the Agreement, including any legal costs whatsoever, stamp duty and any 8 charges payable by Company in respect of the Fee and other amount agreement. Company shall not be responsible for any loss, damage or loss of information resulting from communications or data failure including voice, communication and the internet.
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| d) | Subject to gross negligence and deliberate misconduct, Company is not liable for any loss as a result of Company’s failure to provide a service as a result of mechanical breakdown, strike, termination of Company’s interest in the building containing the Space or otherwise. |
| e) | In no event shall Company be liable for any loss or damage until the Client provides Written notice and glves Company a reasonable time to put it right. |
| 6. | Miscellaneous |
| a) | Confidentiality: Tl:e terms of this Agreement are confidential. Neither the Client nor Company may disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after this Agreement ends. |
| b) | Dispute Resolution: That all or any dispute arising out of or touching upon or in relation to the terms of this Agreement including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties shall be settled amicably by mutual discussion failing which the same shall be settled through arbitration. The arbitration shall be governed by the Arbitration & Conciliation Act, 1996 or any statutory amendments/modifications thereto for the time being in force. That the seat of Arbitration shall be at New Delhi and the Arbitration Proceedings shall be held at an appropriate location in New Delhi by a Sole Arbitrator who shall be appointed by the Hon’ble Delhi High Court on an Application under Arbitration Act filed either by the Company or by the Client. |
| c) | Invoice disputes: In case of any dispute in any charges Levied under “Standard Services” the Client must notify Company in writing of such disputed amount and the reasons for it within 7 days of the date of the invoice. The Client must pay the amount not in dispute by the due date or be subject to late fees. Company and the Client will endeavor to resolve, by mutual discussion, the disputed portion of the charges for Services within one week of receiving a notice from the Client |
| d) | Costs: The Client must also pay all reasonable Agreement, including any legal costs whatsoever, stamp duty and any Baek charges payable by Company in respect of the Fee and other amount received by Company from the Client pursuant to this Agreement. The Client must also pay any reasonable and proper costs including legal fees that Company incurs in enforcing this Agreement. |
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| e) | Notices: All formal notices must be in writing and shall be deemed to have been served on the Client if delivered to the Space or posted to the last known address of the Client. It is expected of the Client that they keep their communication address updated with Company at all times. |
| f) | Inspection and Maintenance: The Company may need to enter the Client’s space and may do so at any time. However, unless there is an emergency, Company will attempt to notify the Client verbally or electronically in advance when Company needs to access to carry out testing, repair or works other than routint inspection, cleaning and maintenance. Company will also endeavor to respect reasonable security procedures to protect the confidentiality of client’s business. |
| g) | Taxes: The Client shall be liable to bear and promptly pay all Local and other Government taxes including GST (as may be levied at present and/or which may be 1evied at any future date) in respect of the Co·-working Space usage Fee and/or services usage fee (including but not limited to GST). All amounts mentioned in this Agreement as payable by the client to Company, are exclusive of such taxes |
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IN WITNESSES WHEREOF, THE PARTIES HERE TO HAVE SET THEIR HANDS AND SEAL TO THESE PRESENTS AT THE PLACE WRITTEN HEREINABOVE AND, ON THE DATE, WRITTEN HERE UNDER IN PRESENCE OF THE FOLLOWING WITNESSES.
Signed and delivered for and on behalf of )
The Company )
M/s Space Creattors Heights Private Limited )
(Aryan Suri)
(Authorized Signatory)
Signed and delivered for and on behalf of
HR & Admin-Ms. Budhaditya Halder
(Authorized Signatory)
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| 1. Na |
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