Brokerage Agreement.

1. Nature of Engagement

The Broker is engaged as a property introducer, transaction advisor, and facilitator only.

Nothing in this Agreement shall be construed as creating:

(a) A partnership or joint venture;

(b) An agency relationship with authority to bind any party;

(c) Any fiduciary duty beyond the scope of services herein.

The Broker does not act as seller, developer, legal advisor, or financial advisor.

2. Scope of Services

The Broker may, at its sole discretion:

(a) Identify and introduce properties that meet Client criteria;

(b) Arrange physical viewings or provide digital property tours;

(c) Share market intelligence, pricing guidance, and negotiation inputs;

(d) Facilitate communication between all parties to the transaction.

The Broker has no obligation to show all available properties or continue services indefinitely. Services may be discontinued at Broker's discretion.

3. Definition of Introduction

A property shall be deemed introduced by the Broker upon the occurrence of any of the following:

(a) Disclosure of the property address, location, or identifiable particulars;

(b) Arrangement or facilitation of a visit, whether physical or digital;

(c) Disclosure of the builder, seller, developer, or their representatives;

(d) Display or revelation of property details on the Genie Platform or associated systems.

Introduction is complete upon disclosure and does not require a physical site visit.

4. Brokerage Fee Structure

4.1 Standard Brokerage – Builder Floors

For builder floors introduced by the Broker, the brokerage fee shall be:

4.2 Payment Trigger Events

Brokerage becomes immediately due and payable upon execution of any of the following documents:

• Agreement to Sell
• Memorandum of Understanding (MoU)
• Booking Form or Booking Confirmation
• Letter of Intent with financial commitment
• Any other document evidencing binding commitment to purchase

Transaction value includes all consideration, whether disclosed or undisclosed, including upgrades, add-ons, preferential location charges, club memberships, and other associated costs.

5. Non-Circumvention & Enhanced Brokerage

If the Client, without prior written consent from the Broker, engages in any of the following conduct:

(a) Directly contacts or approaches the builder, seller, developer, or their representatives;

(b) Negotiates, discusses terms, or concludes a transaction independently;

(c) Uses any third-party intermediary, relative, nominee, or associated entity;

(d) Attempts to bypass, circumvent, or exclude the Broker from the transaction;

Then the following enhanced terms shall apply:

This enhanced brokerage shall be immediately due and payable upon transaction conclusion, regardless of whether the builder or seller acknowledges or pays the Broker.

6. Client-End Liability for Brokerage

In the event that the builder, seller, developer, or any third party:

(a) Refuses to pay brokerage to the Broker;

(b) Delays payment beyond thirty (30) days from transaction execution;

(c) Contests the brokerage entitlement or amount; or

(d) Becomes insolvent, untraceable, or otherwise unable to pay;

Then the entire brokerage amount shall become immediately payable by the Client. This obligation is absolute, unconditional, and independent of any dispute between the Broker and the builder/seller.

7. Payment Terms: Ready vs Under-Construction

7.1 Ready or Substantially Complete Properties

For ready-to-move or substantially complete properties, brokerage is fully earned and immediately due upon execution of any binding commitment document.

7.2 Under-Construction or Pre-Launch Properties

For under-construction, pre-launch, or early-stage properties:

(a) Brokerage is fully earned upon booking or execution of binding commitment;

(b) Payment may be structured in not more than three (3) installments;

(c) The entire brokerage amount must be paid within twelve (12) months of booking.

Construction delays, approval delays, possession delays, or cancellation by builder shall not affect the Client's obligation to pay brokerage in full.

8. No Liability for Builder/Seller Performance

The Broker has no responsibility or liability for:

(a) Construction quality, defects, or deviations from specifications;

(b) Delays in approvals, construction completion, or possession handover;

(c) Changes to floor plans, layouts, amenities, or specifications;

(d) Builder or seller conduct, financial solvency, or legal compliance;

(e) Title defects, encumbrances, or legal disputes regarding the property;

(f) Any post-transaction disputes or claims between Client and builder/seller.

The Client acknowledges that property transactions carry inherent risks and proceeds entirely at their own risk and discretion. The Client is advised to conduct independent due diligence, obtain legal counsel, and verify all representations before committing to any transaction.

9. Bungalows, Villas & Independent Houses

For bungalows, villas, farmhouses, or independent houses, mere disclosure of the address, location, or identifiable particulars shall constitute a complete introduction. If the Client concludes a transaction for such property at any time thereafter—whether immediately or years later—brokerage shall be fully due and payable. Time elapsed between introduction and transaction is irrelevant.

10. Resale Flats & Apartments

The same principles apply to resale properties. Once a resale flat or apartment is introduced by the Broker, brokerage shall be payable irrespective of time elapsed or channel through which the transaction is ultimately concluded.

11. No Time Limitation – Perpetual Rights

There shall be no limitation period on the Broker's entitlement to brokerage for properties introduced under this Agreement.

The Broker's rights to brokerage shall subsist in perpetuity and shall not be defeated by passage of time, unless expressly waived in writing by an authorized representative of the Broker. This clause recognizes that property transactions may occur years after initial introduction, and the Broker's introduction remains the procuring cause regardless of temporal distance.

12. Affiliates & Connected Parties

For purposes of this Agreement, "Client" includes and extends to:

(a) Spouse, children, parents, siblings, and all family members;

(b) Nominees, trustees, representatives, or agents;

(c) Companies, LLPs, partnerships, trusts, or HUFs in which Client has interest;

(d) Entities formed or utilized before or after the introduction;

(e) Any beneficial owner or indirect purchaser acting on Client's behalf or interest.

A transaction concluded by any such affiliated or connected party shall be deemed a Client transaction, and brokerage shall be payable accordingly.

13. Anti-Avoidance

Any attempt to structure, route, mask, or otherwise disguise a transaction through intermediaries, related entities, or complex arrangements to avoid or reduce brokerage obligations shall not defeat the Broker's rights. The Broker's entitlement shall be determined by economic substance rather than legal form.

14. Mandatory Prior Exposure Disclosure

If the Client has previously seen, visited, or been introduced to a property through any other channel, broker, or source, the Client must immediately disclose this fact to the Broker:

(a) In writing (email, WhatsApp, or text message);

(b) Before any site visit arranged by the Broker;

(c) Clearly identifying the property and prior source of introduction.

Failure to disclose prior exposure shall conclusively establish the Broker as the procuring cause and first introducer, and brokerage shall be payable in full.

15. No Re-Engagement Without Written Consent

If prior exposure to a property exists through another source, the Client shall not re-visit, re-engage, or view that property through the Broker unless agreed in writing. Any visit or showing arranged without such disclosure and consent shall be treated as a valid introduction by the Broker.

16. Genie Platform Viewing = Site Visit

Viewing, accessing, or browsing any property listing on the Genie Platform—including address visibility, location pins, property details, images, or floor plans—shall constitute a formal site visit and complete introduction.

Digital interaction logs, platform analytics, and access records shall constitute valid and conclusive evidence of introduction. The Client acknowledges that physical presence at a property is not required for a valid introduction to occur.

17. Confidentiality & Proprietary Information

All property information, market intelligence, pricing data, builder contacts, and other information shared by the Broker is confidential and proprietary. The Client shall not disclose, share, or utilize such information to bypass the Broker or engage directly with sellers. Breach of confidentiality shall result in immediate liability for enhanced brokerage under Section 5.

18. Brokerage Independent of Transaction Completion

Brokerage is not contingent upon:

(a) Final registration or execution of sale deed;

(b) Physical possession or handover of the property;

(c) Construction completion or occupancy certificate issuance;

(d) Payment of full consideration by Client to seller.

Any binding commitment, as defined in Section 4.2, triggers full brokerage entitlement.

19. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Broker, its directors, officers, employees, and affiliates from any and all claims, losses, damages, liabilities, costs, or expenses (including reasonable legal fees) arising from or related to the Client's transaction, disputes with builders/sellers, property defects, regulatory non-compliance, or breach of this Agreement.

20. Modification & Waiver

Any waiver, modification, or amendment to this Agreement shall be valid only if executed in writing by an authorized representative of the Broker. No delay, forbearance, or silence by the Broker shall constitute waiver of any rights or remedies hereunder.

21. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves similar commercial objectives.

22. Governing Law & Dispute Resolution

22.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India.

22.2 Jurisdiction

The courts of New Delhi shall have exclusive jurisdiction over all disputes arising from or related to this Agreement.

22.3 Arbitration (Optional)

The parties may, by mutual written consent, refer disputes to arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in New Delhi by a sole arbitrator appointed by mutual agreement, with proceedings in English.

23. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, discussions, agreements, or understandings, whether written or oral, relating to the subject matter hereof.

24. Delay in Payment & Interest

If any brokerage amount or other payable sum under this Agreement is not paid immediately upon presentation of the Broker's invoice or bill, the Client shall be liable to pay interest at the rate of 18% (eighteen percent) per annum, calculated from the date of presentation of such invoice or bill until the date of actual payment.

Such interest shall accrue on a daily basis and shall be payable without prejudice to the Broker's other rights and remedies, including recovery proceedings, legal costs, and enforcement actions.

The obligation to pay interest shall survive termination or completion of the transaction.

ACCEPTANCE AND ACKNOWLEDGMENT

By engaging the Broker's services, viewing properties, accessing the Genie Platform, or accepting property introductions, the Client acknowledges having read, understood, and agreed to be bound by all terms and conditions set forth in this Agreement.

— END OF AGREEMENT —