Agreement

THIS Asset Transfer Agreement (the Agreement) is made at Lahore, on this

_____ day of April 2008
BETWEEN
Millennium Education (Pvt) Ltd a company incorporated under the Companies
Ordinance 1984, having its registered office at ____________________, through
its____________________(hereinafter ME)
AND
University of Management and Technology (Pvt) Ltd a company incorporated
under the Companies Ordinance 1984, having its registered office at
_________________, through its _______________. (hereinafter UMT)
(ME and UMT are jointly referred to as Parties)
WHEREAS ME is the true and lawful owner of all the movable assets including
furniture, fixtures, equipment and machinery present at the campus of its project
of Iqra Millennium University (IMU), (the Assets) all fully described in
Schedule I of the this Agreement.
AND WHEREAS ME intends to sell and UMT intends to purchase the Assets
present at the IMU as fully described in Schedule I of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein expressed
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:

1. Interpretation
In this Agreement, (i) any reference to an agreement or document shall
mean such agreement or document as the same may be supplemented,
amended or modified from time to time in accordance with its terms (ii)
and any reference to Words importing the singular number shall include

the plural and vice versa. Words importing the masculine shall include the
feminine and neuter and vice versa.
1.1

The headings to the Sections and paragraphs are inserted for case
of reference only and shall not affect the interpretation or
construction of this Agreement.

1.2

Where an act is required to be done within a specified number of

days after or from a specified date, the period is inclusive of and
begins to run from the date so specified.

1.3

The Recitals herein before form and are to be read as an integral

part of this Agreement and shall be given effect accordingly.

2. Transfer Arrangement and Payments

2.1 ME will deliver possession of the Assets to UMT hereunder for a
consideration of Rs.......... (Give the price).
2.2 ME shall submit the documentations/records/ reports of Assets to UMT
within [one week] from the date of this agreement.
2.3 ME shall not be liable for any defect, failure or malfunction in the Assets.
UMT has agreed to take the Assets on as is basis. The transfer of Assets
by ME does not give rise to any warranty or guarantee regarding their
quality, fitness for purpose and merchantability.
2.4 All the expenses including transfer fees or any other govt. taxes, fees
regarding the transfer of the Assets shall be borne by UMT.
3.

Events of Default
The following events shall be deemed to be events of default under this
Agreement:
3.1 It shall be an event of default on part of UMT, if it fails to fulfill its
payment obligations under section 2.1.

3.2 It shall be an event of default, if ME fails to transfer and hand in

possession to the Assets within a reasonable time period without
any reasonable basis.

4. Arbitration
4.1

Any dispute arising out of or in connection with this Agreement

including without limitation the interpretation of any provision of
this Agreement or the breach, termination or invalidity of this
Agreement (a Dispute) shall initially be settled amicably between
the Parties, failing which it shall be referred exclusively and finally
to arbitration for proper adjudication. The Parties to Dispute shall
appoint their respective Arbitrators and in the event of divergent
awards the matter shall be referred to an Umpire. The arbitration
shall be governed by the Arbitration Act, 1940 and the venue of
arbitration shall be at Lahore.

5. Miscellaneous
5.1

Waiver
No waiver by either Party of any default by the other in the
performance of any of the provisions of this Agreement shall be
effective unless in writing duly executed by an authorized
representative of the Parties and no such waiver shall operate or be
construed as a waiver of any other or further default whether of a
like or of a different character.

5.2

Severability
If any part of any provision of this Agreement, or document or
writing given pursuant to or in connection with this Agreement
shall be invalid or unenforceable under applicable law, said part
shall be ineffective to the extent of such invalidity only, and the
remaining terms and conditions shall be interpreted so as to give
the greatest effect possible thereto.

5.3

Survival of Provisions

Any obligation of the Parties relating to monies owed, as well as

those provisions relating to limitations on liability and actions, shall
survive termination or expiration of this Agreement.

5.4

Entire Agreement
The terms and conditions contained herein supersede all prior oral
or written understandings between the Parties and constitute the
entire agreement between them concerning the subject matter of
this Agreement. This Agreement shall not be modified or amended
except by writing signed by authorized representatives of the
parties.

5.5 Assignability
This Agreement is intended solely for the benefit of the Party(ies)
and is not intended to confer any benefits upon, or create any rights
in favour of any other person or entity. This Agreement is of
personal character and it can only be assigned by either Party with
the prior written consent of the other Parties to this Agreement.

5.6

Relationship among the Parties

No provision of this Agreement shall be construed as creating a
partnership or fiduciary relationship among or between the Parties.

5.7 Notices
That the Parties have covenanted that notices under this Agreement
shall be delivered to the respective Parties through registered post
and/or courier service, or email, the receipt whereof shall be kept
as evidence of the same and shall be addressed hereto the
respective Parties on the addresses stipulated hereunder.

ME:
________________

UMT:
___________________

IN WITNESS WHEREOF, ME and UMT have executed this Agreement in

multiple original counterparts as of the day and year first above written.

Millennium Education (Pvt) Ltd

Signature:
Name:
Designation:
University of Management and Technology (Pvt) Ltd
Signature:
Name:
Designation:

WITNESSES

1.

Signature:
Name:
Designation:
NIC No.

2.

Signature:
Name:
Designation:
NIC No.