THIS SALE DEED AGREEMENT ("Agreement") is made and entered into this ______ day of ________, 20_____, by and between: ______________________________ (hereinafter referred to as the "SELLER"), a company/individual incorporated/ residing under the laws of India, having its principal place of business/residence at _____________________________, AND ______________________________ (hereinafter referred to as the "BUYER"), a company/individual incorporated/ residing under the laws of India, having its principal place of business/residence at _____________________________. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. **DEFINITIONS** The following terms used in this Agreement shall have the meanings defined below: 1.1 "Property" refers to the property/asset identified in Schedule A attached hereto. 1.2 "Purchase Price" refers to the total amount agreed upon by both parties for the sale and purchase of the Property. 2. **SALE OF PROPERTY** The SELLER hereby agrees to sell and the BUYER hereby agrees to purchase the Property, subject to the terms and conditions of this Agreement. 3. **CONSIDERATION** The BUYER shall pay the Purchase Price to the SELLER as per the terms outlined in Schedule B attached hereto. 4. **PAYMENT TERMS** Payment terms shall be as set forth in Schedule B attached hereto. 5. **DELIVERY OF PROPERTY** The SELLER shall deliver the Property to the BUYER on an "as is where is" basis, free from all encumbrances and liabilities. 6. **RISK AND TITLE** All risks and title to the Property shall pass to the BUYER upon delivery of the Property. 7. **WARRANTIES AND REPRESENTATIONS** The SELLER represents and warrants that they have full power and authority to sell the Property and that the Property is free from any liens, charges, or encumbrances. 8. **INSPECTION** The BUYER has inspected the Property and accepts it in its present condition. 9. **INDEMNITY** The SELLER will indemnify and hold the BUYER harmless from any claims, liabilities or costs related to the Property prior to the date of this Agreement. 10. **COMPLIANCE WITH LAWS** Both parties shall comply with all applicable laws and regulations in relation to this Agreement. 11. **DISPUTE RESOLUTION** Any disputes arising out of this Agreement shall be settled by arbitration in accordance with the rules of the Arbitration and Conciliation Act, 1996. 12. **GOVERNING LAW** This Agreement shall be governed by and construed in accordance with the laws of India. 13. **JURISDICTION** The courts of ________, India shall have exclusive jurisdiction over any disputes arising out of this Agreement. 14. **ASSIGNMENT** Neither party may assign this Agreement without the prior written consent of the other party. 15. **AMENDMENTS** This Agreement may only be amended in writing signed by both parties. 16. **NOTICES** Any notice required under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered post to the parties' respective addresses. 17. **WAIVER** No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party waiving its rights. 18. **SEVERABILITY** If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 19. **ENTIRE AGREEMENT** This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings or agreements. 20. **BINDING EFFECT** This Agreement shall bind and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and assigns. 21. **FORCE MAJEURE** Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by an event beyond its reasonable control. 22. **TERMINATION** This Agreement may be terminated by mutual consent of the parties or as provided in Schedule C attached hereto. 23. **CONFIDENTIALITY** Both parties shall keep the terms of this Agreement confidential, except as required by law. 24. **NON-DISCLOSURE** Neither party shall disclose any confidential information obtained under this Agreement, except as required by law. 25. **MISCELLANEOUS** The headings in this Agreement are for convenience only and shall not affect its interpretation. 26. **COUNTERPARTS** This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 27. **STAMP DUTY AND REGISTRATION CHARGES** The BUYER shall bear all expenses in relation to the payment of stamp duty and registration charges, unless otherwise agreed in writing. 28. **POSSESSION** Possession of the Property shall be handed over to the BUYER upon completion of all payments and formalities, unless otherwise agreed in writing. 29. **DEFAULT** In case of default by either party, the defaulting party shall be liable to pay damages to the non-defaulting party as provided in Schedule D attached hereto. 30. **IN WITNESS WHEREOF** The parties hereto have executed this Agreement as of the date first above written. SELLER: ___________________________ BUYER: ___________________________ WITNESSES: 1. ___________________________ 2. ___________________________ **SCHEDULES** **Schedule A** – Description of Property **Schedule B** – Payment Terms **Schedule C** – Termination Provisions **Schedule D** – Default and Damages Provisions **NOTE:** This is a basic template for a Sale Deed Agreement under Indian law. It should be tailored to fit the specific circumstances and requirements of the parties. It is recommended that you seek legal advice before using this template.