Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
AGREEMENT FOR TRANSFER OF DEVELOPMENT RIGHTS
THIS AGREEMENT made at ____________ this ______ day of ____________, 20____,
Between M/s XYZ Builders, a firm registered under the Indian Partnership Act, 1932, having their office at ____________ (hereinafter referred to as the "Vendors", which expression shall, unless repugnant to the context or meaning thereof, mean and include the partners for the time being of the said firm, their survivor or survivors, and the heirs, executors and administrators of the last survivor) of the FIRST PART;
ABC Developers Pvt. Ltd., incorporated and registered under the Companies Act, 1956, having their office at ____________ (hereinafter referred to as the "Confirming Party", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and assigns) of the SECOND PART;
AND M/s. MNP Builders & Developers, a firm registered under the Indian Partnership Act, 1932, having their office at ____________ (hereinafter referred to as the "Purchasers", which expression shall, unless repugnant to the context or meaning thereof, mean and include the partners for the time being of the said firm, their survivor or survivors, and the heirs, executors and administrators of such last survivor) of the THIRD PART.
WHEREAS by two deeds of Conveyance, both made between ____________ of the ONE PART and the Vendors of the other part respectively — (1) dated ____________, registered under No. ____________, and (2) dated ____________, registered under No. ____________ — with the Sub-Registrar at ____________, the Vendors purchased different pieces of land bearing No. ______ of ____________ in the registration Sub-district of District ____________, admeasuring about ______ sq. mts. (hereinafter referred to as the said "Bigger Plot"); and the said ____________ granted and conveyed unto the Vendors the said Bigger Plot;
AND WHEREAS the layout named as ____________ Complex in respect of the said Bigger Plot, and the building plans for development inter alia of the said Sector ______ Plot by construction of Buildings 1 to ______ thereon, have been sanctioned by the Collector of ____________ under No. ____________ on the ____________;
AND WHEREAS on account of the internal roads of the said layout, the said Bigger Plot has been divided into four sub-divided Plots, including a sub-divided Plot known as Sector No. ______, bearing No. ______ of ____________, admeasuring about ______ sq. mts., shown by red boundary on the said plan annexed hereto and hereinafter referred to as the said Sector ______ Plot;
AND WHEREAS the full FAR available in respect of the said Sector ______ Plot has not been utilised by construction of the said ______ buildings, and there is scope for construction of additional buildings to consume the full FAR in respect of the said Sector ______ Plot;
AND WHEREAS the Vendors have engaged the services of M/s. ____________, Architects & Consulting Engineers, for preparation of structural designs and drawings of the said buildings, and also, if necessary, for supervising construction thereof;
This is a preview. The full template is free on GitLaw.
About this template
What is this template?
This document is a tripartite contract between a land owner, a primary developer, and a secondary purchaser of specific construction rights. It contains detailed provisions for the use of shared infrastructure, the calculation of consideration based on built-up area, and the formation of a flat purchasers' organization. It is not a direct deed of sale for the land itself, but rather an agreement to transfer the right to develop and sell units.
When should you use it?
Use this template when a primary developer who already holds rights from a landowner wants to sub-delegate the construction of a specific building to a second developer. If the transaction involves the outright sale of the entire land parcel without a middle confirming party, use a standard Deed of Conveyance instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Grant of Construction Rights | The Vendors grant the Purchasers rights to construct a specific building on a designated plot at their own expense and risk. |
| 5 | Payment of Consideration | The Purchasers pay a specific rate per square foot of built-up area to the Confirming Party across four scheduled installments. |
| 8 | Infrastructure and Maintenance | A common agency must maintain internal roads, sewers, and mains, with the Purchasers paying a proportionate share of costs. |
| 15 | Formation of Organisation | Purchasers must organize flat buyers into a Co-operative Society or Limited Company to eventually receive a 99-year lease or conveyance. |
| 18 | Indemnity and Responsibility | The Purchasers assume all liabilities under the Ownership Flats Act and indemnify the Vendors against claims from third parties or workmen. |
| 28 | Completion of Sale | The sale must be completed by execution of a conveyance or lease within 3 years from the date of the agreement. |
Who it's for
- a developer acquiring rights to build on a specific sector plot from an existing rights holder
- an Indian partnership firm selling development rights while retaining title to a larger land parcel
- parties arranging construction of residential units under the Ownership Flats Act
- a company acting as a confirming party in a tripartite land development transfer
How long it runs and how it's signed
How long
Runs until the work is done
Stated duration
3 years
Signed by
Vendors, Confirming Party (Directors), Purchasers
Witness
Required
Notarisation
Optional
Also needed
affix company seal; stamp duty payable; registration with Sub-Registrar
Law it's drafted under
Refers to
Indian Partnership Act, 1932
Refers to
Companies Act, 1956
Refers to
Income-tax Act, 1961
Jurisdiction
India
Document info
GitLaw document. Document created on Fri Jun 26th, 2026. Last updated on Thu Jul 9th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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