t00
This office sharing Agreement is made on 19/05/2025
("The Company")
("CLIENT")
Co-working space rental agreement
LOCUS, a company represented by Abir Mallick located in Bangladesh and whose registered address is Tower-52, Level-6
Road no 11, Block C, Banani, Dhaka-1213, Bangladesh.
1 Contract Details
1.1.
Yokogawa Bridge Corp., a company represented by Yuzuru Nakamura located in Japan and whose registered address is
No.27,Yamano-cho, Funabashi-city, Chiba273-0026, Japan.
Between
In consideration for the mutual benefits exchanged by the LOCUS and the CLIENT, the parties hereby agree, warrant,
consent and covenant to the following terms & conditions and representations:
The CLIENT will be availing the following from LOCUS in the form of rental package.
And
a) Use of co-shared serviced office @BDT 10,000/- (Ten Thousand) Taka per month.
D 1 hour/week hot-desk use
b) The client shall pay 12 (Twelve) months' rent 120,000 (One hundred and twenty thousand only) Taka at the time of
signing this contract plus any applicable AlT (TDS) and VAT will be paid by the client.
t00
CLIENT will be privy to receiving the below mentioned conveniences from LOCUS as the standard features:
1.2. Use of Co-shared office space will be inclusive of following:
LOCUS address for official communication only
2. Monthly fees, services' fees and payments:
O Receipt and storage of mail addressed to clients by LOCUS for maximum 60 days
2.1 Monthly Fee: Monthly fee for each month shall be payable in advance in the respective month within 7 working day of
each month and every month to LOCUS; and in respect of any partial usage period, a prorate adjustment shall be made. In
case the CLIENT cannot arrange payment by Taka(BDT), the payment currency shall be US Dollars (USD). The conversion
rate from Taka (BDT) to US Dollars (USD) shall be the TTM rate (Telegraphic Transfer Middle rate) of the Bangladesh Bank
at the payment day.
2.2 Additional Variable Services: LOCUS may provide additional services, besides those mentioned specifically above,
directly or through a business affiliate, with prior written consent from the client. Such services will be billed in arrears at
the end of the month, as per usage, and are due within 7 (seven) days from the receipt of the invoice. Fees for such
service, inclusive of taxes, will be payable in accordance with LOCUS published rates which may change from time to time.
For the avoidance of doubt, changes of fees for such services shall be communicated inwiting of at least fourteen (14)
2.3 Renewal: LOCUS willincrease the monthly fee by BDT 1,000 on each annual contract renewaldate starting from the
commencement date of this agreement. This rental rate is valid for next 1 (one) year from the date of operation starting.
Advance rent paid will be forfeited if the contract is cancelled before it expires.
2.4 Invoices: LOCUS will send all invoices electronically. Every invoice shall be paid within 7 (Seven) days from receipt of
such invoice.
2.5 Late Payment: In the case of a delayed payment of monthly fee and/or fees for the services, the CLIENT shall be liable
to paya penalty fee equivalent to 20% per annum of the unpaid amount. Declined credit cards and dishonour of cheques,
will attract a further fee of BDT 1s00 (One thousand and five hundred only). The CLIENT shall bear its own bank charges
and LOCUS shall likewise bear its own bank charges. LOCUS also reserves the right to withhold services (including for the
avoidance of doubt, denying the CIENT access to its premises, where applicable) while there are any undisputed
outstanding fees and lor interest, or the CLIENT is in breach of this Agreement and terms and conditions as determined by
a court of competent jurisdiction. If there is a disputed fee, the dispute should be resolved within 30 days by both parties.
2.6 VAT and Tax payment: If applicable, the CLIENT should pay the VAT and AIT (TDS) from their own account in
addition to the rental payment every month.
Payment receipt of AIT (TDS) payment should be submitted to LOCUS within 45 (Forty five) days of AlIT (TDS)
deduction. If the client fails to provide copy of AIT (TDS) payment receipt to LOCUS within 45 days of deducting the
amount, LocUS will deduct the AlT (TDS) amount deducted from rent by client from security deposit paid by the client
at the time of signing this contract.
2.7 The CLIENT Can choose any payment made such as, but not limited to, cash, credit card, bank transfer upon consent of
LOCUS.
3. Security Deposit and Advance:
3.1 Advance:The CLIENT has paid advance rent at the execution of this agreement. LOCUS shall adjust each month's rent
from this amount for the next 12 (Twelve) months. LOCUS shallnot be liable to pay to the CLIENT any interest on rental
advance.
4. No Tenancy
The company "LOCUS" provides co-working office space on an "as is" basis, and disclaim all warranties and conditions,
whether express, implied or statutory, including, but not limited to merchantability, title, quiet enjoyment, possession,
fitness, for a particular purpose or use, to the extent permitted by law. However, LOCUS will endeavour to provide co
working office space that is fit for purpose and use in accordance with the standard business environment.
5. No Residency
LOCUS is a commercial facility. Using the location for the purpose of establishing apersonal residence is not permitted.
You hereby understand, agree & warrant that you are not a residential tenant at LOCUS.
Alin nell
t00
6. Behaviour
6.1 The CLIENT agrees to conduct himself or herself according to the policies and terms and conditions that LOCUS
implements from time to time regarding personal behaviour on the co-working space. At the company's sole discretion,
your contract with LOCUS may be terminated for behaviour that violates any such policies.
6.2 You agree not to use the co-working space for any purpose that is unlawful, prohibited, or which could damage the
reputation or business of the company, any other CLIENTs and the co-working space.
7. Termination
7.1 Parties shall have the right to terminate the agreement with 3 (three) months prior written notice to the other party.
t00
7.2 LOCUS has the right to terminate the agreement in case of violation/breach of the terms and conditions of this
agreement and behaviour policy without any prior notice.
7.3 The Non-Disclosure policy outlined in clause 10 (Ten) will remain valid for 1 (One) year after the termination of the
Agreement.
8. IT AND Technology Policy
You also agree not to use the cc-working space in connection with:
8.1 Lottery contests, pyramid schemes, chain letters, junk mails, spamming or similar behaviour;
8.2 Defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy and publicity) of
others;
8.3 Posting, distributing or disseminating inappropriate, profane, defamatory, obscene, indecent, or unlawful material or
information;
8.4 Uploading, reproducing, using, performing, or otherwise making available, images, software or other material or
information which infringes other's rights or is protected by intellectual property laws where you don't own or license
such rights;
8.5 Uploading or using files that contain viruses, corrupted files, or any other similar software or programs that may
damage the computers or property of LOCUS or other members.
8.6 No IT or electronic,electrical devices can be installed at LOCUS premises without prior written permission
8.7 Users are not allowed to use the network or bandwidth for uploading, downloading or streaming video and other
content which are not relevant to orfice use.
9. Changes
8.8 LOCUS will provide a written notice to the CLIENT if misuse of the network is detected and reserves the right to restrict
bandwidth or access to the network till the issue is resolved between both parties.
The rules and policies of the co-working space may change from time to time. This will be notified to members in advance
of any material changes.
10. Non-Disclosure
10.1 In your presence at the co-working space, you may learn of confidential information of the company or of its
members. Such confidential information may include business data, trade secrets, technology, operations, customers, and
prospects thas are mean to be coníidential and proprietaryYou herebyagree and consentto not divulge information
that you obtain that wds meant to remain secret;
10.2 Each party will respect the other Party's confidential data (including consumer data and information if pertaining to
the commercial aspectsof this agreement) and shall not disclose such to any third party without express written consent
of the other. Any information of confidential nature shallinclude but not be limited to all technical, business, financial and
other confidential or proprietary information, of one Party and its affiliated and subsidiary companies of any nature and in
any form, whether written, oral or recorded, transmitted electronically or other similar manner, or in other tangible or
intangible form, including, without limitation business operations, prospects, plans, business and commercial data, trade
secrets, inventions, system designs, processes, business plans, marketing techniques, pricing information, budgets,
financial statements, lists of and information relating to suppliers, customers, CLIENTs and employees as well as any
information as to the shareholders of the Parties and its beneficiaries, together with any portion of evaluations, ideas,
analyses, and reports derived from the confidential information, research obtained data, software, inventions, ideas as
well as information relating to samples, models, marketing or promotion of any product, services business policies,
business plans or business plans or business practices, information received from third Parties. However, information may
be transmitted by the CLIENT or Company to Government, judicial or regulatory authorities, as may be required by any
Government, judicial or regulatory authority provided there is a written notice to the other Party5 (five) business days
prior tosuch disclosure. The CLIENT Shall be liable for any actions and/or omissions having resulted in the disclosure of the
confidential information to any third parties. Should the Company have any reason to believe that the CLIENT disclosed
the confidential information to any third parties; Company shall be entitled to claim on compensation of liquidated
damages as aresult of such disclosure. The CLIENT shall indemnify the Company in full for the losses, suffered by the
Company as a result of CLIENT'S actions which have entailed stealing, loss, distortion, falsification, destruction,
modification, copying of the confidential information, as well as all the losses suffered by the Company as a result of the
CLIENT's breaching its obligations hereunder, within 30 (thirty) calendar days from the moment of receiving the relevant
demand of the Company.
11. Repairs and Maintenance
11.1 The Company shall maintain the co-working space in good repair and working order. If you notice any problems
requiring repair, please notify the company as soon as possible.
11.2 The CLIENT should take necessary care not to damage any item, furniture or other amenities in the co-working
serviced space. If any item is damaged by the CLIENT, then the CLIENT will be liable to replace the item like-for-like or pay
LOCUS the cost to replace the item.
11.3 The CLIENT should consult and take written permission from LOCUS before installing, bringing in any additional item
into the serviced office space. (E.g. Furniture, IT equipment, Phone line connection, etc.)
11.4 The CLIENT should consult and take written permission from LOCUS before making any modification to the existing
setup of the serviced office.
12. Liability
12.1 You (CLIENT) hereby waive and hold harmless the company, its members, officers, directors, shareholders,
contractors, and employees (the "Releases") from any liability, actions, or law suits with respect to any damages, injuries
or losses you suffer to your person or property, whatsoever as a result of your own gross negligence and/misconduct
including but not limited to any direct, special, incidental, indirect, punitive, consequentialor other damages whatsoever
(including, but not limited to, damages for lost profit, loss of confidential or other information, business interruption, and
any other loss).
12.2 LOCUS hereby waive and hold harmless the CLIENT, its members, officers, directors, shareholders, contractors, and
employees (the "Releases") from any liability, actions, or law suits with respect to any damages, injuries or losses The
CLIENT suffer to LOCUS' person or property, whatsoever as a result of LOCUS's own gross negligence and/misconduct
including but not limited to any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever
(including, but not limited to, damages for lost profit, loss of confidential or other information, business interruption, and
any other loss).
13. Indemnity:
13.1 CLIENT shall indemnify LOCUS, its successors and assigns, affiliates, officers, directors, and employees against any and
allclaims, demands, damages, costs, losses, liabilities or, lawsuits, which arise against LOCUS as a result of CLIENT's breach
of anyof CLIENT'S representations, warranties or contractual obligations contained in this Agreement.
13.2 LOCUS shall indemnifyCLIENT, its successors and assigns, affiliates, officers,directors, and employees against any and
all claims, demands, damages, costs, Ilosses, liabilities,or lawsuits, which arise against CLIENT as a result of LOCUS' breach
of any of LOCUS' representations, warranties or contractual obligations contained in this Agreement.
14. General
14.1 Governing Law and Arbitration: This Agreement shall be governed by the laws of People's Republic of Bangladesh. In
case of anydispute between the Parties, the same shall be resolved mutually or by arbitration. Each Party shall appoint its
arbitrator (Company shall jointly appoint one arbitrator) and the Parties-nominated arbitrators shall jointly appoint the
third member of the tribunal, who shall be the chairman of the tribunal. The arbitration shall take place in Dhaka,
Bangladesh under the arbitration Act of Bangladesh. The language of the arbitration shall be English. To the fullest extent
permitted by law, this arbitration proceeding and the arbitrator's award shall be maintained in confidence by the Parties
so as to protect relevant valuable information or intellectual property rights. Except where the dispute renders it
impossible to do so, the Parties shall continue to perform their obligations under this Agreement while the dispute is being
resolved.
14.2 Assignment: This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by the CLIENT in
whole or in part without the prior written consent of The Company. Any transfer, assignment, delegation or sublicense by
the CLIENT without such consent is invalid.
15. Length of Agreement
Your agreement lasts for the period specified in it and may upon mutual agreement be extended for consecutive periods
equal to the current term. In allother respects, your agreement will renew on the same terms and conditions.
16. AntisocialForce
At the time of execution of this Agreement, each Party represents and warrants to the other Party that it, its parent
company, and any of its subsidiaries, affiliates, directors, officers, and employees are not crime syndicates, members of
crime syndicates, crime syndicate-related companies or associations, corporate racketeers, or any other antisocial forces
(collectively, an "Antisocial Force") and that it, its parent company, and any of its subsidiaries, affiliates, directors, officers,
and employees are not and willnot be involved in any actions or activities using, or jointly associated with, any Antisocial
Force.
Start Date
Name: Hayahito lIto
IN WITNESS WHEREOF, the parties have hereby executed this Agreement by their duly authorized signatories.
Designation: Branch Manager
Date:/- 0t- 202
Signed on Client behalf
Witness 1:
Name:
Address:
Witness 2:
Name:
Address:
Appendix:
19/05/2025
Address of the location:
End Date
Address to be used by the Client:
Bangladesh
Name: Abir Mallick
Designation: Founder
Date: - 0S-2o25
Signed on LOCUS behalf
Witness 1:
Name:
Address:
18/05/2026
Witness 2:
Name:
Address:
LOCUS, Tower-52, Level-4, Road-11, Banani Block-C, Dhaka-1213
,-|
vatena. Notn satal
Yokogawa Bridge Corp. C/o LOCUS, Tower-52, Level-4, Road-11, Banani Block-C, Dhaka-1213,
(4-809) (fsf S> g41)
() AR-f
Occupancy Type (A-2) Use non Residential
IR 2O.0D. o000, Jo9.98,Q02,)9,9b, ya
(3) AD R- N/A
(a)rlbICATT fAIT R()D GTeHT So() -rer* OcCupancy Type (A-2)
Use non Residential)
qUA}NS afA (q&-8/3)
.o9,2028
Form No.
Circie No. ....
af <fe (Receipt Book No.)
1095
DIRI OES Mt Dhaka North City Corporation)
atfSR R SR AeET (Holding No. &Mahalla)
*341913 a (Name of Assessee)
Holding rate
Conservancy rate
Surcharge
Received the sum of taka..&&080.
on account of North City Corpotation ateyferoalyis1D toos o Sford)
Lighting ratc
AIG DT (Total).
Bfa (Date).
Old Arrears
Period Amount
808
ORIGINAL
af7 (Receipt form)
5 3Previous Year
l st
Quarter 2nd 3rd 4th
Quarter Quarter Quarter
Amount Amount
fM R (Receipt No.)A
109492
afvASAAeRUR (Revenue, Supervtsor)
Ist
Quarter
O7123248, U197142339G
Assessee No.
ýAK As Current Year
Amount| Amount| AmoAmArAmoomoa
2nd 3rd 4th
Quarter Quarter Quarter
Total