Appointment letter (Shiono San)

AGREEMENT BETWEEN NIPPON KOEI Bangladesh LTD. (NKB) AND BUNTARO SHIONO FOR RENDERING SERVICES for “NIPPON KOEI BANGLADESH” JANUARY 2021 CONTENTS OF AGREEMENT WITNESSETH ARTICLE 1 SCOPE AND PERIOD OF SERVICES 2 RESPONSIBILITIES 3 INDEMNITY 4 WORKING HOURS & LEAVE 5 INSURANCES 6 TAXES AND DUTIES 7 SERVICE, FACILITIES AND EQUIPMENT 8 PAYMENT 9 COPYRIGHT 10 CONFIDENTIALITY 11 TERM AND TERMINATION 12 SEVERABILITY 13 NATIONAL TRAVEL 14 ENTIRE AGREEMENT AND MODIFICATION 15 NO EMPLOYMENT 16 APPLICABLE LAW AND ARBITRATION APPENDIX 1 SCOPE OF SERVICES APPENDIX 2 SPECIAL PROVISIONS APPENDIX 3 NKB INFORMATION SECURITY REGULATION APPENDIX 4 COST ESTIMATE AGREEMENT BETWEEN NIPPON KOEI BANGLADESH LTD. (NKB) AND BUNTARO SHIONO FOR RENDERING SERVICES FOR “NIPPON KOEI BANGLADESH” This agreement made and entered into this 1st day of February 2021 between Nippon Koei Bangladesh Ltd. (NKB) with its registered office at Unit 5-A & B (5th Floor), Concord Baksh Tower, Plot # 11-A, Road # 48, Block # CWN (A), Gulshan -2, Dhaka-1212, Bangladesh (hereinafter referred to as "the Employer") and Buntaro Shiono with his present home located at 3-13-2 Chitosedai Setagaya-ku Tokyo and permanent address is House #30, Road No. 38, Dhaka (hereinafter referred to as "the Employee"). WITNESSETH WHEREAS, the Employer desires that the Employee will furnish the Employer with the services required for “Nippon Koei Bangladesh”. AND WHEREAS, the Employee agrees to render such services under the terms and conditions stipulated in this agreement. NOW, THEREFORE, it is hereby agreed by and between the parties hereto as follows: SCOPE AND PERIOD OF SERVICES The Employee shall carry out the services as stipulated in Appendix 1: SCOPE OF SERVICES hereto (hereinafter referred to as “the Services”), under the direction of the Employer. In order to perform the services, the Employee may be given further detailed instructions where necessary from time to time by the Employer. The position and assignment period of the Employee shall be as mentioned in Appendix 2: SPECIAL PROVISIONS. The assignment period may, however, be extended or shortened upon written consent of the parties hereto. RESPONSIBILITIES The Employee shall perform the services with due diligence and efficiency, in conformity with sound administrative and financial practices, in a manner acceptable and satisfactory to the Employer. During the assignment period as indicated in Appendix 2: SPECIAL PROVISIONS, the Employee is exclusively assigned to the work and is not allowed to be engaged in any other services whatsoever. The Employee shall devote full time to perform the services within the tenure of this agreement. The Employee shall maintain a good health to complete the assignment described in Appendix 1 and Appendix 2 hereto. When the Employee finds or recognizes that the Employee’s health condition is not good enough to complete the assignment, the Employee shall report the health condition to the Employer without any delay. The Employee shall comply with “Human Resource Policy (HR Policy)’, which stern guideline for every Employee working for Nippon Koei Bangladesh. The Employee shall use only licensed, or otherwise legally obtained computer software for the assignment described in Appendix 1 and Appendix 2 hereto and follow the NKB information Security Regulation described in Appendix 3. INDEMNITY The Employee shall indemnify, protect and defend, at the Employee’s own responsibility and expense, the Employer from and against any and all actions, claims, demands, losses costs, expenses or damages arising out of the Employee’s failure to perform the services during the assignment period as indicated in Appendix 2: SPECIAL PROVISIONS as well as arising out of the failure to comply with any obligations undertaken by the Employee. The Employee shall be liable towards the Employer for such loss or damage to an amount equivalent to the damage or loss caused. Notwithstanding the foregoing Article 3.1, the Employee shall indemnify the Employer against all losses and claims in respect of death of or injury to any person, caused by the Employee during the Employee’s assignment period. WORKING HOURS INSURANCES The Employer will provide a Group Life Insurance to the Employee as stated in Clause 13.b of HR Policy. However, the Employee shall be responsible of his/her own insurance for risks excluding coverage of group insurance. TAXES AND DUTIES The Employer will pay the salary through account payee cheque and/or bank transfer in the name of the Employee after deducting applicable withholding AIT as per the regulation of Bangladesh Govt. (National Board of Revenue). PAYMENT Payment shall be made by the Employer to the Employee according to the actual working record (that is to be combined with the invoice) and made by Bank Cheque or Bank Transfer by seven (7) working days after submission of the invoice from the Employee. The Employee shall submit the invoice to the Employer by three (3) working days after end of the month. The Employer shall pay the Employee only when the Employer acknowledges the performance of the Employee. The amount of salary and out-of-pocket expenses shall be as stated in Appendix 4: COST ESTIMATE hereto. For a period less than one (1) month, salary shall be calculated on a pro-rata basis by using the following formula. Person-month claimable for the respective month = “actual days worked by the Employee (weekday)” + “actual days worked by the Employee (holiday)” 30 Payment of fees and out-of-pocket expenses stipulated in Appendix 4: COST ESTIMATE shall be made to the Employee by the Employer upon presentation of the invoice with original receipts by the Employee. The expenditures incurred in the Project Office for the services of the Employee other than the items stipulated in Appendix 4: COST ESTIMATE shall be controlled by the Project Office and reimbursed only with prior approval of the Project Office. The Employer will not be responsible for these expenditures. If the Employee fails to perform the services or obligation hereunder, then the Employer shall be entitled to set-off any payments due and owing to the Employer against such payments as due and owing to the Employee pursuant to this agreement. COPYRIGHT The copyright of all the reports, documents and drawings prepared by the Project Office and/or the Employee in connection with the agreement rests with the Employer. The Employee shall not use the contents thereof for any purposes unrelated to the services without the prior written approval of the Employer. The Employee acknowledges that copyright of computer software preinstalled in computers that are used for the services is owned by copyright holder and duplicating any software from those computers to any other computers is strictly prohibited. CONFIDENTIALITY The Employee shall not at any time disclose to any person or entity any confidential information obtained from the Project under this agreement. Except with prior written consent of the Employer /the Project Office, the Employee shall in no case communicate or disclose to any third party any information of this agreement. TERM AND TERMINATION It is stated in Clause 18 of HR Policy. SEVERABILITY If any one or more of the provisions contained in this agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby. The parties hereto shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid provision, the effect of which is as close as possible to that of the invalid, illegal or unenforceable provision. TRAVEL AND OTHER EXPENSES It is stated in Clause 14 of HR Policy. ENTIRE AGREEMENT AND MODIFICATION This agreement, including appendixes, constitutes the complete and final agreement between the parties herein with respect to the subject matter hereof and supersedes all prior negations, representations and agreements, oral or written, between the parties with respect hereto. This agreement may only be modified, in whole or in part, by the mutual agreement in writing of both parties. NO EMPLOYMENT It is expressly agreed that the Employee has been appointed to provide services as an independent contractor and shall be acting as an independent contractor in performing the services hereunder and by this agreement. No employer and employee relationship is constituted by this agreement. The Employee has no right, power or authority to assume or to create any obligation on behalf of the company. APPLICABLE LAW AND ARBITRATION Any dispute or differences arising out of this agreement shall be amicably settled by mutual agreement between the parties hereto. This agreement shall be interpreted exclusively in accordance with the laws of Bangladesh. The Bangladeshi court shall have jurisdiction over any dispute or differences that may arise in connection with this agreement. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed in their respective names as of the day and year first above written. This agreement is completed in 17 (Seventeen) typed pages. The Employer: Naoki Kudo Managing Director Nippon Koei Bangladesh Ltd. The Employee: Buntaro Shiono Passport No.: MU7052635 Appendix 1 SCOPE OF SERVICES Designation: Mr. Buntaro Shiono will be started his job position as a “General Manager” from 1st January, 2021 in Administration and Finance department. In Bangladesh he will fulfill the responsibility as same. Job Responsibility: Coordinating all types of strategic plan by studying technology, financial opportunity presenting analysis and recommending objectives, working in managerial level and along with financial department in Engineering Consulting Company, fulfill responsibilities in order to maximize the effectiveness of the Company’s Overall Operation in Bangladesh, As per company rules and policy that responsible person have to fulfill. Appendix 2 SPECIAL PROVISIONS Employee’s References Name of Employee : Buntaro Shiono Present Address : 3-13-2 Chitosedai Setagaya-ku Tokyo Permanent Address : 3-13-2 Chitosedai Setagaya-ku Tokyo Date of Birth : 19 February, 1987 Mobile : +88 01940-440011 E-mail Address : shiono-bn@n-koei.jp Passport No. : MU7052635 The Position and Assignment Period The Position against which services to be provided : General Manager Contract Period : 01/01/2021 – DD/MM/20YY Maximum ** months Bank Account Details of the Employee Account Name : PLEASE FILL Account Number : PLEASE FILL Bank Name : PLEASE FILL Branch Name : PLEASE FILL Information in case of Emergency Name of the Nearest Relative to be contacted of the Employee Name : PLEASE FILL Relationship : PLEASE FILL Address : PLEASE FILL Phone : PLEASE FILL E-mail Address : PLEASE FILL Appendix 3 NKB Information Security Regulation NKB Information Security Regulation Table of Contents Introduction 12 Clause 1 Information Management Rules 12 Clause 2 Personal Information Handling Rules ……………………………………………. 13 Clause 3 Information Handling Rules for the Second Party……………………………….. 13 Introduction This document stipulates internal regulation of overall information management of NKB. The Second Party of NKB shall comply with this document for information security. Information Management Rules Company management is required to follow the sub clause items below. Establishment of management system To appoint the person in charge of information security. To assign the responsible persons for each information. Security measures for business information To control entrance and exit by using appropriate security lock for office space. To manage paper document on management ledger. To prohibit unnecessary, bring-out of documents. To introduce user authentication with ID and password. To backup server data periodically. To set up and manage access authority to the server. To install antivirus software in the server and all PC. To assure periodical virus scanning for the server and all PC. To conduct appropriate update of OS and application for the server and all PC. To establish firewall to protect the network. To prohibit installation and use of unauthorized licensed / illegal software. To set up and limit administrator authority of PC only to authorized persons (i.e. person in charge of information security, IT manager) in order to prevent users from installing illegal / unlicensed / unnecessary software. To introduce countermeasures such as security lock, authentication, or encryption for loss of portable devices (mobile PC, tablet, external drives and etc.). To conduct internal notification, training, education and monitoring of information security management. Pledge in new entry To get the Second Party to pledge non-disclosure of confidential information. Pledge in resignation / retirement To get resigning/ retiring the Second Party to pledge non-disclosure of confidential information. Response to security incident To assure the Second Party to report at an accident regarding information security. Personal Information Handling Rules The First Party management should ensure that personal information handling is in compliance with laws and regulations in the country of operation. Information Handling Rules for the Second Party The First Party management is required to ensure that the Second Party follow the sub clause items below. The Second Party is required to understand and accept the same. Use of privately-owned IT devices and software To prohibit the use of privately-owned IT devices (PC, tablet, external drive, etc.) and software in the office. Data storing To prohibit the storage of business information / work-related information / information used or acquired through work in the privately-owned devices. To store project data to the server. Bring-out of information To avoid unnecessary, bring-out of business information outside of office / workplace. Unnecessary actions To prohibit net surfing on work-irrelevant / unnecessary sites. To install unnecessary software to all PC / notepad provided by the company via any media including online-installation service. Software license use To prohibit installation and use of unauthorized licensed / illegal software. To comply the software license agreement. ID use To prohibit sublet of given ID and password to the third person. Use of IT services To use company-approved information and communication services only. Social Networking To prohibit the posting of business-related information to SNS. Company confidential information To maintain non-disclosure of the Project’s / the First Party’s confidential information during the Assignment period as well as after resignation or retirement. Response to security incident To mandate the reporting at an accident such as loss of PC and other devices. Reporting should be informed to the following contact: Shamir Md. Al-Amin Jr. Executive, Business Development Dept. Nippon Koei Bangladesh Ltd. Cell: 01722-994557 and/or Taskin Anam Manager, Admin & Accounting Dept. Nippon Koei Bangladesh Ltd. Cell: 01673-191682 Appendix 4 COST ESTIMATE Basic Salary : BDT 102,000/- House Rent/ Accommodation Allowance : BDT 51,000/- Medical Allowance : BDT 10,200/- Conveyance/ Commuting Allowance : BDT 6800/- Gross Monthly Remuneration: BDT 170,000/- (Taka One Lac Seventy Thousand Only including TAX) AIT (Advance Income Tax) AIT amount as per the regulation of Bangladesh Govt. (National Board of Revenue) will be deducted from each invoice of the Employee. Two Eid Festival Bonus Two times in a year. Overtime If the working hour more than 8 hours, employee will eligible for getting overtime. According to designation overtime and working time will be different. Retirement Allowance (If the Employee does not fail to perform the Services, the Employer will pay the Retired Allowance at the end of the Contract.) 14 days / 30 days X Basic Salary