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TmS BUSINESS SUPPORT SERWCES AGREEMENT ('Agreement') is made at on this l"'
October, 2017 by and between:
MURATA MACIIINERY BANGLADESII LID. a company estatrlished under the laws of
Bangladesh Companies Act-I994 and having its Office at Paradise Tower (5e Floor), Plot # 1 1,
Road # 02, Sector # 03 Uuara, Dhaka-1230, Bangtadesh and its General Manager, Mr. Kh.
Salahuddin Ahmed Hereinafter referred to as the "MBD" which term or expression as hereunder
used shall inelude its successors and assigns) ofthe part- A,
And
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BUSINESS STJPPORT SENVICES AGREEMENT
MURATA (TIIAILAND) CO,, LTD, a company incorporated under the laws of Thailand
Companies Act and having its Office ar 89814344 S.V. City Tower 2,25'h Floor Rama 3m,
Bangpongpang, Yannawa, Bangkok 10120, through its Managing Director, Mr. Futoshi Miyamoto
(Hereinafter referred to as the "MTC" which term or expression as hereunder used shall include its
successors and assigns) ofthe part-B.
The MBD and the MTC are also hereinafter referred to individually as 'Party' and jointly as
'Parties'.
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WIIEREAS
a) TheMTCisinthetrusinessofprovidingtheTechnicalsupports(Repairing,Installing,
tlandling etc.) to their Intended Customers and possible customer in relation to their business
support.
b) TheMTChasapproachedMBDtoprovidetheTechnicalsupports(Repairing'lnstalling
Handling etc.) and the MBD has shown its willingness to take the same'
c) The Parties hereto are desirous of entering into this Agreement that sets out the terms and
conditions on which the MTC shall provide the Services to the MBD'
Now,THEREFORf,,inconsiderationofthemutualcovenantssetforthbelow'itisagreedas
follows:
1. DEFINITIONS
a) "Agreement" shall mean this Services Agreement and any written modificatioos thereto
by an instrument ofequal force.
"Approvals"shallmeanBIDAandBangladeshBankpermissions'consents'validations'
confirmations and other authorizations as may be required to be obtained in order to
implement tho provisions of this Agreoment including all permissions/authorizations
from Bangladesh Bank.
c) "Day" shall mean a working day and shall exclude weekly holidays (Friday aud
Saturday) and holidays declared by the Govemment of Bangladesh andl or by any other
statutory euthority.
d) ..Effective Date" shall msan the date of execution of this Agreement as provided
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e) "services" shall mean the services, more specifically provided to in Annexure 'A' to
this Agreement to be rendered by the MTC to the MBD in terms hereof'
"Penson" shall mean and include any legal or natural person, padnership, firm, tmst'
liaison office, government or local authority, department or other body (whether
incorporated or unincorporated).
h) "Confidential Information" moans information that: (a) is by its nature confidential; (b)
all the information provided by MBD to the MTC related to its business whether
firiancial, t€chnical or personnel related;
In and for the purpose of this Agreement, the singulal includes the plural and vice-versa"
and any reference to one gender includes the other gender.
2.2. MBD shall be entitled to all the benefits and profits arising from or incidental to the
Services provided by the MTC under this Agreement.
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.,Force Majeure" shall mean and includg to the extent that the event is not within the
reasonable control of the Party whose performance under this Agleement is affected
thereby, any of the following events such as war, terrorism, hostilities, acts of the public
enemy or of beltigerents, sabotage, blockage, revolution, insurrection, riot or disorder;
expropriation, requisition, confiscation or nationalization; act of God/ nature; acts of
Govemment or any local, state authority, fire, frosl earthquake, storm, lightning, or any
other event, whether or not ofthe same class or kind as those above set out and whether
or not caused directly or indirectly by the act ofthe non-affected party.
2. PROYISIONOFSERVICES
2.1. The MTC shall render all Services as provided in Annexure 'A'under the Agleemen! in
the manner provided herein below through its own employees, or agents, or third parties
and MBD shall not be liable to make any arangement for the provisions of Services except
to the extent necessary for compliance ofany applicable law, in Bangladesh or elsewhere.
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3.1 The MTC will be responsible for provision of the services in an efficient and effective
3 .2 . The MTC shall issue invoices to MBD as per the services mentioned in Annexure 'A'-
3.3. The Services hereunder do not and shall not include at any time any managerial services.
4. Rf, SPONSIBILITIf, SruGI{TS OT MBD
4.1. The MBD may provide all information and/or documents as may be required or requested
by the MTC in order to provide the Services.
4.2, The MBD may provide access to all relevant technical, insrallarioru repairing and handling
Jobs /information and material as may be required or requeskd by the MTC for providing
the Services in accordance with the terms ofthis AgreemenL
5. PA
5.1. The payment fof the seryices shall be made by MBD against the invoices raised by the
MTC for the Services rendered after MBD has confirmed the services are completed. MBD
shall make the payment against the invoice within thirty (30) days of the receipt of each
invoice, by way of a crossed cheque or bank transfer'
manner,
4.3. The MBD shall make timely and regular payment towards the Technioal Assistance fee for
the Services to the MTC in accordance with the provisions of this Agreement'
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5.2. All peymonts made by MBD pursuant to this Agreemeat shall be net of applicable
Bangladesh taxes and other tares, if any levied otr thst paym€nt shall be reimbursed by
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MBD at actual, except the corporate income tax payable by the MTC' VAT, if applicable
on the Services, shall be paid extra by MBD.
5.3. MBD shall reimburse all reasonable expenses incurred by the MTC in the course of
rendering tle Services from time to time subject to the MBD's prior written consent. Each
submission of expenses for reimbursemont (i) shall b€ supported by an itemized description
of expenses claimed and attached receipts when such receipts are reasonably available and
(ii) will be deemed to contain the MTC',s certification that all expenses submitted are based
upon actual costs incurred.
6. APPROVALS
6.1. The Agreement is conditional upon the Parties obtaining all requisite Govemment
Approvals, ifany required by each of them.
6.2. Each of the Parties shall at their expense apply for and obtain the necesmry approvals within
a reasonable time.
6.3. In the event of either of the Parties failing to obtain tho nec€ssary approvals as above
mentione4 the Agteement shall be deemed to be cancelled or modified as rnay be
appropriate in the circumstances.
7. CONUDENTIALITY
Each Party agrees that it shall maintain the confidentiality ofthe Confidential Information
including all data relating to financial, technical, Installation, RepairinS production and
handling with respect to the other Party and its operations and shall not be entitled to any
ownership or any other right of the other Party's confidential and proprietary information-
Each party fu*her agrees that it shall not disclose or communicate any ofthe information to
any competitor or third party or use or refer to any of this information for any purpose
whatsoever other than as required in terms ofthis Agreement.
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8. REPRES ATIONSANDW
There are no actions, suits, claims, proceedings or investigations pending or to
its knowledge, tkeatened against it in any court or before or by any
govemmental authority, agency, or instrumentality or any arbikation in which
there is a reasonable possibility of an adverse decision that could, whetJrer
individually or in the aggregate, materially and adversely affect its ability to
perform its obligations under tlis Agreement.
8. i. Each Party represents and warrants to the other Party that:
i. Each Party is duly incorporated and validly existing entity in accordance with the
Iaws of the country where it is incorporated.
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9. VALIDITYANI}TERMINATION
This Agreement is valid for a period of 6 months flom the Effective Date, i'e., ls October,
2017. However, this Agleement can be terminated at any time by either party by giving thirty
(30) days prior written notice. On the completion of the term, and in case of no written
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The Parties are authorized to enter into and perform this Agreement, and this
Agreement when executed, will be duly authorized, executed and delivered and
will constitute its valid and binding obligations, enforceable in accordance with
the terms herein except insofar as the enforceability may be limited by general
principles of equity.
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lll. The execution and delivery of this Agreement and fhe consummation of the
hansactions contemPlated herein do not and will not (a) contravene its articles,
by-laws, or other constitutional documents; (b) contravene any material
provision of any material indenture, agreement or instrument to which it is a
pafi or by which it or any of its properties is bound; (c) eonflict with, result in a
breach oll constitute (with notice or the lapse of time or both) a default undel or
permit the termination or acceleration of any obligation under any such
indenture, agre€ment, or inskument; (d) contravene any applicable law, rule,
regulation, ruling, order, judgment or decree.
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termination notice by MBD to MTC, the agreement shall automatically be renewed for the next
6 months and will continue to do so till a written notice for t€rmination is submitted by either of
the party.
lO.IQBST.IAA'ISUBE
10.1. The performance of either Party shall not be deemed to have been affected, if the same is
suspended on account ofa Force Majeure event.
10.2. On the occurrence ofa Force Majeure event, any Party ctaiming a cause or an event of
Force Majeuro shall promplly as soon as possible after the cause or event and ir any case
within fifteen (15) Days, notiff the other Party in writing and provide full particulars of the
cause or event of Force Majeure and the dde of hrst occurrenee thereof, and also keep the
other Party informed of any further developments. The Party affected by the Force Majeure
shall use all reasonable efforts to remove the cause or event of Force Majeure or mitigate its
effects and both Parties shall resume performance hereunder immediately when such cause
or event is removed.
10.3. If such cause or evcnt of Force Majeure or its effects shall continue for a period of thirty
(30) days in circumstances where the rendering of Services is materially and adversely
a.{fected either operatioaally or financially and the Parties are unable by agreement to avoid
such cause event or effects, this Agreement shall terminate on expiry of such thirty (30)
dayt.
10.4. However, it is hereby agreed by the Parties that payment of the fee or other expenses as
due and payable by MBD to the MTC in t€rms of this Agreement shall not be affected by
any Force Majeure event.
11. GLA w
This Agreement shall be governed by and construed in accordance with the laws of Bangladesh
12.ABEITRATION
12.1. If any dispute or diference of any kind whatsoever shall arise between the Parties in
connection with or arising out of this Agre€ment (and whether before or after the
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termiration or breach ofthis Agreement) Parties shall promptly and in good faith negotiate
with a view to its amicable resolution and settlement.
12.2- La the event no amicable resolution or settlement is reached within a period of sixty (60)
days fiom the date on which the dispute or difference arose, such dispute or difference shall
be finally settled by arbitration in Tokyo, in accordance witt the Commercial Arbitration
Rules of The Japan Commercial Arbitration Association.
12.3. The existence of any dispute or difference or the initiation or continuance of the
arbitration proceedings shall not postpone or delay the performance by the Parties of their
respective obligations pursuant to this Agreement.
13. LIABIIJTY OT THE PARTIES
l3.l - The MTC shall perform the Services entirely at its own cost and expenses and MBD shall
not be obliged to pay the fee or reimburse any expenses in excess of the amount as provided
in Annexure A. However, MBD shall be liable to pay for the actual costs incurred by the
MTC for travel and other expenses, which shall be billed separatoly by the MTC' In such
case, the MTC shall get the prior approval from MBD.
13.2. In no event shall any Party be liable to the other for consequential, special, incidental or
punitive loss, damage or expense (including without limitation, lost profits, opporhmity
costs, etc.) arising out of or in pursuance to this Agrcement except in f}le event of an
intentional act or the gross negligence of any Patty. However, in the case of either Party
commits an intentional act or the gross negligence, the other Party shall be able to claim
damages within a ssope not to exceed the upper limit of3 times ofthe consideration.
14. MISCELLA}IEOUS
14.1. The Parties shall not have and will not represent themselves as having any authority to act
as t}e agent of the other or to create any contractual obligation to any third party on behalf
of the other.
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14.2. EachParty hereby agrees that it shall not be entitled to assign any rights and obligations
under this Agreement to any thitd party without the prior approval ofthe other Pady'
14.3. This Agreement evidences the entire Agreement between the Parties and it overrides any
earlier agreement or other document recording the understanding' or commitments of
between the Parties prior to the execution hereof'
l4.4.IfanyprovisionoftheAgreementshallbedeclaredinvalidorunenforceablethe
remainder of the Agreement shall continue in full force and effect'
14.5. This Agreement cannot be changed, modifred or amended except by a supplementary
agreement signed bY both Parties.
15. TE TION OT AGRX,f,Mf,NT
15. 1 The Agreement may be terminated prior to its expimtion by either pa*y, by written notice
to the other, in the event of:
i) The dissolutiorq or winding up, merging or acquisition by the other party;
ii)Thefilingofthepetitionbyoragainsttheotherpartyinitiatingproceedingsina
bankruptcy or reorganization, the appointment ofa receiver over the whole or any part of
the assets of such other party or any action by such other party to take advantage of any
insolvency or other law for relief of debtors generally;
iii) The breach by either pafi in any material respect of any of the terms of this
Agre€ment,whichbreachhasnotbeencuredwithinfourteen(14)daysofthegivingto
such party of written notice of such breach try the other party'
15.2 Neither expiration, termination or cancellation of this Agreement shall release either party
from any liability which at such time has already accrued to the other party, or in any way
affect tlle survival of any right, duty or obligation of either party which is contemplated to
beperformedasofthedateoforaftersuchexpiration,terminationorcarrcellation,each
partyshallimmediatelyperformandfulfillalltheoutstandingmomentaryobligationsundol
this Agreement.
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15.3 Temi.iiiation of this Agreoment shall not preclude either party .tom seeking any idmedy
provided by this Agreement or by law, including without limitation any claim for actual or
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MURA'TA MACIIINERY BANGLADESH MIJRA'TA CTIIAILAI\TD) CO., LTD
LTD
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Name: Salahuddin Ahmed
Title: General Manager of the MBD
Name: Futoshi Miyamoto
Title: Managing Director of the MTC -*,
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IN WITNESS WHEREOF MBD and MTC hereto have executed this Agreement on the day and
year first hereinabove written.
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A}INEXURE'A'
Services to be plel4i(ElbyjbslEQ
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No. Service Contents
I Technical and Management Fee
1 Technical and Management Fee
Remarks oMBD shall pay salary, bonus (ifany), management fee and technical support fee to
MTC in the name of "Technical and Management Fee". NET pal.rnent for this concern
shall be decided as per Bangladesh Bank, ITO-1984 and any other concerned
authorities and laws of Bangladesh-
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