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This office sharing Agreement is made on 19/05/2025
("The Company")
("CLIENT")
Co-workingspace 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.
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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, inclusiveof taxes, will be payable in accordancewith LOCUS published rates which may change from time to time.
For the avoidance of doubt, changes of fees for such services shall be communicatedinwiting of at least fourteen (14)
2.3 Renewal: LOCUS willincrease the monthly fee by BDT 1,000 on each annual contract renewal date starting from the
commencementdate 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 equivalentto 20% per annum of the unpaid amount. Declined credit cards and dishonourof 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 (includingfor the
avoidance of doubt, denying the CIENT access to its premises, where applicable) while there are any undisputed
outstandingfees and lor interest,or the CLIENT is in breach of this Agreement and terms and conditionsas determinedby
a court of competentjurisdiction.If there is a disputedfee, 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 securitydeposit paid by the client
at the time of signingthis 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. SecurityDepositand 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 accordancewith the standard business environment.
5. No Residency
LOCUS is a commercialfacility. Using the location for the purpose of establishing apersonal residence is not permitted.
You hereby understand,agree & warrant that you are not a residentialtenant at LOCUS.
Alin nell
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6. Behaviour
6.1 The CLIENT agrees to conduct himself or herself according to the policies and terms and conditions that LOCUS
implementsfrom time to time regarding personal behaviour on the co-workingspace. At the company's sole discretion,
your contractwith LOCUS may be terminatedfor behaviourthat violates any such policies.
6.2 You agree not to use the co-workingspace for any purpose that is unlawful, prohibited, or which could damage the
reputationor businessof the company, any other CLIENTs and the co-workingspace.
7. Termination
7.1 Partiesshall have the right to terminatethe agreementwith 3 (three) months prior written notice to the other party.
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7.2 LOCUS has the right to terminate the agreement in case of violation/breachof the terms and conditions of this
agreementand behaviourpolicy without any prior notice.
7.3 The Non-Disclosurepolicy outlined in clause 10 (Ten) will remain valid for 1 (One) year after the termination of the
Agreement.
8.IT AND TechnologyPolicy
You also agree not to use the cc-workingspace in connectionwith:
8.1 Lotterycontests,pyramid schemes, chain letters,junk mails, spammingor similar behaviour;
8.2 Defaming, abusing, harassing, threateningor otherwise violating the legal rights (such as privacy and publicity) of
others;
8.3 Posting, distributingor disseminatinginappropriate,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
informationwhich 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 computersor propertyof LOCUS or other members.
8.6 No IT or electronic, electricaldevices can be installedat LOCUS premiseswithout prior written permission
8.7 Users are not allowed to use the networkor 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
bandwidthor access to the networktill the issue is resolved between both parties.
The rules and policies of the co-workingspace may change from time to time. This willbe 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 confidentialinformationmay include businessdata, trade secrets, technology,operations,customers,and
prospects thas are mean to be coníidential and proprietaryYouherebyagree and consentto not divulge information
that you obtainthat wds meant to remain secret;
10.2 Each party will respect the other Party's confidentialdata (includingconsumer data and informationif pertainingto
the commercial aspects of this agreement)and shall not disclose such to any third party without express written consent
of the other. Any informationof confidentialnature shallinclude but not be limited to all technical, business, financial and
other confidentialor proprietaryinformation,of one Party and its affiliatedand subsidiarycompaniesof any nature and in
any form,whether written, oral or recorded, transmittedelectronicallyor other similar manner, or in other tangible or
intangibleform, 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 shareholdersof the Parties and its beneficiaries,together with any portion of evaluations, ideas,
analyses, and reports derived from the confidentialinformation, 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, informationreceived from third Parties. However, informationmay
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 omissionshaving resulted in the disclosureof 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 shallindemnifythe Company in fullfor the losses, suffered bythe
Company as a result of CLIENT'S actions which have entailed stealing, loss, distortion, falsification, destruction,
modification,copying of the confidentialinformation,as well as all the losses suffered by the Company as a result of the
CLIENT's breaching its obligationshereunder,within 30 (thirty) calendar days from the moment of receiving the relevant
demand of the Company.
11. Repairs and Maintenance
11.1 The Company shallmaintain the co-working space in good repair and working order. If you notice any problems
requiringrepair, 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-likeor pay
LOCUS the cost to replace the item.
11.3 The CLIENT should consult and take written permissionfrom LOCUS before installing, bringing in any additionalitem
into the servicedoffice 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 modificationto 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, consequential or other damages whatsoever
(including,but not limited to, damages for lost profit, loss of confidentialor 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, consequentialor other damages whatsoever
(including,but not limited to, damages for lost profit, loss of confidentialor 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, liabilitiesor, 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 indemnify CLIENT, its successorsand assigns, affiliates,officers, directors,and employeesagainst 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, warrantiesor contractual obligationscontainedin this Agreement.
14. General
14.1 GoverningLaw and Arbitration:This Agreementshall be governed by the laws of People's Republic of Bangladesh.In
case of any dispute between the Parties, the same shall be resolved mutually or by arbitration.Each Party shall appoint its
arbitrator(Company shalljointly appoint one arbitrator)and the Parties-nominatedarbitratorsshall jointly appoint the
third member of the tribunal, who shallbe the chairman of the tribunal. The arbitration shall take place in Dhaka,
Bangladesh under the arbitrationAct of Bangladesh.The languageof the arbitrationshall be English. To the fullest extent
permitted by law,this arbitrationproceedingand the arbitrator'saward 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
impossibleto do so, the Parties shall continueto perform their obligationsunder this Agreementwhile the dispute is being
resolved.
14.2 Assignment: This Agreement is not assignable,delegable,sublicenseableor otherwisetransferableby the CLIENT in
whole or in part without the prior written consent of The Company. Any transfer, assignment,delegationor sublicenseby
the CLIENT without such consent is invalid.
15. Length of Agreement
Your agreementlasts for the period specified in it and may upon mutual agreement be extended for consecutiveperiods
equal to the current term. In allother respects, your agreement will renew on the same terms and conditions.
16. Antisocial Force
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 companiesor associations,corporate racketeers,or any other antisocialforces
(collectively,an "AntisocialForce") 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 activitiesusing, or jointly associatedwith, any Antisocial
Force.
Start Date
Name: Hayahito lIto
IN WITNESS WHEREOF, the parties have hereby executedthis Agreement by their duly authorizedsignatories.
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
Addressto 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
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