MEMORANDUM OF UNDERSTANDING (MoU)
This Memorandum of Understanding (hereinafter referred to as the "MoU") is entered into on 25th February 2025 between:
1. Nisshin Transportation Co., Ltd.
A company incorporated under the laws of Japan, having its registered office at 3-4-8 Honmachi, Chuo-ku, Osaka, Japan, engaged in the business of Freight Forwarding and Logistics (hereinafter referred to as "Nisshin Transportation").
2. Nisshin Trans Consolidator BD Ltd.
A company incorporated under the laws of Bangladesh, bearing Registration No. C-144936, registered on 19-MAY-18, with its registered office at House-2/B (2nd Floor), Road-4, Block-D, Banani, Dhaka-1213, engaged in the business of Freight Forwarding and Logistics (hereinafter referred to as "Nisshin Trans Consolidator").
RECITALS
WHEREAS, Nisshin Transportation desires to invest in Nisshin Trans Consolidator and purchase 30% of its shares to establish a strategic business collaboration;
WHEREAS, both parties agree to cooperate and operate their businesses in a manner that ensures mutual benefits and success;
NOW, THEREFORE, the parties hereto agree as follows:
1. Investment in Shares
1.1 Nisshin Transportation shall purchase 30% of the shares of Nisshin Trans Consolidator.
1.2 The valuation and payment terms for the shares shall be mutually agreed upon and executed through separate agreements.
2. Board Meetings
2.1 An authorized representative of Nisshin Transportation shall be a permanent member of the Board of Directors of Nisshin Trans Consolidator.
2.2 The quorum for any Board meeting of Nisshin Trans Consolidator shall not be deemed complete without the presence of the authorized representative of Nisshin Transportation.
2.3 The decisions taken in any Board meeting shall require the presence and consent of the representative of Nisshin Transportation.
2.4 Nisshin Trans Consolidator shall provide advance notice of at least 7 days for any Board meeting to ensure the participation of Nisshin Transportation’s representative.
2.5 Nisshin Trans Consolidator retains the right to call emergency Board meetings with shorter notice in critical situations, provided that reasonable efforts are made to ensure Nisshin Transportation's representation.
3. Business Decisions
3.1 Nisshin Trans Consolidator agrees to inform and discuss all significant business decisions with Nisshin Transportation.
3.2 Nisshin Trans Consolidator shall not take any critical business decision without obtaining the prior consent of Nisshin Transportation.
3.3 Any change in the management structure or strategic direction of Nisshin Trans Consolidator shall require prior approval from Nisshin Transportation.
3.4 Nisshin Trans Consolidator reserves the right to make routine operational decisions necessary to ensure smooth day-to-day business activities without seeking prior approval from Nisshin Transportation
3.5 Nisshin Trans Consolidator shall not engage in any borrowing or lending of funds to any individual or organization without obtaining the prior written consent of Nissin Transportation co.,LTD
4. Dividend Declaration and Repatriation
4.1 Nisshin Trans Consolidator shall declare dividends timely in accordance with applicable laws and regulations.
4.2 Necessary steps shall be taken to facilitate the repatriation of Nisshin Transportation’s portion of the dividends to Japan in compliance with the laws of Bangladesh.
4.3 Nisshin Trans Consolidator retains the discretion to reinvest profits for the company's growth and development, subject to mutual agreement with Nisshin Transportation.
5. Intellectual Property Rights Protection:
5.1 Nisshin Transportation shall retain all intellectual property rights related to its technology, know-how, and trademarks. Nisshin Trans Consolidator shall use such intellectual property rights only in accordance with the terms and conditions agreed upon by the parties.
6. Mutual Collaboration and Safeguards
6.1 Both parties agree to establish regular communication channels to share business updates, address challenges, and identify opportunities for growth.
6.2 Each party commits to providing necessary support and expertise to enhance the operational efficiency and profitability of Nisshin Trans Consolidator.
6.3 Both parties agree to review and update their collaboration terms periodically to align with market changes and strategic goals.
6.4 Both parties shall maintain transparency in financial and operational dealings to build trust and ensure long-term success.
6.5 Both parties agree to respect each other’s business interests and refrain from actions that could harm the reputation or financial standing of the other.
7. Financial Collaboration
7.1 Financial Reporting: Nisshin Trans Consolidator shall provide Nisshin Transportation with audited financial statements within [ timeframe, e.g., 90 days] after the end of each fiscal year. Nisshin Trans Consolidator shall also provide Nisshin Transportation with regular management accounts and other financial information as may be reasonably requested.
7.2 Financial Assistance: Nisshin Transportation may, at its sole discretion, provide financial assistance to Nisshin Trans Consolidator in the form of loans, equity injections, or other forms of support. The terms and conditions of any such financial assistance shall be mutually agreed upon in writing.
7.3 Financial Due Diligence: Prior to the execution of the definitive agreements, Nisshin Transportation shall have the right to conduct financial and legal due diligence of Nisshin Trans Consolidator. Nisshin Trans Consolidator shall provide Nisshin Transportation with all necessary information and access to its books and records to facilitate such due diligence.
8. Customer Relationship Management:
8.1 Nisshin Trans Consolidator shall prioritize customer satisfaction and maintain strong relationships with its customers. Nisshin Transportation shall provide, upon request, support and guidance to Nisshin Trans Consolidator in areas such as customer service, sales and marketing strategies, and customer relationship management best practices.
8.2 Sales and Marketing Collaboration: The parties may, at their mutual discretion, collaborate on sales and marketing activities, including joint marketing campaigns, customer referrals, and the development of new business opportunities.
8.3 Protection of Customer Data: Nisshin Trans Consolidator shall comply with all applicable data privacy and protection laws and regulations in handling customer data. Nisshin Trans Consolidator shall maintain the confidentiality of all customer information and use such information only for legitimate business purposes.
9. Confidentiality
9.1 Both parties agree to maintain the confidentiality of all proprietary and non-public information exchanged during the term of this MoU.
9.2 Neither party shall disclose such information to any third party without prior written consent, except as required by law.
9.3 Nisshin Trans Consolidator reserves the right to share necessary operational information with its internal stakeholders, provided it does not breach confidentiality agreements.
10. Amendments
10.1 This MoU may be amended or modified only by a written agreement signed by both parties.
10.2 Any amendments shall be documented and attached as an addendum to this MoU.
10.3 Nisshin Trans Consolidator reserves the right to propose amendments necessary for compliance with local laws and operational efficiency.
11. Dispute Resolution
11.1 Any disputes arising from or in connection with this MoU shall be resolved amicably through mutual consultation.
11.2 If the dispute cannot be resolved through negotiation within three months, the parties agree to submit the dispute to arbitration. The arbitration shall be conducted in accordance with the rules of the Bangladesh Arbitration Act 2001 (This issue is not a matter of arbitration but may be referred to the penal code).
12. Governing Law
12.1 This MoU shall be governed by and construed in accordance with the relevant laws of Bangladesh.
12.2 Both parties agree to comply with all applicable laws and regulations relevant to this MoU.
12.3 Compliance with Foreign Investment Laws: Nisshin Trans Consolidator shall comply with all applicable laws, rules, and regulations of Bangladesh relating to foreign investment, including those pertaining to foreign exchange, repatriation of funds, and intellectual property rights.
13. Force Majeure:
13.1 Neither party shall be liable for any delay or failure to perform its obligations under this MoU due to events beyond its reasonable control, such as acts of God, war, terrorism, natural disasters, and government regulations.
14. Effective Date and Termination
14.1 This MoU shall come into effect on the date of signing and shall remain in effect until superseded by further agreements or terminated by mutual consent.
14.2 Before terminating this MoU both parties need to discuss and agree for the terminate of MoU.
14.3 Either party may terminate this MoU by providing 30 days’ prior written notice to the other party.
15. General Provisions
15.1 This MoU sets forth the basic understanding between the parties and shall serve as a foundation for further agreements, including but not limited to share purchase agreements and shareholder agreements.
15.2 Both parties agree to cooperate in good faith to fulfill the objectives outlined in this MoU.
15.3. Nisshin Trans Consolidator shall provide regular and timely updates on its financial performance, operational activities, and any other relevant information as may be reasonably requested by Nisshin Transportation.
15.4. Nisshin Trans Consolidator shall be responsible for obtaining and maintaining all necessary government approvals, licenses, and permits required for its operations in Bangladesh.
IN WITNESS WHEREOF, The parties hereto have executed this MoU on the date first above written.
For and on behalf of Nisshin Transportation Co., Ltd.
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__________________
Authorized SignatoryName: Mr. Shinichi MagamiDesignation: Director
Passport No.: TT8051268
Email: sh-magami@nisshintrans.com
Mobile No.: +81-80-3091-3834
For and on behalf of Nisshin Trans Consolidator BD Ltd.
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__________________
Authorized SignatoryName: Mr. Kabir AhmedDesignation: Managing Director
NID No.: 7300164584
Email: kabir@nisshintransbd.com
Mobile No.: +88 01713328619
Witness: 1
Witness: 2
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Signature: _________________________Name: Rashedul Islam Occupation: Service
Mobile No.: +8801333824641
Passport/NID No.: 19921595708000108
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Signature: _________________________Name: Kamrun Nahar OmiOccupation: Service
Mobile No.: +8801780353130
Passport/NID No.: 4176564260