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BUSINESS SUPPORT SERVICES AGREEMENT
THIS BUSINESS SUPPORT SERVICES AGREEMENT (“Agreement”) is made at on this 19 th Jun
2023 by and between:
(Company name Bangladesh) company established under the laws of Japan Companies
Act and having its Office at (Address Bangladesh) and its Managing Director, (Director
name Bangladesh) (H ereinafter referred to as the “ Company ” which term or expression as
hereunder used shall include its successors and assigns) of the one part,
And
Tokyo Consulting Firm Limited, a company incorporated under the laws of Bangladesh
companies Act 1994 and having its Office at Safura Tower (10 th Floor, South), 20Kemal
Ataturk Avenue, Banani C/A, Dhaka-1213 through its Consultant, Mr. Tadaoki Watanabe
(Hereinafter referred to as the “ Consultant ” which term or expression as hereunder used
shall include its successors and assigns) of the other part.
The Company and the Consultant are also hereinafter referred to individually as ‘Party’ and
jointly as ‘Parties’.
WHEREAS
a) The Consultant is in the business of providing business support services to its
customers mainly Company who have their business operations in Bangladesh or who
intend setting up their business operations in Bangladesh.
b) The Consultant has approached the Company to provide the Establishment of Limited
Company Related Service as more specifically provided in Annexure ‘A’ to this
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Agreement to facilitate the Company by providing these services for its business
operations in Bangladesh (“ Services ”) and the Company 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 Consultant shall provide the Services to the Company.
NOW, THEREFORE , in consideration of the mutual covenants set forth below, it is agreed as
follows:
1. DEFINITIONS
a) “ Agreement ” shall mean this Services Agreement and any written modifications
thereto by an instrument of equal force.
b) “ Approvals ” shall mean BIDA and Bangladesh Bank permissions, consents,
validations, confirmations and other authorizations as may be required to be
obtained in order to implement the provisions of this Agreement including all
permissions/authorizations from Bangladesh Bank.
c) “ Day ” shall mean a working day and shall exclude weekly holidays ( Friday and
Saturday) and holidays declared by the Government of Bangladesh and/ or by any
other statutory authority.
d) “ Effective Date ” shall mean the date of execution of this Agreement as provided
hereinabove.
e) “ Services ” shall mean the services, more specifically provided to in Annexure ‘A’
to this Agreement to be rendered by the Consultant to the Company in terms
hereof.
f) “ Force Majeure ” shall mean and include, to the extent that the event is not within
the reasonable control of the Party whose performance under this Agreement is
affected thereby, any of the following events such as war, terrorism, hostilities,
acts of the public enemy or of belligerents, sabotage, blockage, revolution,
insurrection, riot or disorder; expropriation, requisition, confiscation or
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nationalization; act of God/ nature; acts of Government or any local, state
authority, fire, frost, earthquake, storm, lightning, or any other event, whether or
not of the same class or kind as those above set out and whether or not caused
directly or indirectly by the act of the non-affected party.
g) “ Person ” shall mean and include any legal or natural person, p artnership, firm,
trust, liaison office, government or local authority, department or other body
(whether incorporated or unincorporated).
h) “ Confidential Information ” means information that: (a) is by its nature
confidential; (b) all the information provided by the Company to the Consultant
related to its business whether financial, technical or personnel related;
In and for the purpose of this Agreement, the singular includes the plural and vice-
versa, and any reference to one gender includes the other gender.
2. PROVISION OF SERVICES
2.1. The Consultant shall render all Services as provided in Annexure ‘A’ under the
Agreement, in the manner provided herein below through its own employees, or
agents, or third parties and the Company shall not be liable to make any arrangement
for the provisions of Services except to the extent necessary for compliance of any
applicable law, in Bangladesh or elsewhere.
2.2. The Company shall be entitled to all the benefits and profits arising from or incidental
to the Services provided by the Consultant under this Agreement.
3. RESPONSIBILITIES/RIGHTS OF THE CONSULTANT
3.1. The Consultant will be responsible for provision of the Services in an efficient and
effective manner.
3.2. The Consultant shall issue invoices to the Company in the manner provided in this
contract.
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3.3. The Services hereunder do not and shall not include at any time any managerial
services.
3.4. The Consultant shall be entitled during all times to enter into an agreement with any
third party for the provisions of the same or similar services as the Services.
4. RESPONSIBILITIES/RIGHTS OF COMPANY
4.1. The Company may provide all information and/or documents as may be required or
requested by the Consultant in order to provide the Services.
4.2. The Company may provide access to all relevant technical, commercial, and
marketing information and material as may be required or requested by the
Consultant for providing the Services in accordance with the terms of this Agreement.
4.3. The Company shall make timely and regular payment towards the fee for the
Services to the Consultant in accordance with the provisions of this Agreement.
5. PAYMENTS
5.1. The payment for the Services provided in Annexure ‘A’ shall be made by the Company
against the invoices raised by the Consultant from time to time for the Services
rendered after the Company has confirmed the Services are completed. The
Company 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.
5.2. The payment is made by Bangladeshi currency (Taka). If conversion is needed from
foreign currency to Taka, Consultant shall calculate at the rate of TTM of Bangladesh
Bank.
5.3. All payments made by the Company pursuant to this Agreement shall be net of
applicable Bangladesh taxes and other taxes, if any levied on that payment shall be
reimbursed by the Company at actual, except the corporate income tax payable by
the Consultant. VAT, if applicable on the Services, shall be paid extra by the Company.
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5.4. The Company shall reimburse all reasonable expenses incurred by the Consultant in
the course of rendering the Services from time to time subject to the Company’s prior
written consent. Each submission of expenses for reimbursement (i) shall be
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
Consultant’s certification that all expenses submitted are based upon actual costs
incurred.
5.5. In the event the Company fails to pay any amount under this Agreement, any unpaid
amount shall bear interest from the due date until paid, at an interest rate of 1.5 per
cent per month or the maximum interest rate permitted by the usury law of the
Company ’s country, if any, whichever is lower, on the basis of 30 days.
6. APPROVALS
6.1. The Agreement is conditional upon the Parties obtaining all requisite Government
Approvals, if any required by each of them.
6.2. Each of the Parties shall at their expense apply for and obtain the necessary approvals
within a reasonable time.
6.3. In the event of either of the Parties failing to obtain the necessary approvals as above
mentioned, the Agreement shall be deemed to be cancelled or modified as may be
appropriate in the circumstances.
7. CONFIDENTIALITY
Each Party agrees that it shall maintain the confidentiality of the Confidential
Information including all data relating to financial, technical, marketing, production
and information 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 further agrees that it shall not disclose or
communicate any of the 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
of this Agreement.
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8. REPRESENTATIONS AND WARRANTIES
8.1. Each Party represents and warrants to the other Party that:
i. Each Party is duly incorporated and validly existing entity in accordance
with the laws of the country where it is incorporated.
ii. 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.
iii. The execution and delivery of this Agreement and the consummation of
the transactions 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 party or by which it or any of its properties is
bound; (c) conflict with, result in a breach of, constitute (with notice or
the lapse of time or both) a default under, or permit the termination or
acceleration of any obligation under any such indenture, agreement, or
instrument; (d) contravene any applicable law, rule, regulation, ruling,
order, judgment or decree.
iv. There are no actions, suits, claims, proceedings or investigations pending
or to its knowledge, threatened against it in any court or before or by any
governmental authority, agency, or instrumentality or any arbitration in
which there is a reasonable possibility of an adverse decision that could,
whether individually or in the aggregate, materially and adversely affect
its ability to perform its obligations under this Agreement.
9. VALIDITY AND TERMINATION
This Agreement is valid until the services mentioned in Annexure ‘A’ are provided to the
Company and all dues of payment are settled.
10. FORCE MAJEURE
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10.1. The performance of either Party shall not be deemed to have been affected, if the
same is suspended on account of a Force Majeure event.
10.2. On the occurrence of a Force Majeure event, any Party claiming a cause or an event
of Force Majeure shall promptly as soon as possible after the cause or event and in
any case within fifteen (15) Days, notify the other Party in writing and provide full
particulars of the cause or event of Force Majeure and the date of first occurrence
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 event 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 affected either operationally 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) days.
10.4. However, it is hereby agreed by the Parties that payment of the fee or other expenses
as due and payable by the Company to the Consultant in terms of this Agreement
shall not be affected by any Force Majeure event.
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
Bangladesh.
12. ARBITRATION
12.1. If any dispute or difference of any kind whatsoever shall arise between the Parties in
connection with or arising out of this Agreement (and whether before or after the
termination or breach of this Agreement) Parties shall promptly and in good faith
negotiate with a view to its amicable resolution and settlement.
12.2. In the event no amicable resolution or settlement is reached within a period of sixty
(60) days from the date on which the dispute or difference arose, such dispute or
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difference shall be finally settled by arbitration in Tokyo, in accordance with 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. LIABILITY OF THE PARTIES
13.1. The Consultant shall perform the Services entirely at its own cost and expenses and
the Company shall not be obliged to pay the fee or reimburse any expenses in excess
of the amount as provided in Annexure A. However, the Company shall be liable to
pay for the actual costs incurred by the Consultant for travel and other expenses,
which shall be billed separately by the Consultant. In such case, the Consultant shall
get the prior approval from the Company.
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,
opportunity costs, etc.) arising out of or in pursuance to this Agreement except in
the event of an intentional act or the gross negligence of any Party. 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 scope not to exceed the upper limit of
3 times of the consideration.
14. MISCELLANEOUS
14.1. The Parties shall not have and will not represent themselves as having any authority
to act as the agent of the other or to create any contractual obligation to any third
party on behalf of the other.
14.2. Each Party hereby agrees that it shall not be entitled to assign any rights and
obligations under this Agreement to any third party without the prior approval of the
other Party.
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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.
14.4. If any provision of the Agreement shall be declared invalid or unenforceable the
remainder of the Agreement shall continue in full force and effect.
14.5. This Agreement cannot be changed, modified or amended except by a
supplementary agreement signed by both Parties.
15. TERMINATION OF AGREEMENT
15.1 The Agreement may be terminated prior to its expiration by either party, by written
notice to the other, in the event of:
i) The dissolution, or winding up, merging or acquisition by the other party;
ii) The filing of the petition by or against the other party initiating proceedings in a
bankruptcy or reorganization, the appointment of a 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 party in any material respect of any of the terms of this
Agreement, which breach has not been cured within fourteen (14) days of the giving
to such party of written notice of such breach by 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 the survival of any right, duty or obligation of either party which is
contemplated to be performed as of the date of or after such expiration, termination
or cancellation, each party shall immediately perform and fulfill all the outstanding
momentary obligations under this Agreement.
15.3 Termination of this Agreement shall not preclude either party from seeking any
remedy provided by this Agreement or by law, including without limitation any claim
for actual or liquidated damages.
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IN WITNESS WHEREOF the Company and Consultant hereto have executed this Agreement
on the day and year first hereinabove written.
(Company name Bangladesh) Tokyo Consulting Firm Limited
Name: (Director name Bangladesh) Name: Tadaoki Watanabe
Title: General Manager, of the Company Title: Consultant
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ANNEXURE ‘ A ’
(Service of details) (Unit) (Price)
1 【 Option 】 Translation service
1 Translation service (Japanese ↔ English) (JPY/Page) 9,200
2 Establishment Support of Limited Company
(Bangladesh side)
JPY 270,000
1 Obtaining Corporate Name
2 Registration of Memorandum of Association and
Articles of Association
3 Obtaining Incorporation Certificate
3 Registration after Incorporation
1 Obtaining Trade License
2 Obtaining TIN (Taxpayer's Identification Number for
Limited Company)
3 Obtaining VAT Registration Code
Notes
□ Bank account opening shall be quoted separately.
□ 50% of professional fee shall be paid in advance.
□ Approximate amount of related costs (1,500,000 JPY) shall be paid in advance.
4 Registration of Factory and Obtaining Operation
Related License
JPY 300,000
1 BEZA Investment Registration Certificate Application
2 BEZA Investment Clearance Certificate
3 Building Permit
4 Contractor Registration
5 Fire License and Electric Connection
6 Bond License
7 Registration with Export Promotion Bureau
5 Obtaining Import Registration Certificate (IRC) and Export Registration Certificate
(ERC)
1 Registration of Membership at Chamber of
Commerce BDT 9,800
2 Obtaining Import Registration Certificate (IRC) and
Obtaining Export Registration Certificate (ERC) BDT 59,800
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Notes
□ For obtaining IRC and ERC, these are required to belong to chamber of
commerce.
□ Membership fee and annual fee are changed by chamber of commerce.
□ We recommend to join in Japan Bangladesh Chamber of Commerce and Industry.
Fee (60,000BDT) is separately charged.
□ For application of IRC and ERC, approx.80,000BDT is separately occurred.
□ Expiry date of IRC and ERC is the end of June.
6 Drafting Company Registration Documents
BDT 45,000
1 Drafting Share Register Book
2 Drafting Share Transfers Register
3 Drafting Director Register
4 Drafting Share Certificate
7 Holding Company Statutory Meeting & Registration to
RJSC
1 Drafting Company Statutory Meeting
Notes
□ The works above should be done within 1 month from incorporation date.
□ Drafted Documents are not required to submit to government authorities,
however it should be kept with company.
□ Appointment letter drafting (form 23B) is also included in the work.
□ Nearly 10,000BDT extra expense for the purchase of registry books is required.
8 Changing Income Year
BDT 47,000 1 Drafting required documents
2 Obtaining approval from NBR
Notes □ Setting income year other than July-June,The works above should be done.
□ Audit report of parent company (English version) is required to change fiscal year.