Basic Agreement for Business Outsourcing
SCROLL, a corporation registered in Japan with its principal office located at 2-24-1 Sato, Chuo-ku, Hamamatsu-shi, Shizuoka, Japan (hereinafter referred to as "SCROLL"), and SCROLL BANGLADESH CO., LTD., a corporation registered in the People's Republic of Bangladesh with its principal office located at Uttara Tower, Plot No.1, Jasimuddin Avenue, Sector No.3, Uttara C/A, Uttara Model Town, P.S. Uttara (West), Dhaka, Bangladesh (hereinafter referred to as "COMPANY"), hereby conclude the Basic Agreement for Business Outsourcing (hereinafter referred to as the "Agreement") as follows:
The parties, through mutual consultation and information sharing, hereby agree as follows, based on the premises, conditions, and warranties contained within this Agreement.
Article 1 (Application of the Agreement)
The provisions of this Agreement shall apply uniformly to all commission agreements (hereinafter referred to as "Individual Contracts") concluded between the parties during the validity period of this Agreement. However, in the event of any inconsistency between this Agreement and an Individual Contract, the provisions of the Individual Contract shall prevail.
Article 2 (Commissioned Tasks)
SCROLL shall requests COMPANY to provide the following services (hereinafter, "Specified Tasks"), and COMPANY shall accept to provide such services for the SCROLL.
(1) Confirmation of delivery dates for products
(2) Confirmation of product specifications
(3) Monitoring of factory conditions and conveying requests from SCROLL
(4) Quality control of products; and
(5) Notwithstanding the forgoing, other matters determined by the parties after separate consultation.
Article 3 (Individual Contract)
The content of the specified tasks, implementation period, amount of compensation, payment conditions, and any other conditions necessary for the performance of the Individual Contracts shall be determined separately by mutual agreement between the parties on each occasion. SCROLL shall, if necessary, prepare specifications or procedural documents.
An Individual Contract shall be established when a written contract is concluded between the parties.
Article 4 (Modification of the Contract)フォームの始まり
Both Parties may modify, add to, or otherwise alter the terms of this Agreement and Individual Contracts only with a written instrument signed by a duly authorized representative. This representative shall not be limited to the signatories of this Agreement but may include persons designated by the Parties. Such written instruments may include, but are not limited to, amendment agreements or memoranda of understanding.
Article 5 (Obligations of the COMPANY)
1. COMPANY shall meet the high standards of a merchant and shall perform the Specified Tasks in accordance with the duty of care normally required of a diligent merchant when performing the same obligations performed by COMPANY.
2. COMPANY shall acknowledge the significance of the Specified Tasks to SCROLL's business operations and, with this understanding, shall utilize its capabilities and optimal staff to the fullest extent in carrying out these tasks.
3. SCROLL shall have the right to request COMPANY to change the staff if it is determined that the staff specified in the preceding paragraph are unsuitable for the performance of the Specified Tasks.
4. COMPANY must complete the Specified Tasks within the period agreed upon by the Parties. However, if there is a risk that the performance of the Specified Tasks within the said period may be incomplete or insufficient, the Parties may, upon consultation, modify the schedule. It is understood that any modification to the schedule does not exempt COMPANY from its responsibilities.
Article 6 (Compensation)
1. The amount of compensation for the Specified Tasks (hereinafter referred to as the “Compensation”) shall be determined in Individual Contracts.
2. SCROLL shall make payment of the Compensation to the bank account designated by COMPANY via bank transfer. If consumption tax, value-added tax, or any similar taxes are incurred, SCROLL shall bear such taxes.
3. The exchange rate for the payment shall be based on the TTS rate announced by Mizuho Bank on the day the transfer process is conducted.
4. Notwithstanding the provisions of the first paragraph, both parties shall review the amount of the Compensation once every quarter based on the OECD Transfer Pricing Guidelines with a certain profit margin recognized as generally acceptable in transactions with third parties (hereinafter referred to as the "Comparable Uncontrolled Price Range"), and adjust the amount to ensure that the annual projected profit and loss (hereinafter referred to as "Profit and Loss Actual") falls within the Comparable Uncontrolled Price Range. If it is anticipated that the Profit and Loss Actual of COMPANY related to the tasks entrusted under this Agreement will significantly fall below the Comparable Uncontrolled Price Range at the end of COMPANY's fiscal year, SCROLL may transfer an additional amount separately determined as a transfer pricing adjustment to ensure that COMPANY's profit margin falls within the mid-point of the Comparable Uncontrolled Price Range. Furthermore, if the actual profit and loss exceeds the Comparable Uncontrolled Price Range, the difference between the actual profit and loss and the mid-point of the Comparable Uncontrolled Price Range shall be considered in setting the commission fee for the subsequent period.
Article 7 (Representation and Warranty)
COMPANY represents and warrants to SCROLL that:
COMPANY has the lawful authority to enter into this Agreement,
at the time of entering into this Agreement, there are no contracts, commitments, legal regulations, or any other impediments that would hinder the achievement of the objectives of this Agreement or adversely affect the rights and interests of both Parties in the performance of the Specified Tasks,
COMPANY will comply with all relevant laws and regulations of the host country (including Japan) in the performance of the Specified Tasks; and
it has not infringed upon the rights of any third party, and that the performance of the Specified Tasks will not infringe upon such rights.
Article 8 (Subcontracting)
COMPANY shall not subcontract all or part of the Specified Tasks to a third party without the prior written consent of SCROLL.
Article 9 (Provision, Storage, Return, and Disposal of Documents, etc.)
1. SCROLL will provide COMPANY with the necessary documents, etc. (hereinafter referred to as " Documents, etc.") for the performance of the Specified Tasks, and also disclose the necessary information required for the performance of the Specified Tasks.
2. COMPANY shall diligently store and manage the Documents, etc. provided by SCROLL and shall not use them for purposes other than the performance of the Specified Tasks under this Agreement.
3. COMPANY shall not duplicate, reproduce, edit or perform any other actions on the Documents, etc. provided by SCROLL for purposes other than the performance of the Specified Tasks under this Agreement.
4. COMPANY shall, upon instruction from SCROLL, return or dispose of the Documents, etc. provided by SCROLL. However, the expenses incurred in returning the documents shall be borne by COMPANY.
Article 10 (Occurrence of Hindrances)
1. Both Parties shall promptly report to the other Party any hindrance that occurs during the performance of the Specified Tasks, regardless of its magnitude. Both Parties shall cooperate based on such reports to endeavor to improve the situation.
2. If COMPANY fails to make the report as stipulated in the preceding paragraph or if the cause of the obstacle can be attributed to COMPANY's fault, COMPANY shall be liable to compensate SCROLL for all damages incurred.
3. Regardless of the reason for termination of this Agreement, COMPANY shall bear the obligation to resolve any hindrances arising from the nature of the tasks performed by COMPANY, proposed content, or any other reasons attributable to COMPANY even after the termination of this Agreement. In this case, COMPANY shall bear the responsibility as stated in the preceding paragraph.
Article 11 (Third-Party Complaint Handling)
1. If a claim or dispute arises with a third party as a result of COMPANY's violation or non- performance of all or part of this Agreement, or due to intentional, negligent, or breach of duty on the part of COMPANY during the performance of this Agreement, COMPANY shall immediately report it to SCROLL. COMPANY shall promptly and at its own expense resolve the matter. If SCROLL incurs losses or damages as a result, COMPANY shall compensate SCROLL for any losses or damages incurred.
2. In the event of a complaint or dispute as described in the preceding paragraph, COMPANY shall not resolve the complaint or settle, including reconciliation, without the explicit prior written consent of SCROLL, unless COMPANY must resolve the claim on its own.
Article 12 (Intellectual Property Rights)
1. Through the performance of the Specified Tasks, ownership and intellectual property rights (including translation rights, adaptation rights, and the rights of the original author regarding the use of derivative works, among others) to all materials, including reports presented by COMPANY to SCROLL, shall belong to SCROLL, except where they belong to third parties.
2. COMPANY shall not reproduce, rent, use or publish any deliverables or works, if any, created in the course of performing the subject work without the written permission of SCROLL.
Article 13 (Term of the Agreement)
1. This Agreement shall be effective from January 1, 2024, to December 31, 2024, unless terminated earlier by the provisions of Article 14. Additionally, upon written agreement by both Parties, the validity period may be extended. However, the terms and conditions regarding the updated tasks and compensation after renewal shall be determined through separate negotiations between the Parties.
2. In the event of the termination of this Agreement while Individual Contracts exist, those Individual Contracts shall remain valid, and the relevant provisions of this Agreement shall also remain in effect.
Article 14 (Notice)
1. Any notice, request, or other communication to the other party under this Agreement must be made in writing in Japanese or Englesh. Such notice shall be given by prepaid registered airmail, facsimile, or email to the address specified at the end of this Agreement or any other address specified by the other party in this Agreement or writing.
(1) The notification address for SCROLL
Email： suguru-itou@scroll.co.jp
The contact person： Suguru Itou
(2) The notification address for CAMPANY
Email： yosuke-yoshida@scroll.co.jp
The contact person： Yosuke Yoshida
2. Notifications sent by prepaid registered airmail shall be deemed received ten days after the date of posting, while notifications sent by fax, email, or directly handed over shall be deemed received on the actual date of receipt.
3. Both Parties must notify the other Party in advance if they intend to change their notification address as stipulated in paragraph 1.
Article 15 (Amendment and Modification)
This Agreement constitutes the entire understanding and agreement between the Parties concerning the matters covered by this Agreement, and supersedes all prior understandings, intentions expressed orally or in writing, and confirmations. Except for amendments or modifications made by a written instrument signed by each Party and specifically referring to this Agreement, this Agreement cannot be amended or modified.
Article 16 (Prohibition of Assignment, etc.)
Any part of this Agreement shall not be assignable without the prior written consent of the other Party. Any assignment made without such consent shall be deemed null and void.
Article 17 (Termination)
If any of the following events occurs concerning either Party, the other Party may terminate this Agreement and any Individual Contracts by providing written notice to the breaching Party.
If either Party fails to fulfill any provision of this Agreement, and such non-performance remains uncorrected for a period exceeding 14 days after receiving written notice specifying the non-performance.
If a trustee or administrator is appointed for all or substantially all the assets of either Party.
If either Party voluntarily initiates bankruptcy proceedings, or seeks corporate reorganization, dissolution, liquidation, or other relief under bankruptcy laws.
If involuntary bankruptcy proceedings are initiated against either Party or other petitions are filed, or if corporate reorganization, dissolution, liquidation, dissolution, or other relief under bankruptcy laws is sought against either Party.
If either Party ceases or is in danger of ceasing its business operations, or disposes of all or a significant part of its business or assets.
Article 18 (Force Majeure)
Neither Party shall be liable to the other Party for any delay or failure in the performance of its obligations under this Agreement to the extent such delay or failure is caused by circumstances beyond the reasonable control of the affected Party (hereinafter referred to as "Force Majeure"), including but not limited to acts of God, governmental acts, compliance with laws, regulations, or orders, fire, storm, flood, earthquake, war (regardless of the existence of a declaration of war), rebellion, revolution, riot, strike, or lockout.
Article 19 (Waiver)
The failure of either Party to demand or delay in demanding the performance of any obligation under this Agreement by the other Party shall not affect the right to demand such performance at any time. The waiver by either Party of any breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or similar provisions, nor shall it constitute a waiver of the provision itself.
Article 20 (Confidentiality Obligation)
1. Both Parties shall, even after the termination of this Agreement, carefully manage and safeguard all tangible and intangible technical, business, and other information of the other Party obtained in connection with this Agreement (including personal information protected under the Personal Information Protection Law) (hereinafter referred to as "Confidential Information"). They shall not use Confidential Information for any purpose other than the performance of this Agreement, and shall not disclose it to any third party without the prior written consent of the other Party. However, if a court, government agency, or other public authority (hereinafter referred to as "Public Authority") requests the disclosure of Confidential Information pursuant to the law, the Party may disclose the Confidential Information to the extent necessary to comply with such request, and within the scope of the minimum necessary. Furthermore, this provision shall not apply to lawyers, certified public accountants, or other professionals who are legally obligated to maintain confidentiality. However, the following information shall not be treated as Confidential Information:
(1) Information that was already publicly known or available at the time of disclosure by the disclosing Party.
(2) Information that becomes publicly known or available without fault on the part of the receiving Party.
(3) Information that the receiving Party already possessed prior to its disclosure.
(4) Information that the receiving Party obtained without being under an obligation of confidentiality from a third party with legitimate authority after the disclosure.
(5) Information developed or created by the receiving Party independently of the disclosed information.
2. Each Party shall promptly return or dispose of, in accordance with the instructions of the other Party, all documents, electronic media, or digital data containing Confidential Information, including all copies thereof, when requested by the other Party or upon termination of this Agreement. This includes but is not limited to documents, electronic records, and information stored in communication devices.
3. This provision shall remain valid for a period of two years following the termination of this Agreement. However, regarding the confidentiality obligation of personal information under the Personal Information Protection Law, it shall persist without a specified period.
Article 21 (Damages)
Regardless of whether this Agreement has been terminated, if either Party breaches any provision or obligation under this Agreement due to reasons attributable to itself, that the Party shall be liable to the other Party for any damages incurred thereby (including attorney's fees).
Article 22 (Taxes)
Any taxes arising from the individual business activities performed by a Party pursuant to this Agreement shall be borne and paid by the Party on whom such taxes are imposed under the applicable laws.
Article 23 (Survival Clause)
1. Even after the termination of this Agreement (regardless of the reason for termination), the provisions from Article 5 (COMPANY's Obligations) to Article 7 (Representations and Warranties), and from Article 9 (Provision, Storage, Return, and Disposal of Documents, etc.) to Article 16 (Prohibition of Assignment, etc.), and from Article 18 (Force Majeure) to Article 30 (Good Faith Consultation) shall remain valid and effective.
2. If the performance of the Specified Tasks is incomplete or inadequate at the time of termination of this Agreement (regardless of the reason for termination), COMPANY shall, upon termination of this Agreement, provide SCROLL with all information regarding the Specified Tasks or deliverables and cooperate within a reasonable scope even after the termination of this Agreement.
Article 24 (Hardship)
If a significant change occurs in market conditions or other circumstances between the date of contract conclusion and the performance date of either party's obligations under this Agreement, or if there is a significant fluctuation in exchange rates that makes it difficult to fulfill the obligations of either party under this Agreement, both parties shall meet upon the request of one party to discuss and revise the provisions of this Agreement in good faith, to resolve and overcome such difficulties to maintain the mutual interests and good relations of both parties.
Article 25 (Governing Law)
This agreement shall be interpreted in accordance with Japanese law as the governing law, without contravening the principles of conflict of laws.
Article 26 (Arbitration)
Any disputes, disagreements, or doubts arising between the Parties regarding this Agreement shall be arbitrated in Tokyo, Japan, by the rules of the International Chamber of Commerce (ICC). The arbitration award shall be final and binding on both Parties. The judgment of the arbitration shall be enforceable by the Tokyo District Court. The arbitrator may, in the event of a dispute or controversy, grant injunctive relief or other remedies, and both Parties may seek provisional injunctive relief from the Tokyo District Court without prejudice to this provision.
Article 27 (Severability)
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
Article 28 (Language)
This Agreement and the Individual Contract shall be executed in the English language. No translation, if any, of this Agreement and the Individual Contract into Japanese or any other language shall be of any force or effect in the interpretation of this Agreement and the Individual Contract or in determination of the intent of either of the Parties hereto.
Article 29 (Headings)
The headings of the provisions of this Agreement are for convenience only and shall not affect the interpretation of the provisions.
Article 30 (Good Faith Consultation)
Any matters not provided for in this Agreement or any doubts arising in connection with this Agreement shall be resolved through good faith consultation between the Parties.
In Witness Whereof, two copies of this document have been executed at the office of COMPANY, each copy being in the possession of both parties hereto, with their names and seals hereunto affixed as evidence of the performance of this Agreement.
Date: ●●, 2024
2-24-1 Sato, Chuo-ku, Hamamatsu-shi, Shizuoka, Japan
SCROLL Scroll Corporation
President： Tomohisa Tsurumi
Uttara Tower, Plot No.1, Jasimuddin Avenue, Sector No.3, Uttara C/A, Uttara Model Town, P.S. Uttara (West), Dhaka, Bangladesh
COMPANY SCROLL BANGLADESH CO., LTD
Director： Hiroyuki Otowa