Final Office lease agreement_ALSOK

DEED OF LEASE AGREEMENT This Deed of Lease Agreement hereinafter called this Agreement is made at Dhaka on this ＿____September of 2022 by and between Elite Security Services Ltd., a private company limited by shares, duly incorporated under the Company Act, 1994 of Bangladesh, represented by its Managing Director Mr. Sharif Aziz of Elite Tower, House # 3 Road # 6/A, Block-J Baridhara, Dhaka-1212 hereinafter called Lessor. AND ALSOK Bangladesh Security Services Ltd. a company limited by shares, duly incorporated under the Company Act, 1994 of Bangladesh, represented by its Managing Director Mr. Atsushi Oizumi (Passport No. TR1557736) of on the other part, hereinafter called Lessee. PRELUDE: A. WHEREAS Lessor of Dag No. 6965, Madani Avenue (100 Feet Road) Vatara, Dhaka-1212, the demised premises approximately 22 (twenty two) square feet which are fully described in the schedule hereunder written and hereafter referred to as the Property. B. WHEREAS Lessee has offered Lessor to lease the property as an office. C. WHEREAS Lessee AND Lessor is willing to enter into a lease agreement for the demised premises for the purpose of business of Lessee, on ____September 2022 for a period of 1(one) year which will be expired on _____September 2023. D. WHEREAS Lessor and Lessee wish to be bound by the following terms and conditions with an option to renew the lease of the demised premises for a similar further period unless terminated by the parties and Lessor agrees to grant the lease therefore on the following terms and condition. SUBJECT TO THE TERMS AND THE CONDITIONS AND CONVENTS HEREINAFTER CONTAINED NOW THE AGREEMENT WITNESS AND IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. Rights and obligations of Lessee 1.1. In case force majeure renders any material part of the property unsuitable for the purpose of the lease, the lease may be voided at the option of Lessee. 1.2　In case Lessor fails to fulfill his repair obligations to the property, Lessee may do so and deduct the cost of such repairs from the rent fee. 1.3 Lessee shall not allow any third party (except its related parties) to share the property with Lessee without the written consent of Lessor. 1.4 In addition to the obligation to restore the property to its original condition at the end of the lease, Lessee is obligated to maintain the property in the same good condition as at the beginning of the occupation. 1.5 Lessee shall only be obligated to use the property with ordinary care when using the property as his/her own. 1.6 Lessee has the right to use the common facilities (including but not limited to electricity, gas, and water) of the property free of charge. 2. Rights and obligations of Lessor 2.1 Lessor shall be liable for security of the Property. 2.2 Lessor shall pay the Municipal Tax, Land Tax, and other local impositions relating to the premises in question. VAT and AIT will be paid by Lessee. 2.3 Lessor shall provide a copy of the certificate of commercial registration issued by RAJUK by the time of first payment. 3. Prohibition of assignment of rights and subleasing 3.1 Both parties shall not assign or sublet their rights and obligations under the agreement to any third party. 4. Payment 4.1 The rent fee shall be paid on a monthly basis. Lessor shall issue an invoice to Lessee, and Lessee shall pay the following amount by bank transfer within thirty (30) days of receipt of said invoice. Bank transfer charges shall be borne by Lessee. Rent fee per month:10,000 BDT (Ten thousand Taka) (Excluding VAT) 4.2 When Lessee fails to make payment under the agreement , the unpaid amount shall bear interest at the rate of 1.5% per month from the due date until payment is made, or the maximum rate permitted by the Interest Rate Restriction Law of the country of Lessor's location, whichever is lower, on a 30-day basis. 4.3 When the agreement expires or ends in the middle of the month, the monthly rent shall be calculated on a prorated basis for the calendar days up to the date of completion of delivery of the property to Lessor . 4.4 Lessee shall pay the prescribed monthly rent fee even if Lessee does not use the said property after the execution of this agreement for reasons attributable to Lessee. However, if Lessee does not use the said property by the effective date of this agreement for reasons attributable to Lessor, the monthly rent shall be calculated from the date Lessee actually makes the said property available for use. 4.5 In the event that taxes and other public charges relating to the property or Lessor 's business increase or are expected to increase, Lessor may increase the monthly rent by giving Lessee 1 (one) months’ notice in writing and by electromagnetic means. 5. Confidentiality Each party agrees to maintain the confidentiality of any Confidential Information, including all financial, technical, personnel, marketing, production, and information relating to the other party and its business, and to have no ownership or other rights in any Confidential or Proprietary Information of the other party. The parties further agree that they shall not disclose or communicate any information to any competitor or third party or use or reference such information for any purpose other than those set forth in this Agreement. 6. Validity and Termination The term of this Agreement shall be 1 (one)year from ______September 2022 to _____September 2023, regardless of the date of execution of this Agreement. However, either party may terminate this Agreement at any time by giving 30 (thirty) days written notice. If, at the expiration of the term of the contract, the parties do not give written notice of termination to the other party, the contract shall automatically be renewed for one year and shall continue until either party gives written notice of termination. 7. Force majeure 7.1 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 nationalization; act of God/ nature; acts of Government or any local, state authority, fire, frost, earthquake, storm, lightning, infectious disease 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. 7.2 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. 7.3 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 15 (fifteen)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. 7.4 If such cause or event of Force Majeure or its effects shall continue for a period of 30 (thirty) days in circumstances where the rendering of Service 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 30 (thirty) days. 7.5 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. 8. Governing Law This Agreement shall be governed by and construed in accordance with the laws of Bangladesh. 9. Arbitration 9.1 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. 9.2 In the event no amicable resolution or settlement is reached, such dispute or difference shall be finally settled by dispute resolution organization such as the courts in Bangladesh. 9.3 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. 10. Liability of the Parties 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 (three) times of the consideration. Miscellaneous 11.1 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. 11.2 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. 11.3 If any provision of the Agreement shall be declared invalid or unenforceable the remainder of the Agreement shall continue in full force and effect. 11.4 This Agreement cannot be changed, modified, or amended except by a supplementary agreement signed by both Parties. Termination of agreement 12.1. 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. 12.2. 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. 12.3. 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. 12.4. The Consultant and the Company agree that, for any reason, there will be no termination fee upon termination of this Agreement. In witness whereof, both Lessee and Lessor have put their signatures on the day and year mentioned above THE SCHEDULE OF THE PROPERTY ABOVE REFERRED (Dag No. 6965, Madani Avenue (100 Feet Road) Vatara, Dhaka-1212) Signatures of witness: ………………………. Signature of Lessor: ________________ Sharif Aziz Managing Director Elite Security Services Ltd. ………………………. Signature of Lessee: ________________ Atsushi Oizumi Managing Director ALSOK Bangladesh Security Services Ltd.