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SERVICE AGREEMENT
This agreement (hereinafter called “this Agreement”) was made on March 17 th 2022 between P.S.
Mitsubishi Construction Co., Ltd. , a company incorporated in Japan and having its address at Harumi
Center Bldg.3F, 2-5-24, Harumi, Chuo-ku, Tokyo, Japan (hereinafter called “the Client”) on the one part
and
Mr. Md. Ali Farhan (National ID number: 2402344051), a citizen of Bangladesh and having its address
at 6A Shurovi, 10C Green Square, Green Road, Dhaka-1205, Bangladesh (hereinafter called the “Service
Provider”) on the other part.
WHEREAS the Client desires to obtain the benefit of the services of the Service Provider, and the Service
Provider desires to render such services on the terms and conditions set out herein.
Now, therefore, in consideration of the mutual promises contained herein and other good and sufficient
consideration, the parties agree as follows:
1. Appointment
The Client hereby appoints the Service Provider, and the Service Provider hereby accepts the appointment
to provide the Services (as defined below) upon the terms and conditions set out here in.
2. Scope of the services
2.1 The Service Provider shall carry out the following Services related to the Client Branch Office in
Dhaka, Bangladesh:
(i) Conducting local investigation on compliance (relating to both Dhaka MRT project and
Matarbari Access Road Project) and license or permit requirement, while making sure the
capacity of the Client current legal status as the branch office is sufficient to execute its
business plan in Bangladesh;
(ii) Submitting reports to the Client.
(iii) Other duties incidental to the above (i)-(ii)
As for the details of the above Services, the Service Provider shall comply with the Client’s separate
instruction.
2.2 Should the Client wish to be provided other services not expressly stipulated in article 2.1, then the
Client shall negotiate with the Service Provider and make an amendment to this Agreement by mutual
agreement.
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3. Service fees, etc.
3.1 In consideration of the Services provided by the Service Provider, the Client shall pay to the Service
Provider the service fees in amount of USD 80- (Eighty American Dollars) (tax included) for the services
set forth in the provision of article 2.1. Unless otherwise previously and separately agreed by the parties,
the transportation cost to the project site shall be included in such service fees.
3.2 The client shall pay the service fee for the current month to the bank account designated by the
provider on the 15th of the following month.
4. Service Provider’s General Obligation
The Service Provider shall be required to:
(i) perform all duties herein to the best of his/her ability at all times;
(ii) use his/her best endeavours to promote and protect the interests of the Client; and
(iii) follow all reasonable and lawful directions given by the Client, including complying with policies
and procedures as originally designated and amended by the Client from time to time.
5. Confidentiality of Information
The Service Provider (for the purpose of this article hereinafter called “the Recipient”) shall keep all the
information that is disclosed by the Client (for the purpose of this article, hereinafter referred to as the
“Discloser”) to the Recipient in connection with this Agreement (including, but not limited to, client lists,
trade secrets, client details and pricing structures)(the “Confidential Information”) confidential and shall
use his/her reasonable efforts to protect the Confidential Information against any use or disclosure except
as expressly authorized by this Agreement or expressly permitted by the Discloser.
Exceptions
The term “Confidential Information” shall not include any information which:
(i) the Recipient can demonstrate was in its possession at the time of receipt from the Discloser;
(ii) at the time of disclosure to the Recipient is, or thereafter becomes, part of the public domain;
(ii) is disclosed to the Recipient by a third party which the Disclosure does not breach a confidentiality
obligation owed to the Discloser by the third party; or
(iv) is independently developed by the Recipient or by any of its subsidiary, associated or related
companies entirely without reference to the Confidential Information.
6. Service Provider’s Representations and Warranties and Covenants
6.1 The Service Provider represents and warrants, and ensures itself and its officer(s) and/or
employee(s), as of the execution date of this Agreement that:
(i) the Service Provider has obtained and maintains the necessary authority and qualification, including,
but not limited to, the sole proprietorship’s registration (if any), under Bangladesh law, to perform its duties
for and on behalf of the Client in accordance with the provisions of this Agreement;
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(ii) the Service Provider and its officer(s) and/or employee(s) has never been charged for penal offense
and/or subject to administrative or professional sanctions in respect of compliance matters during the five
(5) years preceding the execution of this Agreement; and
(iii) t he Service Provider has fully complied with and is fu lly in compliance with all applicable local,
national, foreign and international laws, rules, and regulations of all relevant jurisdictions and with all
orders, decrees, policies and directives issued by applicable government authorities (collectively, the
“Applicable Laws), both directly and indirectly, in connection with the performance of its duties under this
Agreement.
6.2 The Service Provider covenants, throughout the effective period of this Agreement to:
(i) disclose, upon the Client’s request, all the information and materials (including the accounts and
certificates thereof) pertaining to the performance of the Services under this Agreement;
(ii) explain in writing (in English language), in the event that the performance of the Services is or will
highly likely be frustrated (the “Difficulties”), the reason for and possible solution of the Difficulties and
discuss in good faith with the Client;
(iii) agree not to make any unauthorized payments, etc. to the government officials that could violate
any Bangladesh or foreign anti-bribery laws (including but not limited to, as applicable, the United States
Foreign Corrupt Practices Act 1977, the Unfair Competition Prevention Act of Japan, and the United
Kingdom Bribery Act 2010, as amended);
(iv) ensure, when engaging third party subcontractors performing and/or assisting part of its duties, that
all such third party subcontractors will fully comply with the obligations imposed on the Service Provider
under this Agreement and take measures, as necessary, to monitor their compliance with the Applicable
Laws;
(v) fu lly c omply with the Applicable Laws, both directly and indirectly, in connecti on with the
performance of its duties under this A gr eement. In this respect, the Service Provider covenants, throughout
the e ffective period of the Agreement , not to violate any applicable regulation s regarding the representative
office and/or the sole proprietorship’s registration in Bangladesh ;
(vi) fully comply with the Applicable Laws and the Service Provider’s all contractual obligations, both
directly and indirectly, in connection with the performance of its duties under any other employment or
service agreements to which the Service Provider itself and its officer(s) and/or employee(s) is one party ;
and
(vii) agree to fully comply with the confidential obligation under any other employment or service
agreements to which the Service Provider itself and its officer(s) and/or employee(s) is one party , and not
to disclose any confidential information known to or can be known to the Service Provider , in violation of
such agreements .
7. Term
7.1 The term of this shall commence from March 17th 2022, and expire upon the service completion
set forth in the provision of article 2.1 as determined by the Client.
7.2 The Client may immediately terminate this Agreement upon written notice to the Service Provider
in the event that:
(i) it is revealed that the representations and warranties of the Service Provider set forth in the
provision of article 6.1 are untrue or incorrect; or
(ii) the Service Provider is in breach of the provisions of this Agreement.
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In case of the above termination, the Service Provider shall indemnify and hold the Client harmless
against any losses, damages, liabilities, assessments, costs, charges, or claims arising out of or in connection
with the said breach (including, without limitation, reasonable attorneys’ fees).
7.3 Notwithstanding the conditions of the article 7.2, the Client may immediately terminate this
Agreement upon written notice to the Service Provider with no reason. In case of this termination, the
Client shall pay the Service Provider the service fees for the month when the notice of termination is given.
8. Dispute Resolution
All disputes, controversies or differences which may arise between the parties hereto, out of or in relation
to or in connection with this Agreement shall be finally settled by arbitration in Tokyo, Japan, in accordance
with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The arbitration
shall be conducted by one arbitrator appointed in accordance with the said Rules in the English language.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Japan.
10. General Provisions
10.1 This Agreement sets forth the entire agreement of the parties concerning the matters addressed
herein, and there are no conditions, agreements, representations, warranties or understandings, express or
implied, except as set forth herein.
10.2 No amendment of this Agreement shall be valid unless effected by a written instrument signed by
both parties.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above
written.
Client:
P.S. Mitsubishi Construction Co., Ltd.
By:
Name: Takashi Masaya
Title: Executive Officer
Overseas Business Div.
Service Provider:
By:
Name: Md. Ali Farhan