DEED OF PARTNERSHIP

THIS DEED of Partnership is made on this ___ day of ____ 2020 by and:

BETWEEN
Md. Ashiq Uz Zaman, (NID no. 2693016132965 and Date of Birth 7th June, 1985), son of:
Late Abul Kalam Azad and Mst. Sajeeda Begum, Present address: House no: 30, (6 th
Floor East Side), Block: J, Extension Pallabi, Mirpur, Dhaka 1216. Permanent address: Vill:
Sangacha, PO: Bhatpiari, Ps: Sirajgonj Sadar, DIS: Sirajgonj. Hereinafter referred to as the
‘’First Party’’ 5, Road # 4, Sector -1, Uttara, Dhaka; hereinafter referred to as the “1st
Party” (which expression shall where the context so requires mean and include the said
party and his successors-in-interest, legal representatives and permitted assigns) as the
FIRST PART;
AND

Khandaker Zunayed Tamim, (NID no. 2810204046) and Date of Birth 4th October, 1985,
son of Major (Retd) Khandaker Nurul Afser and Shoma Nasreen, Present and Permanent
address House no. 392, Road no. 29 ; hereinafter referred to as the “2nd Party” (which
expression shall where the context so requires mean and include the said party and his
successors-in-interest, legal representatives and permitted assigns) as the SECOND
PART.

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AND
Md. Farhan , (NID no. 2699501943344) and Date of Birth 17th June, 1988), son of Late
Luthful Huda and Farha Sultana. Present and permanent address House No 41, Flat No.
B-5, Road No: 11, Sector: 6, Post Office- Uttara- 1230, Uttara, Dhka City Corporation,
Dhaka; hereinafter referred to as the “3rd Party” (which expression shall where the context
so requires mean and include the said party and his successors-in-interest, legal
representatives and permitted assigns) as the THIRD PART.

AND
Sofiqul Islam Rony (NID no. 3281429351 and Date of Birth 15th October, 1991), son of:
Akram Madbor and Seema Akter, Present address: 1/1 J Shireen Vila, Mirbagh,
Moghbazr, Ramna, Dhaka-1217 and permanent address: Vill: Pacchor, PO: Pacchor- 7930,
Shibchor, Madaripur ; hereinafter referred to as the “Fourth Party” (which expression
shall where the context so requires mean and include the said party and his successors-in-
interest, legal representatives and permitted assigns) as the FOURTH PART.

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WHEREAS the 1st Party is the trade license holder of this joint venture partnership
agreement and a reputed businessman having diversified range of business which
includes import, distribute, sale, maintenance and repairing of lift, generator and other
electronic items. The 1st party would be responsible for managing the day to day running
of the business.

AND WHEREAS, the 2nd Party is an eminent businessman having varied array of
business.

AND WHEREAS, the 3rd Party is an eminent businessman having varied array of
business.

AND WHEREAS, the 4th Party is a businessman having wide-ranging of business.

All the parties s contained herein shall be collectively referred to as the “the Parties” and
individually as “Party.”

AND WHEREAS, the Parties are together desirous of setting up a joint venture business
entity for importing, distributing Air Conditioners and Lift and the entity shall be termed
in the name and style of “Shemonty N Samaira Engineering and Construction”
(hereinafter referred to as the “Business”) as from the day of ----- 2020 under and by
virtue of the Deed of Joint Venture Partnership dated -----2020.

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NOW, THEREFORE THIS DEED WITNESSETH as under:

1. FORMATION
That the Joint Venture partnership shall be continued to conduct under the name and
style of “Shemonty N Samaira Engineering and Construction” (hereinafter referred
to as the “Business”) to carry out the businesses of importing, distributing and selling
of Lifts and Air Conditioners and shall maintain an office located in Dhaka. The
parties by mutual consent may carry on Business at such other place or places, and of
such other nature or natures, as they may deem fit and proper from time to time.

2. PURPOSE
The partners listed above hereby agree that they shall be considered partners in Business
for the following purpose of import, distribute, sale, maintenance and repairing of lift and
air conditioner and other electronic items as the partners deem fit and proper.

3.MANAGEMENT
A bank account at [Name of Bank} shall be opened by 1 st Party on behalf of the Joint
Venture, and the financial contributions of the Parties shall be deposited by the due date
set forth above. The partners shall provide their services and best efforts on behalf of the
partnership. Any salary to be paid for rendering services may be decided by the partners
from time to time unanimously. Should there be differences between the partners
concerning ordinary Business matters, a decision shall be made by 2/3rd majority vote
reduced in writing. It is understood that the all parties would be responsible for
conducting the day-to-day affairs of the Business; however, no partner shall be able to

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bind the partnership by his act or contract to any liability exceeding his proportionate
share in the capital as stated below without the prior written consent of each partner.

4. PERCENTAGE OF OWNERSHIP
4.1 The capital contribution has been made in accordance with this Joint Venture
Agreement. The current shareholding in the Business is as follows:

I. Md. Ashiq Uz Zaman, (1st Party) -25%

II. Khandaker Zunayed Tamin, (2nd Party) – 25%
III. Md. Farhan (3rd Party) – 25%
IV. Sofiqul Islam Rony, (4th Party) – 25%

Name of Partners Share %

i. Md. Ashiq Uz Zaman 25%

ii. Khandaker Zunayed 25%

Tamim

iii. Md. Farhan 25%

iv. Sofiqul Islam Rony 25%

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 IV.2 Any further investment shall be made in equal portion by the partners or
in any proportion as agreed by the partners in writing.

5. POLICY COMMITTEE

5.1 Administration

The management of the committee shall be conducted pursuant to policy

established by the Parties acting through a ‘’Policy Committee’’ which is hereby
established. The following individuals in the following positions will comprise
the Joint Venture will be structured such that,
• ASHIK UZ ZAMAN, [POSITION]
• KHANDAKER ZUNAYED TAMIM, [POSITION]
• MD. FARHAN, [POSITION]

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• SOFIQUL ISLAM RONG, [POSITION]

5.2 Vote
Except as provided in the sections 5 and __ each parties shall have a voice in
the Policy Committee equal to its Percentage of interest. For such purposes,
each Party is assigned the following number of votes and hereby designates
the following representatives to exercise such votes [PARTY VOTES
REPRENSTTIVE]

5.3 Substitute

Each Party may, at any time, substitute an alternative in place of any of its
above-named representatives by serving written notice to all the other Parties.
Each Party's representative or alternative representative on the Policy
Committee is hereby granted and shall hereafter possess authority to act for
such Party on all matters of interest to it with respect to its participation in the
joint venture.

5.4 Duties
The Policy Committee shall generally perform its duties at a meeting at which
all designated representatives of the Parties are present but where
circumstances warrant, telephone communication been all party
representatives or the alternatives is authorized.

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 5.5 Majority Vote
The Policy Committee shall determine the policy for the management of the
joint venturer by majority vote and, as used in this Agreement, a "majority
vote" is defined to be any figure greater than two third of the authorized
votes.

5.5 Insurance Coverage

Notwithstanding any other provisions to the contrary herein, insurance coverages
and limits shall be subject to approval of all the parties.

6 DELEGATION OF AUTHORITY

6.1 Split of authority

The Ventures agree to a split of authority between themselves as follows

NAME shall be the Administrative Managing Partner responsible for a

bookkeeping and payroll of the Joint Venture

NAME shall be the Project Managing Partner in charge of the Project Work

6.2 Appointment of a General Manager

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 The Project Managing Partner shall appoint the General Manager through whom
shall direct charge and succession of all masters necessary and connected with the
performance of the Contract the exception of that performed by the
Administrative Managing Partner.

6.3 Delegation of authority

Authority to act for and bind the Venturers in connection with any and all of the
performance of the Project may be delegated in writing by unanimous vote of the
parties to any designated individual(s).

7 NON-EXCLUSIVITY
No exclusivity is formed by virtue of this Joint Venture Agreement and neither Party
shall be obligated to make offers to the other related to any business.

8 TERM
The term of this Agreement shall commence as of the date first set forth above shall
remain in effect for an initial period of [NUMBER} years (the “Initial Term’’). At the
end of the Initial Term, this Agreement will automatically renew in one year
increments (each, a ‘’Renewal Term), unless and until this Agreement is terminated in
accordance with Section 8 hereinafter.

9 TERMINATION
Either party shall have the right to terminate this Agreement, effective as of the end of

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 the Initial Term or any Renewal Term, by providing the other with written notice of
termination as least (30) days prior to the end of such Initial Term or Renewal Term.
Neither Party shall have the right to terminate this Agreement t any other time, unless
such termination is mutually agreed to by the Parties hereto. The Joint Venture shall
terminate upon termination of this Agreement.

10 CONFIDENTIAL INFORMATION
The Non-Disclosure Agreement entered into by the Parties as of [DATE] (the ‘’NDA’’)
is applicable to the Joint Venture and shall apply in full force and effect to any all
confidential Information (as defined in the NDA) exchanged or otherwise accessed by
a Party under this Agreement

11 FURTHER ACTIONS
The Parties shall execute any documents and take all appropriate actions as may be
necessary to give effect to the joint Venture.

12 ASSIGNMENT
Neither Party shall assign or transfer any of its rights or obligations hereunder
without the prior written consent of the other Party, except to a successor in
ownership of all or substantially all of the assets of the assigning Party if the successor
in ownership expressly assumes in writing the terms and conditions of this

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 Agreement. Any such attempted assignment without written consent will be void.
This Agreement shall inure to the benefit of and shall be binding upon the valid
successors and assigns of the Parties.

13 DISTRIBUTION OF PROFITS
The partnership shall maintain a capital account record for each partner; should any
partner’s capital account fall below the agreed to amount, then that partner shall (1) have
his share of partnership profits then due and payable applied instead to his capital
account; and (2) pay any deficiency to the partnership if his share of partnership profits is
not yet due and payable or, if it is, his share is insufficient to cancel the deficiency. The
general costs and other misc. expenses involved shall be borne by both the parties equally
from the capital contribution as well as contribution from time to time as necessary for the
running of Business.

14 FURTHER ACTIONS

13.1 Further capital, loans or deposits looking to the requirements of the Business
shall be arranged, invested or contributed by the partners on mutual agreement
reduced in writing. A supplementary deed properly stamped must be executed in
this regard, which shall not be inconsistent but shall form part of this deed.

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 14.5 That the Business has been and shall be a partnership at will. The parties
hereto shall be true and faithful to each other and shall not do or cause to be
done anything which may be detrimental to the interest of the Business
14.6 That the partners to this deed are partners in their individual capacity. The
parties do not represent any other person.

15 JOINT VENTURE BANK ACCOUNT

That the parties shall keep or cause to be kept proper books of account and
documents and shall make entries therein of all receipts, payments and other
matters as is usually done and entered in the books of account kept by persons
engaged in business similar to that of the Business. Each partner shall have a right
to have access to and to inspect and take copy of the same. The net profit or loss
after deducting all expenses, interest, remuneration, outgoings shall be divided
between the parties in proportion to the sharing ratio referred to hereinabove. The
books of account shall be closed on 30th day of June of each year. The said books
of accounts shall be audited by a qualified Auditor at the end of the financial year,
if required.

16 OPERATION OF BANK ACCOUNT

That a bank account shall be opened with any scheduled bank in the name of the
partnership firm and the said account will be operated by joint signatures of the
partners. The bank account or accounts shall be maintained in the name of the
business and shall be operated in such manner as may be decided by the partners
from time to time.

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17 PROPRIETARY RIGHTS
The property of the firm shall include all property and rights and interest in
property originally brought into the stock of the firm, or acquired, by purchase or
otherwise, by or for the firm, or for the purposes and in the course of the business
of the firm, and includes also the goodwill of the business.

18 INDEMNITY
That all mortgages, guarantees, bonds, bills, notes, bills of exchange or other
securities given on behalf of the joint venture partnership shall be signed,
endorsed, accepted or executed jointly by all the parties and any bond, bill, note,
bill of exchange, etc. to which any partner may be a party contrary to this
provision shall be deemed to have been on the personal account of such partner
and he shall pay and discharge the same out of his own moneys and indemnify
other partners and the Business against payment thereof and against all actions,
proceedings, costs, charges, expenses, claims and demands in respect thereof.

19 ALLOCATION OF NET PROFIT AND NET LOSS

Subject to the provision of this Article, the Net Profits and looses of the Venture
(including any nrt ‘book’ gains of the Venture resulting from a Capital Event) shall
be allocated to the Venturers in the following priority

A. Net-profit

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 1) First, to those Venturers with negative Capital Accounts, between them in
proportion to the ration of their negative Capital Account balances, until no
Venturer has a negative Capital Account.
2) Therefore, to the Venturers, pro-rota based on their respective Venture
interests as set forth in section (20) hereof.

B. Net-losses
(1) Subject to the provisions of this Article, Net losses of the Venture (including
any net ‘book’ loss of the venture resulting from the Capital Event) shall be
allocated to the Venturers, pro-rota based upon their respective Venture interests
as set forth herein.

20 DISTRIBUTION OF LOSS
20.1 That it is of essence to clarify that if an extraordinary risk is taken by any
party at any stage of the business and accordingly the firm suffers loss due to such
extra ordinary risk – in such circumstances, the parties shall decide the
distribution of the loss due that particular extra ordinary risk. However, the
responsible party cannot be held liable to bear more than 50% of the total loss on
that matter.

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20.2 That in the event a partner withdraws or retires from the partnership for any
reason, the remaining partners may continue to operate the partnership using
the same name. A withdrawing partner shall be obligated to give 4 (four)
months' prior written notice of his intention to withdraw or retire and shall be
obligated to sell his interest in the partnership. No partner shall transfer
interest in the partnership to any other party without the written consent of
the remaining partner(s). The remaining partner(s) shall pay the withdrawing
or retiring partner, the value of his interest in the partnership, or (a) the sum
of his capital account, (b) any unpaid loans due him, (c) his proportionate
share of accrued net profits remaining undistributed in his capital account,
and (d) his interest in any prior agreed appreciation in the value of the
partnership property over its book value. No value for good will shall be
included in determining the value of the partner’s interest.

20.3 That any partner who retires or withdraws from the partnership shall not
directly or indirectly engage in a business which is or which would be
competitive with the existing or then anticipated business of the partnership
for a period of 1 (one) month, within the territory of Bangladesh where the
partnership is currently doing or planning to do business. If one party chooses
to do so, then, he must obtain consent from the other partner.

20.4 Each partner hereby indemnifies the firm from any loss caused by his fraud
and/or willful negligence in the conduct of the business of the firm. The firm
shall indemnify each partner in respect to payments made and liabilities
incurred by him in the ordinary and proper conduct of the Business and in
doing such act, in an emergency, for the purpose of protecting the firm from

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 loss, as would be done by a person of ordinary prudence, in his own case,
under similar circumstances.

21 DISSOLUTION OF BUSINESS

21.1 That notwithstanding anything contained in the Partnership Act 1932, it is

hereby mutually agreed to by and between the parties that in case of death of any
one or more partners, the Business shall not be dissolved but shall continue to be
carried on by and between the surviving partners and legal heirs and/or
representatives of the deceased partner, as a continuing concern, on the same
terms and conditions as incorporated in this Deed or on such terms and conditions
as may be agreed to by and between them from time to time. It is hereby further
clarified that it shall be deemed as change in constitution and not succession.

21.2 That notwithstanding anything contained in the Partnership Act 1932, the
Joint Venture may be dissolved if agreed by all the partners in writing.

21.3 That notwithstanding the dissolution of a Joint Venture Aagreement, the

partners continue to be liable as such to third parties for any act done by any
of them which would have been an act of the firm if done before the
dissolution, until public notice is given of the dissolution. Provided that the
estate of a partner who dies, or who is adjudicated an insolvent, or of a
partner who, not having been known to the person dealing with the firm to be
a partner, retires from the firm, is not liable for acts done after the date on
which he ceases to be a partner.

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 21.4 That on the dissolution of a firm every partner or his representative is entitled,
as against the other partner(s) or his representative(s), to have the property of
the firm applied in payment of the debts and liabilities of the firm, and to have
the surplus distributed among the partners or their representatives in
accordance with their rights.

21.5 That in settling the accounts of a firm after dissolution, the losses, including
deficiencies in capital, shall be paid first out of profit, next out of capital and
finally if necessary, by the partners individually in the proportions in which
they were entitled to share profits. The assets of the firm, including any sums
contributed by the partners to make up deficiencies of capital, shall be first
applied in paying the debts of the firm to third parties, then in paying to each
partner ratably what is due to him from the firm for advances as distinguished
from capital, then in paying to each partner ratably which is due to him on
account of capital and thereafter the residue, if any, shall be divided among
the partners in the proportions in which they were entitled to share profits.

21.6 That in settling the accounts of the firm after dissolution, the goodwill shall be
included in the assets, and it may be sold either separately or along with other
property of the firm.

22 COUNTERPARTS
That with respect to any matter connected with the affairs of the Business, which is
not specifically provided for herein, the partners may make such agreements
therefore and may set in such manner with regard thereto as may be agreed upon

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 by and between them reduced in writing in proper judicial stamp.

23 SEVERABILITY
The Parties recognize the uncertainty of the law with respect to certain provisions
of this Agreement and expressly stipulate that this Agreement will be construed in
a manner that renders its provisions valid and enforceable to the maximum extent
possible under applicable law. To the extent that any provisions of this Agreement
are determined by a court of competent jurisdiction to be invalid or unenforceable
and the validity and enforceability of the remainder of such provisions and of this
Agreement will be unaffected.

24 NOTICES
Al notices, requests, demands and other communications under this Agreement
must be in writing and will be deemed duly given, unless otherwise expressly
indicated to the contrary in this Agreement; (i) when personally delivered; (ii)
upon receipt of a telephone facsimile transmission with a confirmed telephonic
transmission answer back; (iii) three (3) days after having been deposited in the
mail, certified or registered, return receipt requested, postage prepaid; or (iv) one
(1) business day after having been dispatched by nationally recognized overnight
courier service, addressed to a Party or their permitted assigns at the address for
such Party first written above.

25 ADMISSION

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 That if the partners deem proper and, in their interests,, they may admit any other
person or persons as partner(s) on the terms and conditions as may be mutually
agreed amongst themselves.

26 LIBIABILITY
That all the partners shall be liable to any civil and criminal action for the Business
of the partnership Business or for the acts of the other partners or its employees or
its representatives for and on behalf of or on account of the partnership Business or
for the purposes of the partnership Business. The said partners shall be liable for
any liability, civil or criminal, against the partnership Business or other partner(s).

27 GOVERNING LAW

This Partnership Agreement shall be governed by the laws of Bangladesh. Any

disputes arising between the partners as a result of this Agreement shall be settled
amicably.

28 DISPUTE RESOLUTION
That if disputes are still persisting, then all disputes and questions in connection
with the partnership or this deed arising between the partners or between any one
of them or their legal representatives and whether during or after the partnership,
shall be referred to the arbitrator in accordance with the provisions of the
Arbitration Act 2001 of Bangladesh then in force.

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 29 HEADINGS
Paragraph headings used in this Agreement are for reference only and shall not be
used or relied upon in the interpretation of this Agreement.

30 ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding between the
Parties, superseding all prior contemporaneous communications, representations,
agreements, and understandings, oral or written, between the Parties with respect
to the subject matter hereof.  This Agreement may not be modified in any manner
except by written amendment executed by each Party hereto.

In Witness Whereof, the Parties have caused this Joint Venture Agreement to be duly
executed and delivered as of the date first written above.

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IN WITNESS WHEREOF THE PARTIES TO THIS DEED HAVE SET THEIR HANDS
ON THE DAY AND YEAR FIRST ABOVE WRITTEN AND IN THE PRESENCE OF:

[PARTY 1]

_________________________________ ______________

MD. ASHIQ UZ ZAMAN ]                         DATE

[PARTY 2]

_________________________________ ______________

KHANDAKER ZUNAYED TAMIM                                     DATE

[PARTY 3]

_________________________________ ______________

MD. FARHAN                                     DATE

[PARTY 4]

_________________________________ ______________

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SOFIQUL ISLAM RONY                                     DATE

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