JOINT VENTURE AGREEMENT FOR MANAGEMENT & PROFIT SHARING

This Agreement has been made on this the 5 day of June 2024 of the Gregorian era.

BETWEEN

BDCOM Online Ltd, a public limited company incorporated under the Bangladesh Companies Act 1994,
having its Head Office at JL Bhaban (5th floor) House # 1, Road # 1, Gulshan Avenue Gulshan-1 Dhaka-
1212, Bangladesh (hereinafter referred to as “BDCOM”, which expression shall, unless repugnant to the
context or meaning thereof, be deemed to mean and include its successors-in-interest, administrators,
legal representatives and assigns) of the First PART;

........THE FIRST PARTY

TigerIT Bangladesh Ltd. a private company incorporated under the Bangladesh Companies Act 1994,
having its Head Office at House 21, Road 28, Block-K, Banani Model Town, Dhaka- 1213 Bangladesh,
(hereinafter referred to as “TigerIT Bangladesh Ltd”, which expression shall, unless repugnant to the
context or meaning thereof, be deemed to mean and include its successors-in-interest, administrators,
legal representatives and assigns) of the Second PART;

........THE SECOND PARTY

WHEREIN all parties are individually referred to as “Party” and jointly referred to as “Parties or BDCOM-
TigerIT”, for the purpose of this Agreement.
WHEREAS “Consultancy Services for Development and Maintenance of Laws of Bangladesh Website”;
under the “Ministry of Law, Justice and Parliamentary Affairs” has issued a Request for Expressions of
Interest (EOI).

AND WHEREAS BDCOM is specialized on Software Development, IOT, ROBOTICS, System Integration,
Hosting, Networking Services, IT enabled Services and Project management and Implementation, etc.

AND WHEREAS BDCOM TigerIT is equally specialized in biometrics and identity management solutions,
software development, project management and implementation, system integration of large-scale
government and non-government IT projects., like: ERP, Core Banking Solutions, Capital Market
Solutions, Blockchain, mobile apps etc.

AND WHEREAS the Parties, having considered that their competencies and capabilities are
complementary, have expressed their willingness to join hands together to respond to the Request for
Expressions of Interest (EOI) & Request for Proposal (RFP) mentioned above;

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED

HEREIN, THE PARTIES AGREE AS FOLLOWS:

Scope of Works

i. User Perspective:

a) Users need to visit Laws of Bangladesh website several times to find out the law
volume and sections.

b) Separate platforms should be prepared for admin users and general users, and a log
file should be created for each user.
 d) Each Act shall be displayed in English or Bengali (authentic text) in PDF form, and a
download option shall be created for the user.

e) Alignment of sections, subsections, clauses, and sub-clauses should be maintained

during any law entry for master user

f) A periodic database backup option should be maintained.

g) Users should be able to convert the laws into major formats such as PDF, Word, and
Excel.

ii. Service Providers' Perspective:

a) Slow-to-load website — takes time to get into, and surf around specific laws.

b) Users have trouble with the orientation during navigation, which makes them lose
time and annoy.

c) The user interface of the website is obsolete which means it could repel users from
using the website effectually.

d) Lack or inadequacy of certain laws and documents may result in information gaps.

e) The website is not usable by all users, especially disabled.

f) The search might not be user-friendly or comprehensive, which makes locating

applicable laws difficult for users.

g) Many laws are not published both in English and Bengali which limits access to non-
native speakers.

h) User Support — Not being able to use the website effectively.

 i) Too many downtimes, or technical problems can interfere with accessibility of the site
which causes a hassle to visitors.

j) The website does not offer real-time legal changes, revision and update notifications
so information on the above are out of date.

iii. Service Performance Monitoring Authorities:

a) Faster Performance: The website will load quickly, allowing users to access and search
for specific laws without delays.

b) Enhanced Navigation: With a more intuitive navigation system, users will find it easier
to locate information, reducing frustration and inefficiency.

c) Modern Design: After updating the user interface will provide a more visually
appealing and user-friendly experience, encouraging users to engage more effectively
with the website.

d) Comprehensive Information: All laws and documents will be up-to-date and complete,
ensuring that users have access to the most current and accurate information.

e) Improved Accessibility: The website will be fully accessible to users with disabilities,
providing an inclusive experience for all.

f) Advanced Search Functionality: A robust and intuitive search feature will enable users
to quickly find relevant laws, improving the overall efficiency of their search.

g) Bilingual Support: With all laws available in both English and Bengali, the website will
cater to a broader audience, breaking down language barriers.

h) Enhanced User Support: Improved user support and guidance will help users navigate
the website and utilize its features effectively.
 i) Increased Uptime: The website will experience fewer downtimes and technical issues,
ensuring consistent access for users.

j) Real-Time Updates: Users will receive real-time updates on changes or amendments to

laws, ensuring they have the latest information at their fingertips.

2. BID COMPOSITION

A. BDCOM shall be the Prime Bidder and is authorized to incur liabilities,

and receive instructions from the Project Authority for and on behalf
of any and members of the joint venture. The execution of the entire
Contract, including receipt of payments from the Project Authority,
disbursements to the project, and distribution of revenues shall be
handled exclusively by BDCOM.

B. All decisions relating to the project will be taken collectively by the JV

companies.

C. Parties will provide all the support services required for the project
and will participate in the project meeting, supervise the technicalities
of the training and guide ……, as and when required.

D. Members of this Joint Venture will be jointly liable for pre-determined

real and well-defined inputs to the assignment.

3. MANAGEMENT AND OPERATION OF THE PROJECT

A. The management and operation of the project will be conducted by

S. M. Firoz Ahmed, PMP, Head of Project Sales and Management
from BDCOM Online Ltd
 B. All financial commitments for the project must be made &
documented jointly by the parties. If any of the parties makes any
financial commitment without the approval of the other parties, the
other parties shall not be responsible for such commitment.

C. All revenues collected from the purchaser shall be distributed as per

the agreed ratio within 7 (Seven) working days after receiving the
payment from the purchaser.

4. JOINT COOPERATION

Parties shall work in cooperation with one another for all businesses conducted under
this JV Agreement, to achieve the goals and objectives of these project.

5. CONFIDENTIALITY

The Parties will enter into a mutual non-disclosure agreement contemporaneously with
the signing of this Agreement, which shall be in force during the term of this Agreement,
and, thereafter, in accordance with the terms of the non-disclosure agreement.

6. BUDGET AND PROFIT SHARING

The Parties and the leadership of the project will work together so that the project earns a profit after
meeting all the expenditures, according to the agreed budget. The Profit and Loss percentile of both
parties will be specified upon discussion.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Unless stipulated to the contrary, all intellectual property rights

including, but not limited to, software, copyright, trademarks, trade
names, registered design, service marks, patent rights, trade secrets
 and knowhow, or other industrial or intellectual property rights
relating to any product owned by a Party, its agents, vendors,
suppliers and/or subcontractors, and the software used to implement
such products, shall at all times remain the sole property of such
Party, its agents, vendors, suppliers and/or subcontractors. However,
the owner of such intellectual property hereby consents and grants
right to use the intellectual property for the implementation of the
project.

7.2 (a) Each Party (“Indemnifying Party”) shall indemnify, hold harmless,
and defend the other Parties (“Innocent Parties”) against any loss,
liability, fines, or costs that may result from any third-party claims
arising from infringement of intellectual property rights of third party
in connection with the use or possession of the services, equipment
and software provided by the Indemnifying Party.

(b) The Innocent Parties shall provide the Indemnifying Party with (i)
prompt written notice of any claim, (ii) the right to control and direct
the investigation, preparation, defense, and settlement of the action,
and (iii) reasonable assistance and information.

8 TERM AND TERMINATION

8.1. This Agreement is made and entered into on the Effective Date and shall continue in full
force and effect until terminated on occurrence of any of the following events, whichever shall
occur first: -

8.1.1. If a Party is placed under a provisional or final order of liquidation, judicial

management or curatorship, or a special resolution is passed for the winding-up
of the Defaulting Party;
 8.1.2. If a Party commits a material breach of this Agreement which is not remedied
within 30 (thirty) days after written notice by the Aggrieved Party requiring the
Defaulting Party to remedy such breach;

8.1.3. If the Contract is not awarded to the Joint Venture;

8.1.4. If the Parties mutually agree to dissolve the JV.

8.2. Upon termination of this Agreement for whatever reason, each Party (“Returning Party”)
shall return forthwith to the other Party (“Owner”) any and all information and property (and all
copies thereof) of the Owner which is in the Returning Party’s possession or under its control,
including, without limitation, any confidential information.

9. GOVERNING LAW - DISPUTE RESOLUTION

9.1. The existence, validity, construction, interpretation, performance and termination of this
Agreement shall be governed in accordance with the laws of Bangladesh.

9.2. Any dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination, that cannot be settled amicably within 30
(thirty) days, shall be referred to and finally resolved by Arbitration under the provisions of
Arbitration Act, 2001 of Bangladesh. The seat of the Arbitration shall be Dhaka, Bangladesh.
The language to be used in the arbitral proceedings shall be English.

10. FORCE MAJEURE

10.1. Each Party shall be excused from performance in terms of this Agreement for any period
and to the extent that it is prevented from performing any obligations pursuant to this
Agreement, in whole or in part, as a result of a Force Majeure event. If any Party is
prevented from, or delayed in performing any of its obligations in terms of this Agreement
 by a Force Majeure event, it shall promptly notify the other Parties by telephone (to be
confirmed in writing within five days of the inception of the delay) of the occurrence of a
Force Majeure event and describe, in reasonable detail, the circumstances constituting the
Force Majeure event and of the obligations, the performance of which are thereby delayed
or prevented. Such Party shall also use commercially reasonable efforts to recommence
performance whenever and to whatever extent possible without delay.

10.2. No Party shall be liable for any default or delay in the performance of its obligations in
terms of this Agreement if and to the extent that: –

10.2.1. Such default or delay is caused, directly or indirectly, by fire, flood,

earthquake, pandemic, elements of nature or acts of God, riots, civil
disorders, rebellions or revolutions in any country or any other cause
beyond the reasonable control of such Party;

10.2.2. the non-performing Party is without fault in causing such default or

delay;

10.2.3 such default or delay could not have been prevented by reasonable
precautions.

11. INDEMNITY

Each Party shall indemnify the other Parties from and against any and all losses, claims, damages,
costs (including legal costs), charges, expenses, liabilities, demands, proceedings and actions
which the other parties may sustain or incur, or which may be brought or established against it by
any person, and which in any case may arise out of or in relation to or by reason of:

(a) any breach by parties of its obligations under this Agreement; or

(b) any unauthorized action or omission of the parties or their employees.

12. SEVERABILITY

If any part of this Agreement is determined to be invalid or unenforceable, the invalidity or

unenforceability shall not affect or impair the rest of the Agreement, which shall be construed in all
respects as if such invalid or unenforceable provisions were omitted, provided that the original intent of
the Agreement is not thereby materially altered.

13. NOTICES

The Parties hereby select the addresses and representatives respectively set out opposite each name
below, and the address at which all notices, legal processes and other communications must be
delivered for the purposes of this Agreement.

1. BDCOM Online Ltd.

JL Bhaban, House 1, Road 1,
Gulshan 1, Dhaka-1212

2. TigerIT Bangladesh Ltd.

House 21, Road 28, Block-K,
Banani Model Town, Dhaka- 1213

Any formal notice to be given or to be made for any purpose under this Agreement can be first sent by
email to the precedent email addresses and should a Party desire that the matter be accepted as
irrefutable proof of sending, it will send a registered post or courier to the above address and to the
attention of the signatories.

- In case the Party sends a registered post to the representatives above address, it shall be
deemed to have been received 10 (ten) days after it has been posted.

- Any of the Parties shall be entitled to change its respective address by giving 14 (fourteen)
days' written notice to the others.
IN WITNESS WHEREOF the Parties have caused this Agreement to be signed by their duly authorized
representatives on the day abovementioned.

BDCOM Online Ltd TigerIT Bangladesh Ltd.

By: __________________________ By: __________________________

Name: A. K. M. Kutub Uddin Name: Rifat Abedin
Title: Executive Director & Company Title: Executive Director
Secretary
BDCOM Online Ltd.
Address: _ JL Bhaban (5th floor) Address:
House # 1, Road # 1, House 21, Road 28, Block K
Gulshan-1 Gulshan Avenue, Banani Model Town
Dhaka-1212, Bangladesh Dhaka 1213, Bangladesh

Witness 1: Witness 1:

Anowar Hasan Sabir

Chief Information Officer (CIO)

Witness 2: Witness 2:

S M Firoz Ahmed PMP

Head of Project Sales & Management