NON-EXCLUSIVE MARKETING AGENT AGREEMENT

THIS AGREEMENT ("Agreement") is made as of this 28TH day of October, 2024, by and between
Mr. Yaqub Nabi, S/O. …………………………………………… ("Importer"), and Mr. Md. Atikuzzaman
Dewan S/O Md. Amjad Hossen Dewan ("Marketing Agent") each of which may be referred to as
a Party and together as the Parties.

SECTION 1: DEFINITIONS
1.1 "Product(s)" refers to the goods or other materials of the Importer, as detailed in Exhibit B,
which the Marketing Agent is authorized to Market, Distribute & Sell under this Agreement.
1.2 "Marketing Agent Territory" refers to the geographic area or market segment, as specified
in Exhibit C, where the Marketing Agent is permitted to Market, Distribute & Sell the Product(s).
1.3 "End User" refers to the final purchaser who acquires the Product(s) for their own use and
not for resale, remarketing, distribution and sell, or any other transfer of rights.

SECTION 2: APPOINTMENT OF MARKETING AGENT

2.1 Appointment: Subject to the terms of this Agreement, the Importer hereby appoints the
Marketing Agent, and the Marketing Agent hereby accepts such appointment, as a non-
exclusive Marketing Agent of the Product(s) in the Marketing Agent Territory.
2.2 Restrictions: Marketing Agent will not solicit orders for, or Market, Distribute & Sell the
Product(s) outside the Marketing Agent Territory, or to any person/marketing agent knows
or has reason to know intends to remarket, redistribute & resell the Product(s) outside the
Marketing Agent Territory, without the prior written consent of the Importer.

SECTION 3: DUTIES AND OBLIGATIONS

3.1 Marketing Agent Duties: The Marketing Agent agrees to perform the following duties:
 Marketing Agent will comply with all pricing terms in accordance with the terms and
conditions of Exhibit A of this Agreement;
 Marketing Agent will use its best efforts to promote the marketing, distribution and sell
of the Product(s) and to provide adequate service to end users within the Marketing
Agent Territory;
 Marketing Agent agrees to conduct marketing activities for the Product(s) at its own
expense, and in a manner that reflects positively upon the Product(s) and the reputation
and goodwill of the Importer;
 Marketing Agent will ensure that its marketing, distribution and sell network is
adequately trained and capable of advising end users about the Product(s);
 Marketing Agent will provide periodic sales forecasts and reports to the Importer, as
may be reasonably requested;
  Marketing Agent will maintain an adequate inventory of the Product(s) to meet the
anticipated demand within the Marketing Agent Territory; and
 Marketing Agent will comply with all applicable laws and regulations and will not engage
in any activity that could harm the reputation of the Importer or the Product(s).
3.2 Importer Duties: The Importer agrees to perform the following duties:
 The Importer will provide the Marketing Agent with necessary Product(s) information to
enable the Marketing Agent to effectively Market, Distribute & Sell the Product(s);
 The Importer will offer the Marketing Agent purchasing terms in accordance with the
terms and conditions of Exhibit A of this Agreement; and
 The Importer will provide necessary training and support to the Marketing Agent to
enable them to fulfill their obligations under this Agreement effectively.

SECTION 4: PRICE, PAYMENT, AND DELIVERY

4.1 Pricing and Payment: The pricing for the Product(s) purchased by the Marketing Agent from
the Importer shall be as outlined in Exhibit A.
4.2 Product Delivery: The terms of product delivery, including the location and method of
delivery, will be as detailed in Exhibit B. The Marketing Agent is responsible for all costs
associated with delivery.
4.3 Payment Disputes: In case of payment disputes, the Marketing Agent shall immediately
notify the Importer in writing, and the Parties shall negotiate in good faith to resolve the
dispute promptly.

SECTION 5: CONFIDENTIALITY
5.1 Definition: "Confidential Information" means any information that a Party ("Disclosing
Party") discloses to the other Party ("Receiving Party") that is either designated as
confidential at the time of disclosure or should be reasonably understood to be confidential
given the nature of the information and circumstances of disclosure. Confidential
Information may include, but is not limited to, business plans, customer lists, financial
information, marketing strategies, non-public information relating to products or services,
and other proprietary information.
5.2 Non-Disclosure: The Receiving Party agrees to keep all Confidential Information strictly
confidential. The Receiving Party will not disclose or make available any Confidential
Information to any third party without the prior written consent of the Disclosing Party. The
Receiving Party will use the Confidential Information solely for the purpose of performing its
obligations under this Agreement.
5.3 Exceptions: The obligations under this section will not apply to any Confidential Information
that: was already lawfully known to the Receiving Party at the time of disclosure; is
disclosed to the Receiving Party by a third party who had the right to disclose it; is publicly
 available through no fault of the Receiving Party; or is independently developed by the
Receiving Party without use of or reference to the Disclosing Party's Confidential
Information.
5.4 Required Disclosure: If the Receiving Party is required by law, court order, or any
government or regulatory authority to disclose any of the Confidential Information, it will
give the Disclosing Party prompt written notice of such requirement before the disclosure
and, if possible, enough time to contest the disclosure.
5.5 Return of Confidential Information: Upon termination of this Agreement, or upon the
Disclosing Party's request, the Receiving Party will return all Confidential Information and all
copies, notes, or extracts thereof to the Disclosing Party unless required by law to retain it.
5.6 Continuing Obligations: The Receiving Party's obligation to protect the confidentiality of the
Confidential Information will survive termination of this Agreement and continue until such
time as the Confidential Information becomes public knowledge other than through the
Receiving Party's breach of this Agreement.

SECTION 6: INTELLECTUAL PROPERTY

6.1 Ownership: Marketing Agent acknowledges that the Importer own all rights, title, and
interest in the product(s) and all intellectual property rights therein. Nothing in this Agreement
gives Marketing Agent any right, title, or interest in the product(s) except the right to market,
distribute and sell the product(s) in accordance with this Agreement.

SECTION 7: TERM AND TERMINATION

7.1 Term: This Agreement shall commence on the date first set forth above and will continue
indefinitely unless and until terminated by either Party.
7.2 Termination without Cause: Either Party may terminate this Agreement without cause upon
providing thirty (30) days' prior written notice to the other Party. Upon termination without
cause, the terminating party is under no obligation to provide reasoning for the
termination.
7.3 Termination for Cause: Either Party may terminate this Agreement immediately upon
written notice if the other Party:
 Breaches any material term or condition of this Agreement and fails to cure such breach
within thirty (30) days after receipt of written notice of the same, unless such breach is
such that it cannot be cured within thirty (30) days, in which case the breaching Party
shall commence such cure promptly after receipt of such notice and continuously
pursue such cure to completion;
 Becomes the subject of a voluntary or involuntary bankruptcy, insolvency,
reorganization, liquidation, dissolution, receivership, or similar proceeding, or otherwise
ceases to do business; or
  Fails to comply with any applicable laws or regulations, which may harm the reputation
or business of the other Party.
7.4 Effect of Termination: Upon termination or expiration of this Agreement for any reason:
 The rights granted to the Marketing Agent under this Agreement will immediately
cease;
 The Marketing Agent must promptly discontinue all promotion of the Importer's
products; and
 Any fees owed to either Party at the time of termination or expiration will be paid
according to the terms of this Agreement.
7.5 Survival: The rights and obligations of the Parties set forth in this Section 7 and any right,
obligation, or required performance of the Parties in this Agreement which, by its express
terms or nature and context is intended to survive termination or expiration of this
Agreement, will survive any such termination or expiration.

SECTION 8: GENERAL PROVISIONS

8.1 Governing Law: This Agreement shall be governed by and interpreted in accordance with
the laws of the state of Bangladesh.
8.2 Entire Agreement: This Agreement, including any exhibits and appendices, contains the
entire agreement between the Parties and supersedes all prior and contemporaneous
agreements, understandings, negotiations ,and discussions, whether oral or written, of the
Parties with respect to the subject matter hereof.
8.3 Amendments: This Agreement may only be amended, modified, or supplemented by an
agreement in writing signed by each Party.
8.4 Waiver: No waiver by any Party of any of the provisions hereof shall be effective unless
explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party
shall operate or be construed as a waiver in respect of any failure, breach, or default not
expressly identified by such written waiver.
8.5 Indemnification: Each Party agrees to indemnify and hold the other harmless from any
claims, losses, damages, liabilities, or expenses incurred as a result of the negligent or
intentional acts or omissions of the indemnifying Party.
8.6 Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in
any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term
or provision of this Agreement or invalidate or render unenforceable such term or provision
in any other jurisdiction.
8.7 Notices: All notices or other communications required or permitted under this Agreement
must be in writing. Such notices may be delivered personally, sent by a recognized
overnight delivery service, telecopy, or electronic mail, provided that receipt of the
communication is confirmed. Notices should be addressed to the relevant Party at the
 address outlined in this Agreement, or to any other address that the recipient Party has
provided in writing to the sender. A notice will be considered effectively given at the time of
personal delivery, or at the time of confirmed receipt in the case of delivery by overnight
service, telecopy, or electronic mail.
Importer Address:
House 3/8, Borobagh, Senpara, Mirpur, Dhaka-1216, Bangladesh
Marketing Agent Address:
House 27, Level 4, Flat K5, Road 2, Sector 9, Uttara, Dhaka-1230, Bangladesh
8.8 Non-Exclusivity: The relationship between the Importer and the Marketing Agent is non-
exclusive. Both Parties are free to enter into similar agreements with other parties unless
otherwise specified in this Agreement.
8.9 No Assignment: The Marketing Agent may not assign or transfer this Agreement, or
delegate its obligations under this Agreement, without the Importer's prior written
consent.
8.10 Dispute Resolution: In the event of any dispute arising out of or related to this Agreement,
the Parties agree to negotiate in good faith to resolve the dispute. If the Parties are unable
to resolve the dispute, they agree to submit the dispute to mediation before resorting to
litigation.
8.11 Counterparts: This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall be deemed to be one and the same
agreement. A signed copy of this Agreement delivered by facsimile, email, or other means
of electronic transmission shall be deemed to have the same legal effect as delivery of an
original signed copy of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement:

Yaqub Nabi Md. Atikuzzaman Dewan

Importer Marketing Agent

Date: 28th October 2024 Date: 28th October 2024

____________________________________ ____________________________________
Signature Signature
 EXHIBIT A: PRICING TERMS
This Exhibit A forms part of the Agreement and is subject to the terms and conditions of the
Agreement. In the event of any conflict between the terms of this Exhibit A and the terms of
the Agreement, the terms of the Agreement will prevail.
The pricing terms for the products provided by the Importer to the Marketing Agent are as
follows:

SECTION 1: PRODUCT PRICING

1.1 Standard Wholesale Pricing: The standard wholesale prices for the products are listed in the
Importer's Marketing Agent price list, a copy of which has been provided to the Marketing
Agent.
1.2 Volume-Based Discounts: The Marketing Agent will receive a volume-based discount of 30%
off the standard prices for the products.

SECTION 2: PRICE CHANGES

2.1 The Importer may change the standard prices or the discount at any time by providing at
least 30 days written notice to the Marketing Agent. The changed prices or discount will
apply to orders placed by the Marketing Agent after the effective date of the price change.
2.2 The prices for any orders placed by the Marketing Agent before the effective date of a price
change will be the prices in effect at the time the order was placed.

SECTION 3: PAYMENT TERMS

3.1 The Marketing Agent will pay for the products within 5 days after selling the products.
3.2 The Marketing Agent will pay all amounts due in full without any set-off, counterclaim,
deduction, or withholding.

SECTION 4: CREDIT TERMS

4.1 The Importer may, in its sole discretion, extend credit to the Marketing Agent.
4.2 The amount of credit, if any, and the terms and conditions of the credit will be at the
Importer's sole discretion and may be changed or cancelled at any time without notice.
 EXHIBIT B: PRODUCT LISTING
This Exhibit B forms part of the Agreement and is subject to the terms and conditions of the
Agreement. In the event of any conflict between the terms of this Exhibit B and the terms of the
Agreement, the terms of the Agreement will prevail.
The terms for the products provided by the Importer to the Marketing Agent are as follows:

SECTION 1: PRODUCTS
1.1 The Importer’s products available for marketing, distribution and sell by the Marketing
Agent under this Agreement are detailed in the attached Product List.
1.2 The Importer retains the right to modify the product range, specifications, or to introduce
new products. The Importer will provide the Marketing Agent with reasonable notice of any
such changes.

SECTION 2: PRODUCT QUALITY

2.1 The Importer represents and warrants that its products will conform to the descriptions
provided in the Product and Service Descriptions, be of satisfactory quality, and fit for the
purpose for which they are intended.
2.2 The Marketing Agent will promptly notify the Importer of any non-conforming products and
will cooperate with the Importer in the investigation and resolution of any such non-
conformance.

SECTION 3: SUPPORT
3.1 The Importer shall acquire the necessary documents and permissions for marketing the
products from the concern government authorities including Customs Clearance, VAT & TAX
Issues, BSTI etc. in the territory of the Marketing Agent.
3.2 The Importer will supply the Marketing Agent with necessary marketing materials, product
literature and documents, and samples to aid in sales and promotion.
3.3 These materials should be used in a manner consistent with the Importer's branding and
marketing guidelines.
 EXHIBIT C: MARKETING, DISTRIBUTION AND SELL TERRITORY
This Exhibit C forms part of the Agreement and is subject to the terms and conditions of the
Agreement. In the event of any conflict between the terms of this Exhibit C and the terms of the
Agreement, the terms of the Agreement will prevail.
The reselling territory terms for the products provided by the Importer to the Marketing Agent
are as follows:

SECTION 1: TERRITORY
1.1 The Marketing Agent is authorized to sell the Importer's products in the following territory:
Bangladesh ("Territory").
1.2 The Importer shall import the products in the mentioned terriroty and market it through the
Marketing Agent only, the Importer can’t appoint any other Marketing Agent in the same
territory.
1.3 The Marketing Agent shall not import the products mentioned in the Importers products list
from any other party without a written consent of the Importer.

SECTION 2: EXCLUSIVITY
2.1 The Importer may grant to the Marketing Agent an exclusive right to sell the Importer's
products in the specified Territory in writing. During the term of this Agreement, the
Importer will not authorize any other person or entity to sell the Importer's products in the
Territory.
2.2 Exclusivity is contingent upon the Marketing Agent meeting the performance metrics
outlined in Exhibit D.
 EXHIBIT D: PERFORMANCE METRICS
This Exhibit D forms part of the Agreement and is subject to the terms and conditions of the
Agreement. In the event of any conflict between the terms of this Exhibit D and the terms of
the Agreement, the terms of the Agreement will prevail.
The performance metrics provided by the Importer to the Marketing Agent are as follows:

SECTION 1: MARKETING, DISTRIBUTION AND SELL TARGETS

1.1 The Marketing Agent agrees to achieve the following minimum marketing, distribution and
sell targets:
Year 1: _______
Year 2: _______
Year 3: _______

SECTION 2: TARGET REVIEWS

2.1 The marketing, distribution and sell targets will be reviewed and might be revised based on
market conditions and mutual agreement between the Parties.

SECTION 3: NON-PERFORMANCE
3.1 In the event of the Marketing Agent’s failure to meet the outlined targets, the Importer
reserves the right to take corrective measures as outlined in the main Agreement. This may
include adjusting terms or terminating the Agreement.