DEED OF AGREEMENT

This DEED OF AGREEMENT is made on the ..th of December in the year 2022

BETWEEN

UTTARA Friends Club, having its office at Road # …, Plot# .. Sector # 3, Uttara, Dhaka-1230, Bangladesh; represented
by its existing President, ……………………. hereinafter referred to as “UFC” (which expression shall include successors,
heirs, executors, administrators, legal representatives, nominees and assigns) of the FIRST PARTY.

AND

BERGER PAINTS BANGLADESH LIMITED, a public limited company having its registered office at Berger
House, Plot # 8, Road # 2, Sector # 3, Uttara, Dhaka- 1230, Bangladesh, represented by its GM-Marketing, Mr. A. K. M.
Sadeque Nawaj, hereinafter referred to as “BPBL” (which expression shall include its’ successors-in-interest,
Administrators, representatives and assigns) of the SECOND PARTY.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN
THE SAID PARTIES AS FOLLOWS:

1. This Deed of Agreement is executed between the parties with effect from 15th January, 2022. The agreement will
remain valid for a period of 3 (three) years up to 14th January, 2025. Thereafter this agreement is renewable upon
mutually consent between the parties.

2. BPBL shall provide painting facilities to the office building of Club Office.. Color selection will be decided as per
mutual discussion between both parties. BPBL will be responsible for selecting material.

Time schedule
a) Office room painting (January 2022 – February 2022)

3. BPBL shall provide painting facilities to the Friend Club Field.. Color selection will be decided as per mutual
discussion between both parties. BPBL will be responsible for selecting material.

Time schedule
b) Friend Club field painting (January 2022 – February 2022)

4. BPBL will provide one light box at office building, two non-light board at field which will have combined branding
of both UFC and BPBL. Material for the light box shall be decided by both the parties.

5. BPBL will provide painting facility at Shaheed Minar situated at Friend Club field.

6. All the works are expected to be completed by February 2022 though it depends upon the COVID and weather
situation.

7. If any item is suspended/removed under any government rules or by any other authority, then proportionate
branding opportunity fee payment will be made to UFC at the end of the tenure. In that case, BPBL will arrange
to remove the item(s) upon mutual discussion.

8. If any item is damaged by natural calamity, political activity or any other disaster then BPBL will repair the same at
their own cost.

9. During the agreement period, UFC warrants and covenants that it shall not enter into any kind of agreement or
engagement with any other competitor company (paint manufacturing, marketing, trading company) of BPBL in
Sector-13 of Uttara Model Town for any type of branding opportunities.

10. During the agreement period, if UFC desires to make any structural change(s) to the area of branding, prior
consultation with BPBL is required and UFC agrees to give BPBL similar branding opportunity within the UFC
area till expiry of the agreement.
11. This agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.

12. Since BPBL shall make an investment on the branding activity(s), UFC voluntarily waives its right of termination
during the continuance of this agreement. However, BPBL shall have the right to terminate this agreement with 30
(thirty) days prior notice in writing in cases of material breach of the provisions of this agreement and/or due to
non-performance of its obligations by UFC under this agreement.

13. In case of any dispute arising out of the terms and conditions of this agreement, the same shall be settled amicably
between the parties within 30 (thirty) days of communication of dispute.

14. This agreement shall be governed by and interpreted in accordance with the laws of Bangladesh, and shall be subject
to the exclusive jurisdiction of the courts of Bangladesh.

15. Neither party shall not make any unauthorized use of Intellectual Property Rights of the other party without its
prior written consent.

This agreement is executed in 2 (two) counterparts, each of which is an original, but all of which together constitute one
and the same Deed.

IN WITNESS WHEREOF, the Parties have hereunto caused this MOU to be executed in the respective names
by their duly authorized representatives on the date herein before mentioned:

Agreed and Signed by Agreed and Signed by

On behalf of Uttara Friends Club: On behalf of Berger Paints Bangladesh Ltd

Name: AKM Sadeque Nawaj

President General Manager-Marketing

In presence of: In presence of:

1.
1.

Name
Secretary General A M M Fazlur Rashid
Head Channel Engagement

2.
2.

Name
Designation Muntasir Zaman
Assistant Manager - Activation