Distribution Agreement

Between
AponTech Ltd.
And
Super Oil Refinery Ltd.

THIS ASSIGNMENT AGREEMENT is made and executed on the 1st June 2023
BETWEEN
AponTech Ltd. is a company duly incorporated under the company act and has its registered office at
House: 31; Road: 3; Nikunjo-1, South Dhaka-1229, Bangladesh (Hereinafter referred to as “APON”
which expression shall unless excluded by or repugnant to the context included their successor, legal
representative, executors, administrator and/or assignee)
Apon is ensuring the well-being of factory workers through creating access to quality other necessary
products and services at a subsidized rate which will ensure a better life and help sustain the industry
through a market-driven inclusive business solution. It delivers a diverse basket of desired products for
the workforce, sustains and scales its coverage through partnering with producers, manufacturers, and
NGOs and ensures sustainable revenue streams for frontlines channels and the enterprise itself.
AND
Super Oil Refinery Ltd., a proprietorship concern having its registered office at 3 rd floor, TK Bhaban,
Kawran Bazar, Dhaka (hereinafter referred to as SORL) which expression unless otherwise repugnant to
the context shall mean and include its successors-in-interest, administrators, legal representative,
executors, and assigns); APON and SORL are herein collectively referred to as the Parties and
individually as the Party.)
Whereas APON and Super Oil Refinery Ltd. are interested in entering into this agreement taking all
rights, responsibilities, and obligations contained in this agreement.
• Purpose of the Agreement: The purpose of this agreement is to provide access to Fast Moving
Consumer Goods (FMCG) for the workers in the garment factories through a subsidized and
consumer benefit model called Apon Bazar.
• Objective of the Project: The main objectives of the project are:
• To explore a market-driven inclusive business solution to address the well-being of RMG
workers and improve their quality of life.
• To improve access to FMCG for garment workers at their working places.
• Understand in detail operation modalities, cost, and benefits, products and services etc. to
develop an expansion model for Apon Bazar.
• The Purpose: The inclusive business model with initiate for the factory workers to ensure access
to daily necessities for the workers with quality and convenience. Every worker of the selected
factories will be provided with a unique membership ID and will be registered as a member. All
 products of the APON outlets will be offered up to 10% discount than the market retail price.
Both cash and credit sales will be available. Credit sales will be adjusted automatically on a
monthly basis from their salary.

• Roles and responsibilities of each party: The terms of the collaboration specific to each of the
parties to the agreement are set out as follows:

Roles and responsibilities of Super Oil Refinery Ltd. will be:

• To deliver all required products to APON shops on DP price 7 days of placing formal purchase
order from official mail.
• To provide 2 copies of the invoice, one for the outlet level and another one for the APON office.
• To provide 30 days of credit limit from the delivery date for each transaction.
• APON will receive products with consumer promotions and cannot participate and will not be
entitled to any bonus/trade program that is designed for distributors, retailers or wholesalers,
however separate promotional camping can be designed to boost sales maintaining both parties’
win-win interests.
• To provide marketing promotional materials such as Merchandising materials, point of sales
materials, displays, printed logos, posters, leaflets, bunting, carrying the logos of different brands,
bags, etc. to APON outlets.
• To ensure suggestions and solutions to APON to improve the shop operation process by visiting
outlets regular basis in order to improve services.
• To ensure the quality of goods and maximum shelf life for all the goods.
• To take back any faulty products upon damage or and expiry of shelf life.
• To train outlet level staff on best practices dos, don’t on handling, shelving, and storing of goods
at the outlet level.
• To provide customer loyalty programs/offers to APON and its customers as developed by the
SORL from time to time.
• To support APON in ensuring product display at the outlet level.
• To address customer complaints and issues as required.

Roles and responsibilities of APON will be:

• To identify a factory and additional delivery point to set up an outlet for selling daily necessities
for the workers.
• To place requisition of products to SORL. at least 3 days before the required product delivery
date.
• To receive the product at the outlet according to the order list in the presence of SORL’s
representatives.
• To provide a unique ID to all workers/employees/customers and record all transactions according
to the customer and maintain the total amount record of workers and provide/share with as per
SORL’s need basis or quarterly.
• To operate the shops according to the shop operation guideline developed by APON.
• To train all levels of staff (Outlet manager, assistant, and salespersons) in operations, account
keeping, customer service, and maintaining different business documents.
• To develop a customer feedback process and communicate with Super Oil Refinery Ltd. to
further improve products and customer service.
• To pay the invoice amount within 30 days from the date of delivery along with applicable tax and
VAT as per government policy.
• To avail of 30 days credit limit, Apon will provide a security cheque of 50,00,000 taka without a
date for security purposes, and in line with this credit agreement will be signed between the
parties.
• Public relations and third-party communication:
No external/public communication will be done by any party. Any communication about APON,
if required, will be done only by AponTech Ltd. The communication will promote.
• The unique advantage of a multi-stakeholder partnership among social businesses and
manufacturers of packaged goods and large industries to promote the well-being of the workers.
• All communications (including content, process, media, tools, etc.) about APON will be under
the sole authority of AponTech Ltd. Both the party may distribute the material for their internal
and external use. APON will be authorized to use SORL’s organization logos for internal and
external communication upon approval of SORL.
• In the context of participating in interaction(s) with APON’s partners, Super Oil Refinery Ltd.
should receive written consent from APON including a clearly defined scope of the interaction.
• Super Oil Refinery Ltd. agrees that this Agreement is intended to benefit APON and its
Clients/partners and enable them to satisfy themselves that all interactions occur in accordance
with this agreement and further agrees that APON may rely on and enforce this engagement apart
from Super Oil Refinery Ltd., APON, and its clients, no third party entitled to rely on reinforce
these terms of engagement.

• Confidentiality and proprietary information:

6.1 By partnering with APON for the purpose of certain information (proprietary information)
including but not limited to
i) The existence, concept, or subject matter of the partnership
ii) The identity and details relating to the partners, their products, and their business process and
secrets and
iii) Any other confidential information, document, or intellectual property of APON or its
clients/partners (including information relating to any actual or potential investment, trading
and/or any business decision of partners) may be disclosed to SORL or become known to SORL.
SORL agrees not to disclose any proprietary information to any third party other than the party
that disclose it to SORL or to use or benefit from any proprietary information (including by
dealing in the securities of any company to which proprietary information relates or encouraging
any other person to do so.)

6.2 If, in connection with the purpose, SORL provides APON with any written documentation or any
other written (or otherwise documented) material (including, without limitation, reports, data, studies,
charts, specifications, and programs) (work product)
a. SORL irrevocably and unconditionally warrant and represent that SORL is the sole
unencumbered, owner or holder of an appropriate, valid, and sufficient license of all rights, title, and
interest (including the intellectual property rights) in such work product.
b. SORL indemnifies and agrees to keep indemnified APON, its clients, and any agent, service
provider, or consultant appointed by either APON or its clients to participate in and conduct an
interaction, against all liabilities in connection with claims or proceedings based on the claim that the
“work product” infringes any intellectual property rights of a third party.
7. Term and Termination:
These Terms of engagement come into force on the above-mentioned date and will continue for 12
months following termination, the parties will continue to be bound by the obligations listed under
confidentiality and proprietary information and communication with third parties either party may
exercise its rights to terminate this agreement by giving 30 days prior written notice to the other.
• Amendments to this Agreement:
 This agreement may be amended or revised at any time by the parties of this agreement. No extension
to or expansion of this project will be made without the consent of both parties.

• Liability: APON shall under no circumstances whatever be liable to SORL, whether in contract, tort
(including negligence), breach of statutory duty or otherwise, for any direct loss or any indirect or
consequential loss or damage of any kind arising under or in connection with this Agreement provided
that nothing in this Agreement shall limit or exclude (or purport to limit Or exclude) our liability for
death or personal injury caused by its negligence, or the negligence Of its employees, agents or
subcontractors, fraud or fraudulent misrepresentation or any breach of the terms implied by section 2
of the supply of goods and services act 1982.

• Asset-liability management: Though this is a pilot initiative, but all assets including intangible Such
as knowledge, understanding, model insights, documents, reports etc. procured or produced by this
project will be owned by APON and will be retained by, in line with APON policies. All staff hired for
the project will be governed by the policies of APON.

• Dispute resolution: Any dispute that may arise from this agreement shall be settled amongst the
parties amicably. Any unsettled dispute shall be settled as per the Arbitration Act-2001 (time to time
amended) of Bangladesh. The venue of Arbitration proceedings shall be in Bangladesh.

• Miscellaneous: If any term, condition, or provision of these Terms of Engagement (or part thereof) is
determined to be unlawful, invalid, void or for any reason unenforceable, the validity and
enforceability of the remaining terms, conditions, and provision (or parts thereof) shall not in any way
be affected or impaired. These Terms of Engagement are governed by and shall be construed in
accordance with law of Bangladesh. The parties hereby submit to the exclusive jurisdiction of the
Bangladesh courts in relation to any claims or other matters arising from or related hereto, whether in
tort, contract or otherwise. If there is a conflict between these Terms of Engagement and any separate
acknowledgment and/or undertakings given by SORL to APON in connection with any Interaction(s),
these Terms of Engagement will prevail, any amendment to this Agreement must be in writing,
accepted by both parties and expressed to constitute an amendment to these Terms of Engagement.

We confirm that this Agreement accurately records the terms and conditions between the parties engaged
in the design and implementation of the factory outlets for worker wellbeing.

For, AponTech Ltd. For, Super Oil Refinery Ltd.

Signature………………………. Signature…………………
Managing Director Proprietor & CEO
AponTech Ltd. ..................................

In the presence of: In the presence of:

1. Signature……………….. 1. Signature…………………
Name: Name:
Designation: Designation:

2. Signature……………….. 2. Signature………………..
Name: Name:
Designation: Designation: