INDENTING SERVICE AGREEMENT

This Indenting Service Agreement (“Agreement”) is made as of [insert date] (“Execution Date”), by
and between,

Mokam Limited, a company incorporated under the laws of Bangladesh, and having its registered
office at Level 4, 7 VIP Road, SKS Tower, Mohakhali, Dhaka 1206 (“Company”),

And

Mr. [insert name], of address – [insert address], (“Service Provider”). The Company and the
Service Provider are hereafter individually referred to as a “Party”, and collectively, the “Parties”.

The Company desires to have the Service Provider perform certain services for the Company and the
Service Provider desires to perform such services for the Company, subject to and in accordance with
the terms and conditions of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. SERVICES.

1.1 Performance of Services.  The Service Provider will perform the Indenting
(“Services”) described in detail in Exhibit A (“Scope of Work”) for the Company during the period
of Service with the Company. All Services should be performed in accordance with the terms and
conditions of this Agreement and the Scope of Work.

1.2 Payment. The Company will pay the Service Provider such fees and
remuneration, subject to deduction of applicable withholding taxes, in accordance with the terms set
forth in the Scope of Work. Unless otherwise specified in the Scope of Work, Company will not
reimburse the Service Provider for any expenses incurred by the Service Provider in connection with
performing Services.

2. RELATIONSHIP OF PARTIES.

2.1 Independent Contractor. The Service Provider is an independent contractor

and is not an agent or employee of, and has no authority to bind, Company by contract or otherwise.
The Service Provider will perform the Services under the general direction of the Company, but the
Service Provider will determine, in the Service Provider’s sole discretion, the manner and means by
which the Services are accomplished, subject to the requirement that the Service Provider will at all
times comply with applicable law.

2.2 Employment Taxes and Benefits All taxes on net income and similar

assessments, levies and government-imposed obligations with respect to Services shall be the
obligation of and be paid by the Service Provider. The Service Provider will indemnify the Company
and hold it harmless from and against all claims, damages, losses, costs and expenses, including
reasonable fees and expenses of attorneys and other professionals, relating to any obligation imposed
by law on the Company to pay any withholding taxes, social security, unemployment or disability
insurance, or similar items in connection with compensation received by the Service Provider
pursuant to this Agreement. The Service Provider will not be entitled to receive any vacation or
illness payments or to participate in any plans, arrangements, or distributions by Company pertaining
to any bonus, stock option, profit sharing, insurance or similar benefits for Company’s employees.

2.3 Indemnification Service Provider will indemnify the Company for the
following: (i) claims for damages from people, including Company’s customers because of bodily
injury, sickness, disease or death that arise out of any fraudulent or negligent act or omission or
advice of the Service Provider; (ii) claims for damages because of injury to or destruction of tangible
or intangible property, including loss of use resulting therefrom, that arise out of any negligent act or
omission of Service Provider and (iii) claims arising from intellectual property infringement and
technology services errors or omissions.

3. CONFIDENTIAL INFORMATION. For purposes of this Agreement,

“Confidential Information” means and will include: (i) any information, materials or knowledge
regarding either Party and its business, financial condition, products, programming techniques,
customers, suppliers, technology or research and development that is disclosed to the other Party, or
to which the other Party has access in connection with performing Services (including without
limitation all such information, materials or knowledge disclosed to the other Party or to which the
other Party had access on and after the Commencement Date but before the Execution Date); (ii) the
Innovations; (iii) the existence and terms and conditions of this Agreement; and (iv) details/ personal
identifiable information of customers of either Party. Each Party agrees to hold all Confidential
Information in strict confidence, not to use it in any way, commercially or otherwise, except in
performing the Services, and not to disclose it to others, and further agrees to take all action
reasonably necessary to protect the confidentiality of all Confidential Information including, without
limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or
disclosure of Confidential Information.

4. WARRANTIES AND RESTRICTIONS.

4.1 Warranty on Services. Service Provider hereby warrants and represents that
(i) all Services provided hereunder shall be performed in accordance with the relevant instructions of
the Company and with the current standards of care and diligence normally practised by Service
Providers in performing services of a similar nature, (ii) neither the Services, the Innovations nor any
element thereof will infringe the intellectual property rights of any third party, (iii) neither the
Services, the Innovations, nor any element thereof will be subject to any restrictions or to any
mortgages, liens, pledges, security interests, encumbrances or encroachments, (iv) Service Provider
will not grant, directly or indirectly, any rights or interest to third parties whatsoever in the Services
or the Innovations

4.2 Compliance with Laws. Service Provider shall comply with all applicable
central, state and local laws, regulations and codes in effect as of the date of the Execution Date, and
throughout the duration of performing the Services.

4.3 Competitive Activities. During the term of this Agreement, unless the

Service Provider has obtained the written consent of the Company, the Service Provider will not,
directly or indirectly, in any individual or representative capacity, engage or participate in or provide
services to any business that is competitive with the types and kinds of business being conducted by
Company.
 4.4 Solicitation of Services. Because of the trade secret subject matter of
Company’s business, Service Provider agrees that, during the term of this Agreement and for a
period of six (6) months thereafter, it will not solicit the services of any of Company’s employees,
Service Providers, suppliers or customers for Service Provider’s own benefit or for the benefit of any
other person or entity.

5. TERM AND TERMINATION.

5.1 Term. This Agreement will commence from the Date of signing this
agreement and shall be in force and effect unless terminated earlier in accordance with the terms of
this Agreement.

5.2 Termination for Breach. Either party may terminate this Agreement
immediately if the other party breaches any material term of this Agreement and fails to cure such
breach within ten (10) days following written notice thereof from the non-breaching party.

5.3 Termination for Convenience. The Company may terminate this Agreement
at any time, for no reason, by furnishing Fifteen (15) days advance written notice to the Service
Provider. Provided that, in the event of a termination by the Service Provider, after furnishing written
notice to the Company, the Company may relieve the Service Provider earlier than the completion of
the notice period, without any liability other than that of pro-rata professional fee payment for work
actually done until being relieved.

5.4 Effect of Termination.

(a) Upon the expiration or any termination of this Agreement for any
reason, Service Provider will promptly deliver to Company all documents, including all work in
progress on any Innovations and all versions and portions thereof.

(b) Upon the expiration or any termination of this Agreement (except

termination of this Agreement pursuant by Company pursuant to Section 5.2 for breach by Service
Provider), Company will pay Service Provider any amounts that are due and payable under
Section 1.2 for Services performed by Service Provider prior to the breach or termination.

(c) Upon the expiration or termination of this Agreement for any reason,
Service Provider will promptly notify Company of all Confidential Information in Service Provider’s
possession or control and will promptly deliver all such Confidential Information to Company, at
Service Provider’s expense and in accordance with Company’s instructions.

5.5 Survival. The provisions of Sections 2.2, 2.3, 3, 4, 5.4, 5.5, 6 and 7 will
survive the expiration or termination of this Agreement.

7. LIMITATION OF LIABILITY.

In no event will the company be liable for any special, incidental, punitive or
consequential damages of any kind in connection with this agreement, even if the company
has been informed in advance of the possibility of such damages.

8. GENERAL.
 8.1 No Election of Remedies. Except as expressly set forth in this Agreement,
the exercise by the Company of any of its remedies under this Agreement will be without prejudice
to its other remedies under this Agreement or available at law or in equity.

8.2 Assignment. Service Provider shall not assign or transfer any of Service
Provider’s rights or delegate any of Service Provider’s obligations under this Agreement, in whole or
in part, without Company’s express prior written consent.

8.3 License. Service Provider hereby grants irrevocable, non-exclusive

permission or other right to use, its own permissions, licenses (without payment of royalty or other
compensation to any Person) and any or all Intellectual Property of the Service Provider to the
Company for the purposes of providing their complete services to the Company.

8.4 Equitable Remedies. Because the Services are personal and unique and
because Service Provider will have access to Confidential Information of Company, Company will
have the right to enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief, without having to post a bond or other consideration, in
addition to all other remedies that Company may have for a breach of this Agreement.

8.5 Attorneys’ Fees. If any action is necessary to enforce the terms of this

Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs and
expenses in addition to any other relief to which such prevailing party may be entitled.

8.6 Governing Law. This Agreement will be governed by and construed in

accordance with the laws of the Republic of Bangladesh. The parties hereby irrevocably agree that
any legal action or proceeding arising under this Agreement will be subject to the exclusive
jurisdiction of the courts at Dhaka.

8.7 Severability. If any provision of this Agreement is held to be invalid or

unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will
remain in full force and effect, and the provision affected will be construed so as to be enforceable to
the maximum extent permissible by law.

8.8 Notices. All notices required or permitted under this Agreement will be in
writing and delivered by confirmed facsimile transmission, by courier or overnight delivery service,
or by certified mail, and in each instance will be deemed given upon receipt. All notices will be sent
to the addresses set forth above or to such other address as may be specified by either party to the
other in accordance with this Section.

8.9 Entire Agreement. This Agreement, together with the Scope of Work,
constitutes the complete and exclusive understanding and agreement of the parties with respect to the
subject matter hereof and supersedes all prior understandings and agreements, whether written or
oral, with respect to the subject matter hereof. In the event of a conflict, the terms and conditions of
this Agreement will prevail. Any waiver, modification or amendment of any provision of this
Agreement will be Execution only if in writing and signed by the parties hereto.

8.10 Waiver. The waiver of any breach of any provision of this Agreement will
not constitute a waiver of any subsequent breach of the same other provisions hereof.
 8.11 Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original, but all of which together will constitute one and the same
instrument.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the Execution Date.

COMPANY: SERVICE PROVIDER:

Authorised Signatory Authorised Signatory

Name: Name:

Title: Title:

___________________________________ ___________________________________
 EXHIBIT A

Scope of Work
This Scope of Work details the services to be provided by the Service Provider:

Description of Services/Deliverables/SOPs:

The Service Provider shall be responsible for the following services and activities during the tenure of
service to the company:
1. Sourcing and Procurement: The Service Provider shall diligently source and procure a
diverse range of products and commodities as per the Client's specifications and
requirements. The Service Provider will negotiate with suppliers to secure favourable terms
and prices.
2. Negotiation and Price Quotation: The Service Provider will engage in skilful negotiation
with suppliers, obtaining competitive prices. Comprehensive price quotations, inclusive of
product details, quantities, prices, and terms, shall be provided to the Client.
3. Order Placement: Upon the Client's approval, the Service Provider will initiate and
confirm orders with selected suppliers, ensuring accurate documentation of all relevant
terms and conditions.
4. Logistics and Shipment Coordination: The Service Provider will manage the entire
logistics and shipment process, encompassing transportation, customs clearance, and
documentation. This will ensure timely and secure delivery of consignments to the
designated locations.
5. Quality Control and Inspection: The Service Provider shall oversee and conduct pre-
shipment quality inspections, ensuring that products meet the Client's specified standards
and requirements.
6. Payment Facilitation: The Service Provider will facilitate secure payment transactions
between the Client and Suppliers, adhering strictly to mutually agreed-upon terms.
7. Market Expertise: The Service Provider will leverage their market insights to offer
valuable guidance to the Client on market trends, product availability, and competitive
pricing.
8. Risk Mitigation: Utilizing their industry knowledge, the Service Provider will identify
potential risks associated with international trade and undertake measures to mitigate these
risks, ensuring a smooth supply chain.

Rates, Taxes and Payment:

The Service Provider shall receive compensation in the form of a percentage of the consignment price
for each successful shipment. The specific percentage of service payment will be determined through
mutual negotiations and confirmed in writing between both parties before each shipment.

Payment will be disbursed to the Service Provider after the successful and secure delivery of the
consignment to the Client, as per the agreed terms and all payments shall be subject to applicable VAT
and TAX deductions as per the laws of the land.

Commencement Date & End Date:

The service shall start from the date of signing this agreement and remain in force until this agreement
is terminated by either party in accordance with clause 6 of the Agreement.