FRAME AGREEMENT

This Frame Agreement is made as of the 31st day of August 2023.

BETWEEN

Penta Global Ltd, A private limited company incorporated under the Companies Act of 1994,
Address: ‘Sheba House’ (7th Floor), Plot: 34, Road: 46, Gulshan 2, Dhaka 1212, Bangladesh

and

NKSoft Corporation USA and its wholly‐owned subsidiary, NKSoft Limited,

Address: 1412, Camino Lago, Dallas, Texas, 75039, USA,
And Road No 5, House No 19, Nikunja‐1, Dhaka, Bangladesh.

Introduction:
a. NKSoft Limited is a global technology powerhouse that brings together the digital and physical
worlds to benefit customers and society. The company focuses on Smart grid and physical
intelligent solutions for utilities (Power, Water, Gas) and systems, automation and digitalization
solutions for the process grid manufacturing industries, and on smart mobility solutions for rail
end road transport;

b. Penta Global imparted more than 20+ years of skilled resources, long‐term proven reliability, and
investment protection, as well as its many certified IT security standards which help Penta Global to
be a trustworthy company across the industry. Penta Global is Simplifying, modernizing, and
securing the IT infrastructure and applications that are the backbone of a business.

c. Penta Global Ltd. and NKSoft Limited have products, knowledge, and expertise including existing
business facilities to offer one another.

d. Penta Global Ltd. and NKSoft Limited wish to explore commercial and socially beneficial
opportunities
e. Penta Global Ltd. and NKSoft Limited wish to collaborate in accordance with the provisions of
this frame agreement.

Therefore, Penta Global Ltd. and NKSoft Limited agree to develop and implement the Collaboration on
the terms and conditions set in this agreement.

1|Page
Scope:
NKSoft Limited is now working as a consultant in a project of ADB, TA‐9961 BAN: Sustainable and Resilient
Energy Sector Facility in Bangladesh ‐ Smart Gas Metering System Specialist (International) (54108‐001).
Where is the scope of Developing “Prepaid Meter Management System Applications” includes the following
modules:
1. Customer Management System (CMS)
2. Payment Management System (PMS)
3. Customer Complaint Management System (CCM)
4. Work Order and Commissioning Management (WMS)
5. Meter and Accessories Management System (MMS)
6. Resources Management System (RMS)
7. Reporting and Data Analytics System (RDA)
8. Cyber Security and Access Management System (CAM)

Collaboration Elements:
Duties:
1. NKSoft Limited will provide
a) One (01) Technical personnel for Web system specification development.
b) Two (02) Technical personnel for demonstration/front‐end work and back‐end work as
needed and will represent Penta Global at Titas Gas Limited.
c) Pre‐Sales Support to Penta Global Ltd as needed.

2. NKSoft Ltd will do

a) NKSoft team will assist with the Tender Requirement Analysis.
b) NKSoft Ltd will assist with Bid preparation and submission.
c) NKSoft Ltd will assist with the financial analysis and bid on the lowest budget.
d) NKSoft Ltd. will assist with the Internal committee Management including the ADB
consultant.
e) NKSoft Ltd will assist with the Specification Analysis.

Discussion: The Parties shall initiate discussions on initiatives in the scope of the above‐mentioned
project.

Payment Structure:

2|Page
 I. Penta Global Ltd. will pay the Consultancy fee of USD $ 3000.00 lump sum
payable immediately.
II. Penta Global Ltd. will pay the lump sum fee for two (02) Technical Persons of Taka 4
lac from September 18, 2023. 2 lacs payable immediately and 2 lacs payable after the
2nd month.

Note: No negotiation expenses are included in this commission. All Negotiation

expenses will be borne by Penta Global Ltd.

Payment Method:
Cheque, Pay Order, Online Transfer to the below‐mentioned account.
NKSoft Limited
Details In the USA In Bangladesh
Beneficiary Account Name: NKSoft Limited Corporation NKSoft Limited
Beneficiary Account No: 4880 0365 2129 20502090100408313
Beneficiary Bank Name: Bank of America Islami Bank Limited
Branch Name McArthur Blvd Branch Shamoli Office
Bank Address: 101 Kinwest Parkway, Irving, Tx‐75063 Mirpur Road, Dhaka
Bank SWIFT Code: BOFAUS3N IBBLBDDH209
Routing Number: 111000025 125264305

Fairness: Both parties shall perform their services under this Agreement at all times in a fair and
equitable manner. Should either company emerge with a conflict of interest inrelation to its
activities it is obligated to declare such a conflict.

Validity: This Agreement shall be valid only for the above‐mentioned project.

Termination: This Agreement will be terminated if Penta Global Ltd. failed to win the project.

Indemnification: Each party shall indemnify and hold harmless the other party and its respective
directors, officers, employees, trustees, and agents.

Notices:

Penta Global Ltd.

Name: Mohammad Faysal Zaman
Designation: Managing Director
Telephone:
E‐mail:

3|Page
 NKSoft Limited
Name: Iftekar Chowdhury
Designation: Vice President of Engineering.
Telephone: +880 175499834431502
E‐mail: pallab@nksoft.com

Confidentiality: Both Parties will strictly follow the Non‐Disclosure Agreement (NDA) signed earlier
among them.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above by their authorized signing officers.

Penta Global Ltd. NKSoft Corporation,

By:________________________ By:_________________________
Name: Mohammad Faysal Zaman Name Sakhawat John Chowdhury
Managing Director Managing Director

Witness:

By: __________________________ By: _________________________

Name: Name: Iftekar Chowdhury
Title: Title: Vice President of Engineering.

4|Page