MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING IS MADE ON THIS DAY 29 TH OF OCTOBERF 2023 OF

THE ENGLISH CALENDAR AT DHAKA, BANGLADESH.

BY AND BETWEEN

THE UMBRELLA MANAGEMENT LTD, an organisation incorporated in Bangladesh, under the

applicable laws, having its registered office at “UNITED BENISON”, HOUSE- 1 (A5), ROAD- 17,
BLOCK- D, BANANI, DHAKA- 1213 duly represented by its MANAGING DIRECTOR & CEO, MD.
SHAFIQUL ISLAM, (hereinafter referred to as the “Broker”), which expression unless otherwise
repugnant to the context hereof, shall mean and include its successors-in-interests, assignees,
nominees, administrators, officers and legal representatives of the ONE PART.

AND

Sharmeen Reza, daughter of S.M.A.M Reza of House 39, Road 20, Apt A5, Baridhara J Block –
Dhaka, NID no. [INSERT], of date of birth [INSERT], by profession [INSERT], Bangladeshi by birth
(hereinafter referred to as the “Flat Owner”), which expression unless otherwise repugnant to
the context hereof, shall mean and include its successors-in-interest, assignees, nominees,
administrator, officer and legal representatives of the OTHER PART.

The Broker and the Flat Owner are hereinafter referred individually as a “Party” and collectively
as the “Parties.”

WHEREAS, the Flat Owner is the absolute owner of the property described in Schedule A and
wishes to sell the same and for that purpose he requires the services of a broker.

AND WHEREAS, the Broker, is a broker dealing in real estate is willing to find Buyer of the
scheduled property on behalf of the Flat Owner;

AND WHEREAS, the Flat Owner has approached the Broker for finding Buyer of the scheduled
property, and the Broker has agreed to the Flat Owner’s proposal and thus is willing to enter
into this Memorandum of Understanding (‘MoU’) in accordance with the terms and conditions
specified herein below.
NOW WHEREFORE, in consideration of the foregoing premises and the mutual promises,
covenants, and conditions hereinafter set forth THESE PRESENT WITNESSETH and the Parties
hereby agree as follows:

1. SCOPE.

1.1 The Flat Owner hereby appoints the Broker to find a buyer for the property for a price
settled after negotiation with the buyer and the seller in coordination with The Umbrella
Management Ltd, out of which the purchaser shall pay an advance as earnest money
and the balance shall be paid within a period of time and full amount to be paid before
the registration of a flat to the owner and of the conveyance deed.

1.2 The Flat Owner hereby appoints the Broker exclusively to avail brokerage service in
accordance with the terms of this MoU.

2. REPRESENTATIONS AND WARRANTIES.

2.1 The Flat Owner hereby represents and warrants that the details of the property as
described in Schedule A of this MoU are true and the title of the owner to the scheduled
property is absolute, marketable and free from all claims, mortgage, lien, charge or any
other encumbrances.

2.2 The Broker agrees that he has the requisite skills to facilitate the sale of the scheduled
property.

3. TERMS AND CONDITIONS.

3.1 The Flat Owner agrees that he shall deliver copies of all relevant original documents
related to his ownership of the scheduled property including but not limited to his Title
Deed to the Broker upon execution of this MoU and at any time as required by the
Broker.

3.2 The Flat Owner agrees that he shall promptly and duly execute and deliver all such
instruments, documents and deeds as is required from time to time for the purposes of
sale or facilitating the sale of the scheduled property.

3.3 The Broker agrees that he shall use all reasonable endeavours, make best effort and act
efficiently to establish, promote and extend the sale of the scheduled property within a
period of six months from the effective date of this MoU.

3.4 The Flat Owner agrees that any and all negotiations with regards to the sale of the
scheduled property shall be carried out by the Broker and the owner jointly, and the Flat
 Owner shall not in any manner engage in negotiation with any prospective buyer
pursued by the Broker for the sale of the scheduled property.

3.4 The Flat Owner agrees to work with the Broker and agrees not to retain or utilize the
services of any other real estate broker or to negotiate directly with any prospective
purchaser in connection with the scheduled property except through or with the
assistance of the Broker during the tenure of this MoU.

4. PAYMENTS AND FEES.

4.1 The Flat Owner shall pay to the Broker a commission at the rate of 3.5% of the selling
price of the scheduled property or any amount above a negotiated price between the
apartment owner and The Umbrella Management Ltd if Umbrella Management takes
help from any other agent to expedite the sales process for faster sales of the property ,
which shall be payable at the time of every instalments paid to the owner and before
execution of the conveyance/sale deed of the scheduled property.

4.2 The Flat Owner shall pay for or reimburse the Broker for any and all costs incurred as
incidental or consequential to the sale of the scheduled property as per any agreed or
valid schedule of charges or upon receipts from the Broker, not any later than the
execution of conveyance/sale deed of the scheduled property.

5. EFFECTIVE DATE, TENURE, MODIFICATION OR AMENDMENT.

5.1 This MoU shall be effective from the date of its execution and signing and shall be valid
for a period of six (six) months, which (tenure) may be renewed for further period
subject to mutual agreement between the parties hereto; and if not extended for
further period this MoU shall automatically stand dissolved.

5.2 The parties may amend or modify this MoU at any time during the tenure subject to
serving a 30 (Thirty) days prior notification to the other.

5.3 No amendment or modification or renewal shall be effective and valid unless the same
is made in writing and signed by the parties hereto.

6. TERMINATION.

6.1 This MoU may be terminated by both Parties at any time during the tenure subject to
serving 30 (thirty) days prior written notice to the other.
7. COMMUNICATION.

7.1 All communication that is to be made in relation to or under this MoU shall be directed
to:

Broker

e-mail: management@umbrellalisting.com

Name MD. SHAFIQUL ISLAM (MD & CEO)

Telephone 01842966360

Flat Owner

e-mail: syedreza01@yahoo.com

Name SHARMEEN REZA

Telephone +1 678 522-6395

8. SEVERABILITY.

8.1 If any part of this MoU is determined to be illegal, invalid, frustrated or unenforceable,
for any reason whatsoever, then, insofar as it is practical and feasible, the remaining
portions of this MoU shall be deemed to be in full force and in effect as if such invalid
portions were not contained herein.

9. DISPUTE RESOLUTION.

9.1 All disputes relating to the terms and conditions of this MoU shall be settled amicably
between the parties hereto within 30 (thirty) days from the date such dispute is raised,
and upon failure to resolve the same within 30 days, the same may be referred to
arbitration in accordance with the provisions of the Arbitration Act, 2001 of Bangladesh.
Each party shall appoint its own Arbitrator and the Arbitrator of the parties so
 appointed shall appoint the third Arbitrator who shall be the Chairman of the Arbitral
Tribunal. The seat of the Arbitration shall be at Dhaka. The decision of the Arbitration
Tribunal shall be final and binding on the parties hereto.

10. GOVERNING LAW.

10.1 This MoU shall be governed, construed, interpreted, implemented and performed by
and in accordance with the laws of Bangladesh.

11. ENTIRE MEMORANDUM OF UNDERSTANDING.

11.1 The parties hereby agree, that upon execution of this MoU, any previous MoU, written
or unwritten, entered into between the parties hereto, shall be void and shall cease to
be of no legal effect, and in case of any contradiction with any other terms of any
instrument between the parties, the terms of this MoU shall prevail.

IN WITNESS WHEREOF, the Parties hereto have signed this MoU in duplicate and herein have
executed these presents on the day, month and year first above-written.

Signed for and on behalf of Signed for and on behalf of

THE UMBRELLA MANAGEMENT LTD [FLAT OWNER’S FULL NAME]

Signature: Signature:

Name: Name:
Title:
 SCHEDULE A

On the West:
All that piece and parcel of land measuring an area of [INSERT] decimal, situated within District,
Police Station & Sub-Registry Office- [INSERT], J.L. Nos. [INSERT], Khatian Nos.: [INSERT],
Plot/Dag Nos: [INSERT], along with all other common and connecting facilities attached thereto;
the entire land/building is butted and bounded by -

On the North:

On the South:

On the East: