1. Definition

• a) “Service” means the last mile delivery service of the First Party through which the customers of the Second Party will get delivery at their desired address of Goods which they have purchased from the Second Party.
• b) “Service Charge” means the charge payable by the Second Party to First Party in respect of the Service(s) provided by the First Party. The Service Charges are stated in Annexure-A of this Agreement.
• c) “The Sender” or “The Shipper” means the person or the company who makes the booking through First Party’s portal to avail the Services of the First Party. In regard to avail the Services of the First Party, The Sender or The Shipper has to register on the First Party’s portal by providing his/her/its valid information including but not limited to the name, date of birth, NID number, address, phone number, company’s name, company’s domain name, company’s address etc,
• d) “Registration Form” means a list of fields circulated through google doc that the the Sender or Shipper will input true and accurate data into and submit to the First Party to be registered to First Party’s portal.
• e) “Goods” shall include all products, documents and other items the Second Party intends to deliver from its offices or warehouses in Packages to the Customers.
• f) “Effective Date” shall mean the date stipulated at the beginning of this Agreement.
• g) “Order” means placement of formal request by the Authorized Representative of the Second Party to the First Party for delivery of Goods to the Customer in the Package.
• h) “mgX Account” means Service account maintained by the First Party where all the Services provided to the Second Party are recorded
• i) “API Integration System” means an application programming interface (API) which will connect Second Party’s Customer’s order system with First Party’s order placement system thereby automatically entering the Second Party’s Customer order in the First Party’s order placement system.
• j) “Internet Portal” refers a commonly used website of First Party through which the Second Party will place its order for availing service of the Second Party.
• k) “Customer” means any entity or person who is the final recipient of Goods sent by the Second Party using the First Party’s logistics infrastructure.
• l) “Package” means any single parcel or piece that is accepted by the First Party, including any such items tendered by the Second Party utilizing the First Party automated systems, meters, manifests.
• m) “Successful Delivery” shall mean the acceptance of the Goods or Packages fully or partially by the Customer and/or the payment made by the Customer in regards to the Goods or Packages.
• n) “Partial Delivery” shall mean the receipt of any part of the Goods or Package by the Customer from the total the Goods or Packages handed over to the First Party by the Second Party with an instruction to deliver them to its Customer.
• o) “Cash on Delivery” shall mean making payment for goods or products of the Second Party by Customer to the First Party when they are delivered.
• p) “Appropriate Day” shall mean the day on which the Package or Goods is fixed by the Second Party for pick up.
• q) “Intellectual Property” means any and all intellectual property and/or rights owned by the Parties including patents, trademarks, designs, logos, brand names associated with the brand names of the Parties, service marks, trade names, symbols, emblems, insignia, fascia, slogans, copyrights, know-how, information, drawings, plans and other identifying marks, applications and rights to apply for any of the foregoing, whether or not registered or capable of registration, and all pending applications thereof in any part of the world, and all other proprietary rights whatsoever owned by or available to the Parties, adopted or designated now, or at any time hereafter, by the Parties for use in relation with such Party’s business.
• r) “Confidential Information” means any data or information that is proprietary to the Disclosing Party and marked specifically and conspicuously as “Confidential Information” in hard copy or PDF, which is disclosed by way of USB drive, e-mail, PowerPoint presentation, hard copy documents which includes, but is not limited to: (i) any marketing strategies, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) technical information, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, specifications, flow charts. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. However, for the avoidance of doubt, in order to qualify as Confidential Information under this Agreement, any such data or information must specifically be marked specifically and conspicuously as “Confidential Information” so that any reasonable man may identify it easily as Confidential Information and be alerted as to its nature, sensitivity and importance. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets.
  Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: a) was lawfully possessed, as evidenced by the Receiving Party’s records, by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known by the Receiving Party from a third-party source not under an obligation to Disclosing Party to maintain confidentiality; (c) is generally known by the public through no fault of or failure to act by the Receiving Party inconsistent with its obligations under this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 5 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement, as evidenced by the Receiving Party’s records, and without reference or access to any Confidential Information.

2. Interpretations

• Unless specified otherwise in this Agreement:
• a) Words importing persons or parties shall mean and include natural persons, firms and corporations and any organization having legal capacity, as applicable.
• b) Words importing the singular include the plural and vice versa where the context so requires.
• c) References to any law shall include such law as are from time to time enacted, amended, supplemented or re-enacted.
• d) Reference to any gender includes a reference to all other genders.
• e) References to the words "include" or "including" shall be construed without limitation.
• f) References to this Agreement or any other agreement, deed or other instrument or document shall be construed as a reference to such agreement, deed or other instrument or document as the same may from time to time be amended, varied supplemented or notated.
• g) The recitals contained herein shall constitute an integral and operative part of this Agreement.

3. Duration Of The Agreement

This Agreement shall become effective from the date when the Second Party is registered to the First Party’s portal subject to verification of the documents and information provided or attached with the Registration Form and satisfaction of the First Party and shall remain valid for 1 (one) year starting from the day Second Party has registered on the portal of the First Party and thereafter the Agreement shall be automatically renewed for further periods of 1 (one) year and continue to be renewed unless it is terminated by either Party in accordance with clause 18 of this Agreement.

4. Order Placement

• a) The Second Party shall open an account on the portal of the First Party by using his/her/its phone number, which has been provided by the Second Party to the First Party while registering (hereinafter referred to as the “Second Party’s mgX Account”)
• b) The Second Party shall place all orders with the First Party only through himself/herself and in case of company one of its Authorized Representatives identified and stated in the Registration Form ; and for this purpose, the Second Party shall be bound by the acts or omissions of the Second Party’s Authorized Representative. The details of the Authorized Representative shall be inserted in the Annexure-C of this Agreement.er to the First Party in the following manner:
  • i. The order may be placed by logging into www.mgx.com; or
  • ii. Through the Internet Portal where the Second Party will manually place the order for getting First Party’s Service or through an API integration system.
  • iii. By emailing the shipment details in mgX prescribed format to mgX concerned personnel.
  The Second Party has provided the First Party a list of the names of its’ employees (the “Authorized Representatives”) along with their designations, national ID Numbers, phone numbers and signatures in the Registration Form. Each one of them are hereinafter inliidually referred to as the “Authorized Representative” who will be responsible for placing the Order to the First Party on behalf of the Second Party.
• c) That if there is any change in the Authorized Representative that has been provided before, then the Second Party shall immediately inform and notify the First Party in writing to the address stated above or to the email [cs.bd@mgx.com;info.bd@mgx.com] , and the said letter or email shall be sent by the Managing Director or Chairman or any other person who is duly authorized by the board resolution of the Second Party. The Second Party shall be liable for all losses and damages arising out of the failure of the Second Party to notify the First Party of the change.
• d) Under the Agreement the Second Party’s Authorized Representative shall be considered as the Second Party’s agent.

5. Service Area

The First Party shall be responsible to provide its Services within the locations as advised by the Second Party.

6. Pick Up

• a) The Second Party will prepare all the Package(s), which it intends to handover to the First Party with a request to deliver them to its Customer, in compliance with the mgX Conditions of Carriage as attached in Annexure-E. The First Party will pick up all the Package(s) along with the Invoice issued by the Second Party in between 9 am to 10 pm on the Appropriate Day. The Second Party must ensure that their Package(s) are “sealed” and is strong enough to sustain reasonable “wear-and-tear” expected in the course of transporting an item, and are held in water proof packaging to prevent damage in rainy season.
• b) The Second Party hereby represents and covenants that the Package(s) shall comply with the mgX Conditions of Carriage as contained in Annexure-E. In no event shall the Package(s) contain any illegal items or any contraband items or any items, the possession of which requires license from a regulatory authority the Second Party shall indemnify the First Party for any and all damages and loss suffered including any and all legal expenses and costs, including but not limited to, court costs and attorney’s fees if any such illegal or prohibited items found in the Package.
• c) The Second Party hereby undertakes that the liability of any Goods packed by the Second Party shall always remain with the Second Party regardless of Possession of the Goods.

7. Package, Recheck & Security

• a) All Packages must be prepared and packed by the Second Party for safe transportation by road assuming ordinary care in handling in an express-transportation environment and in compliance with all applicable laws, regulations and rules, including those governing packing, marking and labeling. Each Package must be legibly and durably marked with the name, street and city address including postcode of the Customer.
• b) The First Party will have the right to open any and all Package(s) for the purpose of security checking & reserves the right to involve law enforcement officials if any illegal Goods is suspected inside the Package.
• c) The suspected Package(s) will be opened in presence of an employee of Branch Manager or Manager level of the First Party at a specific place of the First Party’s office covered with CCTV camera. In the event any illegal, harmful or prohibited Goods is found inside the Package(s) the First Party will immediately inform law enforcement agencies and those illegal, harmful or prohibited Goods will be handed over to the law enforcement agencies. If the Second Party desires to be present at the time of opening the Package(s) the First Party will allow the presence of the Second Party.
• d) If any illegal, harmful or prohibited Goods is identified inside the Package(s) of the Second Party by any government agencies during carriage by the First Party, being the owner of the Package(s) the liability of those illegal, harmful or prohibited Goods will remain with the Second Party.
• e) If the First Party receives any Package contains of illegal, harmful or expired Goods from the Second Party under any circumstances the First party shall not take any liabilities of such Goods and the Second Party will solely be liable for those illegal, harmful or expired Goods.

8. Assignment Of Customer

• a) The Second Party must hand over the Package to the First Party along with the name, address and phone/mobile number of the Customer. The Second Party guarantees that the information about its’ Customer’s names, addresses and phone numbers are correct.
• b) The Second Party ensures that the Customers have a true intention of receiving the Package and the Packages are in accordance with the specification and order of the Customer.

9. Delivery, Exchange And Return Of The Package

• a) All the Package(s) provided by the Second Party will be delivered by the First Party to the Customers within 2 (two) to 168 (one hundred sixty eight) hours of pick up based on the delivery locations except for any Force Majeure event as defined in this Agreement.
• b) If the Customer is unavailable to receive the Package or does not receive the First Party’s phone call or none is found at the delivery address or the Customer requests the First Party to deliver at a different time the First Party shall notify it to the Second Party within 12 (twelve) hours of visiting the delivery address. In the event the First Party takes all reasonable steps to deliver the Package to the Customer but the Customer does not receive the Package, or rejects or refuse to accept the Package for any reason including but not limited to quality issues of the product, wrong product and/or size mismatch, or it is found that the name, address and/or phone number of the Customer is false or wrong and due to these reasons the Packages remain undelivered (the “Unsuccessful Delivery”) then the Second Party will be liable to pay the First Party agreed Service Charge as mentioned in Annexure- A along with the additional charge as per Annexure- B of this Agreement for the Unsuccessful Delivery.
• c) If Customer rejects the Package during a delivery attempt or it is found that the name, address and/or phone number of the Customer is false or wrong then the First Party will return the Package to the Second Party within 7 (Seven) days if the Order is inside Dhaka and 14 (Fourteen) days if the Order is outside Dhaka. The time period shall start from the date of Unsuccessful Delivery.
• d) The First Party will update the Second Party with the status of undelivered packages within the 3 (Three) days of unsuccessful delivery.
• e) The First Party shall endeavor to take reasonable steps to ensure that all deliveries are made between 10:00 am and 10:00 pm to avoid the Customer’s inconvenience.

10. Service Charge And Payment Mechanism

• a) The Second Party shall make advance payment to the First Party for any advised delivery while placing the order if the delivery of the Packages is not Cash on Delivery. On the other hand the Second Party will regularly and punctually pay to the First Party for each successful Cash on Delivery as per the agreed rates/price attached in Annexure-A and for any Unsuccessful Delivery the First Party will charge the Second Party as per the agreed rates/price attached in Annexure-B. This rate will be applicable for 12 (twelve) months starting from Effective Date of this Agreement. However, the rate may be revised by the First Party, at its discretion, after giving 7 (seven) days written notice to the Second Party.
• b) The First Party will have the right to adjust/reconcile/set off Service Charge along with any other changes from the money collected under clause 11 of this Agreement by the First Party from the Customer(s) of the Second Party at the time of weekly payment to the Second Party.
• c) In case of Cash on Delivery the First Party will submit invoice to the Second Party for the amount which will remain outstanding after deduction of Service Charge from the money collected under clause 11 of the Agreement on every week and the payment shall be made by the Second Party within 7 (seven) days of submission of the invoice.
• d) The Service Charges are exclusive of Value Added Tax (VAT) and any other Taxes applicable as per the laws of Bangladesh.

11. Collection Of Customer’s Payment

• a) The default payment collection mode will be- “Cash on Delivery” by the First Party from the Customer at the time of delivery of the Package(s), unless the Second Party informs the First Party otherwise in writing – for example, instance of exchanges or pre-payment to the Second Party by the Customer. The First Party shall collect the amount advised/directed by the Second Party from the Customer after delivering the Package to the Customer.
• b) In case of delivery of any official/personal documents or Packages whose payment has already been made by the Customer directly to the Second Party, the Second Party shall pay the Service Charge along with other changes (if any) to the First Party in advance at the time of placement of order.
• c) The money collected from the Customer under clause 11 (a) of this Agreement shall be paid by the First Party to the Second Party within 7 (seven) working days of the status marked as delivered. The mode of payment will be via bank transfer or Bkash or Nagad merchant account. The First Party will transfer the money to the designated bank account or Bkash or Nagad merchant account provided by the Second Party. The Service Charges for successful deliveries and Unsuccessful Deliveries together with other associated charges will be adjusted before making payment of the collected amount to the Second Party.
• d) The details of the designated bank account and Bkash or Nagad merchant account number of the Second Party will be updated from time to time in the Second Party’s mgX account by the Second Party.

12. Title And Risk

• a) All risks and liabilities of the Package(s) and/or documents handed over to the First Party shall always remain with the Second Party until it is delivered to the Customer and upon such delivery the risks and liabilities will pass to the Customer. The First Party will only be a custodian of the Packages and/or documents whereas the Second Party will hold the title of the Packages until it is delivered to the Customer by the First Party.
• b) The risk and title to all money collected by the First Party against successful deliveries of Package(s) from the Customer(s), shall always remain with the Second Party. The First Party shall only be a custodian of the money collected from the Customer and in this regard the First Party will act as the agent of the Second Party;
• c) If any Package is damaged in custody of the First Party for any reason other than making package without complying the packaging obligation stated in clause 7 of the Agreement and mgX Conditions of Carriage, the First Party will notify to Second Party within 5(five) days and compensate within 15 (fifteen) days from the date of notification to the Second Party for the value of the Package or the compensation amount will be fixed by discussing between the parties.

13. Declaration In Regards To Package(S) And Goods

• a) The Second Party hereby declares that it shall be obliged to give true declaration in regards to the size, quantity, value and nature of the Goods inside the Package(s).
• b) The Second Party hereby declares that the Package(s) will not contain any Goods which are unacceptable for carriage under the mgX Conditions of Carriage and prohibited under the laws of Bangladesh, including but not limited to money, explosives, human corpses or body parts, firearms, weaponry, ammunition and their parts, plants and plant material, pornography and/or obscene material, hazardous waste, dangerous goods, dead or alive animal, packages that are wrapped in kraft paper, lottery tickets, gambling devices where prohibited by law etc.;
• c) The Second Party undertakes that all Package(s) are prepared and packed for safe transportation. The Package(s) of the Goods are made in compliance will all applicable laws, regulations and rules, including but not limited to domestic and international packing, marking and labelling rules;
• d) The Second Party acknowledges and declares that it shall be held responsible for using any unusual or giving false address, bringing or transporting Goods on the basis of false declaration and in such case there shall be no obligation on the First Party, and in that case, the Second Party shall not be entitled to claim any compensation from the First Party.
• e) The Second Party confirms that the declaration in regards to the Package(s) and Goods are true and accurate and understands that any false declaration shall entitle mgX, without prejudice to its rights under the Law, to report the Second Party and all employees of the Second Party the appropriate authority for necessary action under the law. mgX shall also be entitled to take appropriate action against the Second Party under the relevant laws of Bangladesh including but not limited to Section 418 and Section 420 of the Penal Code, 1860 of Bangladesh and Section 64 of the Post Office Act, 1898;

14. Insurance

The Second Party shall maintain at its sole expense, throughout the Term of this Agreement and the extensions thereto, maintain with a reputable insurance company sufficient insurance coverage in respect of all possible risks/threats/losses that may result from the obligations under this Agreement and in the form and manner satisfactory to the First Party and shall also submit a copy of the policy to First Party.

15. Limitation Of Liability

• a) The First Party shall under no circumstances whatever be liable to the Second Party, whether in contract, tort (including negligence, breach of statutory or other duty), or otherwise, for any loss of any costs, loss, liability, damage, loss of profits, loss of business, or for wasted expenditure, whether direct, indirect, special, incidental or consequential loss arising under or in connection with the Agreement; and
• b) The First Party's total liability to the Second Party in respect of all losses arising under or in connection with the Agreement, whether in contract, tort (including negligence, breach of statutory or other duty), or otherwise, shall in no circumstances exceed the declared value of the Package damaged.

16. Indemnity

Each of the Parties agree to indemnify, defend and hold harmless the other Party, its Affiliates, directors, officers, representatives, employees and agents (collectively, the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including without limitation reasonable attorneys’ fees and reasonable disbursements at actual) (collectively, “Loss”) asserted against or incurred by the Indemnified Persons, to the extent directly suffered (excluding consequential or special losses), as a result of, arising from, or in connection with or relating to any matter inconsistent with, or any breach or inaccuracy of any representation, warranty, covenant or agreement made or failure to perform (whether in whole or part) any obligation required to be performed by them under this Agreement or non-observance / noncompliance of any applicable laws, rules and regulations.

17. Marketing

• a) The First Party may, in its discretion, conduct marketing activities to promote the Services under this Agreement.
• b) The Second Party agrees to have the First Party’s portal link on its web site without any charge.
• c) The First Party may widely circulate this option through mobile SMS, leaflet, brochure, newspaper, FM radio or any other means.
• d) The Second Party may conduct marketing activities to promote the First Party’s Service as per the mutually decided manner between the Parties.
• e) The Second Party shall take prior written approval of the First Party before communicating/publishing/advertising any communication/publication/ advertisement or the First Party’s service marks, trade names, symbols, emblems, insignia, fascia, slogans, copyrights in any form (electronic, physical or otherwise) related or referring to the First Party for any purpose whatsoever and shall ensure compliance with the First Party’s guidelines.
• f) The First Party shall take prior written approval of the Second Party before communicating/publishing/ advertising any communication/publication/ advertisement or the Second Party’s service marks, trade names, symbols, emblems, insignia, fascia, slogans, copyrights in any form (electronic, physical or otherwise) related or referring to the Second Party for any purpose whatsoever and shall ensure compliance with the Second Party’s guidelines.

18. Termination Of The Agreement

• a) This Agreement may be terminated by either Party:

  (i) at any time by giving 30 (thirty) days’ prior written notice to the other Party without assigning any reason thereof; or

  (ii) by giving 7 (seven) days’ written notice to the other Party, if any Party breaches a performance, representation, warranty or material obligation of this Agreement and fails to cure the breach within 7 (seven) days from the receipt of a written request to cure from the non-breaching Party; or

  (iii) by giving 7 (seven) days’ written notice to the other Party, if in the opinion of either Party the activities of the other Party goes against or prejudices the other Party’s interests; or

  (iv) immediately, upon written notice by either Party, if the other Party ceases or threatens to cease to carry on all or a substantial part of its business, or becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for its business, or an order is made for the winding-up (other than for the purposes of amalgamation or reconstruction) or for any material breach by any Party.
• b) Notwithstanding any other rights and remedies provided elsewhere in this Agreement, on termination of this Agreement:

  (i) Neither Party shall represent the other Party in any of its dealings.

  (ii) Neither Party shall intentionally or otherwise commit any act that would make a third party believe that the other Party is still associated with the former Party in terms of this Agreement.

  (iii) Each Party shall immediately stop using the other Party’s name, trade mark, Intellectual Property, etc. in any audio or visual form for any activity whatsoever and return/destroy, as directed by the other Party, all Intellectual Property/ information of the other Parties in its possession.

  (iv) Neither Party shall be entitled to claim any amount of loss or compensation for termination of this Agreement.
• c) Each Party must, at the requisition of the other Party, either:

  (i) return the other Party’s equipment, promotional materials and Confidential Information, or

  (ii) destroy or delete other Party’s Confidential Information and certify to the concerned Party in writing that it has done so.
• d) Upon the termination of this Agreement for any reason whatsoever, the Parties agree to resolve all payment related issues, mutually and amicably between them, within 30 (thirty) days of such termination.
• e) The expiry or termination of this Agreement for any reason shall not affect any rights and / or obligations

  (i) accrued before the date of termination or expiry; or

  (ii) expressed or intended herein to continue in force after and despite expiry or termination.

19. Force Majeure

If either Party fails to perform its obligations or delays performance under this Agreement due to causes beyond its reasonable control including but not limited to an Act of God, war, fire, blockade, strikes (hereinafter referred to as “Force Majeure”, excluding strikes by its own personnel) or natural catastrophe, then that Party shall not be held responsible for any loss or damage which may be incurred by the other Party as a result of such failure or delay.
Each of the Parties agrees to give notice forthwith to the other upon becoming aware of an event of Force Majeure such notice to contain details of the circumstances giving rise to the event of Force Majeure.
If the period exceeds One (1) month and the resumption of operation is not possible in the opinion of a Party, then in such a situation this Agreement may be terminated with immediate effect, at the instance any affected Party/ies. The Parties herein, in such event, shall not have any claim whatsoever against each other (except for any pending payment liability) in respect of the termination of this Agreement as a result of an event of Force Majeure and this Agreement shall be treated as closed on mutual consent without any further liability.

20. Representations And Warranties

• a) The Second Party is legally eligible to enter into this Agreement and/or it is duly registered/incorporated and validly existed under the laws of Bangladesh and has the power to own any assets and to conduct its business and have sufficient technical knowledge and all necessary resources for performing the obligations as contemplated under this Agreement;
• b) The Second Party has all necessary statutory and regulatory permissions, approvals permits and license(s) for the running and the operation of its establishment and for the conduct of its business, more particularly, for performing its obligations under this Agreement;
• c) The execution of this Agreement and the performance of its obligations under this Agreement and the implementations of the terms and conditions contemplated hereby do not constitute a breach of any agreement, arrangement or understanding, oral or written, entered into by it with any third party;
• d) The execution of this Agreement and the performance of its obligations under this Agreement and implementation of terms and conditions contemplated hereby are not violation of any statute, regulation, rule, order, decree, injunction or any other restriction of any government agency or court of law or of any regulations authority to which it is subject or of any of the provisions of its’ constitutional documents.
• e) The Second Party has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and has been fully authorized by all requisite corporate actions to do so;
• f) No liquidation or insolvency proceedings have been initiated against it.

21. Confidentiality

• a) All Confidential Information of the First Party shall be considered to be the trade secrets of the First Party and they shall be entitled to all protections given by the law of trade secrets.
• b) All Confidential Information of the Second Party shall be considered to be the trade secrets of the Second Party and they shall be entitled to all protections given by the law of trade secrets.
• c) This Agreement and related contents are confidential and neither Party shall disclose the contents either in full or in part to any third Party either in hard or soft format without the prior written approval from the other Party.
• d) The Parties covenant and agree to keep confidential and secret, whether stated to be confidential or not, all verbal and written communications and all other information that the Parties came to know pursuant to the relationship created by this Agreement.
• e) The Parties shall not use or disclose to any person, firm, corporation or other business entity any Confidential Information of First Party and/or Confidential Information of Second Party, and shall not in any other way publicly or privately disseminate any Confidential Information of First Party and/or Confidential Information of Second Party, and shall not help anyone else to do any of these.
• f) Both parties acknowledge that the Confidential Information of the First Party and the Confidential Information of Second Party to be disclosed hereunder is sensitive, of unique and valuable character, and that the unauthorized dissemination of the Confidential Information of the First Party and the Confidential Information of Second Party would destroy or diminish the value of such information. Notwithstanding anything stated herein, any loss/damage caused to the affected Party shall be recoverable from the breaching Party. Further, the affected party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be without prejudice to any other remedies available hereunder, whether at law or in equity. The affected Party shall be entitled to recover from the breaching party its costs and fees, including reasonable lawyers’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this agreement, the prevailing Party shall be entitled to recover its reasonable lawyer’s fees and expenses.
• g) The liabilities of the Parties under this Confidentiality clause shall remain valid and effective for three (03) year, upon the expiration or termination of this Agreement.

22. Intellectual Property

Unless expressly stated herein, nothing in this Agreement shall be deemed to confer any assignment or license of the Intellectual Property rights of the First Party to the Second Party and vice versa and all the Intellectual Property rights of the parties shall remain the property of the respective parties.
All such Intellectual Property rights are the exclusive properties of the respective Parties, and the other Party is only permitted to use the Intellectual Property rights in the manner specified in this Agreement or contained in the written instructions issued by the respective Parties, or as agreed by the Parties. The Parties shall comply with all specific instructions from the other Party and procedures pertaining to the Intellectual Property rights prescribed by the Parties from time to time, and shall obtain written approval of the other Party in the manner set out herein for all advertisements, publications and communications including or referring to the Intellectual Property rights.

23. Governing Law And Dispute Resolution

• a) This Agreement shall be governed by and interpreted in accordance with the laws of the People’s Republic of Bangladesh.
• b) If any dispute or claim arises out of or in connection with this Agreement, including breach, interpretation, termination or invalidity hereof, the Parties shall try to resolve the issue amicably by mutual understanding upon receipt of written notice of such dispute or claim by the affected Party to the other Party requesting for an amicable settlement. If there is no amicable settlement within a period of 15 (fifteen) days of receipt of written notice by the affected Party and the Parties did not agree in writing to extend the time for the settlement, the issue shall be finally resolved by arbitration in accordance with the Arbitration Act, 2001 prevailing in Bangladesh. For the purpose of such arbitration, there shall be 1 (One) arbitrator, jointly appointed by the Parties within 15 (fifteen) days of the arbitration notice, failing which, within the next 15 (fifteen) days, each of the Parties shall appoint 1 (One) arbitrator each(retired and former Justice of the High Court) and the 2 (Two) arbitrators so appointed shall then, jointly appoint a third (3rd) arbitrator(retired and former Justice of the Appellate Division or Chief Justice), who shall serve as the presiding arbitrator. All arbitration proceedings shall be conducted in the English language and the place of arbitration shall be Dhaka, Bangladesh. The decision of the Tribunal shall be regarded as final and binding on both the Parties to this Agreement. Each Party shall bear its own costs, charges and fees of such arbitration.

24. Notice

• a) All notices, documents, consents, approvals or other communication to be given hereunder (a ‘Notice’) shall be in writing and shall be transmitted by hand or registered or recorded delivery mail, or by telex, facsimile or other electronic means in a form generating a record copy to the Party being served at the addresses that was entered while registering;
• a) Any Notice sent by registered post, courier service, telex, facsimile, e-mail or other electronic means shall be deemed to have been duly served on the day of transmission.

25. Miscellaneous

• a) None of the rights, interest or obligations hereof may be assigned by any party without the prior written consent of the other party.
• b) The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties and that this Agreement is for the sole and express purpose of the rendering of the specific Services by the First Party to the Second Party under the terms and conditions herein.
• c) In the event that any provision of the Agreement shall be deemed or declared to be unenforceable, invalid or void by law, the same shall not impair any other provision of the Agreement but the parties hereto shall negotiate a substitute provision or amend the other provisions of the Agreement so as to produce a result which preserves as nearly as possible the economic balance of the Agreement, as the case may be.
• d) The Second Party shall not assign any right or delegate any of its obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the First Party. Any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement.
• e) Failure by the First Party at any time to enforce any obligation of the Second Party to claim a breach of any term of this Agreement or to exercise any power agreed to hereunder, will not be construed as a waiver of any right, power or obligation under this Agreement and it will not affect any subsequent breach and will not prejudice the First Party as regards any subsequent action..
• f) Addition of any new term and/or omission of any existing term in this Agreement may be considered on mutual agreement of both Parties.
• g) The Second Party shall indemnify the First Party, its parent companies, its affiliates and subsidiaries and their respective agents, officers, directors and employees from and against any claim, action, demand, loss, damage, expenses or any other claims, including but not limited to third party claims, loss, cost, fines, amounts paid in settlement, and reasonable legal fees and expenses arising out of or related to any of the following reasons: (i) violation of any term and condition of this Agreement by the Second Party ; (ii) the negligence, gross negligence, bad faith, intentional or willful misconduct of the Second Party or its respective employees or authorized representatives; or (iii) bodily injury, death or damage that may be suffered by the personnel of the Second Party during the course of providing Service.
• h) Agreement includes any schedules, annexure and appendices (if any) and represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each Party. No addition, amendment to or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of both Parties.
• i) Each Party shall bear its own costs incurred in the negotiation, preparation and execution of this Agreement.
• j) All representations, warranties, covenant(s) and conditions not expressly contained herein or not necessarily implied by operation of law are hereby expressly excluded.
• k) The recitals contained herein shall constitute an integral and operative part of this Agreement.
• l) The subject-headings of this Agreement are for the purpose of reference only and shall not affect the construction or interpretation of any of its provisions.
• Addition of any new term and/or omission of any existing term in this Agreement may be considered on mutual agreement of both Parties.
• The parties hereto have executed this Agreement on the date and year when the Second Party has successfully registered with the First Party’s portal. By going forward or by using service of first party both the Parties agree to all the terms and conditions of this Agreement and in Condition of Carriage (Annexure E) and Rate Chart (Annexure A and B). First Party will provide all Annexures upon request.