Agreement Vetting

15. Feb, 2012

Dated: Agreement Vetting

Mr. X

Chief Operation Officer

EBL securities Limited,

59, Motijheel C/A

Dhaka-1000

Sub:     Vetting of the draft Agreement between LEADS Corporation Limited & Eastern Bank Securities Limited.

Dear Sir,

We refer to your letter No. LRK/Legal/2010/03 dated 22.06.2010 on the captioned subject and confirm having perused the contents thereof and it appears that EBL securities Limited is going to purchase software with services from LEADS Corporation Limited. Accordingly, we have scrupulously perused the draft Agreement for sale and our view in relation to the same is as follows:

Page/ Clause/ Paragraph

 

Comments

age 1

Para-3

Line 1

 Please delete “Eastern Bank Securities Ltd……………. As the EBSL”and replace by the following Address of EBLSL

“EBL securities Limited, a private Company limited by shares incorporated in Bangladesh under the relevant Companies Act, 1994 having its office address at 59, Motijheel C/A, Dhaka-1000, represented by its Managing Director hereinafter referred to as the ‘EBLSL’”

Page-2, Para-1

Line-1

 Please delete the word “HO”

Page-2, Para-1

Line-2

 Please insert “Appendix A”

Page-2, Para-2

Line-2

 Please delete the word “HO”

Page-2, Para-3

Line-2

 Please delete the word “HO”

Page-2, Clause-I

Line-2&3

 Please delete “Eastern Bank Securities Ltd” and replace by “EBL securities Limited”

Page-2, Clause-IV

Line-1

 Please delete “Eastern Bank Securities Ltd” and replace by “EBL securities Limited”

Page-2

Clause-IV & V

 Please check the License fee & payment method

Page-5,

Clause- Confidentiality

 Please delete the existing clause of confidentiality and replace by as follows;“CONFIDENTIALITY:The LEADS shall maintain strict confidentiality and not divulge or make accessible any information or document relating to EBLSL to any other person or party, including but not limited to, information or documents relating to EBLSL’s processes, products, employees, clients, customers, agents, finances, operations, transactions and policies, or utilize the same for any purpose whatsoever”

New Clause

 Please insert the following new clause  Assignment: This Agreement, or any of the rights and obligations of the parties arising hereunder, may not be assigned by either Party to any third party without the prior written consent of the other.

New Clause

 Please insert the following new clauseINDEMNITY:To the fullest extent permitted by law, the LEADS shall indemnify EBLSL and hold it harmless from and against any and all claims, losses, costs, expenses, damages, liabilities or other consequences arising out of the omission, fault, act, negligence, misconduct or default by the LEADS or any of its employees in relation to the performance of the Services by the LEADS.

New Clause

 Please insert the following new clause Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of Bangladesh, and shall be subject to the exclusive jurisdiction of the courts of Bangladesh.

New Clause

 Please insert the following new clause  Arbitration:

 “All disputes and differences and claims and questions whatsoever which shall arise either during the continuance of the Agreement or afterwards either between the parties hereto or their respective representatives touching these presents, or any account or liability between the parties hereto, or as to any act, deed or omission of any hereto in any way relating to these presents, if the dispute is not settled amicably within 30(thirty) days from the date of the dispute, shall be referred to arbitration of two arbitrators, one to be appointed by each party and a third arbitrator/umpire to be appointed by the mutual consent of the two arbitrators so appointed by the parties. Such arbitration shall be in accordance with and subject to the provisions of the Arbitration Act, 2001”
General Please delete the word of “EBSL” and replace by “EBLSL” right through the agreement. 
General Please change the name of the company after duly approved by the RJSC
General Please re-check the Commercial and Technical Terms used in the Agreement and stipulate the necessary information in the gaps if left in the entire Agreement.
General Please fill in all blanks and insert appropriate dates in the draft Agreement.

 Apart from the above, all other terms and conditions of the Agreement are found in order and would not be construed against interest of the EBLSL.

Please be noted that the Agreement is required to be printed on non-judicial stamp papers worth of Tk. 150.00. Should you have any query please do not hesitate to revert back to us.

Thanking you,

Yours sincerely,

For: The Lawyers & Jurists

M.L.Hotel Tower Ltd,

208,Shahid Syed Nazrul Islam Sarani,

Bijoy Nagar, Dhaka-1000.

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