Legal Opinion on Agreement for supply of Banking services.

Dated: July 25, 2007

Mr. A

B Company Secretary

Head Office/ Principal Branch

Company 1

66 Dilkusha C/A

Dhaka-1000.

RE:     LEGAL OPINION ON AGREEMENT FOR SUPPLY OF BANKING SERVICES.

Dear Sir,

We refer to your letter dated 17 July 2007 on the above subject.

We have perused the contents of your letter and other papers/documents referred to us in connection with the above-mentioned matter.

Our opinion on the draft AGREEMENT FOR THE PROVISION OF SERVICES is given below:

Clause/Paragraph Comments
Paragraph 4 of the 1st Page of  Agreement Please delete Clause a)  and replace as follows:

“a) COMPANY 1 wishes to engage a Company who shall provide the services of Sale of Products and collection for Dhaka office of COMPANY 1 and the services of Sale of Products for Chittagong office of COMPANY 1.”
Clause 1.1 Please delete the definition of “Products” and replace as follows:

“Products” mean the products and services of COMPANY 1 as contained in the SCHEDULE OF PRODUCTS AND SERVICES hereunder.
Clause 3 In the 1stline of Clause 3 please delete “as” and replace it with “in relation to the Products” and also delete “Schedule” and replace it with “SCHEDULE OF PRODUCTS AND SERVICES”.In the 2nd line of Clause 3 please delete (“Schedule of Services”).
Clause 3.4Services: Please delete Clause 3.4 and replace it as follows:

“3.4 Ensuring efficient service(s) to the Customers by responding to their enquiries about the Products promptly and accurately.”
Clause 4.DUTIES OF THE FIRM: Please delete Clause 4 and replace it as follows:“4. DUTIES OF THE FIRM

Throughout the terms of this Agreement, the Firm shall use its endeavors/activities to market the Products and Services of COMPANY 1 with a view to promote the interest and business of COMPANY 1. In particular, without limitation, the Firm and its employees shall-”
Clause 4.19 In the 1st line of Clause 4.19 please delete “charges” and replace it with “charged” and delete “or” and replace it with “of”.
Clause 4.a to 4.j In these Clauses duties have been imposed upon the Employees of the Firm. As the Employees are not parties to this Agreement, these duties shall not bind them. Therefore, we suggest you to delete Clauses 4.a to 4.j and replace it with the following:4.a The Firm undertakes to ensure that the Employees shall:

a) market the Products by approaching physically to the prospective  clients and through individual contact;

b)      create the market at their own initiatives and market the product with their personal skill;

c)acquire detailed knowledge of the Products and Services of COMPANY 1, the specially adaptability of  Shariah law

d) abide by and apply the Shariah law.

e) submit weekly report to the concerned Managers of the Firm of their achievement.

f)be aware of the fact that their jobs are target and result oriented challenging jobs. That is, they will be given a target and their performance will be measured according to this target.

g) also pursue any prospective clients which may be identified by any of the officers of COMPANY 1 after consulting with DMD/Managers of the Firm.

h)collect overdues from the defaulting clients of COMPANY 1 as per instruction of the in charge?Investment/Managers of COMPANY 1.

i) perform other deposit and collection oriented tasks like maintaining of Management of Information System (MIS) of their completed jobs, regular maintenance of ledger, note book etc.

j) be responsible for their work to the concerned managers of the Firm.

k)have computer expertise. They shall themselves prepare their own report.”
Clause 5.DUTIES OF COMPANY 1: Please delete the 1stline of Clause 5 and replace as follows:“COMPANY 1 shall perform during the continuance of the Agreement:”
Clause 6.RIGHTS OF COMPANY 1: Please delete the 1stline of Clause 6 and replace as follows:

“COMPANY 1 itself reserves the right notwithstanding anything to the contrary herein contained:”

In Clause 6.1 please delete “Schedule” and replace it with “SCHEDULE OF PRODUCTS AND SERVICES”.
Clauses 7.6 – 7.11 In Clauses 7.6 to 7.11 it has been stated that the Employees shall be given salary, conveyance, festival bonus, incentives, annual increments and higher remuneration. However, it has not been stated as to who shall provide these salaries, conveyances etc. COMPANY 1 or the Firm. Please check the matter and rectify the same.
Clauses 10.3 and 10.4 In Clauses 10.3 and 10.4 please delete “They” and replace it with “The Employees”.
Clause 10.5 In Clauses 10.5 please delete “any officer” and replace it with “any Employee”.
Clause 11.2TERMINATION: Please delete Clause 11.2 and replace as follows:

“11.2 If the Firm goes into bankruptcy, receivership, liquidation (except for the purpose of amalgamation or reconstruction) or enters into arrangements with its creditors ceases or threatens to cease business or is unable to pay its debts in the normal course of business; or”
Clause 12.2CONSEQUENCES OF TERMINATION: Please delete Clause 12.2  and replace as follows:

“12.2 COMPANY 1 shall be entitled to repossess such documents and advertising promotional materials and furniture & fixture of the office for which COMPANY 1 has already paid for, from any premises of the Firm where they may be located at. The Firm hereby grants an irrevocable license to COMPANY 1, its employees or agents to enter upon such premises of the Firm in order to reposes in the manner as stated above.”
Clause 12.4CONSEQUENCES OF TERMINATION: Please delete Clause 12.4 and replace as follows:

“12.4 The Firm shall not be entitled to compensation from COMPANY 1 for such termination.”
Clause 13.INDEMNITY : Please delete the 1stline of Clause 13 and replace as follows:

“13. The Firm hereby indemnifies and agrees to keep COMPANY 1 indemnified against any and/or all losses, damages, costs, charges and other expenses which may be caused to or suffered or incurred by COMPANY 1 by reason of:”
Clause 15.6MISCELLANEOUS: Please delete the 1st Line of this paragraph and replace as follows:

“Any notice (including any request, instruction, waiver or any other document) to be”
Clause 16.COSTS: Please delete Clause 16 and replace as follows:

“16. The parties shall each be responsible for the costs of their respective professional advisors and agents in relation to the preparation, negotiation, execution and completion of this agreement.”
Clause 17.LAW: Please delete Clause 17 and replace as follows:

“17. This Agreement shall be governed and construed in all respects in accordance with the laws of Bangladesh.”

Subject to the above, the draft agreement referred to us appear to be in order.

If you have any further query, please do not hesitate to contact the undersigned.

Thanking you.

Yours faithfully,

(___________________)

Barrister-at-Law

Drafted by:

The Lawyers & Jurists

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