RE: Legal Vetting On Intellectual Property Rights-Assignment within the Company 1 group and Addendum to the License Agreement and Service Agreement.
We refer to your letter no. …………. dated 28 August 2006 on the above subject and also to our legal opinion no. ……………… dated April 19 2006.
From your letter no. …………, it appears that by a letter, dated March 2006, COMPANY 1 Headquarters SA informed BANK 1 (“the Bank”), which has executed a Software Agreement with COMPANY 1, that if the Bank wishes it may assign the Software Agreement to COMPANY 1 Headquarters SA. We gave our legal opinion (no. …………… dated April 19 2006) on the said letter from COMPANY 1 Headquarters SA, and among other things we advised the Bank to inform COMPANY 1 about receipt of the letter from COMPANY 1 Headquarters SA and to seek the clarification of COMPANY 1. The Bank followed our opinion and informed COMPANY 1 as advised. Accordingly COMPANY 1 has sent a letter dated August 21st 2006 confirming the request to assign.
In these circumstances, the Bank requires our legal opinion on the letter sent by COMPANY 1 on August 21st 2006. We also have been asked to give our advice as to whether the Amendment Letter to the Software Agreement should be executed on stamp paper and if so what would be the content of the amendment.
The letter sent by COMPANY 1 on August 21st 2006 is identical to the letter sent by COMPANY 1 Headquarters SA dated March 2006 (except for the date in paragraph 7, line 4). As such the legal opinion no. …………… given by us on April 19 2006 will apply to the letter sent by COMPANY 1 dated August 21st 2006.
The Amendment Letter/Addendum to the Software Agreement is an agreement between the Bank and COMPANY 1 and its assignees. As such if the agreement is to be enforced in Bangladesh, it has to be executed on non-judicial stamp of Tk.150.00 only. If the agreement is to be enforced outside Bangladesh, then no stamping is needed.
As to what should be the content of the amendment/Addendum, please refer to paragraph 2, page 2 of our legal opinion no. ………………. dated April 19 2006.
If you have any further query, please do not hesitate to contact the undersigned.
For: “The Lawyers & Jurists”