Memorandum of Understanding
This Memorandum of Understanding (hereinafter “MOU”) is executed on 01 July, 2025 at
57/E, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka, Bangladesh
BETWEEN
Pailodge registered under the Companies Act 1994 having its company address at 57/E, Kazi
Nazrul Islam Avenue, Kawran Bazar, Dhaka, Bangladesh - represented by its Managing
Director, Mr Lin which expression shall, unless it be repugnant to the meaning or context
thereof, be deemed to mean and include its successors-in-interests and assigns of the First
part.
AND
Sodesh IT, a company duly incorporated under the Companies Act 1994 having its corporate
office at House:465/12, Bondhu Nibash,West Rampura, Dhaka-1219, Bangladesh -
represented by its Chief Executive Officer, Md Nazim Uddin which expression shall, unless it
be repugnant to the meaning or context thereof, be deemed to mean and include its
successors-in-interests and assigns of the first of the Second part.
The first party and the second party are collectively referred to as “the Parties” and individually
as “the Party”.
RECITALS
WHEREAS Pailodge is a Bangladeshi company specializing in selling backpacks, luggage, &
other chinese products. Pailodge started his ecommerce business in bangladesh market from
April-2025
AND WHEREAS, Sodesh IT in the business of providing various services including web
application solution, web development, designing, apps development & digital marketing.
Sodesh IT provides all kinds of IT related services from top to bottom.
NOW THEREFORE, in consideration of the foregoing recitals and covenants and
conditions hereinafter set forth and subject always to the terms of a legally binding MOU
to be negotiated between the Parties.
NOW THIS MOU WITNESSETH AS FOLLOWS:
1. Purpose
The purpose of the MOU is to formalize the collaboration between Safe Life and Sheba
with regard to establishing a formal collaboration for a business engagement. The
collaboration entails the sale of s products through Sheba Shop, outlining the terms and
conditions governing this MOU.
2. Areas of Collaboration
2.1 Sheba shall on-board the products (Geyser and Water purifier) of the vendor to
Sheba Shop In order to start listing the products and materials, the vendor shall
provide detailed information of the Products and Materials including photo/image (if
available) and MRP of the Products and Materials.
2.2 The vendor shall ensure that the warranty, condition, undertaking, or terms
(express and/or Implied), statutory or otherwise, as to the condition, quality,
performance, merchantability, durability, or fitness of the Products supplied by
them are given and assumed by them.
2.3 If any Products delivered by the vendor do not comply with specifications, or are
otherwise not in conformity with the terms of this MOU, then without limiting any
other right or remedy Sheba and/or the customer may reject those Products and/or
also require the vendor to repair or replace the rejected Products at the vendor’s
own risk and expenses within five (5) Business Days of being requested to do so;
or require the vendor to repay the price of the rejected Products in full; and claim
damages for any other costs, expenses or losses resulting from the Products
delivered by the vendor.
2.4 The Vendor shall share product price from time to time before 24 hours of
implementation. Also, if any product is unavailable, the vendor will inform Sheba by
11 pm after getting an order list.
3. Period of Collaboration
Cooperation under this Memorandum of Understanding shall be effective for two (2)
years from the [INSERT DATE] to the [INSERT DATE] or the effective date of
execution of this memorandum by the parties’ authorized officer, as shall be agreed
by the parties The parties shall be at liberty, upon consultation and express
consensus of both contracting parties, to vary the duration of the MOU as shall be
agreed by the parties to the MOU. The memorandum shall remain in effect until
modification or termination by the parties via mutual consent or as prescribed in this
MOU.
4. Reporting Requirements/Reporting Provisions
The [INSERT DESIGNATION] of Safe Life and the [DESIGNATION] of Sheba will be
responsible for assessing all the work done and completed as part of the MoU.
Reporting shall be done at intervals of 15-30 days or as shall be expressly agreed
by both parties with regard to the modalities of the reporting procedures, as agreed
mutually which shall be evidenced in writing.
5. Intellectual Property/Publishing Rights
All intellectual property rights in all material (including but not limited to reports, data,
and designs whether or not electronically stored) produced by the parties pursuant
to the performance of the services shall be the property of the respective party in the
memorandum generating them unless otherwise agreed expressly in writing, and
communicated to the parties in the memorandum. The parties shall use intellectual
properties in good faith and as mutually agreed between them. Both parties shall not
act in such a manner that may amount to a breach of Intellectual Property Rights
under the prevailing laws of Bangladesh.
6. Confidentiality
During the validity of this MOU, either Party, in the course of performing its
obligations under this MOU, shall not reveal any Confidential Information which shall
include without limitation the Materials, the Deliverables, the specifications
developed by the parties, and any data, information, design, process, procedure,
formula or improvement that is commercially valuable to Sheba.xyz or Safe Life and
trade secrets of the other Party. Both the Parties undertake that they will ensure the
preservation of such confidentiality during the validity of this MOU and
thereafter: Neither party shall disclose the other party’s Confidential Information to
any third party without obtaining the prior written consent of the other Party.
7. Payment Terms
7.1. SSL may collect payment online or through Cash on Delivery from customers for each
order placed via the Sheba Shop.
7.2. Following customer confirmation of the order on the Sheba Shop, an invoice will be
automatically generated and provided to the customer through the app.
7.3. In addition to the customer invoice generated by the app, the vendor is required to
issue a separate invoice to Sheba for each product supplied.
8. Terms & Termination
This MOU can be extended subject to the consent of both parties. Until such extension, the
existing terms and conditions will remain unchanged.
MOU can be terminated by either party within 30 (Thirty) days’ notice in writing to another
party. However, outstanding issues and/or payments are to be settled before such
termination. After termination of the MOU, the financial liabilities, if due, will be cleared
within 30 (thirty) days from the termination date by the opposite party.
9. Dispute Resolution
9.1 Amicable Settlement
(a) The Parties shall use their best efforts to settle amicably all disputes arising out of
or in connection with this MOU or its interpretation.
9.2 Arbitration
(a) If the Parties are unable to reach a settlement within 28 (twenty eight) days of the
first written correspondence on the matter of disagreement, then either Party may
give notice to the other Party of its intention to commence arbitration in accordance
with Arbitration Act 2001. Any dispute and differences between the Parties on the
interpretation of the MOU or the rights and liabilities under it or the rights and
liabilities of the Parties shall be referred to 3 (three) Arbitrators. The Parties shall
nominate 1 (one) arbitrator each and the 2 (two) nominated arbitrators shall appoint
the 3 arbitrator who shall act as the Chairman of the arbitral tribunal. The decision
rd
of the Arbitrators shall be final and binding upon both the Parties. The arbitration
proceeding shall be conducted in English and shall take place in Dhaka,
Bangladesh.
10. Governing Law
This MOU shall be interpreted and governed in accordance with the laws of the People’s
Republic of Bangladesh. In acceptance of this Contract, both parties are requested to
sign below, at which time the Contract shall become legally binding upon both parties.
The first party is also requested to confirm that they will be supplying the goods within
the Delivery date mentioned above.
11. Enforceability Provisions
If any term or condition of this memorandum shall to any extent be found or held to be
invalid or unenforceable, the parties shall negotiate in good faith to amend such terms or
conditions of this MOU so as to be valid and enforceable. If any term or condition of this
memorandum shall to any extent be invalid or unenforceable, the remainder of this
memorandum shall not be affected and each other term and condition shall be valid and
enforceable to the fullest extent permitted by law
12. Amendment
Any changes made to the activities as set out in this Memorandum will be evaluated by
both parties and where such changes are required these will be renegotiated. The
amendments shall be subsequent to adequate prior express notice being provided to the
parties of the memorandum. The parties shall then convene a meeting to canvas and
pass a resolution with regard to the proposed amendments upon which a decision shall
be made by consensus on the amendments proposed to the memorandum and
appurtenant provisos.
13. Limitation of Liability & Indemnity
SSL shall not be liable to Safe Life and/or to any third party for any claim that may arise
in connection with the MOU unless there is an absence of exercise of ‘due diligence’ and
the presence of ‘gross negligence’ on any part thereof. Notwithstanding anything
contained in this MOU to the contrary, either Party shall be liable to indemnify the other
in case damage, loss or harm is suffered on the part of a Party without limitation.
IN WITNESS WHEREOF, the Parties have executed and delivered this MOU as of the date first
above written.
Duly Authorised Representative Duly Authorised Representative
for Safe Life Technology: for Sheba.xyz Services Limited:
Signature: Signature :
Name: Name :
Designation: Designation:
Date: Date :
Witness Witness
1. Signature 1. Signature
Name: Name:
Designation: Designation:
2. Signature 2. Signature
Name: Name:
Designation: Designation:
