DEED OF PARTNERSHIP

THIS DEED OF PARTNERSHIP is made at Dhaka on the 1 st day of

January, 2024 of the Christian era.
AMONGST
Md. Sourov Hasan, Father’s Name: Md. Mofazzal Hossain, Mother’s Name:
Mst. Happy Begum, Permanent Address – Thanapara, Lalmonirhat Sadar,
Lalmonirhat. Present Address – Salimullah Road, Mohammedpur,
Mohammadpur Dhaka. Date of Birth: 05 th June 1995, TIN: 256077664238
National ID: 3288960234 by faith Islam, Profession: Business, Bangladeshi,
hereinafter referred to as the First Party, Managing Partner (which
expression shall unless excluded by or repugnant to the context mean and
include his successors -in-interest, legal representatives, executors,
Administrators and assignees).

................ First Party.

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Md. Masud Rahman, Father’s Name: Md. Bozlur Rahman, Mother’s Name:
Most. Monira Begun Munni, Permanent Address – Sahebpara, Lalmonirhat,
Lalmonirhat Sadar, Lalmonirhat-5500. Present Address – 3/28, Salimullah
Road Mohammadpur, Mohammadpur Dhaka-1207. Date of Birth: 15 th August
1994, TIN: 197875381097, National ID: 19945225503000020 by faith Islam,
Profession: Business, Bangladeshi, hereinafter referred to as the Second Party,
Partner (which expression shall unless excluded by or repugnant to the
context mean and include his successors -in-interest, legal representatives,
executors, Administrators and assignees).
........... Second Party.

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Munshi Akhlakuzzaman, Father’s Name: Munshi Anwaruzzaman, Mother’s:
Nilufa Zaman, Permanent Address: Babu Para, Lalmonirhat Sadar,
Lalmonirhat PO: 5500. Present Address –3/28, Saheed Salimullah Road,
Mohammadpur, Dhaka-1207. Date of Birth: 25th April 1994, TIN:
539135658472, National ID: 2355211000 by faith Islam Profession: Business,
Bangladeshi, hereinafter referred to as the Third Party, Partner (which
expression shall unless excluded by or repugnant to the context mean and
include his successors-in-interest, legal representatives, executors,
administrators and assignees).

........... Third Party.

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WHEREAS, the parties have mutually agreed to start a business in partnership

under the firm name and style of Universal Enterprise with effect from the
01st January 2024.

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AND WHEREAS, the parties hereto have deemed it expedient to reduce into
writing and are desirous of recording the terms and conditions governing their
relations inter se.

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Now It Is Hereby Agreed By And Among The Parties Hereto that they have
become partners and joined in partnership upon the terms and conditions
hereinafter expressed.

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NOW THIS DEED OF PARTNERSHIP WITNESSETH AS FOLLOWS:

1. NAME OF THE FIRM:

The name and style of the firm of Partnership shall be Universal Enterprise
the partners shall be entitled to carry on business under any other name and/or
names as may be agreed upon mutually from time to time.

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2. COMMENCEMENT:
The partnership firm has already commenced its business from 01 st January
2024.

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3. NATURE OF BUSINESS:
The partnership business shall be that to carry on the business of General
trading, buy, sell, exporters, importers, marketing, supplier, e-commerce,
online marketing, online trading, indenters, commission agents, all Tender,
Frozen food, Construction, Contractors, Supplier Tender, ITES, Supply,
Consultation, Food Export, import, Industries.

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Manufacturing, broker, Consultancy, stockiest, merchants, wholesalers,
retailers, buyers, manufacturers, home base marketing, general order suppliers
and dealers in general merchandise, commodities, articles and goods all
description whatsoever and all kinds of shipping, Production, Manufacturing,
suppliers, marketing, industry.

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All kinds of handy-crops, production as manufacturer, importer,
exporter, all kinds of Goods financing fully Electrical, Electronics export,
import, supply purchase by full down payment or payment y installment of
synthetic leather, products, aluminum and all sorts of aluminum products, Iron
and steel, tin and tin sheet, hard board and other allied items.

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To carry on the business on land purchasers, sellers, land developer, land
acquire on lease or purchase and sell after making flats or apartments and a lot
land as plot among the buyers, Plot Sales, first Class Contractor & general
Contractor.

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4. PLACE OF BUSINESS

The partnership business shall be carried on registered office at 3/28,

Salimullah road, Mohammadpur, Dhaka or at such other place or places as the
partners may from time to time agree upon.

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05.TERM:
The partnership shall continue for a term as desired by the partners.

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6. AMOUNT OF CAPITAL:
The capital of the partnership shall initially be a sum of Taka 6,00,000/- (Taka
Six Lac Only) and shall be provided by and belong to the partners as per share
ratios (34+33+33=100).

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If at any time hereafter any further capital shall be required for the
purposes of partnership the same shall unless otherwise agreed, be
contributed by the parties in equal shares in accordance with their
economic solvency.

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7. PROFITS AND LOSSES:
The net profit and/or loss of the partnership business after the payment of all
expenses or other outgoings including the capital profit and /or loss, if any, of
the partnership firm shall be divided as under:
(01) Md. Sourov Hasan 34%
(02) Md. Masud Rahman 33%
(03) Munshi Akhlakuzzaman 33%
_______
100%

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8. OPERATION OF BANK ACCOUNT:

The Bank account of the partnership firm shall be in the name of Universal
Enterprise the Account(s) shall be operated under the Joint Signature of
Managing Partner & Any other partner of the firm or as per decision of the
Board of partners of the firm from time to time to be taken.

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9. DRAWING BY PARTNER:
Every partner shall be entitled to draw out of the partnership business any sum
or sums of money by joint signatures per month for the business purpose. Such
sums to be duly accounted for settlement of account and division of profits of
the partnership and any excess of the drawings found on such settlement shall
be refunded

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10. BORROWINGS:
The partners of the firm may borrow from time to time after taking consent
from the other partner from persons, firms, companies or banks, such money as
may be required for the purpose of the business of the firm. If goods are
purchased or loans are taken from any firm, industries or banking institution, it
shall be taken in the name of the partnership firm and the liability to repay the
same is on the partners. All partners will be bear all liabilities of the firm
(including loan) if another partner will disable or die.
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11. OWNING OF PROPERTY:

If at any time, any immovable property is owned in the name of the
partnership business or any immovable property is purchased in the name
of the firm, the same may be mortgaged/ encumbered in any manner
whatever the Partners deem fit and proper for the interest of the business
of the firm or for a sister concern of the firm.

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12. BOOKS OF ACCOUNT:

All necessary and proper books of account shall be kept in the safe custody
of the partners and shall not be removed from the place of business
without the consent of the partners. Each partner shall have free access
over them.

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13. ANNUAL ACCOUNTS:

On the first day of each year during the continuance of the partnership, an
account shall be taken of all the capital, assets and liabilities and of the profits
and losses of the partnership so that actual receipts (in the presence of the
partner) and payments alone shall be taken into account (or including therein
the profits earned or losses incurred but not actually received and paid) for the
proceeding year and shall be signed by each partner. Such account when signed
shall be binding on the partners (or A copy of such account shall be furnished
to each partner who shall be bound thereby) unless some manifest error shall
be discovered within one month in which case such error shall be rectified.

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As soon as the annual general account shall have been signed by the partners
the net profits (if any) of the business shall be divided between them in
accordance with the provisions of this deed. (provided that if either partner
refuses to sign the general account without assigning any valid reason for such
refusal, a copy of the general account shall be posted to him by registered post
and the account shall be deemed to be signed by him on the date of such
posting).

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14. DUTIES OF PARTNERS:

Each partner shall –
(a) Diligently attend to the business and devote his whole time and attention
thereto;
(b) Punctually pay his separate debts and indemnify the other partners and the
assets of the firm against the same and all expenses on account thereof,

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(c) Forthwith pay all money, cheques and negotiable instruments received by
him on account of the firm into the bank account of the firm.

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(d) Upon every reasonable request, inform the other partner of all letters.
Accounts, writings and other things, which shall come to his hands or
knowledge concerning the business of the partnership.

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(e) Be just and loyal to the firm and to the partners in all transactions of the
firm and shall at times give to the firm a just and proper explanation and
account of the same without any concealment of or suppression of and shall
furnish on request a full and correct explanation thereof to the partners.

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15. NOTICE TO DETERMINE:

The partnership may be determined by retirement by either party giving to the
other not less than 3 months’ time. Notice shall be in writing and on the
expiration of such notice the partnership shall be determined accordingly.

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16. DETERMINATION IN CERTAIN EVENTS:

If either party shall commit a breach of any of the provisions of clause 14

hereto;
(a) Commit an act of insolvency; or

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(b) Become physically or mentally unfit to attend to the business of the

partnership; or

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(c) Do or suffer any act which would under the law be a ground for
dissolution of the partnership by the court, then and in any such case the
other partner may within 3 (three) calendar months after becoming
aware thereof by notice in writing determine the partnership.

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17. SUCCESSION ON RETIREMENT, DEATH OR INSOLVENCY OF

A PARTNER:
If during the continuance of the partnership any partner shall retire or die or
become insolvent then the legal heirs of the partner so deceased, retired or
insolvent shall be entitled to be substituted in his title and interest in the
partnership firm.

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18. DISSOLUTION:
a) If the option to substitute the deceased, retired or insolvent partner by
legal heirs is not exercised as aforesaid or if the partnership be
determined or expire during the joint lives of the partners the
partnership shall be wound up as provided in the Partnership Act.
1932.

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On dissolution of the partnership a full and general account shall be taken of all
money, stock-in-trade, debts and assets that is belonging to or due to the
partnership including capital, such account shall be made up within reasonable
time and the amount payable to each partner shall be pad to him and the
distribution of assets shall be such as it is provided in the Partnership Act. 1932

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19. STIPULATIONS:
No partner shall during the continuance of this partnership carry on any
business of the same nature and competing with that of the firm nor shall any
partner derive any profit for himself from any transaction of the firm or from
the use of the property or business of the firm. For the purpose of this clause
the property of this clause includes all money brought by the partner hereto as
capital in the firm, all property and rights and interest in property acquired by
purchase or otherwise or for the firm or for the purpose and in the course of the
business of the firm and also the goodwill of the firm.

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20. ARBITRATION:
All disputes and questions in connection with the partnership or this deed
arising between the partners or between any one of them and the legal
representatives of the other or others or between their respective legal
representatives and whether during or after the partnership, shall be referred to
the arbitration of three arbitrators one to be appointed by each party and the
third who shall be the presiding arbitrator, to be appointed by the said
arbitrators or as per Arbitration Act. 2001. The decision of the Arbitrators shall
be binding on the partners as well as their legal representatives.

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21. ALTERATIONS OR ADDITIONS OF ANY CLAUSE OF THIS

PARTNERSHIP DEED:

Notwithstanding anything stated or provided herein, the parties shall have full
powers and discretion to modify, alter, or vary the terms and conditions of the
partnership deed in any manner they think fit by mutual consent, which shall be
reduced to writing and shall become appendage and part of this deed.

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22. ADVISOR

The Board of Partners may from time to time appoint any suitable and
acceptable person(s) as Advisor of the firm and fix up his remuneration.

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23. GENERAL:
That in all respects other than those expressly provided for herein, the
partnership shall be governed by the Partnership Act.
In Witness Whereof the Parties Hereto Sign and Execution This
Agreement on The Day, Month and Year Before Mentioned.

Witnesses: Signature of the Partners:

1. 1._________________________
(Md. Sourov Hasan)

2. 2._________________________
(Md. Masud Rahman)

3. 3._________________________
(Munshi Akhlakuzzaman)
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