MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (MOU) is made on the 18th Day of May, 2015.
BETWEEN
(1) Anw Landmark Ltd, a company incorporated under the laws of Bangladesh, with its head office at: Baitul Hossain Building (13th Floor), 27 Dilkusha C/A, Dhaka-1000, Bangladesh (hereinafter referred to as “ALML”) of the 1st Party, and
(2) Norico International Cooperation Ltd. a company incorporated under the laws of China, having its registered/head office at Headquarters, Norinco International Building, No. 6, Zhengda Road, Shijingshan, District: Beijing, BEJ 100040, China (hereinafter referred to as “NICL”) of the 2nd Party and

Whereas ALML is a Real Estate wing of Anwar Group of Industries involved in manufacturing
Basic construction materials like Steel, Cement, UPVC pipe, Cement sheet, as well as in other
sectors like Textile, Banking and Real Estate Development and that ALML has completed a good number of high rise residential and commercial complexes including architectural & structural design, piling & foundation, superstructure & finishing work, sanitary & plumbing, elector-mechanical installation, management & handover of project. With their experience in construction and having strong back link supports (Construction & finance) ALML envisage to expand business through infrastructure & other Engineering ventures.

Whereas Norinco International Cooperation Ltd. is civil engineering company based out of BEIJING and this is public company.
The Parties to this MOU are individually referred to as the “Party” and collectively referred to as “Parties”.
RECITALS

(A) The parties have jointly decided to enter into this MOU with the intention to form a joint Venture to explore business opportunities in the field of construction of Civil Engineering, Mechanical engineering and Water and Sewage Treatment Projects in Bangladesh

(B) The Parties are entering into this MOU to record their intention to identify, tender and execute construction projects together (forming JV) as per the requirement of the project / prospective Clients.

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THE PARTIES hereby agree as follows:

1. PURPOSE OF THIS MOU

1.1 The purpose of this MOU is to establish the basic understanding and agreement of the parties and to define the conditions under which the Parties will form the JV having Anwar Landmark Ltd. and NICL as Stakeholders/ shareholders.

1.2 Immediately after the signing of this MOU, the Parties shall constitute a working group in charge of examining all matters concerning the implementation of this MOU, in particular identifying the project/tenders (in writing) for jointly tendering & executing. The working group members shall be nominated by both parties within 30 days of signing the MOU.

1. COSTS
   Each Party shall be responsible for its own expenses in connection with all matters related to the object / transaction proposed herein and, if such transaction is not consummated for any reason whatsoever neither Party will be responsible for any of the other’s expenses.

   The initial expenses borne by both the agency can be included in the initial bid being submitted. However to assist in completion of the transaction, if the Parties elect to engage a reputable Agent /Consultant then the Parties shall bear the expenses of such consultant equally.

2. JOINT VENTURE AGREEMENT

   Before tendering for projects/being awarded the Contract(s), the parties shall enter into and sign specific Joint Venture Agreements for each tender/Contract in order to detail the contractual stipulations governing that Tender/Contract.

3. EXCLUSIVITY
   Each party hereby agrees that, with effect from the date of this MOU until the termination of this MOU, it shall not, except with the prior written consent of the other Party, directly or indirectly enter into agreement with any third party in connection with establishment or partnering or identified tenders in Bangladesh.

4. CONFIDENTIALITY

a) Confidential Information shall mean all information received or obtained by either Party as a result of entering into or performing this MOU and which relates to the subject matter of this MOU or the Parties or the activities of the Parties. No confidential information shall be divulged by either party without the written consent of the other Party.

1. MISCELLANEOUS

a) Neither Party shall be entitled to claim damages of any kind whatsoever from the other in connection with this MOU.

b) This MOU shall be effective from the date of its execution and shall be valid until the earliest of the following:

i)  Termination by mutual consent
ii) In the event of Insolvency, bankruptcy, liquidation or filing of a winding up 

petition of either party.
iii) Completion of One Year.

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c) Each Party shall not assign its interests in or under this MOU without the prior written consent of the other Party.

d) Any notice or communication necessary under this MOU shall be sent in writing to the address of the Parties given below:

e) This MOU shall be governed by the laws of Bangladesh.
f) The Parties shall use their best efforts to settle amicably any and all disputes arising out of or in connection with this MOU or the interpretation thereof. If no resolution can be achieved within thirty (30) days from the date of dispute, then the matter may be referred to the Bangladesh courts by either Party.
g) The governing language for this MOU is the English. All communication and notices issued pursuant hereto shall be made in English.
In WITNESS whereof the Parties have executed this agreement on the date set out at the top of page 1 of this MOU.