MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING (hereinafter referred to as the “MOU”) is made in Dhaka, Bangladesh on the ______ Oct 2017 of the Christian era.

Between

Froogle Pte Ltd, a company incorporated in Singapore under the relevant Companies Act, having its liaison office at 19 New Tejgaon Industrial Area, Dhaka-1208, Bangladesh (hereinafter referred to as “ Froogle”, which expression shall, unless repugnant to the context and contrary to the meaning, thereof include its representatives and permitted assigns) of the ONE PARTY.

And

Partner name, a company incorporated in Bangladesh under the Companies Act 1994, having its office at detail address. (hereinafter referred to as “PARTNER”, which expression shall, unless repugnant to the context and contrary to the meaning thereof, include its successors-in-interest, legal representatives, administrators and assigns) of the OTHER PARTY.

Froogle” and “Partner name” are hereinafter collectively referred to as the “Parties” and individually as the “Party”;

WHEREAS,
Froogle and Partner name has reached an understanding to jointly develop the market and promote a campaign regarding the users of Froogle - a social commerce platform where coupons are distributed and redeemed digitally on the terms as described below:

NOW THIS MOU WITNESSES AS FOLLOWS:
1. GENERAL TERMS AND CONDITIONS

1.1 Froogle will introduce Partner name as a new partner by uploading the Logo & Offered benefits of Partner name in Froogle’s webpage: www.froogle.social. Moreover, Froogle will provide required ATL & BTL promotion like SMS broadcast, Location based SMS broadcast, Facebook page, Individual branding through offerings in SMS and VRS in this arrangement and website promotion as deemed fit by Froogle.

1.2 Partner name will offer a minimum 25% for “ Froogle” subscribers upto a maximum discount of any percentage rate desired by the Partner through its “ Froogle Coupon Control Panel” from 1st Oct, 2017. Froogle subscribers will avail the discount upon showing a valid coupon received from partner name’s via Partner’s Page on Froogle (This is similar to the Facebook Fan Page). The coupon will only be valid at the Partner’s physical store. The coupon will have Partner’s terms and conditions set clearly on the coupon.

1.3 There will be no financial transaction between Partner name and Froogle. Partner name will be responsible to bear the cost of discount that is offered to the Froogle Subscribers.

 

1.4 Froogle and Partner name may engage in any promotional campaign upon mutually agreed manner and also can be amended on joint consent.

1.5 PARTNER NAME will accept COUPON REDEMPTION REQUEST from Froogle subscriber at their store in front of the Froogle subscriber and allow the above-mentioned benefits.

1.6 For any complaints from the Froogle subscribers regarding the above discount, PARTNER NAME will rebate that claimed amount to that subscriber upon showing the necessary proofs in the next service rendering. This will be in addition to the next service rendering.

1.7 PARTNER NAME will share the list of complaints received from the customers identifying the mechanism to mitigate the same at the end of each month with Froogle so that the Parties can mutually decide to improve the services that are provided to the Froogle customers.

1.8 PARTNER NAME will ensure the Point of Sales display is visible adequately to all the visitors round the clock.

1.9 This MOU shall not limit both the parties existing and future joint promotional activities or decisions for any of its products or services or any other activities as deemed fit by PARTNER NAME and Froogle.

2. ADMINISTRATIVE REGULATIONS

2.1 Effective date and validity

This MOU shall be effective from 1st July, 2016 and shall remain valid until terminated.

2.2 Renewal of MOU

This MOU is renewed automatically every year.

2.3 Confidentiality
Both parties shall keep all information confidential that is received from the other party or becomes known as a result of this MOU. Information may be transmitted to governmental, judicial or regulatory authorities, as may be required by any governmental, judicial or regulatory authority. In that case, before transmitting information one party must inform in writing to other party about such request.

2.4 Amendments / Non exclusivity
At any time during the validity of this MOU both the parties may mutually agree to modify or
amend the existing terms, conditions or requirements of this MOU as circumstance demand.
This MOU does not restrict Froogle and PARTNER NAME to enter into agreements with others for the same or similar purposes.

2.5 Waiver

If Froogle is not able to enforce at any time the provision of this MOU or fails to exercise any option herein provided shall not amount to a waiver of such provisions, such failure or inability on the part of Froogle shall not invalidate this MOU or any part thereof and not affect the right of Froogle to enforce such provisions.

2.6 Termination

Either Party may terminate this MOU by giving each other 30 (thirty) Days clear notice in writing to the usual place of business at any time without assigning any reason thereof.

2.7 Governing Law

This MOU shall be governed by and construed in accordance with the laws of Bangladesh.

2.8 Settlement of Disputes

All disputes relating to the terms and conditions of this MOU shall be settled amicably between the two parties within 30 (thirty) days. If the amicable settlement fails or that 30 (thirty) days period expires without any settlement then that dispute shall be referred to arbitration in accordance with the provisions of the Arbitration Act, 2001. Each party shall appoint its own arbitrator and the arbitrator of the parties so appointed shall appoint a third arbitrator who shall be the Chairman of the Arbitral Tribunal.

2.9 Language
This MOU has been executed in English language, which shall be binding and controlling language for all matters relating to the meaning or interpretation of this MOU. All correspondence concerning the content of this MOU shall be in English language.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET THEIR HANDS ON THE DATE, MONTH AND YEAR FIRST ABOVE WRITTEN

For and on behalf of,
Froogle Pte Ltd


Authorized signature and seal
Name:
Designation:

WITNESSES :

For and on behalf of,
PARTNER NAME


Authorized signature and seal
Name:
Designation:

WITNESSES