MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (hereinafter referred to as the “Agreement”) is made as

of the …… day of March, 2020

BY AND BETWEEN

DOUBLE BASS PRODUCTIONS, having its office at House # 12 (1 st floor), Road # 1 Block
F, Banani, Dhaka 1213 , hereinafter referred to as “MANAGER”), of the FIRST PARTY.

AND

Tanzim Rabbani, Address: Salgaria, Pabna 6600, Bangladesh (hereinafter referred to as the
“ARTIST”), of the SECOND PART

WHEREAS

(1) MANAGER has agreed to exclusively represent the ARTIST as his/her authorized
Agent/Manager/Producer and provide all agreed services (“Services”) as detailed in
Schedule 1 of this Agreement.

(2) The ARTIST has agreed to the same with MANAGER under the following terms and
conditions.

IT IS HEREBY AGREED as follows:

APPOINTMENT

1. The MANAGER agrees to work with the ARTIST as his/her exclusive authorized
Agent/Manager/Producer to render Services and shall serve notices reflecting the same to
any or all concerned personnel as and when required.

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TERM

2. The term of this Agreement shall, subject to clauses 13 to 16 below, be for a period of 2
(Two) years and some days commencing from 1 st of September 2020 till 31st August
2022. The Agreement may not be terminated or rescinded until and unless either party
has committed a material breach which could not be amicably resolved or cured. The
Agreement shall be automatically renewed for another 2 (Two) years unless the same is
terminated by way of 1 (one) month’s prior written notification by either party before the
end of the 2 (Two) year term.

NATURE OF THE RELATIONSHIP

3. This Agreement is an exclusive one. The ARTIST shall not engage any other agency,
third party or company for any of the services or engagements as agreed herein unless the
ARTIST has already engaged any agency or company for any engagements prior to the
execution of this Agreement.

4. The ARTIST shall not directly represent himself in any transaction, engagement or
negotiation unless so required by the MANAGER.

RUMUNERATION

5. In consideration for the provision of the Services, the MANAGER shall retain a net fee of
15% of any gross amount to be received by the ARTIST from any or all successful and
completed engagements including renewals for so long as those engagements and
agreements remain in effect and force. The above sums being exclusive of any Advance
Income Tax (AIT) and Value Added Tax (VAT) that may be payable (if applicable). The
ARTIST shall honour the fees and commissions which have already been completed or
renewed as per the previous agreement. Any or all applicable Taxes, especially for
overseas performances to be added on top of net Performance Fee of the Artist and any
other associated costs or fees.

6. MANAGER shall bear all expenses incurred in performing its duties under this
Agreement and the ARTIST shall not be liable to make any payments not expressly set
out herein.

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7. In the event that any representative of MANAGER is required to travel outside of Dhaka
or International to secure any engagements under the terms of this Agreement, then the
ARTIST shall be required to pay travel, accommodation and lodging expenses as may be
agreed from time to time.

OBLIGATIONS

8. MANAGER undertakes and warrants to the ARTIST that it will at all times during the
term of this Agreement perform the Services conscientiously and in the best interests of
the ARTIST and, in particular, that:
a. it shall provide the Services to the best of its ability and use all reasonable endeavors
in connection therewith;

b. it shall keep the ARTIST informed of any and all material information relating to the
provision of the Services and shall not enter into negotiations with any third parties
on the ARTIST’s behalf without the ARTIST’s consent and cognizance;

c. it shall not either directly or indirectly, make payments of any kind to, or receive
payments of any kind from any third party without the express knowledge and
consent of the ARTIST;

d. it shall not incur any financial liability on behalf of the ARTIST without the prior
consent of the ARTIST;

e. it shall provide a list of completed engagement and services to the ARTIST at the end
of each year. The list shall also set out any and all remuneration or payments of
whatever nature, charged by MANAGER to the ARTIST during that period.

9. The ARTIST undertakes and warrants to MANAGER that:

a. he/she is free to enter into the Agreement and is not prevented or restricted from so
doing by any other agreement with another agency, company or otherwise and he
shall not engage with any other agency during the term of this Agreement.

b. He/she shall notify MANAGER of any approach or offer or inquiry that the ARTIST
receives from any other company, agency, club or person acting directly or indirectly
which falls within the scope of the Services. The ARTIST shall not be entitled to
engage the services of another agency, company or otherwise without the prior
written consent of MANAGER;
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c. he shall fully comply with the terms of this Agreement;

d. he shall provide any such information that MANAGER may reasonably require in
order to enable MANAGER to perform the Services hereunder; and

TERMINATION
10. If either party:
a. commits a materials breach of this Agreement which is not capable of remedy
within 15 working days; or
b. commits a material breach of this Representation Contract which is capable of
being remedied but fails to remedy such breach within 15 (fifteen) working days
of a receipt of written notice from the non-defaulting party specifying the breach
and requiring it to be remedied;
this Agreement may be terminated by the non-defaulting party on written notice with
immediate effect.

11. Any sums that fall due for payment to MANAGER after termination of this Agreement,
other than those sums arising out of rights that have been accrued before termination,
shall not be due and payable by the ARTIST if:

a. the Agreement is terminated in accordance with clause 13; or

b. the Agreement is terminated in accordance with clause 13 to the extent only that the
material breach giving rise to such termination is committed by the MANAGER

NOTICES
12. All notices to be given under this Agreement shall be in writing in English and left at or
sent by first class registered or recorded delivery mail to the address of the party as set
out above or to such other address and/or addresses as the party concerned shall from
time to time designate by written notice pursuant hereto.

13. Any such notice shall be deemed given, in the case of hand delivery, at the time when the
same is left at the address and/or addresses or, in the case of first class registered post or
recorded delivery mail, on the business day after delivery.
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SEVERABILITY

14. If any term or provision in this Agreement shall be held to be illegal, invalid or
unenforceable, in whole or part, under any enactment, rule of law, such term or provision
or part shall to that extent be deemed not to form part of this Agreement but the legality,
validity and enforceability of the remainder of this Agreement shall not be affected.

CONFIDENTIALITY

15. Save as required by law or any fiscal or regulatory authority, each party undertakes to
keep the terms of this Agreement and any information of a confidential nature that he
may receive in respect of the other party during the term of this Agreement strictly
confidential and shall at no time (whether before or after expiry of the expiry of the term
of this Agreement) divulge any such information to any third party (other than to their
respective professional advisors) without the consent of the other party.

ENTIRE AGREEMENT

16. This Agreement sets out the entire agreement between the parties hereto, in relation to
those matters set out herein, and supersedes all prior discussions statements
representations and undertakings between them or their advisors.

17. Clause 19 shall not exclude any liability which either party would otherwise have to the
other or any right which either of them may have to rescind this Agreement in respect of
any statements made fraudulently by the other prior to the execution of this Agreement or
any rights which either of them may have in respect of fraudulent concealment by the
other.

18. This Agreement may not be amended, modified or superseded unless expressly agreed to
in writing by both parties.

RELATIONSHIP BETWEEN THE PARTIES

19. MANAGER is not authorized under this Agreement to enter into employment contracts
on behalf of the ARTIST or bind the ARTIST in any contractual relationship in any way
whatsoever without his consent.
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SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

20. Expiry or termination of this Agreement shall not release the parties from any liability or
right of action or claim which at the time of such expiry or termination has already
accrued or may accrue to either party in respect of any act or omission prior to such
expiry or termination.

21. Expiry or termination shall not affect the coming into force or the continuance in force of
any provision hereof which is expressly or by implication intended to come into or
continue in force on or after such termination.

NON-ASSIGNMENT

22. MANAGER shall not assign, subcontract or novate the benefit or burden of this
Agreement or of any of its provisions without the prior consent in writing of the ARTIST
(such consent not to be unreasonably withheld).

23. The ARTIST acknowledges that MANAGER may be required to use a third party agency
to broker and complete.

THIRD PARTY RIGHTS

24. Notwithstanding any other provision of this Agreement, a person who is not a party to
this Agreement has no rights under the Contracts (Rights of Third Parties) Act to rely
upon or enforce any term of this Agreement.

DISPUTES

25. Any dispute between the parties arising from this Agreement which constitutes a material
breach shall be amicably resolved between the parties. If both parties are unable to reach
a settlement or resolution amicably, then the matter shall determined under the terms of
the Arbitration Act 2001.

GOVERNING LAW & JURISDICATION

26. This Agreement shall be governed by and construed and interpreted in accordance with
the laws of Bangladesh.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement and affixed their
hands and seals effective as of the date first above written.

For and on behalf of For and on behalf of

__________________ ___________________
DOUBLE BASS PRODUCTIONS ARTIST

In the Presence of In the Presence of

_________________________ ________________________

SCHEDULE

Scope of Agreed Services to be rendered by MANAGER

The Agency is obligated to provide the following services to the ARTIST, whether directly or
indirectly, within the agreed timeline:

1. Legal Advice and Counselling.

2. Produce and arrange to release music for the Artist
3. Negotiating and completing commercial contracts and agreements.
4. Follow up and monitor any or all engagements.
5. PR and communication support and advice.
6. Business and market development.
7. Brand development and brand expansion.
8. Supervise and monitor ARTIST’s social network pages/platforms.

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9. Promotional and CSR activities

10. Merchandising

11. Officially liaise with third parties

12. Engage third party/contractors/employees for benefit and welfare of ARTIST

13. Any other mutually agreed services or engagement from time to time.

14. Nominee/s to be assigned by the Artist, to collect any or all, current and future incomes
due to the Artist, in case of demise of the Artist, to be assigned by the Artist and the
MANAGER shall be bound to comply with instructions.