[Date]

Partnership Agreement

This Partnership Agreement ("Agreement") is entered into as of [Date] ("Effective Date") between:

Party 1:

Name: K. M. Mohibul Alam (Liton)

Address: Flat#G-8, Building#10, Shapnonagor Residential Area, Mirpur-9, Dhaka

Party 2:

Name: Mohammad Serajul Mawla

Address: 7/18, 2nd Floor, 2 C, Mirpur 1216, Pollabi, Dhaka

Collectively referred to as the "Partners."

1. Background

Party 2 is the owner, CEO, and MD of SMET Services and SMT Energy, hereinafter referred to as the
"Companies." The Companies are highly reputed and recognized in Bangladesh for their expertise in the
installation, conversion, and operation of LPG stations across the country. They have successfully
implemented numerous LPG station projects, providing safe and efficient fuel solutions. Moreover, the
Companies have developed an innovative corporate product called RyoGas. RyoGas is a comprehensive
station management software and membership platform designed specifically for corporate clients. It
facilitates cashless gas purchases and offers advanced account management features, benefiting
corporate entities across Bangladesh.

2. Nature of Partnership

2.1 Corporate Managing Partner

Party 1, with their extensive experience in business development and client relationship management,
shall assume the role of Corporate Managing Partner for the Companies and Party 2. As the Corporate
Managing Partner, Party 1's primary responsibility will be to spearhead the acquisition and onboarding
of corporate clients for the RyoGas platform and other services provided by the Companies. This
includes conducting comprehensive market research to identify potential corporate clients, creating
effective marketing strategies, establishing and nurturing relationships with key decision-makers, and
overseeing the entire client onboarding process.

2.2 Net Profit Distribution

In recognition of Party 1's crucial role as the Corporate Managing Partner, Party 2 agrees to compensate
Party 1 by paying 40% of the net profit generated from corporate client deals facilitated by Party 1. Net
profit shall be calculated after deducting all reasonable and legitimate expenses, taxes, and operational
costs incurred by the Companies. The distribution of net profits to Party 1 shall occur on a quarterly
basis, within 30 days following the end of each quarter, accompanied by a detailed statement of
accounts outlining the calculations.

3. Financial Arrangements

3.1 Separate Bank Account

To ensure transparency and efficient financial management, the Parties shall establish and maintain a
dedicated bank account in the name of the Companies. All funds related to the partnership and
corporate client transactions, including revenues, payments, and expenses, shall be deposited and
disbursed through this designated bank account. The Parties shall promptly provide each other with the
necessary information and access rights to monitor the financial activities and balances of the account.

Bank Name: [Bank Name]

Account Number: [Account Number]

3.2 Financial Records

The Companies shall maintain accurate and complete financial records, adhering to the relevant
accounting principles and standards. These records shall include, but not be limited to, income
statements, balance sheets, cash flow statements, expense reports, and transactional details. The
Parties agree that such records are essential for monitoring the financial performance of the partnership
and ensuring transparency. Upon reasonable request, Party 1 shall have the right to access and review
the financial records of the Companies to validate the accuracy of calculations related to their profit
share.
3.3 Expense Reimbursement

Party 1, as the Corporate Managing Partner, may incur reasonable and necessary expenses while
fulfilling their responsibilities. Such expenses may include, but are not limited to, travel expenses,
marketing costs, client engagement activities, and any

other expenditures directly associated with acquiring and managing corporate clients. The Companies
shall reimburse Party 1 for these expenses upon submission of duly prepared expense reports,
supported by appropriate documentation, within 15 days from the date of submission.

4. Term and Termination

4.1 Term

This Agreement shall commence on the Effective Date and shall remain in effect for an initial term of 3
years unless terminated earlier in accordance with the provisions outlined herein. Upon the expiration
of the initial term, this Agreement shall automatically renew for successive periods of 3 years unless
either Party provides written notice of non-renewal at least 90 days prior to the end of the then-current
term.

4.2 Termination for Convenience

Either Party may terminate this Agreement for any reason by providing 90 days' prior written notice to
the other Party. In the event of termination, the Parties shall fulfill any outstanding obligations and
settle any pending financial matters. Party 1 shall extend full cooperation to Party 2 to ensure a smooth
transition of corporate clients, transfer of relevant information, and proper handover of responsibilities.

4.3 Termination for Breach

Either Party may terminate this Agreement immediately in the event of a material breach by the other
Party. A material breach includes, but is not limited to, a Party's failure to perform its obligations under
this Agreement, a Party's violation of any applicable laws or regulations, or any actions that could
significantly harm the reputation or business interests of the Companies. The non-breaching Party shall
provide written notice specifying the nature of the breach, and if the breaching Party fails to remedy the
breach within 30 days of receiving such notice, the non-breaching Party may terminate this Agreement.

5. Confidentiality and Non-Disclosure

5.1 Confidential Information

During the course of their partnership, both Parties may have access to confidential and proprietary
information belonging to the other Party ("Confidential Information"). Confidential Information includes,
but is not limited to, trade secrets, financial data, business strategies, client lists, technical specifications,
software codes, and any other information designated as confidential by the disclosing Party. Both
Parties acknowledge and agree that any Confidential Information received shall be handled with utmost
care and held in strict confidence.

5.2 Non-Disclosure Obligations

The Parties shall maintain the confidentiality of the Confidential Information and shall not disclose,
disseminate, or use it for any purpose other than the performance of their obligations under this
Agreement. The Parties shall take reasonable measures to protect the Confidential Information from
unauthorized access, use, or disclosure. The obligations of confidentiality and non-disclosure shall
survive the termination of this Agreement and remain binding for a period of 3 years thereafter. Upon
termination, both Parties shall promptly return or securely destroy any Confidential Information
received from the other Party, including any copies or reproductions thereof, and provide written
certification of compliance upon request.

6. Governing Law and Dispute Resolution

6.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Bangladesh. Any
disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the
courts located in Dhaka, Bangladesh.

6.2 Dispute Resolution

In the event of any dispute or disagreement arising out of or in connection with this Agreement, the
Parties shall make every effort to resolve such dispute amicably through good-faith negotiations. If the
Parties are unable to reach a resolution within 30 days of initiating negotiations, either Party may initiate
mediation proceedings in accordance with the rules of a recognized mediation organization mutually
agreed upon by the Parties. If mediation fails to resolve the dispute, either Party may pursue legal
remedies available under the applicable laws.

7. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject
matter hereof and supersedes all prior discussions, negotiations, and agreements, whether written or
oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless
in writing and signed by both Parties.
8. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be
severed from this Agreement, and the remaining provisions shall remain in full force and effect.

9. Assignment

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior
written consent of the other Party, except in the case of a merger, acquisition, or sale of substantially all
of its assets. Any attempted assignment or transfer without consent shall be void.

10. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.

[Party 1]

Signature: ______________________

Name: K. M. Mohibul Alam (Liton)

Date: ______________________

[Party 2]

Signature: ______________________

Name: Mohammad Serajul Mawla

Date: ______________________

____

Witness:

Signature: ______________________

Name: ______________________

Date: ______________________