DEED OF PARTNERSHIP

This DEED OF PARTNERSHIP is made on this the ______________ day of

_____________________, 2023 of the Christian Era.

BETWEEN
A. Name of the Partner/ Signature, Address and photo:

Name : MAMUN-OR-RASHID Photo

Father’s Name : Md. Harun-Or-Rashid
Mother’s Name : Mst. Roksana Yasmin
Date of Birth : 15 March, 1992
Religion : Islam
Nationality : Bangladeshi
TIN : 152081610956

NID 5981079493
Address : Durgapur, 4/4 Tarapur Road,
Kumarkhali-7010,
Kumarkhali, Kushtia.
By profession: Businessman, hereinafter referred to as the First Party and which
expression shall include, unless repugnant to the context of this instrument, his
heirs, executors, administrators, assignees and / or legal representatives of the
FIRST PARTY.

B. Name of the Partner/ Signature, Address and photo:

Name : RIFAT PARVIN ANNY Photo

Father’s Name : Mujib Chowdhury
Mother’s Name : Shuly Begum

Date of Birth : 30 October, 1992

Religion : Islam
Nationality : Bangladeshi
TIN : 784751294100
NID 3284522095
Address : House/Holding: 228,
Village/Road: Sadar Road East
(Gofur Manzil), Post Office:
Barishal Sadar-8200, Barishal
Sadar, Barshal.

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By profession Businessman, hereinafter referred to as the Second Party and which
expression shall include, unless repugnant to the context of this instrument, his
heirs, executors, administrators, assignees and / or legal representatives of the
SECOND PARTY.

All the parties are hereinafter jointly referred to as ‘Partners’ and individually as
‘Partner’.

WHEREAS, all the above-named parties have mutually agreed and decided to
establish an institution to commence & carry on the business of media and
advertising firm, online video commercials making, editing, designing,
development, customization, implementation, brand development, documentary
& docudrama, television commercials, radio commercials, motion graphics & VFX,
event management, marketing research, social communications, public relations,
outdoor campaign, video marketing & production, maintenance, testing and
benchmarking, designing, developing and dealing through a Partnership Firm
under the name and style of “FILMOLOGY”
AND WHEREAS, the parties herein have mutually agreed together into hands
and efforts and hold assistance and co-operation for initiative, procurement of
business and running the affairs of the partnership firm for the greater interest of
all concerned.

THEREFORE, it is hereby mutually agreed that the parties herein shall become
partners of the partnership firm namely, “FIMOLOGY” upon the following terms
and conditions:

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 OBJECTIVES OF PARTNERSHIP

That the objectives of the partnership shall be to carry on the business of media
service, production services, advertising services, marketing services and other
relevant services in the relevant fields including those mentioned in the following:

1. To provide service through making online video commercial (OVC), Television

Video Commercial (TVC) and related other videos.

2. To design, develop, and customize OVC & TVC and other services based on
requirements.

3. To promote branding and development of the required individuals or

companies.

4. To provide event management services as to relate with video production and

others.

5. To provide e-Commerce collaterals including (Brand Collaterals, Digital

Campaign Creative, Animation & Videos, Social Media Content) etc.

6. To provide solutions/ packages/ services through media services for branding

and promotion.

7. To deliver services through creating public relations, social communication,

outdoor campaign etc.

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8. To conduct any other business, service etc. agreed by the partners through
decision making process from time to time.

TERMS & CONDITIONS:

1. That the partnership business mentioned herein shall be continued, carried on

and conducted under name and style “FILMOLOGY” having its Trade
License, (hereinafter referred to as ‘the partnership’ or “the Firm” or “the
institution”).

2. The Head Office or Principal Office of the partnership shall be situated in the
Metropolitan City of Dhaka, Bangladesh. The partners may shift or change
its Head Office or Principal Office from any place to another place within
the territory of Bangladesh and may maintain branch offices in different
places of Bangladesh and other countries of the world, subject to approvals
and restrictions of authorities concerned.

3. The Partners hereby declaring that, with their due empowerment, the First
partner i.e. Mamun-Or-Rashid Khan has taken the Trade License in his own
name for the smooth continuation of business.

4. That the partnership shall come into effect on and from the date of signing this
DEED OF PARTNERSHIP by the partners and all previous business
transactions so far has been made or dealt by the Partners shall be valid and
considered that those have been done with full authority for the benefit of
the Institution.

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5. The initial capital of the Institution is of BDT 20,00,000.00/- (Taka Twenty
Lakhs) only contributed in the following manner

1. Mamun-Or-Rashid The First Party BDT 10,00,000/-

2. Rifat Parvin Anny The Second Party BDT 10,00,000/-

The capital may be increased or decreased from time to time in the manner
as decided in Partners’ Meeeting and according to requirements of the
partnership business.

6. The partners hereby agree that all the decisions relating to control and
management of the institution shall be taken upon common approval of all
the partners and in case of any disagreement, majority agreed decision shall
be taken into action.

7. The Chief Executive Officer (CEO) and Chief Operating Officer (COO) shall
have the power to intervene in case of any decision relating to institution
including hiring, dismissing, suspending any employee. But every decision
taken in such manner relating to financial transaction shall have the
approval of Chief Executive Officer (CEO).

8. The Chief Executive Officer shall have the power to control all the financial
matters of the partnership and he shall be responsible for all the
discrepancy in the accounts of the partnership.

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9. That in case of taking decisions relating to the partnership firm the decision
representing the majority of the partner’s opinion shall be taken into action.
If there is any stalemate in taking any decision the opinion of the Chief
Executive Officer shall be final provided that they will be fully responsible
in case of any injury done due to such decisions.

10. All the Bank accounts in the name of the partnership shall be managed by the
Chief Executive Officer and he shall be fully responsible for any kind of
discrepancy in such accounts.

11. Any partner can for the benefit of his/her duty and institution may employ
any worker on his/her own expense but he/she shall not share any
confidential issue relating to the institution to that worker.

12. That the number partners in the forthcoming days may be increased upon all
the partners of this Deed of Partnership agrees. Their share to this
institution shall also be agreed by all the partners of this deed.

13. The Founder and Co-Founder of the institution shall have the power to excess
all the data and protect such data.

14. The weekly meeting of the institution shall be held on Friday and/or
Thursday. But the Chief Executive Officer (CEO) or Chief Operating Officer
(COO) may call meeting at any time in case of any urgency.

15. The Partners hereby agree that they shall instruct their banker to close all
existing bank accounts in the name of the Institution and initiate for
opening new bank account(s) in the name of the Institution which shall be

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 operated by the_____ partner i.e_______ and the Bank shall not honour any
cheque, payment order etc. on account of the Institution unless it is signed
jointly by said _____ partner i.e. __________.

16. That to run and manage the institution the partners shall held the following
designations/titles alongside their name and at the end of financial period
or at earlier interim period accounts will be prepared and the profit and
loss accounts and the balance sheet will be signed by the Partners in taken
of correctness and the profit and loss so ascertained will be distributed as
per share of each partner in the manner following:

No. Name of the partner Position Share

1. Mamun-Or-Rashid Founder & CEO 50%

2. Rifat Parvin Anny Co-founder & COO 50%

17. That the rights and duties of the Partners including the rights to share in profit
not be dependent on the contribution they are making and will be
determined by other provision as contained in this Agreement of
Partnership.

Provided, in case of dissolution of this Partnership the partners will be

entitled to withdraw their respective contribution from the assets of the
Institution and then will share equally in the surplus, if any, if there is no
surplus then the parties will bear the loss equally.

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18. That the staff and other employees of the partnership Institution will be
appointed by the Partners.

19. That each Partner shall be just and faithful to other Partner in all transactions
relating to the Partnership business at all times and to give each other a true
account of the dealings.

20. Each partner shall carry on the institution to the best interest of the Institution.

21. That every Partner will be entitled to represent the Institution to relevant office
cause and other commercial concern.

22. The Partners shall devote their sincere efforts to the Institution and try to
promote to the utmost of their powers for the benefits and advantages
thereof by utilizing their knowledge and experience while rendering
service to any one including an individual person, Institution, company,
government, corporation or statutory body etc.

23. The rent of the office premises of the Institution and the actual traveling and
conveyance expenses and all other expenses relating to the business of the
Institution shall be borne and paid out of the receipts/fund of the
Institution and in case of deficiency thereof, the same shall be paid by the
Partners out of their private/personal funds in the shares and proportions
in which for the time being they shall be entitled to the net profits of the
Institution.

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24. Death or retirement of any Partner at any time shall not be the cause of
dissolution of the Institution as to the remaining Partner and a legal heir of
such Partner competent to join the Institution to carry on the said business
shall be taken in as a Partner who will step into the shoes of the deceased
partner or retired Partner as the case may be, failing which if there is only
one surviving partner of the Institution a new Partner may be taken in and
the heirs of the deceased or retired Partner as on the date of death or
retirement shall be entitled to such portion of shares as left behind by the
deceased.

25. No Partner shall be entitled to retire from the Institution without giving three
months prior notice in writing and also without adjustment of accounts and
satisfaction of all liabilities thereof.

26. This Deed of Partnership shall supercede previous partnership agreement (if
any) and the parties shall be binding by this deed.

27. All disputes and differences and claims and questions whatsoever which shall
either during the continuance of the Agreement or afterwards either
between the parties hereto or their respective representatives touching
these presents, or any account or liability between the parties hereto, or as
to any act, deed or omission of any hereto in any way relating to these
presents, shall be referred to arbitration of two arbitrators, which to be
appointed by each party and a third arbitrator/umpire to be appointed by
the mutual consent of the two arbitrators so appointed by the parties. Such
arbitration shall be in accordance with and subject to the provisions of the
Arbitration Act, 2001.

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28. That incase of voluntary winding up of the Institution, the Partners are jointly
entitled and empowered to dispose of the entire Institution along with
goodwill, assets and liabilities to any third party.

29. This Deed embodied all the agreement arrived at between the Partners but if
no provision has been made on any point, the provisions of the Partnership
Act,1932 or any other act or acts to be in force in Bangladesh for the time
being shall be applied thereto; provided however that the terms and
conditions set herein may with the consent of the Partners in writing be
altered, varied, changed, modified, deleted and /or added from time to
time to suit the best interest of the Institution and the Partners thereof.

30. This Deed of Partnership is executed in copies hereto for each of the parties,
each of which shall constitute an original but all shall constitute one
Agreement.

IN WITNESS WHEREOF THE PARTNERS HERETO SET AND SUBSCRIBE

THEIR RESPECTIVE HANDS AND SEALS THIS DAY OF THE MONTH AND
THE YEAR ABOVE WRITTEN.
SIGNATURE OF THE PARTNERS

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 1. THE FIRST PARTY

____________________________________

2. THE SECOND PARTY

____________________________________

WITNESSES: Drafted by:

1.

___________________________________
2.

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