SUB CON0TRACTOR AGREEMENT

This Deed of Sub Contractor Agreement is made on this the 14st day of November Two Thousand and Twenty Three of
Christian Era.
Between

ITS LABTEST BANGLADESH LTD., a Company incorporated under the laws of Bangladesh and having its registered office
at Intertek House Bangladesh, Phoenix Tower, 2nd & 3rd Floor, 407, Tejgoan Industrial Area, Dhaka 1208, Bangladesh,
represented by its business Unit Business Assurance (BA), Mr. Shoriful Islam (hereinafter referred to as “ITS Labtest
Bangladesh Ltd” which expression shall unless excluded by or repugnant to the context or meaning thereof include its
heirs, legal representatives, successors, successors in business, affiliates, associated companies and permitted assigns)
of the ONE PART
And

Md. Yousuf Ali having him mailing address is House: 298, Jamtola Mor, Sadhinota Sarani, North Badda, Dhaka-1212
Bangladesh, Nationality: Bangladeshi (By Birth), hereinafter referred to as the “Lead Energy Auditor” of the OTHER
PART.As the context required the ITS Labtest Bangladesh Ltd and the Lead Structural Assessor shall individually be
referred as ‘Party’ and collectively referred as ‘Parties’.

IN CONSIDERATION OF THE MUTUAL COVENANTS, UNDERTAKINGS AND CONDITIONS SET FORTH BELOW, BOTH OF
THE PARTIES HEREBY AGREED TO THE FOLLOWING GENERAL EFPMRMS AND CONDITIONS

Section I – Operational terms

1. ITS Labtest Bangladesh Ltd., through any of its business units, hereby appoints the Contract Lead
Structural Assessor audit activities for ITS Labtest Bangladesh Ltd. with respect to clients and
applicants that ITS Labtest Bangladesh Ltd. shall specify to the Contract Auditor in writing.

2. The parties agree that the Contract TE is an independent contractor and is not, and shall not be
considered an ITS Labtest Bangladesh Ltd. employee or agent and as such shall not share in fringe
benefits or other benefits provided by ITS Labtest Bangladesh Ltd. to its employees

3. Payment by ITS Labtest Bangladesh Ltd. to the Contract TE in accordance with Section II herein shall
constitute the Contract TE's only payment for services performed under this Agreement and the
Contract TE shall not accept any discount, indirect payment, commission, or other consideration from
any source as a result of work performed for ITS Labtest Bangladesh Ltd. under this Agreement.

4. The Contract TE shall exercise all reasonable care, skill, and diligence in performing management
systems audits work in accordance with the relevant sections of ITS Labtest Bangladesh Ltd.’s Global
Manual and any other documents provided by ITS Labtest Bangladesh Ltd.

5. The Contract TE shall maintain strict confidentiality regarding all information, discussions, negotiations,
or decisions, which may be brought to the Contract auditor’s knowledge during the performance of
the management audits in accordance with the conditions specified in the “Impartiality,
Confidentiality, Marketing & Interest Agreement” (ref: Doc 13-6)

_______________________ ______________________________________

Lead Energy Assessor Head of Business Assurance,

ITS Labtest Bangladesh Ltd.

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 6. It is the Contract TE’s responsibility to maintain, at his/her own expense, current copies of all standards,
audit criteria documents, and other related documents necessary to the performance of the audits
assigned by ITS Labtest Bangladesh Ltd.

7. The Contract TE is responsible for the maintenance of his/her certification/qualification status. If the
Contract TE holds any relevant certification/qualification issued by an organization external to ITS Labtest
Bangladesh Ltd., he/she is responsible for informing ITS Labtest Bangladesh Ltd., in a timely manner, of
any change related to the status of the certification/qualification.

8. The Lead Energy Assessor undertakes with ITS Labtest Bangladesh Ltd. that he/she will at all time
during the continuance of this Agreement:

(a) Promptly carry out in a competent, professional manner audit services for ITS Labtest
Bangladesh Limited;
(b) Promptly bring to the notice of ITS Labtest Bangladesh Ltd. any information received which,
in the Lead Structural Assessor ’s best judgment, is likely to be useful, beneficial, or of interest
to ITS Labtest Bangladesh Ltd.;
(c) Observe all reasonable directions and instructions given by ITS Labtest Bangladesh Ltd. in
relation to the operations of this Agreement, and will use its best efforts to do nothing to
detract from ITS Labtest Bangladesh Ltd.’s reputation;
(d) Prepare full and proper records of all work carried out on behalf of the ITS Labtest Bangladesh
Ltd. and promptly supply details of all such work to ITS Labtest Bangladesh Ltd.;
(e) Not disclose to any other party information obtained in the course of the Lead Structural
Assessor ’s work for ITS Labtest Bangladesh Ltd., except as required by law; and
(f) Bring to the notice of ITS Labtest Bangladesh Ltd. any vested interest including prior proposed
or performed consultancy involvement (including in-house training) for any organization with
which ITS Labtest Bangladesh Ltd. may require the Lead Structural Assessor to work. This also
applies to the Lead Structural Assessor ’s employer.
(g) Refrain from using the name ITS Labtest Bangladesh Ltd. Group plc or the name of any ITS
Labtest Bangladesh Ltd. entity in commercial documents or advertisements or to create any
obligation on behalf of ITS Labtest Bangladesh Ltd. except as expressed in writing by an
authorized representative of ITS Labtest Bangladesh Ltd.
Section II - Financial terms

1. 2. ITS Labtest Bangladesh Ltd. will pay BDT 191,667.00 (One Lac-Ninety One Thousand Six Hundred & Sixty-
Seven taka only) including VAT and Tax, Net Pay (BDT 150,000) per day to the said subcontractor as a
project amount including machineries.
2. ITS Labtest Bangladesh Ltd. will make applicable tax deduction at source as per the prevailing rates
prescribed by Govt. of Bangladesh.
3. ITS Labtest Bangladesh Ltd. will reimburse all travelling; boarding and lodging charges at actual if incurred
by the said subcontractor in course of the ITS Labtest Bangladesh Ltd. assigned audits only. The
subcontractor shall submit invoice to the ITS Labtest Bangladesh Ltd. on completion of assignment.
Expenses will be reimbursed upon receipt of invoice, which should include appropriate documentation of
expenditures.

____________________________ ______________________________________

Lead Energy Auditor Head of Business Assurance,

ITS Labtest Bangladesh Ltd.

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Section III – General Provisions

1. Any disputes, differences, or questions which may arise at any time hereafter between the ITS Labtest
Bangladesh Ltd. and the Lead Structural Assessor regarding the true construction of this Agreement,
or the rights and liabilities of the parties hereto, shall be attempted to be resolved informally. If a
decision cannot be reached then it shall be referred to relevant authority in the jurisdiction identified
in paragraph 4 below.

2. This Agreement shall remain in effect for a term of One year, provided the parties mutually agree to
such renewal. Either the Lead Structural Assessor or ITS Labtest Bangladesh Ltd. may at any time
terminate this Agreement upon written notice to the other party due to a failure of the other party to
adequately perform its obligations under the Agreement.

3. This Agreement shall also be deemed to be terminated, without any notice or formality, in the event
of any of the following circumstances:

(a) Bankruptcy of either party;

(b) Disability or death of the Lead Structural Assessor;
(c) Termination or suspension of the program for which the audits are being performed, by
either the ITS Labtest Bangladesh Ltd. or ITS Labtest Bangladesh Ltd.’s clients;
(d) Contract Lead Structural Assessor 's non-compliance with the Agreement or refusal to carry
out any audits pursuant to the provisions of this Agreement;
(e) The existence of an irresolvable conflict of interest in ITS Labtest Bangladesh Ltd.’s opinion;
or
(f) The mutual agreement of the parties.

This Agreement may also be terminated by either party by issuance of thirty (30) days prior written
notice to the other party.
4. Any failure or delay in the performance by either party hereto of its obligation under this agreement shall
not constitute any breach hereof or give rise to any claims for damages if, and to the extent that it is caused
by occurrences beyond the control of the party affected, including, but without limiting the generality of
the foregoing acts of Governmental authority, acts of God, strikes or concerted acts of workmen, fires,
floods, explosion, wars, riots, storms, earthquakes, accidents, acts of public enemy’s/terrorists, rebellion,
insurrection, sabotage, epidemic, quarantine restrictions, transportation embargoes. Without prejudice to
any other remedies that may then be available to either of the parties, in the event of failure or delay
arising out of or resulting from such causes, the parties will cooperate in an effort to agree upon the
establishment of such alternative arrangements not subject to such failure or delays as will confer upon
them benefits comparable in character and substantially equivalent in amount to these intended to be
conferred by this Agreement, on terms and conditions not materially more burdensome to either party
than those herein provided.

5. This Agreement shall be governed by, and construed in accordance with, the laws of the Bangladesh. This
Agreement and the “Impartiality, Confidentiality, Marketing & Interest Agreement” (ref: Doc 13-6)
represents the entire agreement between ITS Labtest Bangladesh Ltd. and Lead Structural Assessor and
supersedes all previous negotiations, representations, proposals, or agreements, whether written or oral.
Amendments to the Agreement must be in writing and signed by both parties.
6. This Agreement will be valid from 14 November 2023 to 13 November 2024.

____________________________ ______________________________________

Lead Energy Auditor Head of Business Assurance,

ITS Labtest Bangladesh Ltd.

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IN WITNESS WHEREOF, the parties hereto have duly signed this Agreement in duplicate on the dates opposite
the name and signature of each party.

_____________________ ________________________

Md. Yousuf Ali Head of Business Assurance

Lead Energy Auditor ITS Labtest Bangladesh Ltd.

Witness: Witness:

_________________________ _________________________

Senior Manager, Compliance Manager, Human Resource

ITS Labtest Bangladesh Ltd. ITS Labtest Bangladesh Ltd.