How to Draft a Service Contract with Bangladeshi Agents

Requirements for a Valid Contract - IndiaFilings

Introduction: Why You Need a Service Contract

In the world of international business, a well-drafted service contract isn’t just a formality—it’s your shield. Whether you’re sourcing garments, electronics, or agricultural goods from Bangladesh, partnering with a local agent can make or break your venture. A clear, enforceable service agreement is critical to protect both parties’ interests, outline duties, ensure transparency, and reduce risk.

Given Bangladesh’s growing reputation as a sourcing and export hub, foreign companies must take a structured and localized approach when forming partnerships with agents.

1. Why Work with a Bangladeshi Agent?

A local agent helps bridge the gap between foreign businesses and the Bangladeshi market by offering:

Market intelligence and sourcing support
Supplier vetting and quality assurance
Negotiation and communication with vendors
Logistics coordination and customs facilitation

Read more about their role in our post:
👉 Sourcing from Bangladesh? Why a Local Agent is Crucial

But while relationships matter, contracts matter more when stakes are high. Let’s dive into how to create a solid agreement Bangladesh-Agent.com .

2. Key Elements of a Service Contract

A Bangladeshi agent service contract should be tailored to your specific needs, but it should always contain these critical elements:

a. Parties Involved

Include full legal names, registered business addresses, and tax identification numbers (TINs). Specify whether the agent is acting as:

A commission-based intermediary, or
A retainer-based service provider

Tip: Validate your agent’s legal registration with the Registrar of Joint Stock Companies and Firms (RJSC) in Bangladesh.

b. Scope of Work

Be explicit about what the agent is expected to do. Examples include:

Product sourcing
Supplier audits
Price negotiation
Order follow-up
Quality checks
Shipping documentation

Avoid vague terms like “assist in business development”—they create legal loopholes.

c. Compensation Structure

Define how and when the agent will be paid:

Commission-based (e.g., 3%–10% of total invoice value)
Fixed retainer (e.g., monthly fees)
Performance-based incentives

State whether commission is based on gross or net sales and link it to performance metrics.

👉 Read: Top KPIs to Measure Agent Performance

d. Term and Termination Clause

Set the contract period (e.g., one year, renewable) and detail:

Conditions for early termination (e.g., breach of duties, non-performance)
Notice period (e.g., 30–60 days)
Obligations after termination (e.g., returning company documents or assets)

e. Confidentiality and IP Protection

Your agent may handle sensitive pricing, product designs, or client lists. Include strong non-disclosure clauses and specify consequences for breaches.

Bangladesh now recognizes IP protection laws under the Department of Patents, Designs and Trademarks (DPDT), but enforcement can vary, so contractual reinforcement is key.

f. Governing Law and Dispute Resolution

Clarify:

Whether Bangladeshi or foreign law governs the contract
Jurisdiction for dispute resolution (e.g., Dhaka Court or international arbitration)
Whether arbitration or litigation will be used

You can opt for the Arbitration Act 2001 (Bangladesh) for local resolution or international rules (e.g., ICC, Singapore International Arbitration Centre) depending on your business scale.

3. Localization Tips for Bangladesh

To ensure enforceability and alignment with Bangladeshi norms:

✔ Translate Key Terms:

Contracts should be drafted in English, but including Bengali translations of legal clauses can be useful during arbitration or local review.

✔ Stamp Duty and Notarization:

Under Bangladeshi law, stamp duty must be paid for contracts to be legally valid and admissible in court. Notarization is recommended, especially for contracts over BDT 100,000 in value.

✔ Include Local Holidays and Working Hours:

Respect national business calendars and typical working hours. Mention any local holiday blackouts in your delivery or response-time expectations.

4. Digital and Remote Contracting Options

As more foreign firms operate remotely, Bangladesh now recognizes digitally signed contracts in many scenarios, supported by the Information and Communication Technology Act.

Platforms like DocuSign or Adobe Sign can be used, but ensure the agent also accepts digital signatures and that legal recognition is established.

5. Protecting Your Investment: Red Flags to Watch For

While most Bangladeshi agents are professional and trustworthy, here are some red flags:

Lack of company registration or vague business details
Hesitation to sign formal agreements
Pressure to use only verbal assurances
No traceable business address

Partnering with verified agents through platforms like Bangladesh-Agent.com ensures higher transparency and reliability.

Conclusion: Contract Now, Succeed Later

A clearly written, well-enforced service contract ensures transparency, accountability, and long-term success when doing business in Bangladesh. With the right clauses and localization considerations, you can confidently work with agents and scale your sourcing or export operations.

Whether you’re a startup sourcing textiles or a global firm building out logistics chains, this foundational document protects both sides and sets clear expectations Bangladesh-Agent.com .