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Development Services

THIS AGREEMENT made on ...

BETWEEN:

  1. .....((hereinafter referred to as "The disclosing party")which expression shall include its successors in title and assigns) of the one part;
  2. &

  3. KITCINE TECH is a registered business under the Laws of Kenya having its registered office in Parklands, Nairobi, Kenya and whose postal address for the purpose of this instrument is Post office Box 123 00100 Nairobi (hereinafter referred to as the "receiving party" which expression shall include its permitted successors in title and assigns) of the other part.
  4. .

WHEREAS:

  1. The Receiving party intends to be engaged by the Disclosing Party as a potential web development agency/ Mobile apps development agency/ Computer software developer agency for (name) and other services from time to time in connection with (name) projects [hereinafter defined]
  2. The disclosing party will (in the course of the discussion for the and/or engagement) provide to the Receiving Party certain Confidential Information with regard to the project and any other trading/business avenues related to their company named herein subject to the terms of this Agreement.

In consideration with the mutual covenants hereinafter set out, and other valuable consideration the receipt and sufficiency of which is hereby acknowledged, IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

"Services" means the services to be provided by the Developer on behalf of .... as provided in clause 5.1 hereto.

"Developer's Main Commercial activity" means business activity that the Developer is engaged in and constitutes its day to day core business;

"Customers" means ... customers or potential customers to whom the Developer shall provide the Services;

"Institutions" means ... other corporate customers to whom the developer provide Services

"Intellectual Property Rights" means all Intellectual property Rights relating to and in connection with Services and ... product, which have arisen prior to the conclusion of this agreement or may arise subsequent to the conclusion of this Agreement, including but not limited to copyrights, logos, brand names, trade mark rights (whether registered or not), patent rights, design rights or similar property rights of the nature;

"Proprietary Marks" means the trademarks, services marks, trade names and logos and all other trade marks, trade names, logos, designs, symbols, emblems, insignis, fascia, slogans, copyrights, know-how, information, drawings, plans and other identifying materials whether or not registered or capable of registration and all other proprietary rights whatsoever owned by or available to ... adopted or designated now or at any time hereafter by ... for use in connection with its business.

"Outlet" means the Developer's place of business directly responsible to the head office of the developer, used for carrying out a commercial activity of the Developer but does not include a mobile unit;

"Parties" means ... and the Developer( KITCINE TECH) and "Party" means either of them.

References to any statute, enactment, order, regulation or other similar instruments shall be construed as reference to statute, enactment, order, regulation or instrument as amended from time to time.

Except where the context requires otherwise the singular includes the plural and vice versa; a reference to one gender includes all genders; words denoting persons include firms and corporations and vice versa.

Headings are included in the agreement for ease of reference only and shall not affect its interpretation or construction.

References to clause and schedules are, unless otherwise provided, references to clause and schedule in this Agreement.

Any negative obligation imposed on any party shall be construed as if it were also obligation not to permit or suffer the act or thing in question and any positive obligation imposed on any party shall be construed as if it were also an obligation to procure that the act or thing in question be done.

The words "include" or "including" shall be construed without limitation to the words following.

The rule of construction that in the event of ambiguity, the contract shall be interpretated against the Party responsible for the drafting thereof, shall not apply in the interpretation of this Agreement.

2. APPOINTMENT AND RELATIONSHIP BETWEEN THE PARTIES

... hereby appoints and the Developer hereby accept the appointment as a developer to privide the services (hereinafter defined but not limited to Clause 5.1 hereto). The relationship betweeen the parties shall be that the principal and developer. ... shall be wholly responsible and liable for all actions or omissions of the Developer subject to the limitations set out herein.

The employees of the Developer shall not be considered or treated as employees of ... and the Developer shall be wholly responsible for its employees in every respect.

3. NON-EXCLUSIVITY

THis Agreement is non-exclusive. The developer may provide Developer services to multiple institutions provided that the developer has separate contracts for the provision of such Developer Services with each Institutions and provide further that the developer has the capacity to manage the transactions for the different Institutions.

4. COMMENCEMENT AND DURATION

This agreement shall commence on the date hereinabove stated and shall endure for a period of 1,2,4or 8 weeks, subject to termination provision of this Agreement. This Agreement will partially extend into the period of maintenance that will last 6 months after the signing of this agreement after which subsequent maintenance costs will be met by ...

As for website development, the Developer shall provide the following services to ... and ... customers on behalf of ...

  1. Developer will facilitate research and design of a website for one of ...'s services ..... as specified in schedule 3
  2. Developer will undertake coding of the specified website and development of its database as specified in schedule 3
  3. Developer will undertake testing of the specified website within a week after completion of the development of the website
  4. Developer will enhance professionalism and sub-Developer decorum while serving ... customers
  5. Developer shall ensure that all outgoing information regarding ... is approved by any ... official as stipulated in the agreement.
  6. Developer shall undertake hosting and emailing services for a period of 6 months as stipulated in Clause 4.1
  7. Developer shall facilitate training on the use and induction for ... staff upon completion of the website development.
  8. Developer will update ..., through the contact people provided in the Agreement, on developments every after 1000 hours.
  9. Developer will attend review meetings on a monthly basis as shall be organized and communicated ,1000 hours before the meeting day, by ... throughout the project duration.

Developer services may only change, based on but not limited to new requirements from ... management and regulatory bodies, subject to a written agreement between both Parties

The Developer SHALL NOT

  1. Carry out the Services when, in the opinion of ..., the Developer's Main Commercial Activity has ceased or is significantly diminished.
  2. Offer any type of guarantee in favor of any entity or person
  3. Offer Solutions similar to those provided by ... under this agreement
  4. Continue providing the Services when it has a proven criminal record involving fraud, dishonesty, integrity, impropriety or any other unlawful act as stipulated in the laws of the republic of Kenya.
  5. Provide, render or hold itself out to be providing or rendering any service which is not specifically permitted in this Agreement.
  6. Be run or managed by ... employee or associate.
  7. Subcontact another entity to carry out any of the Services on its behalf.

5. CUSTOMER COMPLAINTS

... shall establish a complaints redressing mechanism and shall ensure proper communication of this mechanism to its Customers in conjunction with the Developer in proper time and urgency as shall be communicated by the Developer.

6. INDEPENDENT CONTRACTOR

The Developer shall act and perform the services as an independent contractor and nothing contained in this Agreement shall be deemed or construed to create an employment relationship between ... and the Developer.

7. INTELLECTUAL PROPERTY

All Confidential Information shall remain the property of the respective party and its disclosure shall not confer on Either Party any rights, including intellectual property rights, over the Confidential information whatsoever.

All drawing, documentations, specifications, data, source codes and other materials created by Either Party as a result of this agreement shall vest in the Respective Party and may not be used by the Other Party or their appointed representatives at any time and in any way for their benefits without written consent from the Other Party except as provided by this agreement.

8. NON-CIRCUMVENTION

Each Party agrees not to directly or indirectly contact, deal with transact, or otherwise be involved with any corporation, partnership, proprietorship, trust, individuals, or other entities introduced by either Party without the specific written permission of the introducing Party during the duration of this agreement.

Each party agrees not to directly or indirectly circumvent, avoid or bypass each other regarding any renewals, corporation, partnerships, proprietorships, trusts, or other entities introduced by either Party.

9. PRESS STATEMENTS

Both parties undertakes that they shall not at any time, make any reference publicly, whether to press or in books, magazines and periodicals or by advertisement or by radio television or firms or by other madium to:-

  1. any matters of political nature which might impair the relation of both parties with the Government of any country; or
  2. this Agreement; or
  3. the type of extent of the Services required to be performed by both parties hereunder; or
  4. the methods, materials or equipment and any persons employed during the performance of the Services; or
  5. any information in the possession of both parties businesses.

10. UNDERTAKING, REPRESENTATIVES & WARRANTIES

11. LIABILITY AND IDEMNITY

12. FORCE MAJEURE

13. TERMINATION

14. OBLIGATIONS AND RESPONSIBILITIES OF THE DEVELOPER

The Developer shall:
  1. Diligently and dutifully provide the services for and on behalf of ... as provided in article 5.1;
  2. Carry out and perform all such duties and exercise all such functions as may be permitted by law and as may be necessary or desirable for proper conduct and provision of the Services;
  3. Carry out and perform the Services in accordance with this Agreement and the Service levels and Operational requirements and Implementation Strategy provided for but not limited to Schedule 1 hereto and subject to provisions of article 5.1 above;
  4. Declare in writing all the people that will be involved with the project and bind them by the confidentiality and non-disclosure terms of the contracts as will be communicated from time to time
  5. Make all necessary arrangements for proper security of all its workstations where the Services shall be undertaken
  6. Comply with all requests for information and/or documentation relevant to this Agreement or worth public knowledge as shall be made by ... from time to time.
  7. Comply with the highest industry standards in carrying out and performing the Service;
  8. Comply with ...'s policies including but not limited to privacy and terms of service standards and regulations as shall be communicated to the developer from time to time;
  9. Comply with ...'s technology and information security requirements as notified to the Developer by ... from time to time

15. OBLIGATIONS AND RESPONSIBILITIES OF ...

... shall:
  1. Provide the Developer with all necessary assistance, information to enable the Developer to provide the Services.
  2. Facilitate the training of the Developer's top managerial staff on ...'s Solutions as may be necessary for facilitation of the project.
  3. Establish prudential measures to control operating and all other risks in respect of the Services and communicate the same to the Developer
  4. Monitor and supervise the activities of the Developer to ensure effective compliance with all agreed standards and set limits
  5. Periodically undertake comprehensive performance reviews of the Service processes to ensure that all relevant policies, rules, regulations and operational guidelines are followed by the Developer.
  6. Share information on the customer responses and reviews during the period of maintenance and testing of the website and/or application as developed
  7. Carry out periodic physical visits as shall be necessary to ensure that the Developer operates strictly within the requirements of the law, guidelines and the Agreement.
  8. Provide the Developer with training on ... and risk management as shall be needed to ensure proper provision of the Services by the Developer.
  9. Pay the Developer in good time as agreed herein and specified in schedule 2

Payment for Services

As consideration for the services to be provided by the Developer for and on behalf of ... as provided for in this Agreement, ... shall pay to the Developer fees in an amount as follows.

PAYMENT OF SERVICES TO THE DEVELOPER

  1. Web and Domain Hosting - $59
  2. Web Design - $250
  3. Logo and Graphic Design - $50
  4. Search Engine Optimization(SEO) - $15
  5. Social Media Profile - $25
  6. Admin Panel amp&; Secure SSL - $20
  7. User registration - $20
  8. Forums - $20
  9. Several sub-domain - $80
  10. Photo Gallery - $20
  11. Visitor Counter amp&; Web Statistics -$30
  12. Contact Form amp&; Newsletter - $30

The Web Hosting package will have Cloud Storage, unlimited bandwidth and unlimited emails.

The designing of the website will involve a responsive and adaptive design that adapts to the user's device, giving a great user experience.

Several graphical presentations of the website will be designed, and you (the client) will choose the design that appeals to you the most. The client may also provide graphical presentations of choice privately designed to be incorporated in the website. This will also involve designing of the logo.

Search engine Optimization will be done, so that your website gets indexed on all search engines, and we will enhance to make sure your website tops the search results. This will be done by our SEO team.

Bank Details for the Developer

Account Name: Kitsine Tech

Account Number:

Bank Account Branch:

Payment shall only be made through a Bank account owned by KItcine Tech. Other forms of payment are discouraged unless there is a tangible evidence indicating the payment has been made to KItcine Tech.

Privacy Policy

This Privacy Policy applies to kitcine.com (hereinafter, "us" "we" or "kitcine.com". We respect your personal privacy and we are committed to protecting personally identifiable information you may provide us through the website. This "privacy policy" is adopted to explain what information may be collected on our website, how we use this information and circumstances under which we can disclose the information to third parties. The Privacy Policy applies only to information collected through this website but does not apply to our collection of information from other sources.)

The Privacy Policy and the Terms of Use posted on our website set forth the general rules and policies governing your use of our Website, you may be required to to agree to additional terms and conditions. The Privacy Policy is posted on the website and you should review it frequently as it is subject to change from time to time without notice.

BY ACCESSING OUR WEBSITE, TO AGREE TO THIS PRIVACY POLICY. IF YOU DO NOT AGREE TO THIS PRIVACY POLICY, OR TO ANY CHANGES WE MAY SUBSEQUENTLY MAKE, IMMEDIATELY STOP ACCESSING OUR WEBSITE.

  1. Information we collect

  2. Our website typically collects two kinds of information about you: (a) information that you provide which personally identify you which we automatically collect when you visit our Website or that your provide us.

    1. Personally Identifiable information:
    We define personally identifiable information includes any information that may be used to specifically identify or contact you, such as your name, address, e-mail address, phone number, etc. As a general policy, to facilitate the use of kitcine.com content, you mustprovide personally identifiable information when registering. Affiliates of kitcine.com may be also be required to provide a tax identification number.

    2. Non-Personal Information:
    Our definition of non-personal information is any information that does not personally identify you. Non-personal information can include certain personally identified that has been de-identified; that is information rendered anonymous. We obtain non-personal information about you from information that you provide us, either separately or together with personal identifiable information. Some non-personal information can be collected automatically when you access our website. Such information may include, among other things, IP addresses, the type of browser you are using, third party website from which your visit originated, operating system you are using, the domain name of your Internet Service provider and the duration of your visit.

  3. How we use amp&; share the information Collected

  4. 1. Personally Identifiable Information:
    The personally identifiable information you submit to us is generally used to carry out your purchase of kitcine.com content. In the event that you get kitcine.com membership, the personally identifiable information you submit to us will be used to identify you as an kitcine.com member and to facilitate your access to membership benefits. This information can also be used by us to contact you later for a variety of reasons, such as customer service, providing you promotional information about our products and services or those of our other affiliated companies or communicate concerning services we have provided.

    In other instances we may also share your personally identifiable information with our third party vendors performing functions on our behalf (or on behalf of our affiliated companies)? e.g., other companies who provide us marketing or promotional assistance, analyze our data, assist us with customer services, etc. Our vendors agree to use this information, and we share information with them, only to carry out our requests. Except as provided in our Terms of Use, the personally identifiable information will not be shared or sold to any third parties without your prior consent and/or approval.

    2. Non-Personal Information:
    We use non-personal information in a variety of ways, including to help analyze site traffic, understand customer needs and trends, carry our targeted promotional activities, and to improve our services. We may use your non-personal information by itself or aggregate it with information we have obtained from others. We may share your non-personal information with our affiliated companies and third party to achieve these objectives and others, but remember that aggregate information that does not personally identify you.

  5. Other Uses amp&; Information

  6. 1. IP Addresses:
    An IP address is a number that is automatically assigned to your computer whenever you are surfing the Internet . Web servers ( computers that " serve up" web pages ) automatically identify your computer by its IP address. When visitors request pages from our Websites, our servers typically log their IP addresses . We collect IP addresses for purposes of system administration , to report non - personal aggregate information to others, and to track the use of our Website. IP addresses are considered non -personal information and may also be shared as provided above. We reserve the right to use IP addresses and any personally identifiable information to identify a visitor when we feel it is necessary to enforce compliance with our Website rules or to : ( a) fulfil a government request ; ( b) conform with the requirements of the law or legal process ; ( c ) protect or defend our legal rights or property , our Website , or other users; or ( d) in an emergency to protect the health and safety of our Website' s users or the general public .

    2. Cookies:
    " Cookies" are small text files from a website that are stored on your hard drive. These text files make using our Website more convenient by , among other things , saving your passwords and preferences for you. Cookies themselves do not typically contain any personally identifiable information . We may analyse the information derived from these cookies and match this information with data provided by you or another party . If you are concerned about the storage and use of cookies, you may be able to direct your internet browser to notify you and seek approval whenever a cookie is being sent to your hard drive . You may also delete a cookie manually from your hard drive through your internet browser or other programs . Please note , however , that some parts of our Website will not function properly or be available to you if you refuse to accept a cookie or choose to disable the acceptance of cookies.

    3. Email Communications:
    If you send us an email with questions or comments , we may use your personally identifiable information to respond to your questions or comments , and we may save your questions or comments for future reference . For security reasons , we do not recommend that you send non -public personal information , such as passwords, social security numbers , or bank account information , to us by email. However, aside from our reply to such an email, it is not our standard practice to send you email unless you request a particular service or sign up for a feature that involves email communications, it relates to purchases you have made with us( e . g., product updates , customer support , etc. ) , we are sending you information about our other services,or you consented to being contacted by email for a particular purpose . In certain instances , we may provide you with the option to set your preferences for receiving email communications from us ; that is ,agree to some communications but not others.

    4. Transfer of Assets :
    As we continue to develop our business, we may sell or purchase assets . If another entity acquires us or all ( or substantially all ) of our assets , the personally identifiable information and non -personal information we have about you will be transferred to and used by this acquiring entity . Also, if any bankruptcy or reorganization proceeding is brought by or against us , all such information may be considered an asset of ours and as such may be sold or transferred to third parties .

    5. Other :
    Notwithstanding anything herein to the contrary , we reserve the right to disclose any personally identifiable information or non-personal information about you if we are required to do so by law , with respect to copyright or other intellectual property infringement claims , or if we believe that such action is necessary to : ( a) fulfill a government request ; ( b) conform with the requirements of the law or legal process ; ( c ) protect or defend our legal rights or property , our Website , or other users; or ( d) in an emergency to protect the health and safety of our Website' s users or the general public .

  7. Public Forums

  8. We may offer chat rooms, blogs, message boards , bulletin boards , or similar public forums where you and other users of our Websites can communicate. The protections described in this Privacy Policy do not apply when you provide information ( including personal information) in connection with your use of these public forums . We may use personally identifiable information and non -personal information about you to indentify you with a posting in a public forum . Any information you share in a public forum is public information and may be seen or collected by anyone,including third parties that do not adhere to our Privacy Policy . We are not responsible for events arising from the distribution of any information you choose to publicly post or share through our Websites.

  9. Keeping Your Information Secure

  10. We have implemented security measures we consider reasonable and appropriate to protect against the loss , misuse and alteration of the information under our control. Please be advised, however , that while we strive to protect your personally identifiable information and privacy, we cannot guarantee or warrant the security of any information you disclose or transmit to us online and are not responsible for the theft , destruction , or inadvertent disclosure of your personally identifiable information.

  11. Other Sites

  12. Our Website may link to or contain links to other third party websites that we do not control or maintain , such as in connection with purchasing catering services or other services or products referenced on our Website. We are not responsible for the privacy practices employed by any third party website . We encourage you to note when you leave our Website and to read the privacy statements of all third party websites before submitting any personally identifiable information.

  13. Contact Information

  14. You may contact us as provided below if:( a) you have questions or comments about our Privacy Policy ; ( b) wish to make corrections to any personally identifiable information you have provided ; or ( c ) want to opt - out from receiving future promotional correspondence , including emails , from us or our affiliated companies; http://www.kitcine.com We will respond to your request and , if applicable and appropriate, make the requested change in our active databases as soon as reasonably practicable. Please note that we may not be able to fulfil certain requests while allowing you access to certain benefits , features and services offered on or

Non-Disclosure & Non Circumvention Agreement

THIS AGREEMENT made on ...

BETWEEN:

  1. .....((hereinafter referred to as "The disclosing party")which expression shall include its successors in title and assigns) of the one part;
  2. &

  3. KITCINE TECH a registered business under the Laws of Kenya having its registered office in Parklands, Nairobi, Kenya and whose postal address for the purpose of this instrument is Post office Box 123 00100 Nairobi (hereinafter referred to as the "receiving party" which expression shall include its permitted successors in title and assigns) of the other part.
  4. .

WHEREAS:

  1. The Receiving party intends to be engaged by the Disclosing Party as a potential web development agency/ Mobile apps development agency/ Computer software developer agency for (name) and other services from time to time in connection with (name) projects [hereinafter defined]
  2. The disclosing party will (in the course of the discussion for the and/or engagement) provide to the Receiving Party certain Confidential Information with regard to the project and any other trading/business avenues related to their company named herein subject to the terms of this Agreement.

In consideration with the mutual covenants hereinafter set out, and other valuable consideration the receipt and sufficiency of which is hereby acknowledged, IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

  1. In this Agreement(including its recitals) unless otherwise expressly provided or the context otherwise requires the following expressions shall have the following meanings:

    "Business Day" means any day (other than a Sunday) on which banks are generally open for conduct of banking business in kenya;

    "Confidential Information" shall mean all information or data disclosed (whether in writing, orally, in electronic form or by any other means) to the receiving party by the Disclosing party in relation to the project but shall not include any information which is in the public domain prior to disclosure by the Disclosing party to the receiving Party or any information which becomes part of the public domain, by publishing or otherwise, through no unauthorized act or omission on the part of the Prceiving party;

    "Project" shall mean...

    "representatives" means a party's directors,officers,employees,consultants,professional advisers auditor,agents and consultants and other person to whom confidential information is released,given or otherwise provided to in connection or in the evaluation of the project;and

  2. Unless the context otherwise requires, this Agreement:

    1. words denoting the singular number shall include the plural and vice versa and references to the masculine gender include the feminine gender and neuter and vice versa;

    2. refereces to Sections, clauses and sub-clauses are to be construed as references to the Sections, clauses and sub-clauses of this Agreement;

    3. references to a "Party" means a person who ia a Party to this Agreement;

    4. the expression "person" includes a natural person, body corporate, unincorporated body, state, agency, governmental authority or firm;

    5. references to "writing" includes telex, email, facsimile and other forms of written material transmitted electronically; and

    6. references to costs, charges, expenses or remuneration shall be deemed to include, in addition, references to any value added tax or similar tax charged or chargeable in respect thereof.

  3. Section headings are for convinience only and shall not affect the construction or interpretation of this Agreement.

  4. Any covenant by a Party not to do an act or thing shall be deemed to include an obligation not to permit or suffer such act or thing to be done by another person so far as this is within its power or control.

2. HANDLING OF CONFIDENTIAL INFORMATION

  1. In consideration of the Disclosing Party, at the request of the request of receiving Party, disclosing Confidential Information from time to time in respect of the Project, the Receiving Party undertakes that it shall:

  2. maintain the Confidential Information in confidence and to use its exclusively for the purpose of evaluating the Project and infrastructure base, as of potential software development partner for a better understanding of the business processes and for no other purpose whatsoever;

  3. not copy, reproduce or reduce to writing the Confidential Information or any part thereof except as may be reasonable necessary for the Project and that any copies, reproductions+ or reductions to writing so made shall be the property of the Disclosing Party;

  4. not disclose the Confidential Information to any person other than the Representatives who are directly involved in, and who require the Confidential Information or any part thereof for evaluating the Project provided always that:

  5. such Representatives are obliged by their contracts of employment service or engagement not to disclose the Confidential Information; and

  6. the Receiving Party shall enforce such obligations at its expense and at the request of the Disclosing Party in so far as breach thereof relates to the disclosure of Confidential Information.

  7. be responsible for the performance of sub-clause 2.1.1, 2.1.2 and 2.1.3 on the part of the Receiving Party's Representatives to whom the same is disclosed pursuant to Section 2;

  8. apply thereto no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential or proprietary information and which the Receiving party warrants as providing adequate protection of such information from unauthorized disclosure, copying or use; and

  9. Upon the receiving Party deciding not to participate in the Project or on negotiations being terminated, or on our written request, as soon as practicably possible, return to the Disclosing Party all written Confidential Information and copies thereof, all confidential Information held in any form of the information storage system and if and to the extent that the Confidential Information is incapable of being returned, destroy or delete (to the extent practicable and undertake not to attempt to recover) all such Confidential Information and all copies and extracts thereof (except that you shall be entitles to retain Secondary Information provided that it is kept confidential in accordance with this Agreement).

  10. maintain a list of representatives to whom any Confidential information is disclosed and to make available such list to the Disclosing Party upon request.

  11. Notwithstanding anything hereinbefore set out the Receiving party shall be entitled to make any disclosure required by law or pursuant to any court order or other lawful and proper demand by any competent authority of Confidential Information provided always that, save to the extent it is prohibited to do so by law, it shall give the disclosing party not less than seven (7) Business Day's notice of such proposed disclosure and shall consult with the Disclosing Party prior to such disclosure with a view to avoiding such disclosure if legally possible.

3. UNFAIRBENEFIT

For the consideration aforesaid, the Receiving Party covenants and agrees that it will not directly or indirectly and whether solely or jointly with any other person or persons after the disclosure to it of Confidential Information pursuant to this Agreement, without the prior written consent of the Disclosing Party (which consent may be withheld absolutely), make any commercial use of the Confidential Information to the prejudice of the Disclosing Party nor use the Confidential Information for the benefits of itself or any third party other than pursuant to a further agreement with the Disclosing Party.

4. IMMEDIATE OBLIGATION

Each Party acknowledges and confirms that the provisions of this Agreement are intended to impose an immediately binding legal obligation and save to the extent otherwise expressly provided are to continue from the date of execution of the Agreement unless and until a Party relieves the other in writing of their respective obligation in this Agreement.

5. NON-ASSIGNMENT

This Agreement shall not be assigned or otherwise transferred in whole or in part by the Receiving Party without the prior written consent of the Disclosing Party.

6. SEVERABILITY

Each provision of this Agreement (including each undertaking and part thereof) shall be construed separately and independently from each other provision and notwithstanding that such provision and/or undertaking (or any part thereof) may prove to be illegal or unenforceable the remaining provisions and undertakings of this Agreement shall continue in full force and effect.

7. NON-SOLICITATION

During the term hereof, neither party will, directly or indirectly, solicit or attempt to solicit any business from any of the Company's Customers, Customer Prospects, or Vendor with whom the other party deals.

During the term hereof, neither party will, directly or indirectly, on its own behalf or on the behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any non-clerical employee of the other party with whom that party had contract with or who was engaged in the negotiations, to terminate their employment relationship.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Parties in respect of the Confidential Information and supersedes all previous agreements, understanding and undertakings in respect thereof and all obligations implied by law to the extend that they conflict with the express provisions of this Agreement and the provisions of this agreement may not be altered except by written agreement between the Parties.

9. NOTICES

Any notices required or permitted to be given by or under this Agreement may be given by delivering it to the Party in question in person or by sending it in a pre-paid envelopes by registered post to the party concerning at its address shown in this agreement or to such other address as the Party concerned may have notified to the other and any such notice shall be deemed served in the case of personal service at the time of delivery to the party concerned and in any other case seven (7) days (inclusive of the date of posting) after the date on which it is put in the post and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted by registered post

10. GOVERNING LAW

The interpretation, construction and effect of this Agreement shall be governed by and construed in all respects in accordance with the laws of Kenya

11. JURISDICTION

The parties hereby submit to the non-exclusive jurisdiction of the courts of the republic of Kenya.

12. GENERAL

The rights and remedies of each of the parties in connection hereby with are cumulative and are not exclusive of any right or remedies provided by law.

Failures by either Party to exercise any rights under this Agreement in any one or more instances will not constitute a waiver of such rights in any other instance. Waiver by such Party of any default under this Agreement will not be deemed a waiver or any other default.

This Agreement may be executed in couterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

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