SERVICE AGREEMENT

MAGENTA (K) LTD

AND

SANKARA NAIROBI - KENYA

 CONTENTS

1. Definitions
2. Interpretation
3. Recital
4. Appointment
5. Duration
6. Services
7. Additional Services
8. Additional Equipment
9. Service Levels
10. Review of Service Levels
11. Fees
12. Payment of Fees
13. Contract Managers
14. Monitoring of Services
15. Contractor’s Obligations
16. The Company’s Obligation
17. Indemnity
18. Delay in Performance
19. Confidentiality
20. Force Majeure
21. Deadlock and Disputes
22. Breach
23. Assignment
24. Miscellaneous
This Agreement is made on 17th Feb, 2017

BETWEEN
(1) MAGENTA K LTD registered under company number [C] with its principal office
at [No.03 Mogotio Rd, Westlands P.O. Box - 688-00621, NAIROBI, KENYA
hereinafter referred to as the (“Contractor”)

AND

(2) Sankara Nairobi - Kenya registered under company number [----------] with its
principal office at [05 Woodvale Grove - Westlands, P.O BOX: 1638 - 00606 NAIROBI
] hereinafter referred to as the (“Company”)

1. DEFINITIONS

In this Agreement, unless the context clearly requires otherwise, the following words and
expressions shall have the meanings ascribed to them below:

Agreement The agreement as set out in this document together with the
annexures hereto;

Business Day Any day other than a Saturday, Sunday or a day on which the
banking institution are customarily closed;

Companies Act N/A

Confidential Information All information pertaining to one Party, disclosed or made

available to the other Party as a result of this Agreement, which
information may include, but is not limited to, trade secrets, know-
how, inventions, patents and patent applications including, but not
limited to, method of conducting business including, but not
limited to, marketing, tendering procedures and tendering
materials, development of products, protecting market
developments, accounting policies, systems adopted and carried on
and profit margins; the identity, title and terms of contracts which
either Party has or may in the future have with any other party and
all other information disclosed or which may be disclosed by either
Party in any form whatsoever, from time to time;

Company Sankara Nairobi - Kenya

Contractor MAGENTA K LTD
Contract Managers The respective representatives of the Parties appointed in terms of
13;

Effective Date The date from the Contract Agreement is signed by both parties.
 Equipment The equipment detailed in Annexure A and supplemented by the
Parties from time to time as set out in 8, in respect of which
MAGENTA K LTD will provide the Services;

Parties The parties to this Agreement and “Party” means either one of
them;

Services The services to be rendered by the Contractor to the Company in

terms of this Agreement, as more fully described in Annexure B
here to and in any subsequent service addenda added to this
Agreement as contemplated in 7 below;

Service Fee The annually fees payable by the Company to the Contractor in
consideration for rendering the Services, as more fully described in
Annexure C hereto;

Service Levels The minimum levels of service to be achieved by the Contractor in

rendering the Service under this Agreement, as more fully
described in hereto and in any subsequent service level addenda
added to this Agreement as contemplated in 7 below;

Signature Date The date upon which this Agreement is signed by the Party signing
last in time; and

Visit The preventative maintenance and service visits to the Company’s

site, during which the Contractor will provide the Service, as set
out more fully in Annexure B.

2. INTERPRETATION

2.1 The clause headings in this Agreement are included for reference purposes only and shall
not in any way affect or govern the interpretation or construction of this Agreement.

2.2 In this Agreement, unless a contrary Intention clearly appears:

2.2.1 Any reference to any enactment is to that enactment as at the date of signature
hereof and as amended or re-enacted from time to time;

2.2.2 A reference to a Party includes that Party’s successors and Permitted assigns;

2.2.3 Any reference to one gender includes the other gender;

2.2.4 Any reference to the singular includes the plural and vice versa; and

2.2.5 Any reference to natural persons includes legal persons and vice versa.
 2.3 If any provision in a definition, this interpretation clause or the recital clause in this
Agreement is a substantive provision conferring rights or imposing duties on any Party,
notwithstanding that it is only in the definition, this interpretation or the recital clause,
effect shall be given to it as if it were a substantive provision in the operative part of this
Agreement;

2.4 When any period is prescribed in this Agreement, that period shall be reckoned
exclusively of the first and inclusively of the last day unless the last day falls on a day
other than a Business Day, in which case the last day shall be the next succeeding
Business Day;

2.5 Where words have been defined in the body of this Agreement, such words will, unless
otherwise required by the context, have the meanings so assigned throughout this
Agreement.

3. RECITAL

3.1 The Contractor has the know-how, expertise and infrastructure to provide the Services to
the Company and the Company requires the Contractor to provide the Services in order
for the Company to effectively and efficiently carry on its business.

3.2 The Contractor agrees to supply to the Company and the Company agrees to obtain from
the Contractor the Services, as fully described in Annexure B, or in any further addenda
to this Agreement, on the terms and conditions set out in this Agreement.

4. APPOINTMENT

4.1 The Company hereby appoints the Contractor, which accepts the appointment, to provide
the Company with the Services on the terms and conditions set out in this Agreement.

4.2 The services to be provided by the Contractor are set out more fully in Annexure B
hereto. In the event that additional services are to be provided by the Contractor, such
services shall be set out in detail in additional addenda as contemplated in 7 below.

4.3 In rendering the Services to the Company, the Contractor warrants and undertakes that it
shall:

4.3.1 Obtain any permits, licences and certificates as may be required from time to time
for the provision of the Services;

4.3.2 Act in accordance and comply with all applicable legislation and any regulations
issued under such legislation;

4.3.3 Not do anything which is inconsistent with the law;

4.3.4 Comply with all relevant and applicable industry norms and standards; and
 4.3.5 Maintain, at least, the relevant Service Levels, if any, applicable to the Services
in question.

5. DURATION

5.1 This Agreement shall, notwithstanding its Signature Date, commence on the Effective
date and shall, subject to the provisions of this Agreement, endure for a period of 12
(twelve) months.

5.2 This Agreement may be extended for further 12 months periods, on written notice by
either Party, received by the other Party by no later than 3months prior to the termination
of the Initial Period, on the same terms and conditions as contained in this Agreement,
except that the Service Fees shall escalate annually as it will be arranged by both Parties.

5.3 Either Party may terminate this Agreement by giving not less than two months notice to
the other Party, in which event the Agreement shall terminate on the expiry of the
relevant notice period.

6. SERVICES

6.1 The Contractor shall perform the Services in respect of the Equipment, during the agreed
Visits on the dates determined by the Contractor in consultation with the Company.

7. ADDITIONAL SERVICES

7.1 If the Company requires the Contractor to provide any additional services not specified in
Annexure B, and the Contractor agrees to provide such services to the Company, the
additional services shall be described in further addenda, before signed by both Parties
and attached to this Agreement.
7.2 The additional services to be provided by the Contractor, as contemplated in 7.1 shall be
provided on the same terms and conditions as contained in this Agreement. Each further
addenda referred to in 7.1 and 7.3 shall, on its execution, form part of this Agreement.

7.3 If additional services are to be provided by the Contractor, the Parties shall
simultaneously agree on the service levels (if any) applicable to such additional services
and shall document such service levels in a separate service level annexure, sign such
annexure and attach it to this Agreement. The service fees applicable to such additional
services shall be as detailed in Annexure C.

8. ADDITIONAL EQUIPMENT

Further equipments may be added to and become part of this Agreement, subject to
agreement between the Parties. The descriptions of such Equipment will be detailed in
Annexure A.
9. SERVICE LEVELS

9.1 The Services shall be rendered in compliance with the Service Levels, if any, as set out
more fully in Annexure B hereto or as recorded in any subsequent service level annexure,
as the case may be.

10. REVIEW OF SERVICE LEVELS

10.1 The Service Levels shall be subject to 12 months review by the Parties.

10.2 The Parties shall meet within 60 days of the anniversary of the Effective Date each year
to review:

10.2.1 The performance by the Contractor of its obligations under this Agreement; and

10.2.2 The Contractor’s compliance with the Service Levels applicable in respect of the
immediately preceding year.

10.3 Any amendments to the Service Levels resulting from each review shall be reduced to
writing and signed by both Parties and the Service Levels shall, for purposes of this
Agreement, be amended accordingly.

10.4 Notwithstanding the stipulated Service Levels, the Contractor shall render the Services
in a manner and at a level which:

10.4.1 Is to the reasonable satisfaction of the Company; and

10.4.2 Is in accordance with industry norms, standards and pricing.

11. FEES

11.1 In consideration for the Services (or any additional services) rendered by the Contractor
to the Company in terms of this Agreement, the Company shall pay the Contractor the
Service Fees set out in Annexure C hereto.

12. PAYMENT OF FEES

12.1 The Service Fees shall be payable at the end of each quarter to reflect in the
Contractor’s account before the end of that month. The first invoice for Service Fees (in
respect of the Service) payable under this Agreement, shall be sent by the Contractor to
the Company on the Effective date in respect of the second month of this Agreement ,
and subsequent invoices will be sent by the Contractor to the Company on the 30 day of
every second month of the quarter (in respect of the month following such invoice date)
and each invoice shall be due and payable on the date the invoice is received by the
 Company, which date, for purposes of this Agreement, shall be deemed to be no later
than 15 days from the date of the invoice.

12.2 Should payment not be received within a period of 15 days from the date the invoice is
due and payable in terms of 12.1, the Contractor may discontinue the Services to the
Company and/or terminate this Agreement after having given the Company 14 days
written notice to this effect. The amount outstanding shall bear interest at a rate of 10%,
compounded monthly from the due date to date of payment, at a rate of annum equal to
the Penalty interest rate.

12.3 A certificate under the signature of a duly authorised employee of the Contractor setting
out the amount due and payable by the Company at any time in terms of this Agreement
shall be sufficient and prima facie proof, in the absence of manifest error, of the
Company’s debt for the purpose of insolvency and legal proceedings and the obtaining
of provisional sentence.

13. CONTRACT MANAGERS

13.1 Within 14 days after the Signature date, the Contractor and the Company will advise
each other by e-mail the contact name of their personnel who will be responsible for
this operation.

13.2 The Authorized personnel shall be authorised to manage this Agreement on behalf of
the Parties and shall have the necessary skills, expertise and experience to act in such
representative capacity.

13.3 Unless otherwise agreed between the Parties, all communication regarding the
performance of the Services shall take place between the Authorized personnel.

13.4 Any appointment, removal or replacement of Authorized personnel by a Party, shall be

made on written notice (by e-mail) to the other Party, and shall be effective as at the
date of receipt of such notice by the other party.

14. MONITORING OF SERVICES

14.1 The Authorized personnel shall agree upon procedures for holding meetings, which
shall take place at least once a quarter or as required, in order to report on all aspects
regarding the provision of Services and the attainment of the Service Levels in terms of
this Agreement.

14.2 The Parties shall maintain complete and accurate records as well as all other required
data that may be necessary for the proper administration of this Agreement with respect
to the issues and for the periods of time determined by the Authorized personnel
including, inter alia, full and accurate records of all Services performed under this
Agreement.
 14.3 Both Parties shall permit the other Party and its duly authorized representatives, on
reasonable notice, to Inspect and make copies of its books, reports, records, contracts,
data, procedures, event logs, transaction logs, correspondence, documents and the like
relating to the terms of this Agreement so as to satisfy the other Party generally as to
compliance with the terms of this Agreement. For the purposes foresaid, both Parties
shall, in addition, provide such additional information as the other Party may
reasonably require.

14.4 Both Parties shall render such reasonable assistance as may be necessary to allow the
Parties to exercise their rights in terms of this 14.

15. CONTRACTOR’S OBLIGATIONS

15.1 The Contractor shall perform all Services at the Company’s premises where the
Equipment is located. For repair that cannot be performed at the Company’s premises,
the Company will allow the Contractor to take the equipments to its workshop for
repair.

15.2 All Services shall be performed by the Contractor with the least possible interference or
disruption to the orderly conduct of the normal operations of the Company.

15.3 Once the Services have been completed, the Contractor shall leave the Company’s
premises in as neat, orderly and clean condition as the premises were in prior to the
Contractor performing the Services.

15.4 The Contractor will perform routine maintenance on the Equipment every 90 days.

15.5 The Contractor shall supply the Company with reports detailing the work carried out on
each piece of Equipment every quarter, and the Contractor’s recommendations as to any
further maintenance or services which such Equipment requires.

16. THE COMPANY’S OBLIGATIONS

16.1 The Company shall provide adequate working facilities for the Contractor’s personnel
to allow the Contractor’s personnel to perform the Services. The facilities will include
adequate workspace, heat, lighting, ventilation, electrical current and earth grounded
electrical outlets. The facilities will be located within reasonable distance from the
Equipment being serviced and will be provided by the Company at no cost to the
Contractor.

16.2 The Company shall be responsible for providing the Contractor’s personnel with
prompt access to the Equipment, on the dates on which the Services are to be provided,
and for obtaining all necessary work permits, clearances or other requisite access
authority (including airside passes if applicable).
 16.3 The Company shall issue the Contractor personnel permit pass to enable them enter the
premises during working hours for the routine, preventative quarterly, yearly, and
emergency call out.

17. INDEMNITY

The Company indemnifies the Contractor against any claims by any third party and all costs
in connection with such claims, arising out of or resulting from the Contractor providing the
Services in terms of this Agreement on the Company’s premises.

18. DELAY IN PERFORMANCE

18.1 If the Company unreasonably delays the Contractor from providing the Services in terms
of this Agreement, then all additional costs, including the cost of any return Visit, shall be
paid by the Company. Any return Visit will be at the option of the Company and any
extended stay as a result of the Company delays shall be at the option of the Contractor.

19. CONFIDENTIALITY

19.1 Both Parties agree not to divulge any Confidential Information of the other Party to any
third party without the prior written consent of the other Party.

19.2 The confidentiality obligation contained in 19.1 will not apply to any of the Confidential
Information which:

19.2.1 is or becomes part of the public domain through no fault of the divulging
Party;

19.2.2 becomes available to the divulging Party from a third party having a lawful
right to disclose such information to the divulging Party, as can be
demonstrated by competent written evidence by the divulging Party;

19.2.3 was known to the divulging Party prior to disclosure thereof to it as an be

demonstrated by competent written evidence in the possession of the
divulging Party; or
19.2.4 Is required by law to be disclosed.
19.3 If either Party becomes compelled in terms of any law or regulation, which law or
regulation it is required to comply with, to disclose any part of the confidential
information; such Party shall promptly notify the other Party in writing of such law or
regulation and of the actions which the divulging Party proposes to take in response. In
such event, the divulging Party shall, prior to any such disclosure, take full account of
any reasonable representations made by the other Party, whether concerning resistance to
the requirement of disclosure, the form and/or manner of disclosure or the expenses to be
incurred by the other Party pursuant to such disclosure and shall exercise its best
endeavors to ensure that, to the maximum extent possible in the circumstances, the
Confidential Information will be kept confidential.
19.4 This 19 is severable from the rest of this Agreement and shall remain in full force and
effect notwithstanding the termination of this Agreement.

20. FORCE MAJEURE

20.1 Neither of the Parties shall be liable for loss or damage sustained by reason of its failure
to perform its obligations under this Agreement if the failure results from any force
majeure, including anyone or more of the following: vis major, casus fortuitous, acts of
God, any Jaw, decree, regulation, order or governmental authority, epidemic, flood,
earthquake or like natural disaster, any strike, lock-out or other labour dispute, any
embargo or anything beyond the Party's reasonable control whether foreseeable or not,
provided however that the Party whose performance shall have been prevented shall give
written notice within a reasonable time to the other Party of the nature thereof and the
date such condition commenced and shall further give written notice within a reasonable
time after the condition shall have ended.

20.2 Notwithstanding the provisions of 20.1, inability to meet payment because of a lack of
funds shall in no circumstances be treated as an event of force majeure.

21. DEADLOCK AND DISPUTES

21.1 In the event of any dispute or difference arising between the Parties hereto relating to or
arising out of this Agreement, including the implementation, execution, Interpretation,
rectification, termination or cancellation of this Agreement, the said dispute or difference
shall, on written demand by either Party to the dispute, be referred to a joint committee,
comprising the Contract
Manager of each Party and a director or equivalent officer of each Party, or alternatives
appointed by them, who will use their best endeavors to resolve the dispute within 30
days of the dispute having been referred to it. If the joint committee is unable to resolve a
dispute within 30 days of it being referred to it, such dispute may be referred to
arbitration in Nairobi in accordance with the rules of the Arbitration Foundation of Kenya
by an arbitrator or arbitrators appointed by the Foundation and agreed to by the Parties.

21.2 Should the Parties fail to agree on the appointment of an arbitrator within 10 (ten) days
after arbitration has been demanded, the arbitrator shall be nominated (at the request of
any Party to the dispute) by the Foundation.

21.3 The decision of the arbitrator shall be final and binding on the Parties to the arbitration
and may be made an order of court at the insistence of any Party to the arbitration.

21.4 Nothing herein contained shall be deemed to prevent or prohibit either Party from
applying to the appropriate Court for urgent relief.
21.5 This 21 is severable from the rest of this Agreement and shall remain in full force and
effect notwithstanding the termination of this Agreement.

22. BREACH

22.1 Should either Party ("the Defaulting Party") fail to comply with any of the provisions of
this Agreement, the other Party shall be entitled to give the Defaulting Party notice of
such default, and If the Defaulting Party fails to remedy the default within 30 days after
receiving such notice, or if the circumstances justify it, such other period as may be
agreed between the Parties, the other Party may terminate this Agreement, without
prejudice to any claim for damages suffered as a result of the default on the part of the
Defaulting Party.

23. ASSIGNMENT
23.1 The provisions of this Agreement will automatically be transferred to any legal
successors of the Parties.

23.2 The Contractor shall be entitled to assign its rights and obligations (or any of them) under
this Agreement to any third party with the prior written consent of the Company.

23.3 The Company shall be entitled to assign its rights and obligations (or any of them) under
this Agreement to any third party with the prior written consent of the Contractor.

24. MISCELLANEOUS

24.1 Domicilia and notices

24.1.1 All notices to be given in connection with this Agreement shall be transmitted by
e-mail or sent by prepaid registered post:

In the case of the Contractor at:

MAGENTA K LTD
No. 03 Mogotio Rd,
Westlands
P.O Box 688-00621
` Nairobi, Kenya

In the case of the Company at:

Sankara Nairobi - Kenya
PO BOX: 1638 - 00606
NAIROBI
 24.1.2 Either Party may change its address for this purpose to another address by
notice in writing to the other Party, such address being effective on receipt by
the addressee of such written notice. A notice shall be necessary in respect of
a new or changed telefax number.

24.2 Further assurance:

Each Party shall execute all documents promptly and do all things that the other Party
may from time to time reasonably require of it to effect, perfect or complete the
provisions of this Agreement.

24.3 Entire contract

This Agreement constitutes the entire contract between the parties with regard to the
matters dealt with herein. There are no terms, conditions or warranties, express or
implied, other than those contained in this Agreement and there have been no prior
representations made by the Parties or any other person purporting to act for the Parties.

24.4 Variation, cancellation and waiver

No variation of the terms of this Agreement, or consensual cancellation of this

agreement, shall be effective unless reduced to writing and signed by or on behalf of the
Parties.

24.5 Indulgences

No indulgence which either of the Parties may grant to the other shall constitutes a
waiver by the former of its rights under this Agreement; accordingly that Party shall not
be preclude, as a consequence of it having granted such indulgence, from exercising any
of its rights against the other which may have arisen in the past or which may arise in the
future.

24.6 Severability
If any of the provisions of this Agreement shall be held unenforceable in any pertinent
jurisdiction, such event shall not affect the validity of the remainder of the provisions of this
Agreement which shall remain effective as if any such unenforceable provision were not a part
of this Agreement.

24.7 Counterparts

This Agreement may be concluded by the Parties signing separate counterparts, which
shall together constitute the Agreement of the Parties.
 24.8 Applicable law

This Agreement shall be governed by, construed and interpreted in accordance with the
laws of Kenya.

Signed at ________________ on _________________ 2017

As Witnesses: -
1. _______________________
2. _______________________
_________________________
For: MAGENTA K LTD
Name:
Capacity:
Who warrants his/her authority

Signed at _____________on ______________ 2017

As Witnesses: -
1. _______________________
2. _______________________
_________________________
For: Sankara Nairobi - Kenya
Name:
Capacity:
Who warrants his/her authority

ANNEXURE A

SCHEDULE OF EQUIPMENT

Item Model Quantity Location

1 Walk Through Metal 2 Sankara Nairobi
Detectors – CEIA Model
 ANNEXURE B

SERVICES

1. The Contractor shall conduct four (4) preventative maintenance and service visit annually at
three (3) months intervals. The actions to be carried out by the Contractor at such
preventative and maintenance service visits shall include, but not be limited to the following:

Machine:
(a) Calibration check and adjustment;
(b) Radiation check.
(c) Clean Printed Circuit boards;
(d) Check/repair control cables;
(e) Check unit is electrically safe;
(f) Clean interior of unit
(g) Check the attached UPS (Battery in/out put voltages)
(h) Check display & control keys
2. Preventative maintenance and service actions performed by the Contractor shall include
labour required to adjust, maintain, repair or restore the equipment (as detailed in Annexure
A) to proper operating condition in accordance with the manufacturer's specifications.

3. The Contractor will carry out all reasonable repairs during the preventative maintenance and
service visit in order to return the equipment (as detailed in Annexure A) to full working
order subject to:

(a) all consumables being immediately supplied by the Company on site

(b) all parts required being immediately supplied by the Company on site
(c) the equipment being capable of repair
(d) There being sufficient time during the visit to effect the repair.
4. The Contractor will advise the Company free of charge on what spares should be held by the
Company from time to time and provide an ordering service for spare parts throughout the
term of this Agreement.
5. The Contractor will provide a report on each piece of equipment (detailed in Annexure A),
detailing the work done, its condition and any other recommended action.
6. Service actions performed by the Contractor under this Agreement will not include
maintenance or repairs of accessories, attachments or similar devices not originally supplied
or provided by the original manufacture, painting or refinishing materials; repair due to
improper handling; equipment failures resulting from installation or operation not in
accordance with the manufacturer's instructions; equipment damage due to misuse or abuse;
rectifying the work of others.

ANNEXURE C

SERVICE FEES

1. The fees payable by the Company for the Services detailed in Annexure B in respect of the
Equipment detailed in Annexure A shall be:

Ksh. 12,000.00 + VAT per visit per equipment.

This includes:
 4 quarterly visits for maintenance and services as per annexure A
2. All payments shall be made to the Contractor every quarter within 30 days of receipt of
invoice for job done

3. In the event of the Company requiring the Contractor to carry out any additional Services
(not detailed in Annexure B on the Equipment detailed in Annexure A), the following
charges will apply:
Ksh. 1000.00 + VAT PER UNIT PER VISIT
4. All repairs and spare parts will be charged separately.