CONSTRUCTION CONTRACT

I. The Parties.

This Construction Contract (“Agreement”) is made between:

Client: MUSA NYANDUSI LWEGADO of Identification Card Number 11069086 and P.O Box
49427-00100 Nairobi (“Client”)

AND

Contractor: SHAVANDU COMPANY LIMITED of Registration Number 78391/R/1023 and

P.O Box 205-50312 Hamisi (“Contractor”).

WHEREAS the Client intends to pay the Contractor for Services provided, effective 29th
November 2023, under the following terms and conditions:

II. The Services.

The Contractor agrees to perform the following:

a. Construction of the ground floor of a building on all that parcel of land known as Title
Number LR No. KAJIADO/KAPUTEI NORTH/6628.

Hereinafter known as the “Services”.

The scope of the “Services” to be provided will include:

1. Binding and concrete.

2. Binding shatter.

3. Binding metals.

4. Concrete of shatter.

5. Labour.

III. Payment.

In consideration for the Services to be performed by the Contractor, the Client agrees to pay Kenya
Shillings ________________________ ( /-) which is payable in instalments.

Completion shall be defined as the fulfillment of Services as described in Section II in accordance

with industry standards and to the approval of the Client, not to be unreasonably withheld.

The Contractor agrees to be paid:

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 a. A deposit of Kenya Shillings _______________ ( /-) paid on 29th November
2023.

b. The second instalment of Kenya Shillings ___________________ ( /-) shall be

paid on or before the 4th week from the date of execution of the contract.

c. The balance shall be paid on the 8th week after the second instalment .

IV. Due Date.

The Services provided by the Contractor shall be completed by 18th January, 2024.

V. Expenses.

The Contractor shall be:

a. Responsible for all expenses related to providing the Services under this Agreement. This
includes, but is not limited to, supplies, equipment, operating costs, business costs,
employment costs, taxes, Social Security contributions/payments, disability insurance,
unemployment taxes, and any other cost that may or may not be in connection with the
Services provided Contractor.

b. The Client will be required to pay the Contractor within thirty (30) days of any Expense
after receiving an itemized expense statement from the Contractor. Upon request by the
Client, the Contractor may have to show any receipt(s) or proof of purchase for said
Expense(s).

VI. Liability Insurance (Minimum ($) Amount).

The Contractor agrees to bear all responsibility for the actions related to themselves and their
employees or personnel under this Agreement. In addition, the Contractor agrees to obtain
comprehensive liability insurance coverage in case of bodily or personal injury, property damage,
contractual liability, and cross-liability (“Liability Insurance”).

In addition, the Client or Contractor may terminate this Agreement, and any obligations stated
hereunder, with reasonable cause by providing written notice of a material breach of the other
party; or any act exposing the other party to liability to others for personal injury or property
damage.

VIII. Option to Terminate.

The Client and Contractor shall have the option to terminate this Agreement at any time by
providing a Thirty-days (30) written notice.

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IX. Independent Contractor Status.

The Contractor, under the code of the Kenya revenue is an independent contractor, and neither the
Contractor's employees or contract personnel are, or shall be deemed, the Client's employees.

In its capacity as an independent contractor, Contractor agrees and represents: Contractor has the
right to perform services for others during the term of this Agreement; Contractor has the sole right
to control and direct the means, manner, and method by which the Services required by this
Agreement will be performed. Contractor shall select the routes taken, starting and ending times,
days of work, and order the work is performed; Contractor has the right to hire assistant(s) as
subcontractors or to use employees to provide the Services required under this Agreement. Neither
Contractor, nor the Contractor’s employees or personnel, shall be required to wear any uniforms
provided by the Client; The Services required by this Agreement shall be performed by the
Contractor, Contractor’s employees or personnel, and the Client will not hire, supervise, or pay
assistants to help the Contractor; Neither Contractor nor Contractor’s employees or personnel shall
receive any training from the Client in the professional skills necessary to perform the Services
required by this Agreement; and Neither the Contractor nor Contractor’s employees or personnel
shall be required by the Client to devote full-time to the performance of the Services required by
this Agreement.

X. Business Licenses, Permits, and Certificates.

The Contractor represents and warrants that all employees and personnel associated shall comply
with federal, state, and local laws requiring any required licenses, permits, and certificates
necessary to perform the Services under this Agreement.

XI. Taxes.

Under this Agreement, the Client shall not be responsible for:

Withholding , Medicare, Social Security, or any withholding taxes from the Contractor’s payments
to employees or personnel or make payments on behalf of the Contractor; Make unemployment
compensation contributions on the Contractor’s behalf; and the payment of all taxes incurred
related to or while performing the Services under this Agreement, including all applicable income
taxes and, if the Contractor is not a corporation, all applicable self-employment taxes. Upon
demand, the Contractor shall provide the Client with proof that such payments have been made.

XII. Benefits of Contractor’s Employees.

The Contractor understands and agrees that they are solely responsible for shall be liable to all
benefits that are provided to their employees, including but not limited to, retirement plans, health
insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.

XIII. Unemployment Compensation.

The Contractor shall be solely responsible for the unemployment compensation payments on
behalf of their employees and personnel. The Contractor shall not be entitled to unemployment
compensation in connection with the Services performed under this Agreement.

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XIV. Workers’ Compensation.

The Contractor shall be responsible for providing all workers’ compensation insurance on behalf
of their employees. If the Contractor hires employees to perform any work under this Agreement,
the Contractor agrees to grant workers’ compensation coverage to the extent required by law. Upon
request by the Client, the Contractor must provide certificates proving workers’ compensation
insurance at any time during the performance of the Service.

XV. Indemnification.

The Contractor shall indemnify and hold the Client harmless from any loss or liability from
performing the Services under this Agreement.

XVI. Confidentiality.

The Contractor acknowledges that it will be necessary for the Client to disclose certain confidential
and proprietary information to the Contractor in order for the Contractor to perform their duties
under this Agreement. The Contractor acknowledges that disclosure to a third party or misuse of
this proprietary or confidential information would irreparably harm the Client. Accordingly, the
Contractor will not disclose or use, either during or after the term of this Agreement, any
proprietary or confidential information of the Client without the Client's prior written permission
except to the extent necessary to perform Services on the Client's behalf.

Proprietary or confidential information includes, but is not limited to: The written, printed, graphic,
or electronically recorded materials furnished by Client for Contractor to use; Any written or
tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any
information that Client makes reasonable efforts to maintain the secrecy of business or marketing
plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how
and processes, computer programs and inventories, discoveries, and improvements of any kind,
sales projections, and pricing information; and information belonging to customers and suppliers
of the Client about whom the Contractor gained knowledge as a result of the Contractor's Services
to the Client.

Upon termination of the Contractor's Services to the Client, or at the Client's request, the
Contractor shall deliver to the Client all materials in the Contractor's possession relating to the
Client's business. The Contractor acknowledges any breach or threatened breach of confidentiality
that this Agreement will result in irreparable harm to the Client for which damages would be an
inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an
injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief
shall be in addition to the Client's rights and remedies otherwise available at law.

XVII. Proprietary Information.

Proprietary information, under this Agreement, shall include:

a. The product of all work performed under this Agreement (“Work Product”), including
without limitation all notes, reports, documentation, drawings, computer programs,
inventions, creations, works, devices, models, work-in-progress and deliverables will be

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 the sole property of the Client, and Contractor hereby assigns to the Client all right, title
and interest therein, including but not limited to all audiovisual, literary, moral rights and
other copyrights, patent rights, trade secret rights and other proprietary rights therein.
Contractor retains no right to use the Work Product and agrees not to challenge the validity
of the Client’s ownership in the Work Product;

b. Contractor hereby assigns to the Client all right, title, and interest in any and all
photographic images and videos or audio recordings made by the Client during
Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other
benefits derived from such photographs or recordings; and The Client will be entitled to
use Contractor's name and/or likeness in advertising and other materials.

XVIII. No Partnership.

This Agreement does not create a partnership relationship between the Client and the Contractor.
Unless otherwise directed, the Contractor shall have no authority to enter into contracts on the
Client's behalf or represent the Client in any manner.

XIX. Assignment and Delegation.

The Contractor may assign rights and may delegate duties under this Agreement to other
individuals or entities acting as a subcontractor (“Subcontractor”). The Contractor recognizes that
they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless
of any liability in connection with their performed work.

The Contractor shall be responsible for any confidential or proprietary information that is shared
with the Subcontractor in accordance with Sections XVI & XVII of this Agreement. If any such
information is shared by the Subcontractor to third (3rd) parties, the Contractor shall be made liable.

XX. Governing Law.

This Agreement shall be governed under the Laws of Kenya.

XXI. Severability.

This Agreement shall remain in effect in the event a section or provision is unenforceable or
invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules
that any such provision or section is invalid or unenforceable, thus, limiting the effect of another
provision or section. In such case, the affected provision or section shall be enforced as so limited.

XXII. Breach Waiver.

Any waiver by the Client of a breach of any section of this Agreement by the Contractor shall not
operate or be construed as a waiver of any subsequent breach by the Contractor.

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XXII. Entire Agreement.

This Agreement, along with any attachments or addendums, represents the entire agreement
between the parties. Therefore, this Agreement supersedes any prior agreements, promises,
conditions, or understandings between the Employer and Employee.

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Signed by:

MUSA NYANDUSI LWEGADO

Signature ______________________ Dated 29th November 2023

In presence of :

Signed by:

EVANS SHANZU VIDOLWA

(On behalf of Shavandu Company Limited)

Signature ______________________ Dated 29th November 2023

In presence of :

DRAWN BY:
PAUL MUGWE & CO. ADVOCATES,
B6, 51 LENANA,
KILIMANI, LENANA ROAD,
P.O. BOX 20309-00200
NAIROBI
Email: info@paulmugweadvocates.co.ke

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