Terms of Contract

1.   Definitions. As used herein, the following terms shall have the meaning as set forth below:

A. Products; shall mean the following of Company’s products to be sold by Representative: (Business and Institutional based software)

B. Territory; shall mean the following described geographic area: County/Sub-Country in Kenya.

2.   Appointment. Company hereby appoints Representative as its non-exclusive sales representative for the Products in the Territory and Representative hereby accept such appointment. Representative’s sole authority shall be to solicit orders for the Products in the Territory in accordance with the terms of this Agreement. Representative shall not have the authority to make any commitments whatsoever on behalf of Company.

3.     Reserved Rights. Company reserves the right to solicit orders directly from and sell directly to any end-users or other buyers within the Territory. Representative’s task is to solicit orders from all potential customers in the Territory.

4.   Indemnification. A. Indemnification by Representative. Representative shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys’ fees) arising out of negligence or malfeasant acts of Representative, its employees or its agents.

B. Indemnification by Company. Company shall indemnify and hold Representative free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys’ fees) arising out of defects in the Products caused by Company or failure of Company to provide any products to a customer that has properly ordered through Representative.

5.     Commission.

A. Sole Compensation. Representative’s sole compensation under the terms of this Agreement shall be a commission computed as per terms stipulated in the contract agreement form.

B. Basis of Commission. The Commission shall apply to all orders solicited by Representative from the Territory that have been accepted by Company. No commissions shall be paid on

(i) orders solicited by Company within the Territory;

(ii) orders received from outside the Territory (even if Representative receives the initial inquiry from outside the Territory) unless otherwise agreed in writing by Company.

6.   Sale of the Products. A. Prices and Terms of Sale. Company shall provide Representative with copies of its current price lists, its delivery schedules, and its standard terms and conditions of sale, as established from time to time. Representative shall quote to customers only those authorized prices, delivery schedules, and terms and conditions, and modify, add to or discontinue Products following written notice to Representative.

7.     Product Warranty and Product Availability.

A. Product Warranty. Any warranty for the Products shall run directly from Company to the Customers.   B. Product Availability. Under no circumstances shall Company be responsible to Representative or anyone else for its failure to fill accepted orders, or for its delay in filling accepted orders, when such failure or delay is due to strike, accident, labor trouble, acts of nature, freight embargo, war, civil disturbance or any cause beyond Company’s reasonable control.

8.     Additional Obligations of Company.

A. Assistance in Promotion. Company shall, at its own expense, promptly provide Representative with marketing information concerning the Products, brochures, instructional material, advertising literature, and other Product data.

B. New Developments. Company shall inform Representative of new product developments that are competitive with the Products and other market information and competitive information as discovered from time to time.

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