AGENCY AGREEMENT

THIS AGREEMENT dated the day of July, 2015 is

made

BETWEEN

EVERTECH

GENERAL

TRADING

LIMITED of Post Office Box Number Nairobi, a

Limited Liability Company incorporated in the Republic of
Kenya(hereinafter referred to as the Principal) on the on
the one part AND JOSEPHINE KAARI RIUNGU of Post
Office Box NumberNairobi AND DAVID KIMANI
KINYANJUI of Post Office Box Number.Nairobi
(hereinafter referred to as the Agents) on the other part:
WHEREAS:
The Principal is desirous to acquire all that Leasehold called
Land

Reference

number

1870/vi/37

NAIROBI

AREA

(hereinafter referred to as the Subject Property)

AND WHEREAS
The Agents are willing, jointly and severally, to facilitate a
successful bid towards the grant of the Lease to the Subject
Property, and for this purpose undertake to facilitate all the
necessary Applications and processes thereto.
IT IS HEREBY AGREED AND WITNESSED AS FOLLOWS:

1.

INTERPRETATION
In

this

agreement,

unless

the

context

otherwise

requires:
1.1 The singular includes the plural and vice versa.
1.2 The

headings

convenience

in

this

only

and

agreement
shall

not

are

for

affect

its

interpretation.
2.

APPOINTMENT OF AGENT
2.1 Subject to the terms and conditions of this
agreement, the Principal appoints the Agents to
facilitate the necessary Applications and processes
resulting to the grant of the Lease to the Subject
Property.

3.

THE AGENTS DUTIES

3.1

The Agents are to facilitate the necessary

Applications and processes

resulting to the grant of

the Lease to the Subject Property.

3.2 The Agents undertake to procure inter alia; the
Official Search to the Subject Property, Valuation and
Procurement of the Title to the Subject Property.

3.3 The Agents MUST at all times act jointly to oversee

each and every step towards the acquisition of the
Lease to the Subject property by the Principal.
.
4.

PRINCIPALS OBLIGATIONS
4.1 The

Principal

shall

upon

execution

of

this

Agreement, advance to the Agents a deposit sum

of money not less than twenty (20) % of the total
consideration, as it may be necessary for the
purpose of procuring the necessary documentation
towards acquisition of the aforesaid Lease to the
Subject Property.
4.2 The Agents shall open a Joint Account in the
names of both Agents, (hereinafter referred to
theAccount) with..Bank Limited ()
where any and all payments from the Principal will
be credited and it is hereby agreed that the Agents
will include a reference to such Account on all of
the Invoices to be submitted to the Principal for
payment which the Agents hereby undertakes to
do.
4.3 The Principal shall, upon the acquisition of the said
Lease by the Principal, advance to the Agents a
commission fee to be agreed upon by the Parties.

4.4 Notwithstanding anything in this Agreement, such

commission shall only be payable upon successful
acquisition of the said Lease and delivery of all
requisite documents relating to the said Subject
Property to the Principal by the Agents.
5.

DURATION AND TERMINATION

5.1This Agreement shall come into force on the date
of execution and subject as provided in clause 5.2
shall continue in force until terminated by either
party giving to the other written notice of three (3)
months as the Contract is open-ended.
5.2The Principal shall be entitled to terminate this
agreement by written notice to the Agent if:
5.2.1any other event or series of events or any
circumstances

whether

related

or

not

occur(s) or arise(s) which, in the opinion of

the Principal; may be likely to have a material
adverse effect on the Agents or their ability
or willingness to perform or comply with any
of their obligations under this agreement.
5.3Either party shall be entitled to terminate this
agreement by written notice to the other if;

5.3.1that other party commits a breach of this

agreement (not being a repudiatory breach of
this agreement);
5.3.2That other party ceases, or threatens to
cease, to carry on business.
5.3.3Either of the Agents refuses and/or wilfully
neglects to involve the other in all the
processes relating to the acquisition of the
said Lease by the Principal.
5.4No failure or delay on the Financiers part to
exercise any power right or remedy under this
letter shall operate as a waiver thereof nor shall
any single or partial exercise by the Financier of
any power right or remedy preclude any other or
further exercise thereof or the exercise of any
other

power

right

or

remedy.

The

remedies

provided in this letter are cumulative and are not

exclusive of any remedies provided by law. For the
avoidance of doubt, the rights to terminate this
agreement given by this clause shall be without
prejudice to any other right or remedy of

the

Principal in respect of the breach concerned (if

any) or any other breach

6.

CONSEQUENCES OF TERMINATION
Upon the termination of this agreement for any reason:
6.1

Any obligation of the Principal to the Agent

shall cease to exist.

6.2

The Agents or either of them shall be liable to

refund any money due and owing to the Principal.

7.

NATURE OF AGREEMENT
7.1

The Principal shall be entitled to perform any

of the obligations undertaken by it and to exercise

any

of

the

rights granted

to

it under

this

agreement through any other company or assign

and any act or omission of any such company or
assign shall for the purposes of this agreement be
deemed to be the act or omission of the Principal.
7.2

The Principal may assign this agreement and

rights and obligations under it.

7.3

If any provision of this agreement is held by

any Court or other competent authority to be void

or unenforceable in whole or part, this agreement
shall continue to be valid as to the other provisions
and the remainder of the affected provision.
8.

GOVERNING LAW

8.1

This agreement shall be governed by and

construed in all respects in accordance with the

Laws of Kenya, and each party agrees that the
Courts of the Republic of Kenya shall have
jurisdiction to hear and determine any suit action
or proceeding, and to settle any disputes, which
may arise out of or in connection with this
agreement

and

for

such

purposes

hereby

irrevocably submit to the jurisdiction of such

courts.
9.

NOTICES AND SERVICE

9.1

Any notice or other information required or

authorised by this agreement to be given by either

party to the other may be given by hand or sent
(by registered post) to the other party at the
address referred to in page 1 of this agreement.
9.2

Any notice or other information sent by cable,

facsimile

transmission,

e-mail

or

comparable

means of communication shall be deemed to have

been duly sent on the date of transmission,
provided that a confirming copy is sent by
registered post to the other party at the address
referred to in clause 8.1 within 24 hours after
transmission.

IN WITNESS WHEREOF this agreement has been duly

executed by the parties the day and year first herein before
written.
SEALED with the Common Seal of )
EVERTECH GENERAL

TRADING LIMITED

In the presence of:-

Director

)
)

Director/Secretary

WITNESSED BY
SIGNED

by

JOSEPHINE

KAARI

RIUNGU

..............................
And
DAVID KIMANI
KINYANJUI)

..............................

The duly Authorised Attorneys

)
)
)
)
)

DRAWN BY:-

P. O. BOX xxxx 00200

NAIROBI