TERMS AND CONDITIONS
1.1.1 This Agreement shall take effect from the …………day of…………………….., 2018 and shall continue for as long as the PARTIES are desirous to remain in covenant with appropriate and mutually agreed modifications, or until it is terminated in accordance with the provisions of this Agreement.
SENIOR PARTNER’S UNDERTAKING
2.1.1 In consideration of the payments to be made by the JUNIOR PARTNER to the SENIOR PARTNER pursuant to mutually agreed upon conditions, the SENIOR PARTNER hereby covenants to avail to the JUNIOR PARTNER the signed-up space for the exhibition and remedy any defects in conformity in all respects with the provisions of this Agreement.
JUNIOR PARTNER’S UNDERTAKING
The JUNIOR PARTNER hereby covenants to pay for the signed-up space and abide by the terms and conditions of the exhibition and all law established.
SENIOR PARTNER’S WARRANTY
5.1.1 The SENIOR PARTNER warrants and undertakes to the JUNIOR PARTNER that:
i. The SENIOR PARTNER shall discharge his obligations pursuant to this Agreement with all due skill, care and diligence including, but not limited, to good industry practice and without limiting the generality of this clause.
ii. The SENIOR PARTNER’S undertaking shall be performed in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments including, but not limited to all applicable health and safety legislation.
iii. All undertakings rendered under this Agreement shall be of such standards as is expected in the particular field of practice.
6.1.1 Termination for default:
The SENIOR PARTNER may, without prejudice to any other remedy for breach of Agreement, by written notice of default sent to the JUNIOR PARTNER, terminate this Agreement in whole or in part:
i. If the JUNIOR PARTNER fails to meet any or all of the undertakings during the specified period of Contract, or within any extension thereof granted by the SENIOR PARTNER.
ii. If the JUNIOR PARTNER fails to perform any other obligation(s) under the Agreement.
iii. If the JUNIOR PARTNER, in the judgement of the SENIOR PARTNER, has engaged in fraudulent and/or unethical practices in executing the Agreement.
In the event the SENIOR PARTNER terminates the Agreement in whole or in part, it may procure, upon such terms and in such manner as it deems appropriate, services similar to those undelivered, and the JUNIOR PARTNER shall be liable to the SENIOR PARTNER for any excess costs for such similar services.
7.1.1 Any dispute, differences or questions which may arise at any time between the PARTIES touching upon the constitution of this Agreement or on the rights and liabilities of the PARTIES with respect thereto shall be referred to the decision of a single Arbitrator to be agreed upon between the PARTIES or in default of agreement within fourteen (14) days to be appointed at the request of either PARTY by the chairperson for the time being of the Kenya Branch of the Chartered Institute of Arbitrators.
7.1.2 Such arbitration shall be conducted in Nairobi, Kenya in accordance with and subject to the provisions of the Arbitration Act, Cap 49, Laws of Kenya or any other statutory modification or re-enactment thereof for the time being in force.
7.1.3 The language to be used shall be English
Each PARTY shall be excused from performance for any period and to the extent that it is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond the reasonable control and without the fault or negligence of such PARTY and/or its subcontractors. Such acts shall include, without limitation, acts of God, strikes, lockouts, riots, and acts of war, epidemics, and governmental regulations superimposed after the fact, fire, earthquakes, floods, or other natural disasters (the force majeure events). When such a cause arises, the PARTY invoking force majeure shall notify the other immediately and in writing of the cause of its inability to perform. Delays in delivery or in meeting completion dates due to force majeure events shall automatically extend such dates for a period equal to the duration of the delay caused by such events, unless the SENIOR PARTNER determines it to be in its best interest to terminate the Agreement.
To the fullest extent allowed by law, the SENIOR PARTNER shall indemnify, defend, save and hold harmless, protect and exonerate the JUNIOR PARTNER, his agents and representatives against all claims, demands, liabilities, suits, actions, losses, and costs of every kind and nature whatsoever including, without limitation, court costs, investigative fees and expenses, and attorneys’ fees, arising out of or caused by the SENIOR PARTNER and/or its partners, principals, agents, employees and/or subcontractors in the performance of or failure to perform this Agreement.