Strategic Managemet

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CONSULTANCY AGREEMENT

made the 08 day of October , 2012.

by and between

ATLAS COPCO Eastern Africa ("ATLAS COPCO"),
and
Maisha Africa Management Ltd. POBOX. 44066 Kiganjo House, Rose Avenue off Lenana Road maishaafricamanagement@gmail.com Tel.0728606906/0722729434 represented by his Director Mr. A.Ngatia Murenga (the “Consultant").

(ATLAS COPCO Eastern Africa and the Consultant being hereinafter collectively called "the Parties")

WHEREAS the Consultant has a well documented experience in providing services within the field of Management and Consultancy in Exploration and All coordination and communication needed with The Governmental organization

AND WHEREAS ATLAS COPCO is interested to obtain from the Consultant and the Consultant is interested to provide various services on a case by case basis,

NOW, THEREFORE, the parties to this agreement have agreed to the terms and conditions regarding the services as follows:

THE SCOPE
The Consultant agrees and commits to extend to ATLAS COPCO the use of the Consultant’s expertise in Kenya on a consultancy basis. The Consultant and Atlas Copco agree to work together to promote the Exploration business in a pro-active way and specifically to the Ministry of Environment for the equipment requested for the Core drilling equipment requested in Tender MEMR/T/008/2012-2013 The Consultant shall report its activities to the Contact Person of ATLAS COPCO or to such other person or persons designated by ATLAS COPCO in the work order related to the task . Atlas Copco will retains the responsibility to participate in all the Product presentation, the technical discussion to define the suitable equipment and the drilling accessories recommended for this application Each parties agreed to work in close coordination and the Consultant will provide his complete expertise for the development of the Sales agreement and for the Commercial terms which will be negotiated with the Ministry of Environment. The Consultant will also provide all his expertise for the collection of all payments Mr. Gerard Bernazano will be the ATLAS COPCO’s Contact Person and Mr. A. Ngatia Murenga will be the Consultant’s Contact Person *

COMPENSATION
For the services requested by ATLAS COPCO and rendered by the Consultant with the purchase and the total payment of the CS14 S rig and accessories by the Ministry of Environement, ATLAS COPCO shall pay the Consultant 7 Millions Kenyan Shillings,including all the taxes, VAT., retention fees …legally requested (Seven Millions Kenyan Shillings) In addition to the compensation in 2.1 above the Consultant shall be entitled to compensation for in advance agreed expenses and costs incurred as a consequence of the services rendered including but not limited to travelling expenses, out of pocket expenses etc. All costs and expenses shall be justified with proper evidence and also, agree with Atlas Copco representative before they will occur. Payment shall be effected by ATLAS COPCO upon receipt of an invoice from the Consultant for the payments under Articles 2.1 and 2.2 above covering the immediate precedent one (1) month period. The payments will be recognized and made by Atlas Copco according to the payment terms defined in the Order of the equipment The Consultant shall not be entitled to any other compensation for the services rendered than as set forth above. Payment will be due after the order will be well received by Atlas Copco and the payment done. It is clearly understood between the parties that the Consultant is an independent entity and in that capacity has the obligation to provide for and carry any and all taxes, social costs, pension costs, etc. which might be levied on or be a result of the compensations paid by ATLAS COPCO to the Consultant. The Consultant hereby agrees to indemnify and hold ATLAS COPCO harmless from any and all taxes, costs and expenses or claims for such taxes,...
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