Contract of Agreement

This Contract of Agreement ("Agreement") is entered into on ____________ ("Effective Date") between:

Party A: Party B:

The Vermi-Farm Initiative LTD, Fair Price Timberland & Hardware,

Kandisi – Ongata Rongai Kandisi – Ongata Rongai

+254-700-525-858 Phone: +254-720-147-975

Background:

1.1 The Vermi-Farm Initiative LTD (referred to as "Party A") entered into a verbal agreement with Fair
Price Timberland & Hardware (referred to as "Party B") for the procurement of materials and
construction services for the production structures on 26th April, 2023 through Titus Gichana.

1.2 On 26th April 2023 at 15:52:06, Mwenda Royford Mutegi, on behalf of Party A, transferred KES
110,000 from Equity Bank Account 0470173152442 to Family Bank Account number 066000060303
owned by Wycliffe Mogere Mangera, on behalf of Party B, as payment for the materials and labor.

1.3 The amount paid was 50% + KES 2,000 of the total agreed price of KES 216,000, as per the initial
agreement and pricing to fully construct 25 double-decker production structures measuring 4ft by 7ft by
4ft at a cost of KES 23 per feet for a timber and KES 18 per feet for a 7ft pole.

1.4 However, due to changes requested by Party A, the price was adjusted to accommodate the changes
in poles.

1.5 As of May 26, 2023, only 8 structures are nearly completed, and a few others have been started.

Dissatisfaction and Termination:

2.1 The Vermi-Farm Initiative LTD expresses dissatisfaction with the progress and delays in completion
of the project. Party A through Royford Mutegi set deadlines, initially on Saturday, 13th May 2023,
which was later revised to Wednesday, 24th May 2023 by Eliud Mwaniki in consultation with Royford
Mutegi, on behalf of the Vermi-Farm Initiative LTD, which have not been met.

2.2 Party A reserves the right to either partially or fully terminate the contract and services offered by
Party B, depending on the financial flexibility and other parameters to be taken into consideration, of
the remaining work required to complete ALL 25 structures.
2.3 Party A, as the owner of the project, will solely make the decision regarding the either full/partial
termination or review of the contract.

Calculation of Materials and Pending Amounts:

3.1 Party A requires the re-calculation of the total materials used to date, both for the completed and
incomplete structures.

3.2 Initially the labor cost per structure was KES 800 and was part of the KES 216,000 that was to be
paid.

Options for Resolution:

4.1 Option 1:

4.1.1 Party A may choose to purchase the pending raw materials and terminate the labor
services.

4.1.2 In such a case scenario, Party A will pay for the raw materials required to complete the
project, as determined by a new contract of agreement outlining the new scope of work.

4.1.3 The payment will be made as follows:

a) 50% of the total cost of the pending raw materials upon signing the new contract of
agreement.

b) The remaining 50% upon the completion of all deliverables.

4.1.4 The Party B shall be required to issue a revised invoice and receipt as per the revised scope
of work.

4.2 Option 2:

4.2.1 Party A may choose to calculate the total cost of all raw materials bought from Party B,
including the pending amounts.

4.2.2 If the calculated amount for the raw materials differs from the deposit paid by less, Party B
is unconditionally entitled to a payment of the less amount.

4.2.3 If the calculated amount for the raw materials differs from the deposit paid by more than,
party A is unconditionally entitled to a payment of the in excess amount.

Refund Timeline:

5.1 In the case of a refund, Party B shall initiate the refund process within 72 hours upon the signing of
this agreement, so as to facilitate seeking alternatives, regardless of the day of the week.
Miscellaneous Charges:

6.1 The paid amounts were exclusive of nails and any other miscellaneous charges that may have arisen
during the course of the project.

Confidentiality:

7.1 Both Party A and Party B agree to keep the details and terms of this Agreement confidential, unless
otherwise required by law or with the written consent of both parties.

7.2 Bleach to this agreement, shall attract a legal action for defamation and disparaging the brand of the
unconsented party.

Governing Law:

8.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of
Kenya.

8.2 Any disputes or claims arising from or in connection with this Agreement shall be subject to the
exclusive jurisdiction of the courts of the Republic of Kenya.

Entire Agreement:

9.1 This Agreement constitutes the entire understanding between Party A and Party B regarding the
subject matter herein and supersedes all prior discussions, agreements, or understandings.

Signed:

Party A Signature: ________________________ Party B Signature: ________________________

Name: _________________________________ Name: _________________________________

Role: __________________________________ Role: __________________________________

Date: __________________________________ Date: __________________________________

Witness 1 Sign: __________________________ Witness 2 Sign: __________________________

Name: _________________________________ Name: _________________________________

ID. No: _________________________________ ID. No: _________________________________