1.

LEGAL OPINION:

F: Facts
I: Issues
R: Rules/Law applicable
A: Application of facts to the law
C: Conclusion

Then: sign off

NOTE: Remember to write a letter to the client stating he/she shall find a legal
opinion enclosed
Same method (FIRAC) is used in the Research Method

2. DEMAND LETTER:

1. Letter head of the firm (optional)

2. Our REF YOUR REF
3. Address of the Defendant
4. Date
5. Dear Sir/Madame
6. Subject Matter: RE (to be precise and concise)
7. Introduction: a) authority to act from clients instructions
b) Facts
c) cause of action arising from the facts
8. Demand for relief/remedy
9. Ask for liability to be admitted
10. Specify time within which you seek compliance (7 days within Nbi, 10 days
outside)
11. Consequences for non adherence to time line
12. Authenticate letter
13. CC. Client

(acronym: LOAD DS IDA SCAC) - you can make your own

3. CASE BRIEF

1. Case Brief in the Matter….

2. HEADING: REPUBLIC OF KENYA
IN THE …..OF KENYA
(Coram:………)
Case no………..
BETWEEN
X
And
Y
3. Statement of Facts
4. Procedural History
5. Issues
6. Advisory Opinion (If the case is an advisory opinion )
 7. Holding
8. Rule of Law or Legal Principle applied
9. Reasoning: Court’s analysis of Issues (in the majority opinion)
10. Concurring opinions
11. Dissenting opinion
12. Comments and additions.

4. JUDGEMENT

1. HEADING: REPUBLIC OF KENYA

IN THE …..OF KENYA
AT NAIROBI…..
(if you know the specific division indicate it)
Petition/Case/ appeal no.………..
BETWEEN
X
And
Y
(Appeal from the ruling of the High Court of Kenya at
Nairobi (Lenaola, J.) dated xx/x/xx
in
H.C. MISC. CIVIL CASE NO..…..)
JUDGEMENT
INTRODUCTION
2. Reason for petition/case
3. Petitioner’s case
4. Respondent’s case
5. Determination
6. DATED, DELIVERED AND SIGNED AT NAIROBI THIS 18TH DAY OF JULY, 2014
ISAAC LENAOLA ISAAC LENAOLA
JUDGE ……………………………
In the presence of: JUDGE OF APPEAL
X – Court clerk
Mr. Y for Petitioner MUMBI MWANGI
Miss T for Respondent …………………………
Order JUDGE OF APPEAL
Judgment duly delivered.
ISAAC LENAOLA
JUDGE

5. RULING

1. HEADING: REPUBLIC OF KENYA

IN THE …..OF KENYA
Case no………..
BETWEEN
X
And
Y
RULING
2. Introduction
 3. (If there is one) 1st Interested party’s case
4. (If there is one) 2nd Interested party’s case
5. Petitioner’s case
6. Respondent’s case
7. Determination
8. Dated and Signed at Nairobi this 8th day of May, 2014.
xx yy zz
JUDGE JUDGE JUDGE
Signed, Dated and Delivered at Nairobi this 8th day of May 2014.
xx
PRINCIPAL JUDGE

Delivered in the presence of:

ADVOCATE FOR THE PETITIONER ……………………………….………..
ADVOCATE FOR THE 1ST RESPONDENT …………………….…………….
ADVOCATE FOR THE 2ND RESPONDENT …………………….……………
IST INTERESTED PARTY …………………………………………….……….
2ND INTERESTED PARTY ……………………………………………………..

6. AFFIDAVIT

1. HEADING: REPUBLIC OF KENYA

IN THE …..OF KENYA
Case no………..
BETWEEN
X
And
Y
AFFIDAVIT
2. I, MMMM NNNNN of Post Office Box 000-00100 Nairobi and residing at Nairobi in
the Republic of Kenya do swear and solemnly state as follows:
3. THAT…….
4. THAT what is deponed hereto is true to the best of my knowledge, information
and belief.
5. SWORN by the said MMMM NNNNN )
at Nairobi on this day of 2014 )
)
)
BEFORE ME )
)
)
COMMISSIONER FOR OATHS )
 7. BILL
1. Arrangement of sections
2. Arrangement of parts
3. Heading
4. Long title
5. Short title
6. Commencement
7. Interpretation
8. Application provisions
9. Principal provisions
10. Substantive provisions
11. Administrative provisions
12. Miscellaneous provisions
13. Financial provisions
14. Schedules

8. PROFESSIONAL UNDERTAKING
Heading
 Date
 Address
 Attention
 RE: (names of parties)
Body
1. Request
2. Terms -
 hold documents to your order, returnable on demand and will not release them
to any advocate without your authority.
 Not utilize the documents for any purpose other than for registering the
discharge and charge, for which we will give you a cheque for .....
 Time limit for payment and registration
 Assurance that we will carry out formalities expeditiously..
 Assurance that we will pay you ....... amount
SIGN OUT
 we look forward to your confirmation of our professional undertaking
 Please let us have the charge counter part to enable us to draft the discharge
 We look forward to hearing from you
 Your sincerely

9. DRAFTING A WILL

1. Identification Clause: full name, address, and the date it was made.
2. Capacity Clause: I testify that I am an adult female/male of sound mind of ID
No.
3. Revocation Clause: I hereby revoke all my former testamentary dispositions
and declare this to be my last will and testament.
 4. Executor: I hereby appoint AB as my executor…
5. Wishes to be expressed: e.g. funeral arrangements; I hereby direct AB to
ensure…
6. Bequests:
a. Specific gift: distinguishable property that forms part of the estate e.g.
a particular item.
b. General gift: part of the estate, but not distinguishable by property of
the same kind.
c. Demonstrative gift: general in nature = paid out of a particular fund or
property.
d. Pecuniary gift: a gift of money.
e. Residuary gift: gifts made after specific gifts are made.
7. Preemptive Clause: what will happen if any of the beneficiaries predecease
the testator.
8. Guardian Clause: where the testator has children that would need to be
taken care of upon the testator’s death.
9. Life Interest Clause: applies to spouses etc.
10. Witnesses and Attestation: two or more witnesses. If the two witnesses are
beneficiaries then two more independent witnesses should attest as well.
11. Attestation Clause: explain the circumstances in which the will was signed
and witnessed.
12. Signature: done in the presence of the witnesses.
13. Codicils: Codicil I, Codicil II, Codicil III etc.

10. STATUTORY DECLARATION:

NB: it is a written statement that allows a person to officially declare something to

be true.

THE REPUBLIC OF KENYA

In the Matter of the Oaths and Statutory Declarations Act
Chapter 15 of the Laws of Kenya
Statutory Declaration

I, Nisaa Jamal Sayed, do solemnly and sincerely declare as follows –

………………………………………………………………………………………….. (State the matters
declared here)

I make this declaration conscientiously believing the same to be true and according
to the Oaths and Statutory Declarations Act.

11.LETTER
1. Sender’s address on the right hand side
2. Date
3. Recipient’s address on the left hand side
4. Salutation e.g. Dear Sir/Madam
5. Subject or reference-this should be directly below the “Dear name”, centered
on the page, and can be in bold, uppercase or both to make it stand out.
6. The body of the letter-depends on the question
7. Closing-After the body of text, your letter should end with an appropriate
closing phrase such as “Yours sincerely” or “With regards”, and a comma.
Leave several blank lines after the closing (so you can sign the letter after
printing it), then type your name. The closing and your name and signature
should all be on the left hand side.

12. DEED POLL

NB: It is a legal document to prove change of name and is accompanied by an
affidavit.
DATED THIS ….. DAY OF ….. 2014
_________________________________________________

DEED POLL ON CHANGE OF NAME

BY
(OLD NAME)

DRAWN BY:
(ADVOCATES ADDRESS)
DEED POLL ON CHANGE OF NAME

THIS CHANGE OF NAME DEED is made this day of 2014 by me (Use OLD
NAME) (Identity Card number…. of Post Office Box Number….. a resident of Kenya
now or until recently called (Use OLD NAME) (which names are hereinafter referred
to as “former name”).
WITNESSED AND IT IS HEREBY DECLARED as follows: -
1. I absolutely renounce and abandon the use of my former names and I
assume and determine to take and use from the date hereof the new name
(NEW NAME) in substitution of my former name.
2. I shall at all times hereinafter in all records, documents and other writings
and in all actions and in all dealings and on all occasions whatsoever use the
name (NEW NAME) in substitution of my former names so relinquished as
aforesaid to the intent that I may thereafter be known not by my former
names but by the new name of (NEW NAME)
3. I authorize and require all persons at all times to describe and address me by
the new name of (NEW NAME)
IN WITNESS whereof I have subscribed my new name of (NEW NAME) and also my
former names and have affixed my seal the day and year first herein written
SIGNED, SEALED and DELIVERED )
By the above named in the presence of ) ……………………………………
)
) (OLD NAME)
)
) Former Name
) ………………………………….
) (NEW NAME)
) New Name

13. GAZETTE NOTICE

GAZETTE NOTICE NO……..
NAME OF THE STATUTE
TITLE OF THE NOTICE
Body-pursuant to a particular section or in exercise of certain powers, ….(examples
below)
Dated……..
Name of the person (and title) or of the authority giving the notice.

EXAMPLES
GAZETTE NOTICE NO. 5961
THE CONSTITUENCIES DEVELOPMENT FUND ACT
(No. 30 of 2013)
IN EXERCISE of the powers conferred by section 24 (4) of the Constituencies
Development Fund Act 2013, the Cabinet Secretary, Ministry of Devolution and
Planning gazettes—
Abdulmajid Khalif Mohamed
to be a member of Mandera East Constituency Development Committee, for a
period of three (3) years, with effect from 31st January, 2014. The gazettement of
Okash A. Adan, is revoked.
Dated the 25th August, 2014.
 ANNE WAIGURU,
OR
GAZETTE NOTICE NO. 5965
THE CONSTITUTION OF KENYA
THE COUNTY GOVERNMENTS ACT
(No. 17 of 2012)
HOSPITAL MANAGEMENT COMMITTEES
PURSUANT to the Fourth Schedule of the Constitution of Kenya, the County
Government of Nyandarua gazettes the following persons named in the Schedule
below to be Hospital Management Committee Members of the Hospitals cited in the
Schedule for a term of three (3) years commencing from the date of gazettement.
Schedule

Hospital Hospital Management

Committee Member

J. M. Kariuki (Ol Elija Maina Ruga (Dr.)—

Kalou) District (Chairman)
Hospital
Miriam Muthoni

Paul Gitachu

Milka Wambui

David Kinyanjui

Engineer District Johnson Hungu—

Hospital (Chairman)

Jeniffer Wangari

Francis Ngacha

Catherine Kihiuhi

Hamphrey Njoro Njoroge

Dated the 25th June, 2014.

D. W. MWANGI,
Governor,
Nyandarua County

14. POWER OF ATTORNEY

1. Accountability Clause

Prevents the donee from malicious misappropriation, mismanagement and

fraud of the donor’s property.
2. Consultation Clause
 Comes in handy when the donor of the PoA is rendered incapable of decision
making either by an act of God, sickness, injury or old-age. It safeguards the
donor’s best interests, for the donee has to consult a 3 rd party (donor’s child,
wife, relative etc) before acting or omitting to act in exercise of his obligations
under the PoA.
3. Gifting Clause

It prevents the donee from making gifts on behalf of the donor unless the
PoA expressly provides for that.
4. Durability Clause

This is a provision in the PoA that permits the donor’s designated attorney-in-
fact (donee) to act on his behalf in the event the donor is unable to handle
his dealings and affairs.

SPECIAL POWER OF ATTORNEY (SAMPLE)

I, DUNCUN KINYUA MWITI holder of Passport No.99225466 (hereinafter called “The

Donor”) of Postal address 22 ELLIS ST MALDEN MA 02148-6808 within the UNITED
STATES OF AMERICA, hereby ordain, nominate and appoint DINO MOHAMED
MOHAMUD holder of I.D No. 23653498 and of Post Office Box Number 516-60300
MERU within the REPUBLIC OF KENYA to be the true and lawful Attorney in my
name and/or on my behalf to do all or any acts and things hereinafter mentioned
that is to say:-
1. To execute, sign, seal and deliver all contract, receipts, acknowledgement
notices, instruments, documents and letters necessary proper for
effectively doing or causing to be done any or all the acts in respect to ALL
THAT PROPERTY DESIGNATED, BEQUETHED AND BY LAW ASSIGNED TO
DIVEST IN ME FROM THE ESTATE OF THE LATE LEONARD KINYUA MWITI
WHO DIED DOMICILED WITHIN THE REPUBLIC OF KENYA IN THE YEAR
1982 AND THE ESTATE OF THE LATE MARTIN KINYUA MWITI WHO DIED
DOMICILED WITHIN THE REPUBLIC OF KENYA IN THE YEAR 2012.

2. To represent me in all matters which would otherwise require my

presence in respect of the said DISTRIBUTION OF THE ESTATE OF THE
LATE LEONARD KINYUA MWITI AND THE ESTATE OF THE LATE MARTIN
 KINYUA MWITI and to act as and proxy in all such matters within the
REPUBLIC OF KENYA.

3. To put to good use, maintain, benefit from or otherwise deal in all that
PROPERTY DESIGNATED, BEQUETHED AND TO DIVEST TO ME FROM THE
ESTATE OF THE LATE LEONARD KINYUA MWITI and THE ESTATE OF THE
LATE MARTIN KINYUA MWITI for his own benefit SAVE that HE SHALL
NOT SELL and/or TRANSFER or PURPORT TO ACT on my behalf with
regard to all that property herein referred either to HIMSELF OR THIRD
PARTIES without my WRITTEN CONSENT/AUTHORIZATION.

4. To authorize the Administrator of THE ESTATE OF THE LATE LEONARD

KINYUA MWITI to DIVOLVE ALL THAT PROPERTY DESIGNATED,
BEQUETHED AND TO DIVEST TO ME FROM THE ESTATE OF THE LATE
LEONARD KINYUA MWITI AND THE ESTATE OF THE LATE MARTIN
KINYUA MWITI

5. To bind me in respect of any act transactions done or entered into by

virtue of the powers and Authority given by me BY VIRTUE OF BEING A
BENEFICIARY OF THE ESTATE OF THE LATE LEONARD KINYUA MWITI
AND THE ESTATE OF THE LATE MARTIN KINYUA MWITI

IN WITNESS whereof the Donor has caused his signature/hand to hereunto be

attested this 22nd day of May Two Thousand and Fourteen

SIGNED by the said Donor

DUNCUN KINYUA MWITI

(Passport No. 99225466)

In the presence of:- DONOR

SIGNED by the said Donee

DINO MOHAMED MOHAMUD

 (I.D No. 23653498) DONEE

In the presence of:-

Witnessed by:

Brian Awuonda WITNESS

Id. No 22233311

NOTARY PUBLIC

DRAWN BY:-

16.EMPLOYMENT CONTRACTS
Mandatory Clauses:
 The Heading: This outlines the parties to the contract, i.e the official names
of the employer and employee. The date is also found at the top, just before
the heading.
 Descriptions: defines terms that will repeatedly come up in the contract.
 Background: This gives the details of the parties, i.e their full names,
addresses as well as contact numbers.
 Commencement and Term: the contract must state when the employee is
expected to offer services to his employer and for what duration.
 Job Title and Description: this basically states what kind of work the
employee will be doing and what position he will be assigned in the
organisation.
 Employee Compensation: in case the employee is injured in the course of
work, this clause caters for such incidents.
 Place of Work: in organisations where there are many branches, it is prudent
for the contract to state where the employee will be posted.
 Employee benefits: self-explanatory.
 Vacation.
 Conflict of Interest: in instances where offering of the services may bring
about other conflicting matters
 Termination of employment: this clause deals with instances when the
contract may be terminated even before the duration has expired.
  Governing Laws: self-explanatory.
 General Provisions

CONTRACT OF EMPLOYMENT

This Agreement made as of the 5th day of June, 2014 in reference to your letter of engagement
dated 23rd May 2014 and the provisions of the Employment Act, 2007, Laws of Kenya,

BETWEEN:

FLYOUT SERVICES LTD (“Flyout”) a limited liability company incorporated in the

Republic of Kenya and whose address is, Jomo Kenyatta International Airport, P.O.Box
45321-00200, Nairobi (hereinafter referred to as “the Employer”)

OF THE FIRST PART

AND:

CHRISTOPHER KUSIMBA aged 25 years of P.O. Box Number 45682-00100, Nairobi,

Kenya. (Hereinafter referred to as “the Employee”)

WHEREAS the Employee and the Employer wish to enter into an employment agreement
governing the terms and conditions of employment;

THIS AGREEMENT WITNESSETH that in consideration of the promises and mutual

covenants and agreement hereinafter contained and for other good and valuable consideration
(the receipt and sufficiency of which is hereby acknowledged by the parties hereto), it is
agreed by and between the parties hereto to the following terms and conditions:

1. DEFINITIONS

In this Contract, unless the context otherwise requires:-

1.1 “Appointment” means the term of the contract of service hereby created, the
duration of which ascertainable in accordance with this Contract;
1.2 “Basic Salary” means the amount specified as such in the current Remuneration
Contract;
 1.3 “Commencement Date” means 5th of June 2014;
1.4 “Normal Retirement Date” means the date when the Employee attains the age of
sixty (60) years;
1.5 “Party” means either the Employer or the Employee;
“Parties” means both the Employer and the Employee.

2. TERMS OF EMPLOYMENT

The employment of the Employee shall commence on the 9 th day of June, 2014and continue
until terminated in accordance with the provisions of this agreement.

3. DUTIES OF THE EMPLOYEE

The Employee shall carry out the normal duties of a secretary for the Employer as per the job
description, as may be assigned by the Employer and as described below.

These duties and responsibilities may be amended from time to time at the sole discretion of
the Employer, subject to formal notification of same being provided to Employee. The duties
and responsibilities of the Employee shall include, but are not limited to:

4. PLACE & HOURS OF WORK

The place of work shall be Flyout Campus, Nairobi, Kenya.

The hours of work are:
Weekdays: 8.30 am - 1.00 pm: Morning Session
1.00 pm - 2.00 pm: Lunch Break
2.00 pm - 5.30 pm: Afternoon Session
Saturday: 9.00am – 1.00 pm
Public Holidays: The Company may require you to work on a public holiday due to the nature
of the Company’s business.
Public Holidays shall be those as may be gazetted by the Government of Kenya.
In the event the Employer requires the Employee to work in another country, client site or
location, the place of work shall be the place the Employee has been assigned to perform his
duties by the Employer.
The Hours of work shall be the hours of work at the Place of work

5. PROBATION

The Parties hereto agree that the initial three (3) month period of this agreement is
‘probationary’ in the following respects:
a. the Employer shall have an opportunity to assess the performance, attitude, skills and
other employment-related attributes and characteristics of the Employee;
b. the Employee shall have an opportunity to learn about both the Employer and the
position of employment;
c. the Employer may, upon expiry of the probationary, confirm employment in writing
and stipulate the date on which continuous employment shall begin; and
d. either party may terminate the employment during the initial three (3) month period
with two weeks notice, in which case there will be no continuing obligations of the
parties to each other, financial or otherwise.

6. COMPENSATION

6.1 Salary
In consideration of the services provided by the Employee, during the term of his
employment, his basic salary at the commencement of his employment shall be. KES
___________ (Gross) a month and will be subject to all the statutory deductions in force.
Allowances Employees are entitled to shall be governed by the provisions pertaining
allowances as per the Collective Bargaining Agreement and Company Handbook.

6.2 Benefits
The Employer shall provide the Employee with Medical Insurance Cover. The medical
allowance shall be subject to the Medical Insurance Cover provider, Company handbook and
provisions in the Collective Bargaining Agreement.

6.3 Reimbursements and Expenses for Travel on Duty outside Flyout Campus

The scope of work may require the Employee to work outside Flyout’s Nairobi Campus. In
the event of such, the Employee’s right to any reimbursements shall be governed by the
provisions contained in the Collective Bargaining Agreement and the Company Handbook.

7. TERMINATION OF EMPLOYMENT
The Employer may terminate the employment of the Employee at any time by:

7.1 Mutual agreement

This Contract may be terminated by either party giving the other party one(1) month’s notice
in writing or by payment in lieu of notice.

7.2 Discharge for Cause

The Employee may terminate the employment due to a valid reason by giving One (1)
month’s written notice or salary in lieu of such notice. Subject to this, any dues and/or loans
taken from the Company must be settled before resignation.
In addition the Employer may terminate this employment by way of summary dismissal due
to any of the reasons listed herein below:
1. the Employee commits a material breach of his obligations and duties, wilfully
disobeys the lawful orders and instructions of the Company or is absent from his
duties without leave; or
2. the Employee is or becomes intoxicated at work; or
3. insubordination by the Employee; or
4. employee willfully neglects to perform any work which was his duty to perform, or if
he carelessly and improperly performs any work which from its nature it was his duty
under his contract to have performed carefully and properly; or
5. the Employee becomes abusive and/or violent to the employer or other employees; or
6. dishonesty that amounts to gross misconduct as decided by the employer; or
7. gross misconduct or gross dereliction of duty by the Employee; or
8. fraud, misrepresentation or other acts of moral turpitude or criminal conduct by the
Employee; or
9. the Employee shall become bankrupt or be guilty of any grave or willful misconduct
which in the opinion of the Employer has injured or is likely to injure the Employer
or its business; or
10. a medical officer of or acting on behalf of the Employer should verify that the
Employee is by reason of ill health or injury incapable of rendering further
satisfactory services to the Employer; or
11. a material breach by the Employee of any term of this agreement.
The Employer shall observe all company procedures as outlined in the Company handbook
prior to summarily dismissing an Employee.

8. LEAVE

8.1 Annual Leave

On completion of every Twelve (12) months of service, the Employee shall be entitled to a
paid leave of Twenty One (21) days. The leave entitlement shall accrue for the period worked
and the notice period, in case of termination, shall not be included for the purposes of
calculating the leave. Leave may not be accumulated and if not taken during the year in which
it is due, the days shall be forfeit and compensation given to the Employee accordingly.

8.2 Sick Leave

The Employee who falls sick and is unable to carry out his duties by reason of illness for
which he is not in any way at fault shall be entitled after two consecutive months of service
with the Company, to sick leave of seven (7) days with full pay, and thereafter to sick leave of
seven days (7) with half pay in each period of twelve months of consecutive service, subject
to production of a certificate of incapacity to work signed by a duly registered medical
practitioner. An employee is not entitled to claim for any extra payment as a result of not
using up his sick leave.
8.3 Maternity & Paternity Leave
A female Employee shall be entitled to three (3) months maternity leave with full pay. On
expiry of a female Employee’s maternity leave, the Employee shall have the right to return to
the job which she held immediately prior to her maternity leave or to a reasonably suitable job
on terms and conditions not less favorable than those which would have applied had she not
been on maternity leave.
Where the maternity leave has been extended with the consent of employer, or immediately
on expiry of maternity leave before resuming her duties a female Employee proceeds on sick
leave or with the consent of the Employer on annual leave, compassionate leave, or any other
leave, the three (3) months maternity leave shall be deemed to expire on the last day of such
extended leave.

8.4 Paternity Leave

A male Employee shall be entitled to two (2) weeks paternity leave with full pay.

8.5 Notification of sickness

Should the Employee be in a position where he is unable to attend work due to sickness and
his absence has not previously been duly authorized, he must inform his manager of the fact
of his absence and the full reasons for it as soon as is reasonably practical. The Employee
shall be required to provide a medical certificate proving the reason for his absence.
Immediately following the Employee’s return to work after a period of absence which has not
previously been authorized by his manager, he is required to complete a self-certification
form stating the dates of and the reason for his absence, including details of sickness on non-
working days as this information is required by the company for calculating statutory sick pay
entitlement. Self-certification forms will be retained in the company's records.

8.6 Notification of any other absence

Should the Employee be in a position where he is unable to attend work for any reason and
his absence has not previously been duly authorized he must inform his manager of the fact of
his absence and the full reasons for it as soon as is reasonably practical.
Immediately following the Employee’s return to work after a period of absence which has not
previously been authorized by his manager, he is required to complete a self-certification
form stating the dates of and the reason for his absence as this information is required by the
Company for calculating annual leave balance. Self-certification forms will be retained in the
Company's records.
9. OTHER EMPLOYMENT

The Employee must devote the whole of his time, attention and abilities during the hours of
work for Flyout to his duties for the company. He may not, under any circumstances, whether
directly or indirectly, undertake any other duties, of whatever kind, during the hours of work
for the company.
The Employee may not without the prior written consent of his manager, which will not be
unreasonably withheld, engage, whether directly or indirectly, in any business or employment
which is similar or in any way connected to or competitive with the business of Flyout or
which could or might reasonably be considered by others to impair his ability to act at all
times in the best interest of the company outside the hours of work for the company.

10. NON-COMPETE CLAUSE

The Employee acknowledges that the Company is in a highly competitive industry and that
his leaving the Company to join a competing business would jeopardize the Company’s
Client Confidences, Confidential Information and client relationships. Accordingly, the
Employee agrees, subject to the provisions below, including those relating to payments that
may be due to the Employee, that during his employment with the Company, and for a period
of three (3) months after the date of termination of employment for any reason (the “Non-
Compete Period”), the employee will not directly or indirectly own, invest in, render any
services or provide advice to, or act as officer, director, employee, or independent contractor
for, any person or entity that competes with the Company in the products or services it offers
to its clients including any subsidiary or related company or related business of such person or
entity. The Employee acknowledges that given the nature of the business of the Company
and the geographical market of the Company combined with his role and responsibilities, the
period of three (3) months is reasonable.

11. NON–SOLICITATION CLAUSE

The Employee also agrees that for the one (1) year period following the termination of
employment for whatever reason, the Employee will not directly or indirectly (i.e., through a
third party, such as a colleague or recruiter) solicit, recruit, hire or seek to hire (whether on his
own behalf or on behalf of some other person or entity) any person who is at that time (or was
during the prior six (6) months) an employee, consultant or independent contractor of the
Company.

12. CONFIDENTIALITY

It is recorded that for the purpose of this agreement, confidential information shall mean and
include: any information of whatever nature, which has been or may be obtained by the
Employee from the Employer, whether in writing or in electronic form or pursuant to
discussions between the Parties, or which can be obtained by examination, testing, visual
inspection or analysis, including, without limitation, scientific, business or financial data,
know-how, formulae, processes, designs, sketches, photographs, plans, drawings,
specifications, sample reports, models, customer lists, price lists, studies, findings, computer
software/s, inventions or ideas, concepts, compilations, studies and other material prepared by
or in possession or control of the recipient which contain or otherwise reflect or are generated
from any such information as is specified in this definition.
Each Employee shall hold in confidence all confidential information received from the
Employer and Client/s, and shall not divulge the confidential information to any person,
including any other employee/s, except for those employees who are directly involved with
the execution of that relevant agreement.
Each Employee shall return to the company upon request and, in any event, upon the
termination of his employment, all documents and tangible items which belong to the
company or which contain or refer to any confidential information and which are in his
possession or under his control.
The Employee shall, if requested by the company, delete all confidential information from
any re-usable material and destroy all other documents and tangible items which contain or
refer to any confidential information and which are in his possession or under his control.

13. LIABILITY
Should the Employee’s conduct, actions or failure to act lead to any loss to Flyout, monetary
or otherwise, the Employee shall bear the liability and the means to rectify the loss to the
extent of indemnifying Flyout.
It is recorded that for the purpose of this agreement, conduct shall include sabotage,
conspiracy, gross negligence, fraud and/or unlawful conduct; and while theses are only
indicative examples, they do not comprise an exhaustive list.
14. INTELLECTUAL PROPERTY RIGHTS

The Employee acknowledges that any and all of the Intellectual Property Rights including
trademarks, trade names, copyright and other rights used or embodied in or in connection
with the software/s, are and will remain the sole property of Flyout.
The Employee acknowledges that intellectual property rights deriving from the work
performed by him, as an individual or in collaboration, throughout the duration of his contract
and that are:
1. the result of the activities directly or indirectly of subject-matter of the contract or
related thereto,
2. in execution of his duties, or
3. under instruction of the Company, belong exclusively to the Company, throughout
the duration of these rights, for the maximum extent, in all jurisdictions, for the
maximum period of time permissible, in all modes of exploitation and with the
ability to subsequent assignment to third parties.
The Employee must guarantee his cooperation/assistance, without receiving additional
compensation, to that expressly and explicitly agreed upon in this agreement to the extent
required for the effectiveness of the rights of the Company including the signing and
execution of all such documents or the performance of all such acts necessary for the
Company’s ability to seek or obtain in any jurisdiction the registration of intellectual property
rights outlined in this Clause. The Employee shall abstain from any act that may, in any way,
adversely affect the attainment and preservation of such rights.
The Employee shall not cause or permit anything which may damage or endanger the
Company’s intellectual property or assist or allow others to do so.
The Employee shall not use the Company’s intellectual property except directly in the
performance of his contract of employment.

15. EQUIPMENT AND RESOURCES PROVIDED TO THE EMPLOYEE

The Employee must make his best efforts to look after all documents, equipment and
materials he may receive from the Company, and to preserve them in good condition.
The use of these tools shall be solely and exclusively for corporate and professional purposes,
as a work tool or instrument for the performance of the duties inherent to his work post.
Notwithstanding the above, it shall be considered acceptable for the Employee to use the said
tools for personal purposes, provided that such use is minimal and to the extent strictly
necessary. In any event, the Employee is not permitted to view, download, send or receive
illegal material or to save on the Company’s computer files that are not related to his
employment activities.

16. SEVERABILITY

Each paragraph of this agreement shall be and remain separate from and independent of and
severable from all and any other paragraphs herein except where otherwise indicated by the
context of the agreement. The decision or declaration that one or more of the paragraphs are
null and void under any enactment or rule of law shall have no effect on the remaining
paragraphs of this agreement and it is hereby agreed and understood that each party to this
contract is fully aware of his or her rights under the Employment Act in place for the time
being.

17. NOTICE

Any notice required to be given hereunder shall be deemed to have been properly given if
delivered personally or sent by pre-paid registered mail as follows:
a. to the Employee: P.O. Box Number 45682-00100, Kenya.
b. to the Employer: P.O.Box 45321-00200, Nairobi, Kenya.
And if sent by registered mail shall be deemed to have been received on the 4 th business day
of uninterrupted postal service following the date of mailing. Either party may change its
address for notice at any time, by giving notice in writing to the other party pursuant to the
provisions of this agreement.

18. MISCELLANEOUS

The Employee shall be required to comply with all Company policies, ethics and rules and
regulations.
The Contract may only be amended or modified by virtue of a written document signed by or
on behalf of the Parties.
The Contract constitutes the entire agreement between the Parties in relation to its content and
revokes and replaces any previous contracts or agreements of any type, whether verbal or
written, in relation to its content between the Parties or previous job offer.

19. INTERPRETATION OF AGREEMENT

The validity, interpretation, construction and performance of this agreement shall be governed
by the Laws of Kenya. This agreement shall be interpreted with all necessary changes in
gender and in number as the context may require and shall ensure to the benefit of and be
binding upon the respective successors and assigns of the parties hereto.
This Contract shall be read and interpreted together with the Employee Handbook provisions.

IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as
of the_______ Day of ___________________, 2013.

__________________________________
________________________________________
WITNESS FLYOUT SERVICES LTD.
__________________________________
________________________________________
WITNESS Employee Name: