Agency Agreement

Between

USERNAME INVESTMENT LIMITED

(as The “VENDOR”)

and

PETER KARANJA NJUGUNA

(as The Agent)

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 AGENCY AGREEMENT

THIS AGENCY AGREEMENT is made this 11th day of September 2023

BETWEEN:

1. USERNAME INVESTMENT LIMITED a limited liability company

duly incorporated under the Companies Act and of Post Office Box
Number 66057-00800, Nairobi (hereinafter referred to as the “Vendor”);

2. PETER KARANJA NJUGUNA.. holder of Identity Card Number

…25168042……. (hereinafter called the "Agent").

The Parties agree as follows:

1. Appointment of Agent and validity period of this Agreement

1.1. USERNAME INVESTMENT LIMITED (the “Vendor”) hereby appoints

…PETER KARANJA NJUGUNA.…. (the “Agent”) subject to and in
accordance with the terms of this Agreement to procure buyers for the
various real estate products of the Vendor.

1.2. This agreement is valid for ___12 months__ and shall be renewed on
request by the agent for a further term as the parties herein shall agree.

2. Duties of the Agent

(a) At his own cost, market the plots on behalf of the Vendor;
(b) In liaison with an appointed member of staff), the agent will arrange for
the Purchasers to view the property. Alternatively, the customers may
join official Site Visits organized by the Company.

3. Purchase/Selling Price:

3.1 The selling price for each plot varies from project to project. It is the
responsibility of the Agent to confirm with the Vendor the exact price and
the mode of payment for each particular piece of land.

3.2 The Agent is NOT allowed to sell the plots at a different price other than
the price provided by the Vendor on the website.

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4. Payment of the Purchase Price

4.1 All Purchasers shall pay the proceeds of the Purchase price to the bank
accounts of the Vendor. Payment in liquid Cash is NOT allowed.
Purchasers should ensure they obtain stamped receipt for all payments
done. The Vendor shall not be held responsible for monies given to the
Agent or sent to their personal/mobile money accounts. Below are the bank
accounts of the Vendor:

1) Lipa na M-pesa: Buy Goods Option Till Number: 247247 and Acc No:
716000

2) Bank: KCB (K) Ltd;

Branch: Moi Avenue
A/C Name: Username Investment Limited
A/C No. 1127644203

3) Bank: Equity Bank Kenya Limited;

Branch: Mama Ngina Street;
A/C Name: Username Investment Limited
A/C No. 0150276653226;

4) Bank: CfC Stanbic;

Branch: Chiromo Road,
A/C Name: Username Investment Limited
A/C No. 0100004586004

5) Bank: Co-operative Bank;

Branch: Westlands;
A/C Name: Username Investment Limited;
A/C No. 01148587668200;

6) Bank: Standard Chartered Bank Kenya Ltd;

Branch: Chiromo;
A/C Name: Username Investment Limited;
A/C No. 0102453445000;

5. Terms & Conditions

a) Before admission into the Agency Program, The Agent must sell 5 plots
under referral commission. The referral commission is determined by
Username Finance Team and is payable upon completion of all

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 documentation (Offer Letter, Sale Agreement & Transfer Form) by the
clients.

b) This agency agreement will be reviewed after every 3 months. Agents who
will not have sold at least 5 plots the contract will be terminated

c) Referring your wife, child or relatives will be categorized under referral

commission

6. Commission

6.1. The Vendor shall pay the Agent a Commission of 5% for every plot sold by
the agent. The commission is payable upon completion of payment and
signing of sale agreement and title transfer form by the clients. The
commission payable is subject to KRA Withholding Tax Requirements.

6.2. Agents who prefer getting 1 plot after selling 10 plots the plot allocated
will be of average pricing determined by Username Finance Team. Should
the Agent prefer a specific plot that is of a higher price than the one
allocated they will be required to top up the difference.

6.3. The Vendor will not offer two compensations for the same plot (s). For
example, an agent who prefers to get a free plot after selling 10 plots will
not be eligible for any other compensation by the Vendor.

6.4. The Agent expressly agrees with the Vendor that there shall be no other
compensation payable by the Vendor with regards to the sale of plots,
including, without limitation, any service or disbursement fees.

6.5. The Vendor is not liable to pay any commission to other Agents or
employees of the Agent, with whom the Agent co-operates in the
procurement of a potential purchaser.

7. Status of Independent Agent

6.1 This Agreement does not constitute a hiring by either party. It is the parties’
intentions that the Agent shall have an independent agent status and not be
an employee for any purposes, including, but not limited to the
Employment Act. The Agent shall retain sole and absolute discretion in the
manner and means of carrying out his activities and responsibilities under
this Agreement.

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 6.2 This Agreement shall not be considered or construed to be a partnership or
joint venture between the Agent and the Vendor, and the Vendor shall not
be liable for any obligations incurred by the Agent unless specifically
authorized in writing.

6.3 The Agent shall not act as an Agent of the Vendor, ostensibly or otherwise,
nor bind the Vendor in any manner, unless specifically authorized to do so
in writing.

8. Indemnification

7.1 The Agent shall indemnify the Vendor from any third party claims or
persons suffering monetary loss or other property loss through the
dishonesty, fraud, negligence or professional misconduct of the Agent, his
employees or agents.

7.2 The Agent shall indemnify the Vendor from and against all loss, costs,
expenses which may be sustained or incurred by the Vendor in
consequence of the act of commission or omission of the Agent, its
employees or agents, in performance by the Agent of the provisions of this
agreement.

9. Preparation of Documents

8.1 All documents relating to the transaction, including the agreement for sale
and the transfers, shall be prepared, stamped and registered by the
Vendor’s Advocates. The Vendor shall pay the legal fees for its advocates
as well as all statutory costs and all other disbursements required and
necessary to transfer the Plot in the name of the Purchaser.

8.2 The Purchasers procured by the Agent shall be at liberty to elect to retain
their own advocates to attest to their execution of all the necessary
documents, or seek legal counsel from their own advocates at their own
cost. All correspondence from the Purchaser’s advocates shall be referred
to the Vendor’s advocates.

10. Dispute Resolution

10.1. Any controversy between the parties to this Agreement involving

the construction or application of any of the terms, provisions, or
conditions of this Agreement, shall on written request of either party
served on the other, be submitted first to mediation by the a person agreed
between the parties within fourteen (14) days of the controversy arising.

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 The person agreed between the parties shall have fourteen (14) days from
the date which the matter was referred to him to resolve the controversy.

10.2. If after mediation the matter is still unresolved, the matter shall
within fourteen (14) days be referred to the then chairman of the Chartered
Institute of Arbitrators, Kenya chapter who shall select appoint an
arbitrator whose decision shall be final and conclusive upon both parties
to the greatest extent permitted by law. The lawyers’ fees and costs of
arbitration shall be borne by the losing party, unless the Parties stipulate
otherwise, or in such proportions as the arbitrator shall decide.

10.3. Notwithstanding the above provisions of this clause, a Party shall be

entitled to seek preliminary injunctive relief or interim or conservatory
measures from any court of competent jurisdiction pending the final
decision or award of the arbitrators.

11. Partial invalidity

If any provision of this Agreement is held by a Court of competent jurisdiction

to be invalid, void or unenforceable, the remaining provisions shall
nevertheless continue in full force and effect without being impaired or
invalidated in any way.

12. Governing law

This Agreement shall be governed by, and construed under, the laws of Kenya.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

SEALED with the Common Seal of the

VendorUSERNAME INVESTMENT
LIMITED
In the presence of:

Director

Director/Secretary

I CERTIFY that I was present and saw the Directors of USERNAME

INVESTMENT LIMITED duly seal and execute this Agency Agreement