Software Development Contract

Prepared for:

Kenya Airports Authority

Prepared by:

Tony Gaya

SCT221-0414/2020
This Software Development Contract is entered into on 14th November 2023 states the terms and
conditions that govern the contractual agreement between:
Tony Otieno Gaya,

Nairobi

P.O Box 3371-00606

Tel: 0701377222
Email: tonygaya5@gmail.com
("Developer"),

and

Kenya Airports Authority

Head Office, Airport North Road

P.O. Box 19001 -00501 Nairobi, Kenya
Tel: +254 - 020 - 822111 / 6611000 / 6612000
Fax: +254 - 020 - 822078, 827304
Email: info@kaa.go.ke
www.kaa.go.ke

Who agree to be bound under this agreement.

WHEREAS, the Client has conceptualized the Integrated Blockchain ERP System, which is
described in further detail on the SRS and the Developer is a contractor with whom the Client
has agreed to allow to create, develop, test, and deploy the Software according to SRS. The
software development will not commence until the two parties sign an SRS document for the
development of the software.

1. SCOPE OF WORK. The specific deliverables and the project requirements shall be
governed by the SRS agreed by the Developer and the Client, written by the Client. The
SRS shall be reviewed and approved by both parties’ signatories. The SRS shall be
provided before work commences.
2. DEVELOPMENT. The Client shall provide the Developer with the Software SRS. 2.1.
The Developer shall complete the development per set milestones agreed between the
Developer and the Client. 2.2. The Client shall write a User Acceptance Test based on the
SRS before starting the application test. The Developer shall provide 14 days after
 delivery of each milestone or deliverable to allow the Client to comment or request for
any changes during development according to the SRS. The Client shall provide support
or assistance where necessary when requested by the Developer unless stated under this
contract.
The Client will document the SRS after discussing and approving SRS deliverables and
milestones with the developer. The SRS will act as the guidance and source of truth in
case of conflict on the deliverables. The Developer will provide training with respect to
the operation of the Software if requested by the Client. The Developer will update the
Client on the progress at the end of every milestone.

3. DELIVERY. The Software shall function in accordance with the SRS approved by both
parties on or before the Delivery date. The development of the application will start on
28th November 2023 and will be completed on 28th March 2024. The Developer is,
therefore, required to deliver and jointly test the app with the Client. If the Software as
delivered does not conform to the SRS, the Client shall within three months from
Delivery date of discovery notify the Developer in writing of the ways in which it does
not conform with the SRS. The Developer agrees that upon receiving such notice, it shall
make reasonable efforts to correct any non-conformity.
The Client shall provide too the Developer written notice of its finding that the Software
conforms to the SRS within three months of the Delivery Date (the “Acceptance Date”)
unless it finds that the Software does not conform to the SRS as described in Section 3.2
herein. The Developer will not provide support for any deliverable once the Client
accepts it unless otherwise agreed in writing. In case the Client causes a delay in
providing support, information or resources to help the Developer complete the
development of the software in time, the Delivery date will be updated according to the
number of days caused by the delay and the Client will be notified in writing via email.

4. PAYMENT AND PAYMENT TERMS. In consideration for the Service, the Client
shall pay the Developer KES 500,000 (Five Hundred thousand Kenya shillings.) to see
the project through. The Client shall pay the initial down payment fee of KES 250,000
(Two hundred and fifty thousand Kenya Shillings.) - 50% of the project cost due on the
Date of Agreement within 10 days. The balance shall be paid in two installments, 24% of
the balance on 80% project completion and the final installment - 16% - shall be paid
after project completion and before signoff. Project completion percentage is based on
milestones.
The Client will be required to pay for overtime hours in case the Developer
works overtime to complete the Client project, milestone, deliverable or work earlier than
the delivery dates. The Client will be issued with an overtime invoice. Any expenses
outside the project budget shall be paid by the Client. Payment under this contract does
include a 16% tax imposed by the government of Kenya. Any amount not paid when due
will bear interest from the due date until paid at a rate equal to 12% per month or the
 maximum allowed by law, whichever is less. The Developer shall not refund the initial
down payment amount fee once the project is started.

5. TRAINING AND SUPPORT. The Developer shall, at the Client's expense, provide the
Client with initial training necessary to operate and use the Software. The Developer will
support and maintain the Client’s Software for free as per the SRS for six months and any
added functionality or feature will be billed. The Client shall be billed for support after
free support duration is over. The Developer shall provide the Client with a user manual
describing the features, functions and how to use or operate the Software within six
months after delivering the Software in written form or video.

6. INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE. The Parties

acknowledge and agree that the Client will hold all intellectual property rights in the
Software including, but not limited to, copyright and trademark rights. The Developer
agrees not to claim any such ownership in the Software’s intellectual property at any time
prior to or after the completion and delivery of the Software to the Client. The Developer
shall not be required to keep any copy of the property after the warranty period expires. A
Developer background IP notice that states “Developed by Tony Otieno Gaya” will
be displayed on the bottom of the Software on each display.
This can be removed on a written agreement and the Client is not required to modify it
without written notice to the Developer. The Client has the legal rights to all texts, photos
and anything else provided to the Developer and the Client will not hold the Developer
responsible. The Developer will own any original copyrightable work, ideas, inventions,
products, or other information created by the Developer in connection with the services
that will be provided. The Client can use the product however it wants and can modify,
destroy or sell it. The Developer may need to use the Client’s intellectual property to do
its job and for the Developer portfolio.

7. CHANGE IN SPECIFICATIONS. The Client may request changes to the deliverables

or add deliverables by written notice to the Developer. The Client may request that
reasonable changes be made to the SRS and tasks associated with the implementation of
the SRS. If the Client requests such a change, the Developer will use its best efforts to
implement the requested change at no additional expense to the Client and without
delaying delivery of the Software.
In the event that the proposed change will, in the sole discretion of the Developer, require
a delay in the delivery of the Software or would result in additional expense to the Client,
then the Client and the Developer shall confer and the Client may either withdraw the
proposed change or require the Developer to deliver the Software with the proposed
change and subject to the delay and/or additional expense. The Client agrees and
acknowledges that the judgment as to if there will be any delay or additional expense
shall be made solely by the Developer.
8. CONFIDENTIALITY. The Developer shall not disclose to any third party the business
of the Client, details regarding the Software, including, without limitation any
information regarding the Software’s code, the SRS, or the Client’s business (the
“Confidential Information”), The Developer shall not make copies of any Confidential
Information or any content based on the concepts contained within the Confidential
Information for personal use or for distribution unless requested to do so by the Client.
The Developer shall not use Confidential Information other than solely for the benefit of
the Client.

9. DEVELOPER WARRANTIES. The Developer represents and warrants to the Client

the following: That the Developer has the right to use third-party software or services
without not infringing any third-party rights and in the event of any claims made by any
third party in relation to the Developer’s right of usage, the Developer undertakes to fully
indemnity. Development and delivery of the Software under this Agreement are not in
violation of any other agreement that the Developer has with another party. The software
will not violate the intellectual property rights of any other party.
The Developer does not guarantee that the Software will be error-free or uninterrupted.
The Developer will not be liable for any unauthorized alteration, theft, or destruction of
any of the Customer's data when the Software is in custody of the Client. Warranties
under this agreement exclude any claims by the Client based on defects in the
deliverables caused by the Client, or by third parties beyond the Developer’s control,
where the defaults are attributed to the Developer, the Developer shall be liable. The
Company will provide the Service in a professional manner consistent with general
industry standards.
For a period of twelve months after the Delivery Date, the Software shall operate
according to the SRS. If the Software malfunctions or in any way does not operate
according to the SRS within that time, then the Developer shall take all reasonably
necessary steps to fix the issue and ensure the Software operates according to the SRS in
a timely manner so as to minimize any adverse effects to the Client business operations.
The Developer shall provide six months of support and maintenance at the Developer
cost, afterward, the Client shall pay for support and maintenance.

10. RETURN OF PROPERTY. Upon termination or expiration of this agreement, or on the

Client's request, the Developer shall return to the Client all originals of the information,
documents, equipment, files, and other property, including Intellectual Property, received
from the Client.

11. TERMINATION. Either party may terminate this agreement with immediate effect by
delivering a fifteen days’ notice of termination to the other party, if; The other party fails
to perform, has made or makes any inaccuracy, or otherwise materially breaches any of
 its obligations, covenants, or representations, and the failure, inaccuracy, or breach
continues for a period of ninety Business Days after the injured party delivers notice to
the breaching party reasonably detailing the breach. If the Client terminates the
agreement without any evident and valid breach or reason in writing, the Client shall be
required to compensate the Developer the full amount before signing the termination
agreement. Upon termination or expiration of this agreement, each party's rights and
obligations under this agreement will cease immediately except section 3.1, 3.2, 8.1 and
8.2 herein which will continue to be valid and enforceable.

12. SEVERABILITY. If any section of this Agreement is found to be invalid, illegal, or

unenforceable, the rest of the Agreement will still be enforceable.

13. NOTICES. All notices under this agreement must be sent by either email with return
confirmation of receipt, or certified or registered mail-client with return receipt requested.

14. NO MODIFICATION UNLESS IN WRITING. No modification of this Agreement

shall be valid unless in writing and agreed upon by both Parties.

15. APPLICABLE LAW. This Software Development Agreement and the interpretation of
its terms shall be governed by and construed in accordance with the laws of Kenya
Government and subject to the exclusive jurisdiction of the federal and government
courts located in Nairobi, Kenya.

16. DISPUTE RESOLUTION. If and whenever any difference shall arise between the
parties or their respective representatives touching this Agreement, the parties shall
endeavor to reach an amicable settlement failure of which the parties shall refer the
matter to arbitration in accordance with the UNCITRAL ARBITRATION RULES.

Developer Name (SERVICE PROVIDER): Tony Otieno Gaya

Developer Signatory Name: Tony Otieno Gaya
Developer Signature: T.O.G

Client Name: Kenya Airports Authority

Client Signatory Name: KAA
Client Signature: *****