Terms & Conditions

WHEREAS the Company [your company] desires to engage the Consultant [Sanna Digital Marketing] to provide Digital marketing services in the area of Consultant’s expertise and the Consultant is willing to provide such services to the Company;

NOW, THEREFORE, the Parties hereby agree as follows:

• Engagement and Services

1. Engagement: The Company hereby engages the consultant to provide and perform the services set forth in Exhibit A attached hereto (the “Services”), and the Consultant hereby accepts the engagement.

1. Standard of Services: All Services to be provided by the Consultant shall be performed with promptness and diligence in a workman-like manner and at a level of proficiency expected of a consultant with the background and experience that the Consultant has represented she has. The Company shall provide such access to its information, property, and personnel as may be reasonably required in order to permit the Consultant to perform the Services.

1. Tools, Instruments, and Equipment:  Consultant shall provide Consultant’s own tools, instruments, and equipment and place of performing the Services unless otherwise agreed between the Parties. 

• Consultancy Period

1. Commencement: This Agreement shall commence on the Effective Date and shall remain in effect for a period of 10 days or the earlier termination of this Agreement as provided in Article 2 (b) (the “Consultancy Period”).

1. Termination: This Agreement may be terminated by either Party by giving Thirty (30) calendar days written notice of such termination to the other Party in the event of a material breach by the other Party.  “Material breach”  shall include: (i) any violation of the terms of Articles 3, 4, 5, 8, 10, and 11, (ii) any other breach that a Party has failed to cure within FIVE (5) calendar days after receipt of written notice by the other Party, (iii) the death or physical or mental incapacity of Consultant or any key person performing the Services on its behalf as a result of which the Consultant or such key person becomes unable to continue the proper performance of the Services, (iv) an act of gross negligence or willful misconduct of a Party, and (v) the insolvency, liquidation or bankruptcy of a Party.

1. Effect of Termination: Upon the effective date of termination of this Agreement, all legal obligations, rights, and duties arising out of this Agreement shall terminate except for such legal obligations, rights, and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.

• Consultancy Fee and Expenses

1. Consultancy Fee. In consideration of the Services to be rendered hereunder, the Company shall pay the Consultant a professional fee agreed upon according to the selected package from our website www.sannadigitalmarketing.co. This amount shall be paid at the conversion rate of the US dollar at the time the invoice is issued and shall be paid in two phases, 50% deposit to be paid at the beginning of the engagement that is, as soon as the invoice is received or within 24 hours after the invoice receipt and the remaining 50% upon completion and agreement on the provision of tasks set forth in Exhibit A attached hereto (the “Services”) or after 15 calendar days.

• Work Product and License

1. Defined: In this Agreement,  the term “Work Product” shall mean all work product generated by Consultant solely or jointly with others in the performance of the Services, including, but not limited to, any and all information, notes, material, drawings, records, Diagrams, formulae, processes, technology,   firmware,   software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets.

1. Ownership: Consultant agrees to assign and does hereby assign to Company all right, title, and interest in and to the Work Product. All Work Product shall be the sole and exclusive property of the Company and Consultant will not have any rights of any kind whatsoever in such Work Product.

1. The Consultant agrees, at the request and cost of the Company, to promptly sign, execute, make and do all such deeds, documents, acts, and things as Company may reasonably require or desire to perfect Company’s entire right, title, and interest in and to any Work Product.

• Confidential Information

1. Defined:  In this  Agreement, the term  “Confidential  Information”  shall mean the Work Product and any and all information relating to the Company’s business, including, but not limited to, research,  developments,  product plans, products,  services, diagrams, formulae,  processes,  techniques,  technology,  firmware,  software,  know-how,  designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by Company either directly or indirectly in writing, orally or visually, to Consultant.  Confidential Information does not include information that:

1. is in or comes into the public domain without breach of this Agreement by the Consultant, 
2. Was in the possession of the Consultant prior to receipt from the Company and was not acquired by the Consultant from the Company under an obligation of confidentiality or non-use,
3. is acquired by the Consultant from a third party, not under an obligation of confidentiality or non-use to the Company, or
4. is independently developed by the Consultant without the use of any Confidential Information of the Company.

1. Obligations of Non-Disclosure and Non-Use: Unless otherwise agreed to in advance and in writing by the Company, the Consultant will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party. The consultant may disclose the Confidential Information only to those of its employees who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee, such employee shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement. In any event, the Consultant shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees. Consultant shall use the same degree of care to avoid disclosure of the Confidential Information as it employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.

1. Return of Confidential Information: Upon the termination or expiration of this Agreement for any reason, or upon Company’s earlier request, Consultant will deliver to Company all of Company’s property or Confidential Information in a tangible form that Consultant may have in its possession or control. The Consultant may retain one copy of the Confidential Information in its legal files.

• Independent Contractor

The Consultant agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between the Consultant and the Company. The Consultant shall have no right to receive any employee benefits provided by the Company to its employees. Consultant agrees to pay all taxes due in respect of the Consultancy Fee and to indemnify the Company in respect of any obligation that may be imposed on the Company to pay any such taxes or resulting from Consultant’s being determined not to be an independent contractor. This Agreement does not authorize the Consultant to act for the Company as its agent or to make commitments on behalf of the Company.

• Force Majeure

Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection,  strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. 

The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume.

In the event the interruption of the excused Party’s obligations continues for a period in excess of THIRTY (30) calendar days, either Party shall have the right to terminate this Agreement upon THREE (3) calendar days prior to written notice to the other Party.

• Non-Publicity

Each of Company and Consultant agree not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party,  or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.

• Assignment

The Services to be performed by Consultant hereunder are personal in nature, and Company has engaged Consultant as a result of the Consultant’s expertise relating to such Services. Consultant, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty, or obligation under this Agreement without the Company’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Company of this Agreement or any right, duty, or obligation hereunder to any third party.

• Injunctive Relief

Consultant acknowledges that a violation of Article 5 would cause immediate and irreparable harm to the Company for which money damages would be inadequate. Therefore, the Company will be entitled to injunctive relief for the Consultant’s breach of any of its obligations under the said Articles without proof of actual damages and without the posting of a bond or other security.  Such remedy shall not be deemed to be the exclusive remedy for such violation, but shall be in addition to all other remedies available at law or in equity. 

• Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Kenya, without giving effect to any choice of law or conflict of law provisions.

• General

This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties.

No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision(s) of this Agreement.

Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision