THE REPUBLIC OF UGANDA

THE CONTRACTS ACT, 2010

AND

CONTRACT FOR SERVICE PROVISION

Dated as of the __________ day of January 2020

-Between-

AFRICA REALTORS AND DEVELOPERS LIMITED

(Contractor)

-and-

CONTROL RISKS
(Service Provider)

_______________________________________________________________________________

CONTRACT OF SERVICES IN RESPECT OF THE PROPOSAL FOR SERVICES

PROVISION COVERING THREAT, VULNERABILITY & RISK ASSESSMENT &
DESIGNING OF THE SECURITY REQUIREMENTS DURING THE PRE-
CONSTRUCTION OF A HOTEL PROJECT AT PLOT 13, KITANTE ROAD,
KAMPALADISTRICT
_______________________________________________________________________________

DRAWN BY:

M/s Africa Realtors and Developers Limited

Picfare House, Second Floor, Plot 37, Jinja Road,
P.O Box 9396 Kampala
KAMPALA

The Contractor:_______________________ The Service Provider:________________________

Page 1 of 17
 THE REPUBLIC OF UGANDA

THE CONTRACTS ACT, NO: 7 OF 2010

CONTRACT OF SERVICES IN RESPECT OF THE PROPOSAL FOR SERVICES

PROVISION COVERING THREAT, VULNERABILITY & RISK ASSESSMENT &
DESIGNING OF THE SECURITY REQUIREMENTS DURING THE PRE-
CONSTRUCTION OF A HOTEL PROJECT AT PLOT 13, KITANTE ROAD,
KAMPALADISTRICT.

This agreement is made the ………. Day of January, 2020

BETWEEN:

MESSRS AFRICA REALTORS AND DEVELOPERS LIMITED of P.O. Box 9396,

Kampala, a company incorporated in the Republic of Uganda and whose registered
office is at Picfare House, Second Floor, Plot 37, Jinja Road, Kampala (Herein to be
referred to as “The Contractor”), where the contexts so admits shall include, her
employees, agents, legal representatives, assigns and successors in title on the one hand.

AND

CONTROL RISKS of P.O. ...................., Nairobi, Kenya a company incorporated in the

Republic of Kenya and whose registered office is at ....................................(Herein to be
referred to as “The Service Provider”), where the contexts so admits shall include, her
employees, agents, legal representatives, assigns and successors in title on the one hand.

Jointly referred to as “The Parties”

Whereas:

1. The Contractor is the Registered Proprietor of land comprised in plot 13, Kitante
road, Kampala and is desirous of engaging the services of the service provider
for the provision of consultancy services in the form of threat, vulnerability &
risk assessment & designing of the security requirements during the pre-
construction.

2. The Service Provider is a company Registered under the laws of the Republic of
Kenya dealing in inter alai; threat, vulnerability & risk assessment & designing
of the security requirements during the pre-construction ofand project

The Contractor:_______________________ The Service Provider:________________________

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 management Services duly registered and licensed with the various regulatory
authorities in the Republic of Uganda.

3. The Service Provider further warrants that it has the required level of expertise
and is desirous of providing the said services to the Contractor subject to the
terms and conditions set out as hereunder;

IT IS HEREBY AGREED THAT:

1. Interpretation

1.1. In this Agreement:

Intellectual Property Rights means any and all patents, patent

applications, know-how, trademarks, trade mark applications, trade
names, registered design, copyright, database rights or other similar
intellectual property rights created, developed, subsisting or used in
connection with the Specified Service and whether in existence at the
date hereof or created in the future;

KCCA means Kampala Capital City Authority;

Service Provider means Control Risks

Contractor means Africa Realtors and Developers Limited;

Specified Service means any services or advice to be provided by the

Service Provider to The Contract as detailed inClause 3 andSchedule 1
to this Agreement;

Specified Sum means the agreed consideration to be paid by The

Contractor to the Service Provider as detailed in Clause 2 and
Schedule 1 to this Agreement.

2. Consideration:

In consideration of the payment of the Specified Sum in Schedule 1 by The

Contractor, to the Service Provider the Service Provider shall provide the
Specified Service in clause 3 to this agreement.

The Contractor:_______________________ The Service Provider:________________________

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3. Specified Services:

3.1. The Service Provider shall provide the Services of provision of threat,
vulnerability & risk assessment & designing of the security
requirements during the pre-construction ofin respect of pre-construction
works, and any other related/incidental works thereto. It is further agreed
and understood that the elaborate description of the scope of work falling
within the meaning of this clause is contained in the Schedule 1 to this
agreement.

3.1.1 The Service Provider shall be the project engineers for the
Construction of the agreed upon concept by The Contractor, hence
the service provider shall undertake the site supervisory work for
the supervision of works carried out by independent contractors.

3.2 Owing to the nature of the work to be undertaken by the Service Provider,
both parties accept that it may be necessary to agree to alter or adapt the
Specified Services. Any additional works and or modifications shall not
affect the Specified Sum as detailed in this Agreement. The parties therefore
accept that:

3.2.1 The Service Provider shall provide the Specified Service and shall
take all reasonable steps to comply with any timetable or other
targets for progress or delivery or completion of the Specified
Service agreed in writing between the parties.

3.2.2 The Service Provider may at any time and without giving The
Contractor prior notification make any changes to the Specified
Service which are necessary to comply with any applicable safety or
other statutory requirements, or make any changes to the Specified
Service which do not materially affect the nature or quality of the
Specified Service.

4. Duration and Termination:

4.1. This Agreement shall commence from the date hereof unless agreed
otherwise and shall remain in force until the project is completed or for a
period of ............................ months from the date of commencement of the
construction works (which ever follows later).

4.2. Either party may terminate this Agreement by giving a Thirty-days

written notice to the other party in the event that:

The Contractor:_______________________ The Service Provider:________________________

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 4.2.1. Either party is in breach of this Agreement and fails to remedy such
breach (if capable of remedy) within a period of 15 days after being
required in writing to do so.

4.2.2. The other party goes into liquidation, or (in the case of an
individual or firm) becomes bankrupt, makes a voluntary
arrangement with his or its creditors or has a receiver or
administrator appointed.

4.3. The Service Provider may terminate this Agreement by giving 30 days
written notice to The Contractor, if:

4.3.1. The Contractor is in default of any agreed payments under this

Agreement and fails to remedy that default within 15 days of
receiving a written demand from the Service Provider.

4.3.2. The Contractor fails to accord the Service Provider the reasonable
access to the site or other information required for the Service
Provider to perform the Specified Services within 30 days from the
date of request provided that the Contractor shall have an
additional 30 days to endeavour to remedy this breach.

5. The Contractor’s Obligations

5.1. The Contractor shall provide the Service Provider with all documents or
other materials and data or other information necessary for the completion
of the Specified Service, in sufficient time to enable the Service Provider to
provide the Specified Service in accordance with any timetable or other
target for progress or completion agreed in writing between the parties.

5.2. The Contractor shall be responsible for the content of all documents or other
materials it provides and shall ensure the accuracy of all data or other
information provided to the Service Provider in the course of this
Agreement.

5.4. The Contractor shall ensure payment of the Service Provider in time to
enable the Service Provider deliver his or her targeted scope of work in time.

6. Service Provider’s Obligations

6.1. The Service Provider will take all reasonable steps to ensure that the
Specified Services are completed in accordance with any timetables or
other targets agreed.

The Contractor:_______________________ The Service Provider:________________________

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 6.2 The Service Provider shallmay be required to refund all monies advanced
and or paid by the Contractor in the event of total failure to perform the
scope of work herein specified and deliver the Deliverables/Consideration
for the payment as envisaged. For the avoidance of doubt, the parties
hereto agree that the Contractor’s payment of advances to the Service
Provider shall merit the Service Provider’s issuance of payment securities
in the form of either a Bank Guarantee or Insurance Bond by an Insurer
acceptable to the Contractor [Jubilee Insurance Company of Uganda
Limited, Sanlam, Mayfair, ICEA General Insurance Co. Limited, ICIC, and
Phoenix Insurance Co Limited]. For avoidance of doubt, the bank
guarantee or insurance bond shall take the format attached to this
agreement in Schedule 1.

6.3 . It is further understood that where no advance payments are paid to the
Service Provider, this clause shall not apply.

7. Warranties

7.1. The Service Provider warrants to The Contractor that the Specified Services
shall be provided using reasonable care, skill and, as far as reasonably
possible to justify the responsibility for submitted drawings in accordance
with this Agreement.

7.2 The Contractor warrants to the Service Provider that it has the requisite
resources to finance the construction of the hotel project as envisaged.

8. Limitation of Liability

8.1 Nothing in this Agreement shall limit or exclude the liability of either party for:
(a) death or personal injury resulting from its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any liability which cannot be excluded or limited by law.
8.2 Subject to clause 8.1, The Service Provider entire liability for all amounts payable under this
Agreement including all losses suffered by the Contractor arising out of or in connection
with the provision of Services and/or the Agreement (including any liability for the acts or
omissions of its employees, agents and subcontractors), shall be limited as follows:
8.2.1 The Service Provider shall not be liable for any of the following losses suffered by the
Contractor: loss of profit; loss of revenue; loss of anticipated savings; loss of business
opportunity; loss of goodwill; loss of and/or corruption of data; and/or any indirect or
consequential losses; and

The Contractor:_______________________ The Service Provider:________________________

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8.2.2 The Service Provider’s maximum aggregate liability for any other loss suffered by The
Service Provider shall be limited to 125% of the amount of The Service Provider’s fees
received for the provision of the Services.
8.3 The Service Provider shall have no liability to the Contractor for any matter which falls
outside the scope of the instructions provided by the Contractor in relation to the Services.

9. Intellectual Property

8.4 In this Agreement:

8.4.1 “Contractor ‘IP” means all intellectual property rights of whatsoever nature that are the
property of, or are licensed to, The Service Provider and includes any derivatives,
improvements, enhancements or extensions thereto developed during the course of the
provision of the Services; and
8.4.2 “The Service Provider IP” means all intellectual property rights of whatsoever nature
(including, for the avoidance of doubt, the copyright in its reports, training materials and
proprietary software) that are the property of, or are licensed to, The Contractor and
includes any derivatives, improvements, enhancements or extensions thereto developed
during the course of the provision of the Services.
8.5 The Contractor IP shall belong to and remain the property of the Contractor but The Service
Providershall be entitled, during the term of this Agreement, to use the Contractor IP to the
extent necessary for, and in connection with, the performance of the Services.
8.6 The Service Provider’sIP shall belong to and remain the property ofThe Service Provider’s,
but the Contractor shall be entitled to useThe Service Provider’s IP that was created or
provided in connection with the Services for legitimate business purposes by way of a non-
exclusive worldwide non-transferable licence, subject to payment in full of all sums payable
under this Agreement. The licence to use The Service Provider’s IP that relates to the
provision of Legal Technologies Services (as defined in Clause 8.7 below) shall terminate
automatically upon termination or expiry of this Agreement.
8.7 Each party warrants that it, or any person making disclosure of information on its behalf,
has the right to supply all the information being supplied to the other party and that the
supply of such information, and its receipt and use by such other party, will not infringe any
rights, including any intellectual property rights, held by any third party or result in a
breach by the disclosing party (or any person making disclosure on its behalf) of any law,
regulatory obligation or fiduciary duty owed to any third party. Each party agrees to
indemnify the other party against any loss it may suffer as a result of the breach of this
warranty by the disclosing party (or any person making disclosure on its behalf).

The Contractor:_______________________ The Service Provider:________________________

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8.8

1.2.

1.3.

1.4.

8.9

10. Confidentiality

10.1. Both parties will take all reasonable steps to ensure that any documents or
other materials and data or other information which are supplied to the
other party in the provision of the Specified Services and are clearly marked
as confidential remain confidential to the parties. Such information will only
be made available by the parties to those personnel who have a reasonable
need to know of it and the documents or other materials and data or other
information or copies thereof will not be made available to any third parties.
Either party is entitled to demand the return of all copies of any such
documents or other materials and data or other information within 14 days
by giving the other party written notice.

10.2. This obligation of confidentiality will remain in force beyond the cessation
or other termination of this Agreement.

10.3. This clause shall not apply to any documents or other materials and data or
other information which are already in the public domain at the time when
they are provided by either party, and shall cease to apply where either
party is required by law to make a disclosure or if at any time the
information becomes public knowledge through no fault of the other party.

10.4. Both parties undertake that any information which is received from the
other party in the provision of the Specified Services will only be used for
the purposes of this Agreement.

The Contractor:_______________________ The Service Provider:________________________

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11. Dispute Resolution

Any Dispute, which is not resolved amicably within a period of two weeks shall be finally
decided by reference to arbitration by an Arbitrator. Such arbitration shall be held in
accordance with the Arbitration and Conciliations laws of the Republic of Kenya Rules of
Arbitration of the International Chamber of Commerce Council of Arbitration and shall be
subject to the provisions of this Agreement.

The arbitrator shall be a suitably qualified jurist with at least 10 years’ experience as a
jurist and/or arbitrator of complex arbitration proceedings and shall not be a Person, or
an Affiliate of a Person, who has any past, present or currently contemplated future
business or personal relationship with either of the parties. The award by the Arbitrator
shall be final and binding on the parties.

The prevailing Party in any arbitration herein provided shall be entitled to recover from
the losing Party all reasonable fees, costs and expenses (including attorneys’ fees and
costs) incurred by the prevailing Party in connection with such arbitration (including
any actions to enforce any Arbitration Award).

The venue of such arbitration shall be NairobiKampala, KenyaUganda in the English

language.

12. General

12.1. The Parties shall not be liable for breach of the Contract by reason of any
delay in performing, or any failure to perform, any of their obligations in
relation to the contract if the delay or failure was due to any cause beyond
the Parties’ reasonable control.

12.2. The terms of this Agreement represent the entire agreement between the
parties and super cede any previous representations or agreements
whether recorded in writing or otherwise.

12.3. Both parties agree that the terms of this Agreement are fair and reasonable
in all the circumstances.

12.4. It is agreed that this Agreement will be governed and construed according
to English Common Law on Contract.

12.5. A failure by any party to exercise and any delay, forbearance or

indulgence by any Party in exercising any right, power or remedy under
this agreement shall not operate as a waiver of that right, power or
The Contractor:_______________________ The Service Provider:________________________
Page 9 of 17
 remedy or preclude its exercise at any subsequent time or on any
subsequent occasion. The single or partial exercise of any right, power or
remedy shall not preclude any other or further exercise of that right,
power or remedy. No custom or practice of the parties at variance with the
terms of this agreement shall constitute a waiver of the rights of any party
under this agreement. The rights, powers and remedies provided in this
Agreement are cumulative and not exclusive of any rights, powers or
remedies provided by law.

12.6 Any notice required to be given under this agreement shall be sent:

To AFRICA REALTORS AND DEVELOPERS LIMITED at:

Plot 37, Jinja Road,
PICFARE House, 2nd Floor
P. O. Box 232, Kampala
KAMPALA
Email: [email protected]/[email protected]
To the attention of: Mr. Mitul Jobanputra and Mr. Ashwin Desai

To the Service Provider:

CONTROL RISK
___________________________________
___________________________________

Email: ______________________________

To the attention of: Mr. _________________

12.7. The parties shall not assign any of its rights or obligations under this
Agreement to any other person(s) without prior written consent.

12.8. No variation of this Agreement shall be effective unless mutually agreed

to by the Parties, made in writing and signed by of each of the Parties.

12. 9 Data Protection

12.9.1 In this clause 6 and in the Appendix (Data Processing Agreement):

“Data Protection Laws” means the EU Data Protection Laws and the laws of other states
and territories that create and regulate substantially similar concepts and legal principles
as are contained in the EU Data Protection Laws in relation to the processing of personal
data and sensitive personal data;

The Contractor:_______________________ The Service Provider:________________________

Page 10 of 17
 “EU Data Protection Laws” means, up to and including 24 May 2018, any legislation in
force from time to time which implements the EU Directive 95/46/EC and, with effect on
and from 25 May 2018, means the EU General Data Protection Regulation 2016/679
(“GDPR”) and any legislation in force in EU member states from time to time which
implements GDPR;
“data subject”, “personal data”, “sensitive personal data”, “consent”, “controller”,
“processor” and “processing” mean those concepts, roles and activities as defined in EU
Data Protection Laws (and on and from 25 May 2018 “sensitive personal data” means
those classes of personal data that are described in article 9 of GDPR) or, where relevant,
equivalent concepts, roles and activities as described in other Data Protection Laws.
12.9.2 Each party warrants that any personal data and sensitive personal data that is provided
to the other party, or which it requests the other party to process, for the purposes of the
provision of the Services has been collected and is being disclosed in accordance with the
provisions of any applicable Data Protection Laws and that, where required by applicable Data
Protection Laws, consent to the processing by and / or transfer of such personal data to the
other party, and by such other party to reputable third parties, has been obtained.
12.9.3 Each party warrants and undertakes that:
12.9.4 (i) in respect of personal data it has collected from or in relation to a data subject
before the date of this agreement it has provided to that data subject at the time of
collection, and (ii) in respect of personal data it collects from or in relation to a data
subject after the date of this Agreement it will provide to that data subject at the
time of collection, in each case where required, a fair processing notice which
satisfies the requirements of any applicable Data Protection Laws (and in
particular Articles 13 and 14 of GDPR); and
12.9.5 any fair processing notice provided or to be provided in accordance with clause
6.3(a) did or shall contain sufficient information that, in accordance with Article
14(5)(a) of GDPR or any similar provision in applicable Data Protection Laws, the
other party shall be under no obligation to provide additional information to the
data subject.
12.9.6 Each party undertakes that any personal data or sensitive personal data provided
to it by the other party shall be processed in a manner consistent with such
receiving party’s obligations under applicable Data Protection Laws and that the
receiving party shall treat such personal data and / or sensitive personal data in a
manner consistent with the principles set out in such applicable Data Protection
Laws.
12.9.7 Where it acts as a controller, The Service Provider undertakes that it will not
transfer personal data or sensitive personal data to any member of The Service
Provider Group (shall mean Control Risks International Limited, its subsidiaries
The Contractor:_______________________ The Service Provider:________________________
Page 11 of 17
 and their respective branches) established in a country outside the EEA unless
such member has signed an agreement with The Service Provider’s containing
provisions that are in conformity with EU guidelines relating to such transfers.
12.9.8 The Contractor acknowledges that The Service Provider will retain reports and
other documents related to the Services in accordance with the provisions of its
data retention policy, as may be amended from time to time.
12.9.10 In relation to Legal Technologies Services (which comprise the use of The Service
Provider’s proprietary e-Discovery technology or other hosted applications to
facilitate hosting, processing, analysis and management of data) to the extent that the
Contactor is the controller of data and documents provided to, obtained or created by
the Contractor in connection with the provision of such Services, the same shall be
held by The Service Provider solely Contractor’s for use and convenience, and subject
Contractor’s instructions as to possession, control and disposition.
12.9.11 To the extent that the Services comprise the processing of personal data or sensitive
personal data where The Service Provider is the processor and Contractor is the
controller and the processing of personal data or sensitive personal data is subject to
GDPR, the provisions of the Appendix (Data Processing Agreement) to these Terms
and Conditions shall apply.

12.9.12
12.9.13

In witness whereof the parties hereto append their signatures and seals as a sign of
mutual agreement

The Signed and Sealed by the said

Africa Realtors and Developers Limited
In the presence of:

___________________________ __________________________
DIRECTOR DIRECTOR/SECRETARY

In the presence of:

Name: …………………………………….

Signature: …………………………………….

The Contractor:_______________________ The Service Provider:________________________

Page 12 of 17
The Signed and Sealed by the said

CONTROL RISK
In the presence of:

________________________ __________________________
DIRECTOR DIRECTOR/SECRETARY

IN the presence of:

Name: …………………………………….

Signature: …………………………………….

SCHEDULE ONE

Advance Payment Guarantee

The Managing Director,

Africa Realtors And Developers Limited,

Picfare House, 2nd Floor,

Plot 37, Jinja Road,

P.O. Box 9396,

The Contractor:_______________________ The Service Provider:________________________
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Kampala-Uganda.

In accordance with the payment provision included in the Contract dated ……. Day of
…………….., 2020, for  the provision of services covering Threats, Vulnerability and risk
assessment and designing of security requirements during the construction of a Hotel at
Plot 13, Kitante Road, Kampala with specific reference to advance payments, Control
Risks ……… of P.O Box …………………… Nairobi-Kenya (hereinafter called “the
Provider”) shall deposit with Africa Realtors and Developers Limited (hereinafter
referred to as "The Contractor” a security consisting of Advance Payment Guarantee, to
guarantee its proper and faithful performance of the obligations imposed by said
Clause of the Contract, in the amount of Ugx …………………………./-
(………………………………………….Uganda Shillings only).

 We, the undersigned Equity Bank Uganda Limited, legally domiciled in Kampala-Uganda
(hereinafter “the Guarantor”), as instructed by the Service Provider, agree
unconditionally and irrevocably to guarantee as primary obligor and not as surety
merely, the payment to the Contractor on its first demand without whatsoever right of
objection on our part and without its first claim to the Provider, in the amount not
exceeding Ugx …………………………./- (………………………..Uganda Shillings only).

This security shall remain valid and in full effect from the date of the advance payment
received by the Provider under the Contract until …… day of …………………….,
20……..

This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication
No. 758, except that subparagraph (ii) of Sub-article 20(a) is hereby excluded.

 Name:

In the capacity of  

Signed: -------------------------

Duly authorised to sign the Payment Security for and on behalf of:

Dated on _______ day of __________________, _______ [insert date of signing]

The Contractor:_______________________ The Service Provider:________________________

Page 14 of 17
 SCHEDULE ONE

CONTROL RISK’S Proposal for Services for threat, vulnerability & risk assessment
& designing of the security requirements during the pre-construction dated 10th
January 2020

The Contractor:_______________________ The Service Provider:________________________

Page 15 of 17
 Appendix – Data Processing Agreement

The provisions of this Appendix (the “Data Processing Agreement”) form part of the Agreement to the extent that
clause 12.9 of the Agreement applies.

The Service Provider shall:

1.1 process the personal data only on documented instructions from the controller, including with
regard to transfers of personal data to a third country or an international organisation, unless
required to do so by European Union or the national law of an EU member state to which the
processor is subject; in such a case, the processor shall inform the controller of that legal requirement
before processing, unless that law prohibits such information on important grounds of public
interest;

1.1.1 ensure that persons authorised to process the personal data have committed
themselves to confidentiality or are under an appropriate statutory obligation of
confidentiality;

1.1.2 implement appropriate organisational and technical measures as required pursuant

to Article 32 (security of processing) of GDPR;

1.1.3 respect the conditions for engaging another processor referred to in paragraphs 2
and 4 of Article 28 (processor) of GDPR;

1.1.4 taking into account the nature of the processing, assist the controller by appropriate
technical and organisational measures, insofar as this is possible, for the fulfilment
of the controller’s obligation to respond to requests for exercising the data subject’s
rights laid down in Chapter III of GDPR;

1.1.5 assist the controller in ensuring compliance with the obligations pursuant to
Articles 32 to 36 of GDPR taking into account the nature of the processing and the
information available to the processor;

1.1.6 at the choice of the controller, delete or return all the personal data to the controller
after the end of the provision of services relating to processing, and delete existing
copies unless European Union law or the national law of an EU member state to
which the processor is subject requires storage of the personal data; and

1.1.7 make available to the controller all information necessary to demonstrate

compliance with the obligations laid down in Article 28 (processor) of GDPR and
allow for and contribute to audits, including inspections, conducted by the

The Contractor:_______________________ The Service Provider:________________________

Page 16 of 17
 controller or another auditor mandated by the controller (in each case at the
controllers cost).

The Service Provider acknowledges that nothing in the Data Processing Agreement relieves it of its own direct
responsibilities and liabilities under GDPR.

The Contractor:_______________________ The Service Provider:________________________

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