TERM

(a) This Agreement shall commence on the accepted date and shall have an initial term of twelve (12) months.

(b) Unless a party notifies the other party in writing at least 60 days in advance of the expiration of the initial term or any extension of this Agreement, this Agreement will be automatically renewed for successive 12_month terms.

SERVICES

(a) Dellcotech will provide the Client with knowledgeable technicians to resolve any sudden IT issues effectively and ensure the day to day running of your systems is efficiently maintained.

(b) Dellcotech will be the exclusive provider of the services during the term of this Agreement. The client will endorse Dellcotech as the Client's primary provider of computer and information technology services, and will establish policies to actively encourage its employees to route their work requests through Dellcotech for such services, and, in general, to use Dellcotech 's off-site resources.

EQUIPMENT, MAINTENANCE, AND SUPPLIES

(a) Dellcotech will furnish the equipment, maintenance, and supplies as required by the Client at the client’s expense.

(b) Unless the parties agree otherwise in writing, Dellcotech shall be responsible for all supplies for and maintenance of the equipment excluding print consumables.

PERSONNEL

(a) Dellcotech will be solely responsible for the actions and supervision of its personnel.

(b) Dellcotech will be responsible for the payment of all compensation, benefits, and employer taxes relating to its workers (including workers' compensation and disability, if any).

(c) Dellcotech shall have the right to remove, reassign, or take any other employment-related action in regard to any of its workers.

(d)Client will not hire or attempt to hire Dellcotech 's on-site employee(s) within six months prior to or following the termination of this Agreement.

PRICES

(a) Client will pay Dellcotech for the services rendered based on the rates set forth on the IT packages above. If the Client requires any services not contemplated on the packages, Client and Dellcotech will negotiate the prices for such services in good faith.

(b) The fees and other charges provided for in this Agreement are exclusive of any applicable taxes. The client will be responsible for all taxes applicable under this Agreement.

MODIFICATIONS OF SERVICES AND PRICING

In order to ensure that Dellcotech 's level of service keeps pace with the Client's needs, Dellcotech and Client may agree from time to time to modify the services, equipment, maintenance, personnel, operating hours, and prices described in this Agreement. Dellcotech and Client shall negotiate any such modifications and any corresponding adjustments in prices in good faith and such modifications shall be agreed to in writing.

PAYMENTS AND INVOICING

(a) Dellcotech will invoice the Client for all services rendered at the conclusion of each month.

(b) Payment terms for all invoices are net 5 days from the date of invoice to avoid late charges.

(c) For billing purposes, all monthly charges are calculated using a 30_day month. If Dellcotech performs the services for less than a full month, the charges for that month will be prorated based upon the number of days elapsed.

(d) Client will pay interest at the rate of one and a half (1.5) percent per month, on all unpaid and overdue invoices.

(e) If an invoice for services or other charges under this Agreement remains unpaid following 30 days from the payment due date under 7(b) above, upon 5 working days prior written notice to Client, Dellcotech may suspend performance of its obligations under this Agreement until such past due amount is paid, without liability to Client.

(f) If an invoice for services or other charges provided under this Agreement remains unpaid following 60 days from date of invoice, upon 5 working days prior written notice to Client, Dellcotech may terminate this Agreement and Client will permit Dellcotech or its designated representative(s) to remove equipment and terminate operations, at Dellcotech 's sole discretion without further obligation to Client. Such removal and termination of operations will obligate the Client to pay to Dellcotech those damages specified herein.

(g) Dellcotech will maintain appropriate records to support the charges identified in each month's invoice. The client may inspect and review those records upon reasonable request.

TERMINATION

Upon the termination of this Agreement for any reason (including the expiration of this Agreement by its terms or the termination of this Agreement for cause):

The client shall pay to Dellcotech within ten (10) days of the termination date all charges arising, including the monthly management fee.

If Dellcotech does not perform in any material respect the services required under this Agreement, the Client shall inform Dellcotech in writing, specifying the manner in which the Client believes Dellcotech 's services to be deficient. Dellcotech shall have a period of thirty (30) days from the receipt of such notice to correct such deficiencies in performance. If Dellcotech does not correct the deficiency within such period, the Client shall, as its sole remedy for Dellcotech 's nonperformance, have the option of terminating this Agreement for cause. 

Dellcotech shall have the right to terminate the Agreement immediately at any time if Client files a petition in bankruptcy, or is adjudicated bankrupt, or if a petition in bankruptcy is filed against Client and not discharged within thirty (30) days, or if Client becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if a receiver is appointed for it or its business. Any such termination shall be treated as if the Client has terminated this

CONFIDENTIALITY

(a) Dellcotech recognizes that it must conduct its activities in a manner designed to protect any information concerning Client, its affiliates, or clients (such information hereinafter referred to collectively as "Client Information") from improper use or disclosure. Dellcotech agrees to treat Client Information on a confidential basis. Dellcotech further agrees that it will not disclose any Client Information without

Client's prior written consent to any person, firm, or corporation except (i) to authorized representatives of the Client or (ii) to employees of Dellcotech who have a need to access such Client Information to perform the services contemplated hereunder. Dellcotech agrees upon request to have its employees execute written undertakings to comply with the confidentiality requirements set forth under this paragraph.

(b) Client recognizes that the terms of this Agreement, the processes used by Dellcotech, and the pricing information of Dellcotech is confidential and that it must conduct its activities in a manner designed to protect any such information concerning Dellcotech (such information hereinafter referred to collectively

as "Dellcotech Information") from improper use or disclosure.  The client agrees to treat Dellcotech Information on a confidential basis. The client further agrees that it will not disclose any Dellcotech Information without Dellcotech 's prior written consent to any person, firm, or corporation except (i) to authorized representatives of Dellcotech or (ii) to employees of Client who have a need to access such Dellcotech Information to perform the services contemplated hereunder.

11. INDEMNIFICATION AND WARRANTIES

(a) Client shall indemnify and hold Dellcotech harmless from any claim, demand, liability, cause of action, or damage, for actual or alleged infringement of any intellectual property rights arising from Dellcotech performance of services under this Agreement.

(b) Other than as provided above, each party agrees to hold harmless, defend and indemnify the other party from and against any liability, loss, demand, claim or cause of action for personal injury or property damage due to or arising out of the acts of that party, its agents and employees. However, each party shall have no obligation to hold harmless, defend or indemnify the other from or for liability arising from the other party's own intentional or negligent acts.

(c) In no event shall Dellcotech be liable to Client or Client's clients for any incidental, consequential, indirect, special, or punitive damages related to Dellcotech 's performance or non_performance of the services under this Agreement. Client's sole remedy for any claims related to Dellcotech 's performance or non_performance of the services under this Agreement shall be limited, at Dellcotech 's option, to a

refund of the cost of equipment or services provided with respect to the specific job in question or to Dellcotech 's re_performing the services in question.

(d) Dellcotech warrants to the Client that it will perform the services in a professional manner. Dellcotech agrees to honor the manufacturer’s warranty for equipment installed by Dellcotech under this Agreement.

NOTICES

All statements, notices, and other communications to be given hereunder shall be in writing and unless otherwise provided, shall be deemed to have been duly given when delivered in person or when deposited in the mail, postage prepaid, properly addressed, registered or certified mail, return receipt requested, to the address as set forth below, or such other address or addresses as may be designated

in writing by notice to the other party pursuant to this paragraph.

FORCE MAJEURE

Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach is delayed or prevented by reason of any act of God, fire, natural disaster, accident, an act of government, labor strike, or an act that is beyond the reasonable control

of either party, provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery and uses its best efforts to continue to so perform or cure. In the event of such a force majeure, the time for performance or cure shall be extended for a period equal to the duration of the force majeure.

ASSIGNMENT

Neither party may assign or delegate its obligations under this Agreement, either in whole or in part, by operation of law nor otherwise, without the prior written consent of the other, which shall not be unreasonably withheld or delayed. Any attempted assignment in violation of the provisions of this provision will be void.

MISCELLANEOUS

(a) This Agreement supersedes all prior agreements, understandings, and discussions between the parties. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein and cannot be changed or terminated orally. No modifications of this Agreement shall be binding unless signed by both parties.

(b) If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision or provisions held to be invalid or unenforceable.

(c) No waiver shall be deemed to be made by any party of any of its rights hereunder unless the same shall be in writing signed by the waiving party, and any waiver shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights or the obligations of any party in any other respect at any other time.

(d) In the event Client breaches this Agreement requiring Dellcotech to initiate legal proceedings to enforce Dellcotech 's rights under the Agreement, Client agrees to pay Dellcotech 's legal fees, expenses, and costs in enforcing Dellcotech 's rights under the Agreement.

(e) This Agreement is intended for the benefit of the parties hereto only. This Agreement shall not create any rights for third-party beneficiaries.

(f) This Agreement shall be governed and construed in accordance with the laws of Kenya IN WITNESS WHEREOF, the parties hereto have executed this Service Level Agreement as of the date first above written.