CONTRACT

Design of [G+4 Floors] Residential Building Project

BY & BETWEEN:
KARAKE JUDITH
And
Reference Contracting Ltd

Date: October 24th, 2022

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 Table of Contents
CONTRACT.............................................................................................................................................................1
Design of [G+4 Floors] Residential Building Project...............................................................................................1
1. Definitions......................................................................................................................................................4
1.1 “Agreement Price”.....................................................................................................................................4
1.2 “Commencement Date”.............................................................................................................................4
1.3 “Completion Date”.....................................................................................................................................4
1.4 “Days”........................................................................................................................................................4
1.5 “Terms of Payment”...................................................................................................................................4
1.6 “Time for Completion”...............................................................................................................................4
1.7 “The Agreement”.......................................................................................................................................5
1.8 “The Services”............................................................................................................................................5
2. Scope of Services............................................................................................................................................5
2.1 Second Party scope....................................................................................................................................5
2.2 Changes/Variations....................................................................................................................................5
3. Agreement Price and terms of payment........................................................................................................5
3.1 Delayed Payment.......................................................................................................................................6
4. Liabilities........................................................................................................................................................6
5. Indemnification..............................................................................................................................................6
5.1 Indemnification by the Parties...................................................................................................................6
5.2 Intellectual Property Rights........................................................................................................................6
6. Completion and Acceptance..........................................................................................................................7
7. Limitation of liability......................................................................................................................................7
8. Termination....................................................................................................................................................7
8.1 Termination of Contract by the First Party.................................................................................................7
8.2 Termination or suspension of Contract by Second Party...........................................................................7
9. Force Majeure................................................................................................................................................8
10. Subcontracts..............................................................................................................................................8
11. Entire Agreement.......................................................................................................................................8
12. Delay and Liquidated Damages for Delay...................................................................................................8
13. Notices.......................................................................................................................................................8
14. Compliance with Laws................................................................................................................................9
15. Adjudication of disputes.............................................................................................................................9
16. Contract Law and Language.......................................................................................................................9
17. Contract Copies..........................................................................................................................................9

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 CONTRACT
th
This Contract is signed on October 24 , 2022 by and between:

First Party: KARAKE JUDITH, a Rwandan national residing in Kigali, Gasabo, Kacyiru with ID No.: ……………………. -
Tin No. ………………………. (Hereinafter referred to as “Employer” or “First Party”)

Second Party: Reference Contracting LTD, a company incorporated under the laws of Rwanda with headquarters
at 6KN 16 Ave, Kiyovu, Kigali Rwanda Tin No.: 113486633 represented in this contract by Mr. Bassem
Bahaaeldin Elnemr in the capacity of General Manager (Hereinafter referred to as “Contractor” or “Designer” or
“Second Party”)

As the context may require, “First Party” and “Second Party” are hereinafter collectively referred to as “Parties” .

Preamble

Whereas, the Fist Party wants to Design [G+4 Floors] Residential Building Project (“The Project”);

Noting that the aforementioned work requires Design of [G+4 Floors] Residential Building Project according to
Law, codes and principles of workmanship;

Whereas, the Second Party is specialized in such work and has the expertise, labour, equipment and capacity
necessary to carry out these works, the Second Party has expressed its desire and acknowledged its eligibility and
competence to carry out these works;

Whereas, the Parties agreed that the Second Party will carry out the works of (Design [G+4 Floors] Residential
Building) according to Law, codes and principles of workmanship.

NOW THEREFORE, the Parties have acknowledged their legality to contract and agreed as follows: -

1. Definitions
1.1 “Agreement Price”
Means the price determined in this agreement and as per article 3: [Agreement price and payment terms]. The
Price of the Agreement for the satisfactory performance of the Agreement Services subject to all provisions of
the Agreement.
1.2 “Commencement Date”
Means the date of signing this agreement which is 00th of October 2022.
1.3 “Completion Date”
Means the date of completing the Agreement Services according to the Conditions of the Agreement.
1.4 “Days”
Means a calendar day.
1.5 “Terms of Payment”
Means the payment procedure agreed upon between the First Party and the Second Party as stipulated in article
3: [Agreement price and payment terms].
1.6 “Time for Completion”

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Means the time for completing the Services as specified in the Conditions of the Agreement.
1.7 “The Agreement”
Means the agreement entered into between the First Party and the Second Party, for the execution of the
Agreement Services, including all Appendices, annexes and conditions, as specified in the Agreement Conditions.
1.8 “The Services”
Means all activities to be done by the Second Party under the Agreement.

The headings and marginal notes in the Conditions of Contract shall not be taken into consideration in the
interpretation or construction of the Contract.

2. Scope of Services
2.1 Second Party scope
The Second party is to provide [G+4 Floors] Residential Building design services including, as detailed herein
below:

a) Phase I – Design Planning:

00000000000000000000000000000000000000000.
b) Phase II -Conceptual / Schematic Design Stage
• 000000000000000000000000000000000000.
c) Phase III – Design Development
• 00000000000000000000000000000000000000.
d) Phase IV – Tender Documents
After presentation to the Employer of the design development documents, we will update our drawings to
include comments for approval and proceed with the Bidding document package, which includes:

• Dimension plans.
• Furniture layouts.
• Electrical Plans.
• Floor Finish Plans.
• Reflected ceilings Plan.
• All Elevations, reflected ceilings details cross referencing, and all relevant details to support design.
• Finishes schedules.
• Finishes Specs & Bill of Quantities.
• Schedules describing the materials and furnishings, together with possible sources of supply
required. for the interior design These schedules can be used as a basis for the Employer’s purchases
and installation.
2.2 Changes/Variations
The cost of making any changes will be negotiated and agreed upon prior to proceeding with the required
changes.

3. Agreement Price and terms of payment

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Notwithstanding anything to the contrary elsewhere in this Agreement, the Agreement amount includes, all
taxes, fees, duties and social security owed by the Second Party in Rwanda pursuant to the performance of this
Agreement.

Amounts due to the Second Party shall be paid within 7 days of Second Party’s invoice.

The First Party agrees to pay the Second Party as full payment for all the services, and all other matters to be
performed or furnished by the Second Party under this Agreement as per this the Amount of 30,000,000 RWF
only (Thirty million Rwandan Franc) as per the following:

a) 20,000,000 RWF upon signature of the Agreement.

b) 10,000,000 RWF after 30 days from Time for Completion.
The amount stated in point (b) above will not be paid nor entitled to Second Party if the First Party awarded (the
execution and construction of the works that its designed made under this agreement) to the Second Party and
signed its contract between parties within 30 days after Time for Completion.
3.1 Delayed Payment
If the Second Party does not receive payment in accordance with Sub-Clause [Payment], the Second Party shall be
entitled to extension of time in addition to an amount of 0.3% per day of Payment delay from entitled payment.
The Second Party shall be entitled to this payment without formal notice or certification, and without prejudice
to any other right or remedy.

4. Liabilities
The Second Party guarantee that it will perform the Services in accordance with the standards of care and
diligence normally practiced by recognized engineering firms in performing services of a similar nature in
existence at the time of performance of the Services.

The Second Party shall employ the highest standards of care in the production of the Services. If the Second Party
becomes aware of a discrepancy or error regardless of the origin of error The Second Party shall immediately
notify The First Party’s representative.

The Second Party shall have the sole and the only responsibility and liability for the Services under the terms of
this agreement and the related deliverables correctness, accuracy coordination, codes and laws as well as
documents made available by First Party to Second Party.

5. Indemnification
5.1 Indemnification by the Parties
Each party shall indemnify, and hold harmless the other party from and against losses, damages, or expenses to
the extent such damages, or expenses are caused by willful misconduct, negligent acts, errors, omission,
inaccuracies, discrepancies, or damages resulting from failures to meet required Project requirements, standards,
codes, laws, or other requirements.

each party shall indemnify and hold the other party harmless from any and all liability and claims, including
attorney’s fees, for bodily injury to or death of any person and for damage to or destruction of property if and to
the extent caused by the negligence or willful misconduct of the other party.

5.2 Intellectual Property Rights

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The Second Party shall hold harmless and indemnify the First Party against any damages, loss, cost, liability,
excluding reasonable attorney’s fees, incurred by the Second Party as a result of any actions and/or claims
brought by third parties on the grounds that intellectual property (including without limitation, patents,
copyrights, trademarks, know‐how, designs) constitutes a breach or an infringement of their prior rights, unless
such breach or infringement is due to the use by the Second Party of any documents which have been provided
by the First Party.

The Second Party and its personnel shall be free to use and employ its and their general skills, know‐how and
expertise, and to use, disclose and employ any general ideas, concepts, know‐how, methods, techniques or skills
gained or learned during the course of the performance of Services, so long as it or they acquire and apply such
information without disclosing any confidential or proprietary information of the First Party and without any
unauthorized use or disclosure of Contract of Intellectual Properties.

6. Completion and Acceptance

The Second Party shall complete the Services of this agreement within ….. months from the Commencement
Date.

7. Limitation of liability

The total liability of the Second Party to the First Party under or in connection with the Contract, shall be limited
to 10% percent of the Contract Price.
This Sub-Clause shall not limit liability in any case of fraud, deliberate default or reckless misconduct by the
defaulting Party.

8. Termination
8.1 Termination of Contract by the First Party

Should The Second Party become insolvent or bankrupt, goes into liquidation, has a receiving or administration
order made against him, compounds with his creditors, or carries on business under a receiver, trustee or
manager for the benefit of his creditors, or if any act is done or event occurs which (under applicable Laws) has a
similar effect to any of these acts or events, or commit a substantial breach of this Agreement and fail to
commence to remedy such breach within (21) days after receipt of written demand by First Party and fail to
proceed diligently in remedying the same within reasonable time, First Party may terminate the Services. Upon
any such termination, The Second Party shall be compensated for all costs incurred and compensation earned
for Services that were performed in accordance with the provisions of the Services. First Party’s election to
terminate the Agreement under this article shall not prejudice any other rights of the First Party, under the
Agreement or otherwise.

8.2 Termination or suspension of Contract by Second Party

The Second Party may terminate or suspend this Contract if;

a. The First Party fails to pay the Second Party due amounts after 30 days of being entitled to these
amounts:
b. The Contract is terminated in consequence of a reason attributable or related to breach of this Contract
solely by the First Party; or
c. If the First Party becomes bankrupt or has a receiving order made against it or presents its own petition
in bankruptcy or makes an arrangement with or assignment in favor of its creditors or agrees to carry out the

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Services under a committee of inspection of its creditors.

Then the Second Party shall be entitled to payment -of:

i. the value of any of Contract Works; plus

ii. Loss of profit regarding the remaining Works; less
iii. Any deduction shall be made under Contract conditions.
9. Force Majeure
Neither Party to this Agreement shall be responsible for nor deemed to be in default under this Agreement on
account of any failure or delay in performance due to Force Majeure, which are causes beyond either Party’s
reasonable control including, the following:

a) States of strike, curfew, riot, revolution political strife, war or warlike operation.
b) Extraordinary natural events such as weather condition prohibiting work, typhoons,
earthquakes, fires, or floods.
c) Acts of government including requirements arising from any laws, rules, affected subsequently
to the effective date of this agreement and directly affecting the Agreement; as well as
impediments arising out of national and international foreign trade and customs
requirements/regulations or any embargoes or other sanctions.
d) In case of Force Majeure the Party that experiences a failure or delay as a result of Force
Majeure, shall promptly notify the other Party of such failure or delay along with reasonable
substantiation thereof, including if applicable, reasonably available evidence such as a
certification from an agency or agencies of the government.
Both Parties shall continue performance of the remaining obligations hereunder. The Party delayed shall use its
best reasonable efforts to avoid or remove the cause of the failure or delay and to minimize its effect as quickly
as possible. Notification shall be provided to the other Party promptly after the beginning date and ending date
of Force Majeure effects.

10. Subcontracts
The Second Party shall not subcontract the whole of the Services, nor shall subcontract any part of the Services
without the prior written consent of the First Party. Any such consent shall not relieve the Second Party from any
liability or obligation under this Agreement and the Second Party shall be responsible for the acts, defaults and
neglects of any of its sub consultants, including such sub consultants’ agents, servants or workmen as fully as if
they were the acts, defaults or neglects of The Second Party, its agents, servants or workmen.

11. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes any previous oral or
written representations, understandings, proposals, or communications between the Parties. This Agreement
may not be changed, modified, or amended except in writing signed by the Parties. In the event of any conflict
between this Agreement and any of the Agreement’s ANNEXs, the terms and provisions of this Agreement shall
control.

12. Delay and Liquidated Damages for Delay

For the Second Party’s failure to meet Time for completion (or any extensions thereof) being attributable to The
Second Party, The Second Party shall pay to The First Party as liquidated damages, the sum of one percent (1%)

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of the delayed part for every week, in meeting any of the milestone date. In any case, the total amount of
liquidated damages for delay shall not exceed ten percent (10%) of the Contract Sum.

13. Notices
Any notice or warning to be given to the First Party or to the Second Party shall be deemed correctly served
under the terms of the Contract if such notice or warning were served by sending the same by post as registered
mail or delivering the same by hand to the First Party’s and the Second Party’s respective addresses as stated at
the address given above. The parties declare that their address appearing the aforementioned is there only valid
address and that any correspondence sent to any other address shall not be deemed valid.
Either party to the Contract may change its nominated address by prior written notice to the others.

14. Compliance with Laws

The Second Party shall conform in all respects with the provisions of any Statute, Ordinance or Law and the
regulations or by laws of any local or other duly constituted authority and shall keep the First Party indemnified
against all penalties and liabilities of every kind for breach of any such Statute, Ordinance Law, and regulation or
by law.
The First Party shall have obtained (or shall obtain) the planning, zoning or similar permission for the Permanent
Works, and any other permissions; and the First Party shall indemnify and hold the Second Party harmless against
and from the consequences of any failure to do so; and
The Second Party shall give all notices, pay all taxes, duties and fees, and obtain all permits, licenses and
approvals, as required by the Laws in relation to this Contract; and the Second Party shall indemnify and hold the
First Party harmless against and from the consequences of any failure to do so.

15. Adjudication of disputes

If a dispute (of any kind whatsoever) arises between the First Party and Second Party in connection with, or
arising out of, the Contract or the execution of the Contract Works, then either Party may give a notice of this
dispute to the other Party (the 'Notice of Dispute').
The two parties must seek an amicable settlement for a period of 30 days. In the event of their being unable to
settle such dispute or difference between themselves within 30 days, either Party has the right to refer the
dispute to Rwandan courts that have jurisdiction to adjudicate the existing dispute.

16. Contract Law and Language

This Contract shall be governed by and interpreted in accordance with the laws of the Republic of Rwanda.
The ruling language and the language for communications under the Contract shall be English Language.

17. Contract Copies

This contract is released from two original copies signed by the parties with each party a copy to work on if
necessary.

The first party: The second party:

Company
Name/ KARAKE JUDITH Name/ Reference Contracting Ltd
Signature/ Signature/

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