Terms and Conditions

1. Purpose. The purpose of this Agreement is to define the duties and responsibilities of Baraza Media Lab and the Business Partner.
2. Term. This Agreement shall commence on the date of execution and continue in full force until the expiry of membership (the “Term”) in 1yr.
3. Brands. Each party is the sole owner of its own rights, title and interest to all information, including its trademarks, service marks, trade names, logos, business names and slogans (“Brands”). Subject to the terms and conditions of this Agreement and any other written guidelines provided by the other party from time to time, each party hereby grants the other party a non-exclusive, non-sublicensable, non-transferable, revocable right and license to use its Brands for purposes of identification of the partnership between Baraza Media Lab and the Business Partner. All goodwill that accrues from the use of the Brands shall inure to the benefit of the owner. Upon termination or expiration of this Agreement, all rights and privileges for use of the Brands shall expire, and each party shall discontinue the use of such Brands.
4. Rotating Membership. The Business Partner may re-designate its appointees from time to time by informing Baraza Media Lab. Each Individual Member will be required to accept the terms and conditions for Baraza Media Lab Individual Members. You also agree to be bound by the membership terms and conditions set out in: Terms & Conditions
5. Costs of Events. Baraza Media Lab shall provide the venue, staging and technical presentation equipment (as available) for the events held in the Baraza Media Lab Lounge or Baraza Media Lab’s other international locations. All other costs regarding the events shall be borne by the Business Partner, including but not limited to insurance, event management, food and beverage, content creation, marketing collaterals, branding etc..
6. Termination. Either party may terminate this Agreement for cause: (a) upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; (b) if a party engages in any unlawful business practice related to such party’s performance under the Agreement; or (c) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
7. Indemnification. Each party shall indemnify and hold harmless the other party and its respective associated companies, directors, partners, employees, representatives, agents, attorneys, auditors and advisors from and against any loss, expense, damage or liabilities (or actions that may be asserted by any third party) that may result from any third party claims arising out of or in connection with its own fraud, negligence, willful default or breach of this Agreement.
8. Limitation of Liability. In no event shall either party be liable to the other party for any incidental, consequential, indirect, or punitive damages (including but not limited to lost profits) regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise and even if advised of the possibility of such damages. The aggregate liability arising out of this Agreement, whether in contract, tort (including negligence) or otherwise will not exceed the amount of cash contribution provided by the Business Partner during the term of the Agreement.
9. Confidentiality. Confidential information is any proprietary commercial, technical information (whether in written or electronic form or verbally conveyed), all information that is marked as such and all other information which a reasonable person would consider to be confidential. It shall include, but is not limited to, information regarding the organization, its operations, programs, activities, financial condition, and membership or customer lists (“Confidential Information”). During the Term, each party shall use and reproduce the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purposes. Each party shall restrict disclosure of the other party’s Confidential Information to its employees and agents with a reasonable need to know such Confidential Information, and shall not disclose the other party’s Confidential Information to any third party without the prior written consent of the other party.
10. Warranties. Each party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement and the performance of its obligations, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder. The provisions of this Section shall survive termination of this Agreement.
11. Force Majeure; Substantial Damage. Each party shall be excused from performance of their obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law, acts of God, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of such party. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.
12. Assignment. Neither party may, without the prior written consent of the other party, assign any of the rights or obligations of such party under this Agreement. This Agreement shall be binding on and shall inure for the benefit of each party’s successors, assigns and personal representatives.
13. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; or (c) by certified or registered mail, return receipt requested, upon verification of receipt. Notices shall be sent to the addresses provided above, and any notices sent to Baraza Media Lab shall be sent to the attention of Christine Mungai (Curator). Either party may designate a different address by providing written notice to the other party.
14. Governing Law; Venue. This Agreement shall be governed by the laws of the Republic of Kenya, and each party irrevocably consents and submits to the exclusive personal jurisdiction of the courts located in Kenya for any matter arising out of or relating to this Agreement.
15. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
16. Relationship of the Parties. The parties will perform hereunder as independent contractors. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent between the parties.
17. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter hereof. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorised representative of each party.
18. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement.