MANAGEMENT CONSULTING AGREEMENT

chirchir SAAS (the “Consultant”) and [legal name of client company, address, and applicable registration number] (the “Client”) have today entered into the following agreement (the “Agreement”).

ENGAGEMENT

By this Agreement, the Client engages the Consultant to provide consultancy services (the “Services”) in the project entitled

[name of project]. The scope and details of the consultancy services are set out in the attached proposal (the “Proposal”).

THE CONSULTANT’S OBLIGATIONS

Duties of the Consultant

The Consultant shall deliver the Services set out in the Proposal in accordance with this Agreement. The Consultant shall exercise reasonable skill and diligence in the performance of the Services and observe recognized principles of professional ethics and respect the laws and customs in the country where the Services are rendered.

Each Proposal shall be deemed to constitute a separate work project under this Agreement. No modification may be made to any Proposal without written consent of the parties.

Rendering of the Services

The Consultant may supply written advice or confirm oral advice in writing or deliver a final written report or make an oral presentation on completion of the Services. Prior to completion of the Services the Consultant may supply oral, draft, and interim advice in reports or presentations but the Consultant’s written advice or final written report shall take precedence. The Client shall place no reliance on any draft or interim advice or report or oral presentation.

All deliverables produced by the Consultant as a result of the Services such as any software code (whether source or compiled), processes, documentation, records, training materials, specifications, plans, drafts, reports and data will be referred in this Agreement as “Work Product”. The Consultant has no obligation to update the Work Product, for events taking place after the Work Product has been issued in final form.

Any Work Product delivered to the Client shall be for the benefit of the Client only, and it shall not be copied, referred to or disclosed, in whole or in part (except for Client´s or its affiliates’ internal business purpose for which the Services were initially commissioned), to a third party without the prior written consent of the Consultant (which may be withheld in the Consultant’s sole and absolute discretion).

Notwithstanding the foregoing, the Client may disclose the Work Product to its professional advisors who are bound by the non-disclosure obligations herein on a confidential and non-reliance basis.

If the Client discloses the Work Product to a third party, Client agrees to indemnify and hold the Consultant harmless from any liability, claim, damage, loss, or obligation or expense of any nature (including reasonable attorneys’ fees) relating to a claim or suit by a third party against the Consultant, arising in connection with the use of or reliance on the Work Product by such third party.

The Consultant will not be liable for any modifications or any use of the Work Product, in whole or in part, other than as agreed in this Agreement or separately in writing with the Consultant.

Notwithstanding anything in this Agreement to the contrary, the Client understands and agrees that the Consultant does not allow and will not consent to the use of, disclosure of or reference to the Consultant, any of the Services, all or any part of the Work Product in connection with (i) any public securities offering in any jurisdiction, (ii) any public securities market in any jurisdiction (including, without limitation, in any report filed with any securities market or securities regulator or in any press release or in any document accessible generally by the holders or prospective holders of any security traded on any public securities market), or (iii) any offer or sale of, or trade in, securities in the United States or Canada (whether public or private, and whether or not exempt from registration in the United States or from prospectus requirements in Canada), including but not limited to any transaction involving the purchase of foreign securities by an entity established in the United States and Canada.

No advice, opinion, statement of expectation, forecast or recommendation supplied by the Consultant as a part of the Services shall be deemed to constitute a representation or warranty with regard to future events and circumstances.

Professional Team

Where the Consultant has named in the Proposal or otherwise the individuals in the team rendering the Services (the “Professional Team”), the Consultant shall use its reasonable efforts to cause the same individuals to actually render the Services. The Consultant may, however, upon notice to the Client substitute the individuals with others of substantially similar skills. Notwithstanding the foregoing, the Professional Team named in the Proposal or otherwise is subject to change until this Agreement has been duly signed.

Ownership of Intellectual Property; Rights to Work Product

The Consultant shall retain sole and exclusive ownership of and all intellectual property rights (including but not limited to copyright) in all (a) know-how, computer software, computer programs, drafts, documents, information, material, inventions, patents or designs owned by the Consultant which the Consultant may use to provide the Services, and (b) the Work Product. The Client shall have a non-transferrable, nonexclusive, royalty-free and perpetual license to use any and all Work Product developed pursuant to this Agreement for its internal business purpose for which the Services were initially commissioned, which shall include use by the Client and its affiliates, provided that such use is in compliance with this Agreement. The Client shall retain sole and exclusive ownership of all know-how, computer software, computer programs, drafts, documents, inventions, copyrights, patents or designs owned by the Client which the Consultant may use to provide the Services (“Client Intellectual Property”); provided, however, the Consultant shall have a non-exclusive, royalty-free and perpetual license to use any and all Client Intellectual Property in the Work Product.

REMUNERATION

The Proposal by the Consultant to the Client shall specify whether the time based remuneration as defined in Section 3.1 or the fixed price remuneration as defined in Section 3.2 hereinunder shall apply.

Time Based Remuneration

The Consultant charges for the Services a professional fee based on man-days consumed, plus expenses for travel and other direct non-salary expenses and administration as provided in Section 3.3 unless otherwise agreed upon. The fee is calculated in accordance with the current service rates of the Consultant in effect during the execution of the Services for the various categories of personnel used by the Consultant. Additionally, special services (legal consultation, reports, expert's opinion, and similar) and services of very short duration are charged at special rates quoted separately for each case.

Fixed Price Remuneration

The Consultant charges a fixed fee for the Services as specified in the Proposal. Additionally the Consultant charges for travel and other direct non-salary expenses and administration as provided in Section 3.3 unless otherwise agreed upon. If the scope of the Services is altered or the performance delayed by reasons not attributable to the Consultant, the Consultant has the right to charge the Client for such additional services or time consumption at the current rates of the Consultant.

Expenses

The Consultant charges for travel, other direct non-salary expenses and data access at cost including administration as defined below:

Direct expenses for air, ground and sea transportation, taxi, rental car, use of personal or company car and all other travel expenses directly arising out of, or caused by the Services;

Subsistence: direct expenses for hotel or other accommodation including breakfast, plus a fixed per diem allowance;

All other expenses directly related to the Services, present or future, including but not limited to licenses and permits, official inspections, reports, data acquisition, project administration, expenses for meeting legal requirements and regulations and other similar dues, unless met directly by the Client.

Payment terms

Invoices are issued by the Consultant monthly or as specifically agreed according to a payment schedule approved by the Client and the Consultant. The invoiced amount shall be paid in cleared funds such that it shall be available in the bank account of the Consultant within fourteen (14) days from date of invoice, in the currency prescribed, without any deduction of transfer or other charges. The interest on overdue payments shall be the reference rate of interest confirmed by the Central Bank of the Consultant’s home country plus ten percentage units .The Client shall reimburse the Consultant for all costs incurred by the Consultant in collecting any overdue payments or related interests, including, without limitation, attorney’s fees, court costs and collection agency fees. Notwithstanding the terms of Section 5.13 of this Agreement, the Consultant may institute proceedings to seek judgment for late payment in any court of competent jurisdiction.

All fees and expenses given by the Consultant are exclusive of any kind of direct or indirect taxes, withholdings, duties, bank charges or other similar applicable dues. Any such tax, withholdings, charges and dues shall be reimbursed by the Client in addition to the fees and expenses payable to the Consultant pursuant to this Agreement. Where the Client is required by law or regulation to levy withholding taxes on payments made to the Consultant pursuant to this Agreement, the Client shall provide the Consultant an appropriate certificate of the paid and withheld taxes enabling the Consultant to claim such taxes or dues. The certificate is to be provided within 60 days of the payment of the payable from which the taxes are levied. If the Consultant is unable to claim credit due to Client’s delay or omission in providing such certificate or deficiencies in such certificate, then the Client shall reimburse the previously withheld taxes to the Consultant on written and substantiated demand. Both parties agree to co-operate in good faith in resolving all items and issues regarding withholding taxes, including but not limited to the co-operation and communication with tax authorities on behalf of other party in case of wrongly levied withholding taxes and co-operation in providing any tax forms or information to tax authorities.

LIABILITY

Warranty; Claims

The Consultant shall perform the Services in accordance with the standards of skill, care and diligence generally practiced by members of the management consultancy profession currently operating in the country where the Services are rendered under similar conditions. In the event that the Consultant makes a mistake or error in the provision of the Services and, provided that the Consultant gets notice of such error or mistake no later than six months after the date of acceptance or deemed acceptance of the Services as set out in Section 5.1 , the Consultant shall, at its sole discretion either (a) exert commercially reasonably efforts to take such appropriate action within the original scope of the Services to correct the mistake or error, at no expense to the Client, or (b) upon submission by the Client of documented direct damages resulting directly from the Consultant's mistake or error, compensate the Client for such damages directly caused by the Consultant's mistake or error..

SUBJECT TO SECTION 4.4, EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4.1, NO EXPRESS OR IMPLIED WARRANTIES ARE MADE WITH RESPECT TO THE SERVICES TO BE SUPPLIED BY THE CONSULTANT HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE REMEDY DESCRIBED IN SECTION 4.1 SHALL BE THE CONSULTANT'S SOLE OBLIGATION AND THE CLIENT'S EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF THE CONSULTANT'S WARRANTIES UNDER THIS SECTION 4.1.

Limitation of Liability

Notwithstanding any provision contained herein, but subject to Section 4.4, in no event shall the Consultant have any liability under or in relation to this Agreement (including any breach thereof) or Services for any indirect or consequential damages of any nature whatsoever such as but not limited to damages arising out of or pertaining to loss of use of property, loss of profits or other revenue, interest, loss of product, increased expenses or business interruption, however the same may be caused. Furthermore, the Consultant has no liability for damages which are caused by reasons or circumstances not attributable to the Consultant or which are beyond the reasonable control of the Consultant. The Consultant’s total aggregate liability under or in relation to this Agreement (including any breach thereof) or the Services shall in no case exceed (a) the amount of the total fee (exclusive of direct expenses) paid to the Consultant for the Services if the total value of the Agreement is less than 500 000 euros; or (b) 500 000 euros plus ten percent (10%) of such part of the total fee (exclusive of direct expenses) paid to Consultant that exceeds 500 000 euros if the total value of the Agreement is 500 000 euros or more. The liability of the Consultant under or in relation to this Agreement or Services shall in all cases expire upon such date falling six months after the date of completion of the Services or such date falling twelve months after the date of this Agreement, whichever is earlier. All claims to the Consultant shall be presented immediately upon detection, however before the expiry of the liability period.

The Consultant shall indemnify and hold the Client, its employees and directors harmless from any claim, expense, loss or damage including reasonable attorney's fees, incurred by the Client which result from any claim by third parties that the Work Product infringes the third party's patent, trademark or copyright provided such alleged infringement does not result from either (a) the Client's modification of the Work Product or (b) the Client's use of the Work Product for other purposes than defined in this Agreement or in combination with any software, hardware or data not provided by or approved by the Consultant. The Consultant shall have no obligations under this paragraph to the Client unless (i) the Client promptly notifies the Consultant in writing of any suits, claims or demands against the Client for which the Consultant is responsible, (ii) the Client gives the Consultant full opportunity and authority to assume the sole defense of and settle such suits and (iii) the Client furnishes to the Consultant upon request all information and assistance available to the Client for defense against such suit, claim or demand.

Insurance

To cover the Consultant’s liability with respect to the activities under this Agreement the Consultant shall keep in effect a general professional indemnity insurance for consulting undertakings. Upon request by the Client, a copy of an insurance certificate evidencing such insurance shall be made available to the Client.

Exceptions

Nothing in this Agreement limits or excludes any liability (i) for death or personal injury resulting from a party's negligence;

(ii) for fraud or fraudulent misrepresentation by a party; (iii) for any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or (iv) to the extent which it cannot be lawfully limited or excluded.

Waiver

The Client expressly agrees that any recourse with respect to the subject matter of this Agreement will be solely against the Consultant and subject to the terms of this Agreement. Accordingly, the Client acknowledges and agrees that the Consultant’s employees, directors, officers, subcontractors and sub-consultants shall have no personal liability to the Client, and the Client will not bring any action, or any legal, mediation or arbitration proceedings against such employees, directors, officers, subcontractors or sub-consultants in their personal capacity, in respect of any claim relating to or arising out of the subject matter of this Agreement, whether in contract, tort and/or any other cause of action.

MISCELLANEOUS

Completion

After delivery of the Work Product, the Client will have ten (10) days to inform the Consultant in writing of any defects in the Services for which he considers the Consultant to be responsible under the Agreement. As soon as any such defects are corrected, or as soon as the ten (10) day period for such notice has expired if the Client has not informed the Consultant of any such defects within the period, the Client shall accept the Services in writing or they shall be deemed accepted.

Confidentiality

During the term of this Agreement and two (2) years thereafter the Consultant undertakes to keep confidential sensitive information relating to the Client’s business or affairs where such information has been identified as confidential by the Client (“Confidential Information”).

The Consultant shall not make use of such Confidential Information for purposes outside the scope of the Services without the prior written consent by the Client. The provisions of this Section 5.2shall not apply to information that; (a) is or becomes public knowledge otherwise than through the Consultant’s breach of this confidentiality undertaking; or (b) was obtained by the Consultant from a third party having no obligation of confidentiality with respect to such information; or (c) can be shown to be known by the Consultant by written records made prior to disclosure by the Client; or (d) in such circumstances where a competent court or law requires disclosure of Confidential Information.

Conflict of Interests

The Professional Team rendering the Services shall not be required, expected or deemed to have knowledge of any information known to their colleagues within the Consultant’s organization, which is not known to them personally, or required to obtain such information. The Professional Team shall not be required to make use of or to disclose any information whether known to them or to their colleagues, which is confidential to another client. There are and shall continue to be mechanisms operating within the Consultant’s organization designated to facilitate the protection of each client’s interests through the use of one or several of the following measures: separate professional teams, geographical separation, operational independence, separate computer servers and mail systems.

The Consultant may be approached to advise another party or parties who are in dispute with the Client, or to advise or represent interests of a party whose interests are opposed to or competing with the Client’s interests. The Consultant and the Client undertake to promptly inform each other should there be a risk of competing engagements. The Consultant shall not permit any member of the Professional Team to accept an engagement resulting in a simultaneously pending competing engagement.

The Client’s Duty to Assist

In order to permit the Consultant to perform the Services in accordance with the Proposal and without inconvenience, the Client shall timely perform its obligations set forth herein and in the Proposal, including, but not limited to supplying the Consultant with all information, assistance and access to the Client staff, documentation, hardware and software in the Client’s possession, custody or under the Client’s control having a bearing on the Services. The Client shall inform the Consultant of any information or developments which may come to the Client’s notice and which may have a bearing on the Services.

Independent Contractors

The Consultant agrees that it will be providing Services as an independent contractor and any employees of the Consultant involved in providing the Services shall remain only employed with the Consultant and not with the Client.

No Recruitment

The parties undertake not to enter into an employment agreement or other agreement regarding regular provision of services with any member of the other party’s professional team working in connection with the performance of the Services. This no recruitment obligation shall remain in force during the performance of the Services as well as for a period of six (6) months from the time of completion of the Services agreed upon herein or for a period of six (6) months from the time when a person ceased to be a member of the professional team, whichever is the earlier. Should a party enter into an employment or similar agreement with a member of the other party’s professional team, then the breaching party shall pay the other party a compensation equal to six (6) times the monthly gross salary of such member of the professional team. The foregoing shall not apply to members of the parties’ professional team employed as a result of generalized searches for employees by use of advertisements in the media which are not targeted to the employees of the other party unless such searches are undertaken to circumvent the restrictions contained in or to conceal a violation of this Section 5.6.

Subcontracting

The Consultant shall be entitled to subcontract or to consult third parties for specialist tasks whenever the Consultant considers it appropriate. The liability of the Consultant to the Client shall, however, not be diminished, except in cases where the persons executing such work are liable by law.

Assignment

Subject to Section 5.7, neither party may assign or transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of the other party, provided that the Consultant shall be entitled to assign or transfer all or any of its rights (but not its obligations) under this Agreement to receive payment of any sum of money to any third party without having to obtain the consent of the Client.

Entire Agreement

This Agreement with enclosures contains the entire agreement between the parties and supersedes all other understandings and negotiations, whether oral, written or implied, set forth with respect to the subject matter of this Agreement.

Each party acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it.

Nothing in this Section 5.9 excludes any liability for fraudulent misrepresentations.

Severability

If any term of condition contained herein is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable, the remainder of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Force Majeure

No delay in or failure of performance by either party, other than payment of money, shall constitute default hereunder if and to the extent such delay or failure is caused by any force majeure occurrence beyond the reasonable control of the party otherwise required to perform and which by the exercise of reasonable diligence by said party could not have been prevented. Such force majeure events are, but not limited to, the following: fire, earthquake, lightning and other Acts-of- God, as well as industrial disputes, acts of terrorism, strikes, sabotage, epidemics, war, riot, mobilization and similar frustrations. In such circumstances, the party affected by force majeure shall have a duty to inform the other party within a reasonable period, not exceeding seven business days, from the date that force majeure is claimed.

Suspension and Termination

Each of parties may terminate this Agreement or suspend its operation by giving 20 days’ prior notice in writing to the other party in case the other party is in material breach to this Agreement and has not remedied it for 10 days after notification thereof. Any termination of this Agreement shall be without prejudice to the rights of either party, which may have accrued up to the date of the termination.

Dispute Resolution

All claims, disputes, controversies and causes of action relating to or arising out of this Agreement, including any question regarding its existence, validity or termination, ("Dispute") shall be governed by the dispute resolution provisions of this Section 5.13.

The Consultant and the Client mutually agree first to try in good faith to settle the Dispute. Either party may initiate the negotiation process by written notice to the other, identifying the Dispute and the desire for negotiation. If the parties have

not resolved the Dispute by direct negotiations within 60 days of such notice, either party may initiate arbitration as herein provided. In such case, the Dispute, shall be referred to and finally resolved by arbitration under the Rules of the LCIA, which Rules are deemed to be incorporated by reference to this Section 5.13. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitration shall be English.

Governing Law

This Agreement shall be governed by and interpreted in accordance with the substantive laws of England excluding its conflict of law rules.

Third party rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Agreement is executed in two original counterparts, one being retained by each party hereto.

[place and date]

[name of client company]

[name of authorized signatory]

[place and date]

[name of advisor]

[advisor's address]