MEMORANDUM OF UNDERSTANDING (MOU)

This Memorandum of Understanding ("MOU") is made and entered into as of 3rd Day of June, in the
Year of Our lord 2024, hereinafter referred to as the "Effective Date," by and between:

DIAMOND CONSULTANCY, a subsidiary of DIAMOND GROUP OF COMPANIES under the

Leadership of the Mr. Mohamed Isa in the Capacity of The Founder and Chairman, a reputable entity
known for its commitment to excellence and integrity in the provision of legal and corporate services,
with its principal place of business situated at Tiko-Douala road, Southwest region, Republic of
Cameroon, represented herein by Mr. Mohamed Isa, an individual duly authorized to act on behalf of
DIAMOND CONSULTANCY in matters pertaining to this MOU, in his capacity as The Chairperson
and Managing Director, hereinafter referred to as "DIAMOND CONSULTANCY",

AND

KIPTAPKEI ENVIRONMENTAL CBO, a distinguished organization dedicated to environmental

preservation and community development, legally established under the laws of the Republic of Kenya,
with its headquarters located at Kapsabet, Republic of Kenya, , represented herein by Mr. Joel
Malakwen Mengich, an individual duly authorized to act on behalf of KIPTAPKEI
ENVIRONMENTAL CBO in matters pertaining to this MOU, in his capacity as Founder and
Chairman, hereinafter referred to as "KIPTAPKEI ENVIRONMENTAL CBO".

DIAMOND CONSULTANCY and KIPTAPKEI ENVIRONMENTAL CBO, collectively referred to

herein as the "Parties" and individually as a "Party," hereby acknowledge and affirm their mutual desire
to formalize their collaborative efforts through this MOU to achieve shared goals related to
environmental conservation, community development, and sustainable business practices.

The Parties recognize the importance of establishing a clear and comprehensive framework to guide their
collaborative endeavours, thereby fostering synergy and maximizing the positive impact of their
combined efforts on society and the environment.

In consideration of the foregoing premises and the mutual covenants set forth herein, the Parties hereby
agree as follows:

PREAMBLE:

This Memorandum of Understanding ("MOU") is entered into on 3 rd of June 2024 by and between
DIAMOND CONSULTANCY, a subsidiary of DIAMOND GROUP OF COMPANIES, hereinafter
referred to as "DIAMOND CONSULTANCY," and KIPTAPKEI ENVIRONMENTAL CBO,
hereinafter referred to as "KIPTAPKEI ENVIRONMENTAL CBO."

WHEREAS; both DIAMOND CONSULTANCY and KIPTAPKEI ENVIRONMENTAL CBO

recognize the critical importance of environmental conservation, community development, and

sustainable business practices in fostering long-term social, economic, and environmental well-being.

WHEREAS; DIAMOND CONSULTANCY and KIPTAPKEI ENVIRONMENTAL CBO, being driven

by a shared commitment to environmental stewardship and community empowerment, seek to harness
their respective strengths and resources to collaboratively address pressing environmental challenges and
promote positive social impact;

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WHEREAS; the Parties acknowledge the potential synergies and mutual benefits that can be derived
from a strategic collaboration aimed at leveraging expertise, resources, and networks to implement
impactful initiatives that contribute to the preservation of natural ecosystems, enhancement of
community resilience, and promotion of sustainable livelihoods;

WHEREAS; DIAMOND CONSULTANCY, with its expertise in consultancy services, regulatory

compliance, and sustainable business practices, is well-positioned to provide valuable guidance and
support to KIPTAPKEI ENVIRONMENTAL CBO in advancing its environmental conservation and
community development objectives;

WHEREAS; KIPTAPKEI ENVIRONMENTAL CBO, with its grassroots connections, local expertise,
and deep understanding of community needs, offers invaluable insights and resources that can enhance
the effectiveness and sustainability of collaborative initiatives undertaken with DIAMOND
CONSULTANCY;

WHEREAS; by formalizing their partnership through this MOU, DIAMOND CONSULTANCY and
KIPTAPKEI ENVIRONMENTAL CBO aim to establish a framework for cooperation, coordination, and
mutual support that will enable them to achieve shared goals, maximize positive impacts, and create
lasting value for the environment and communities they serve.

NOW, THEREFORE; in consideration of the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:

DEFINITION OF TERMS:

For, the purpose of clarity and mutual understanding, the following terms shall have the meanings
ascribed to them below within the context of this MEMORANDUM OF UNDERSTANDING
("MOU"):

Parties: The term "PARTIES" shall collectively refer to DIAMOND CONSULTANCY, a subsidiary of
DIAMOND GROUP OF COMPANIES, and KIPTAPKEI ENVIRONMENTAL CBO, who are the
signatories to this MOU and are entering into this agreement.

MOU: The term "MOU" shall specifically denote this Memorandum of Understanding, inclusive of any
annexes, schedules, or attachments appended hereto, and entered into by and between the Parties to
regulate their collaboration.

Environmental Conservation: "Environmental Conservation" encompasses a broad range of

activities aimed at preserving, safeguarding, and rehabilitating natural ecosystems, biodiversity, and
ecological resources. This includes but is not limited to reforestation, habitat restoration, and sustainable
land management practices.

Community Development: "Community Development" refers to a comprehensive set of initiatives

and programs designed to enhance the social, economic, and cultural well-being of local communities,
particularly those situated in rural or marginalized areas. Such endeavours may include infrastructure
development, skills training, and healthcare services.

Sustainable Business Practices: "Sustainable Business Practices" encompass a set of principles,

policies, and actions adopted by organizations to minimize adverse environmental impacts, promote

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ethical conduct, and ensure long-term profitability and resilience. These practices may encompass
aspects such as waste reduction, renewable energy adoption, and fair labour practices.

Collaborative Initiatives: "Collaborative Initiatives" encompass joint endeavours, projects, and

activities undertaken by the Parties in alignment with the objectives outlined in this MOU. These
initiatives may include but are not limited to joint research projects, community outreach programs, and
advocacy campaigns.

Stakeholders: "Stakeholders" include individuals, groups, organizations, or entities that have a vested
interest in or may be impacted by the outcomes of the collaboration between the Parties. This may
include local communities, government agencies, non-governmental organizations, and other relevant
stakeholders.

Capacity-Building: "Capacity-Building" refers to deliberate efforts aimed at enhancing the

knowledge, skills, and capabilities of individuals or groups to effectively address environmental and
socio-economic challenges. This may include training programs, educational workshops, and knowledge-
sharing initiatives.

Good Faith: The term "Good Faith" signifies the genuine intention and honest conduct of the Parties
in their dealings with each other, as well as in the fulfilment of their obligations under this MOU. It
implies trust, fairness, and sincerity in all interactions and transactions.

Termination: "Termination" signifies the conclusion or cessation of the collaboration between the
Parties, as provided for in the termination clause of this MOU. It may occur due to various reasons,
including completion of objectives, mutual agreement, or breach of terms.

Jurisdiction: "Jurisdiction" refers to the legal authority or jurisdiction governing any disputes arising
from or related to this MOU. It specifies the applicable laws and courts that have the authority to
adjudicate such disputes, as specified in the governing law clause herein.

Force Majeure: "Force Majeure" encompasses unforeseen circumstances or events beyond the
reasonable control of the Parties that may prevent or delay the fulfilment of their obligations under this
MOU. Such events may include natural disasters, acts of terrorism, war, or governmental actions, as
detailed in the force majeure clause of this MOU.

INTERPRETATION OF TERMS OF THIS MEMORANDUM OF UNDERSTANDING (MOU):

CONSISTENCY: It is understood that unless the context otherwise requires, words denoting the
singular number shall also encompass the plural form, and vice versa. Similarly, words indicating a
particular gender shall encompass all genders, ensuring inclusivity and clarity in the interpretation of this
MOU.

DEFINITIONS: For the purposes of this MOU, all terms defined herein shall bear the meanings
ascribed to them within the text. Furthermore, any references made to statutes, laws, regulations, or other
legal instruments shall be construed to encompass such statutes, laws, regulations, or instruments as
amended or re-enacted from time to time, ensuring applicability and relevance to evolving legal
frameworks.

CONSTRUCTION: The headings and subheadings utilized throughout this MOU are included for
convenience and organizational purposes only. It is expressly understood that such headings shall not

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influence the construction or interpretation of any provision contained herein, ensuring that the
substantive content prevails over stylistic formatting.

INTERPRETATION: In the event of any ambiguity or uncertainty regarding the interpretation of any
provision of this MOU, it is agreed that no provision shall be construed against or interpreted to the
disadvantage of any Party solely by virtue of that Party or its legal representative having drafted the
provision. This principle ensures equitable and impartial interpretation, fostering mutual understanding
and cooperation between the Parties.

ENTIRE AGREEMENT: It is hereby acknowledged and agreed that this MOU constitutes the entirety
of the agreement between the Parties concerning the subject matter herein.

Consequently, this MOU supersedes all prior agreements, understandings, negotiations, and discussions,
whether oral or written, between the Parties, thereby providing a comprehensive and definitive
framework for their collaboration.

BACKGROUND:

DIAMOND CONSULTANCY, a subsidiary of Diamond Group of Companies, led by the visionary

guidance of Mr. Mohamed Isa, has established itself as a prominent entity in the realm of consultancy
services, regulatory compliance, and sustainable business practices. With a rich legacy of excellence and
a steadfast commitment to integrity, DIAMOND CONSULTANCY embodies a culture of innovation and
social responsibility, striving to make meaningful contributions to environmental conservation and
community development.

Similarly, KIPTAPKEI ENVIRONMENTAL CBO, founded by Mr. Joel Malakwen Mengich, stands as a
beacon of environmental stewardship and grassroots activism in the heart of Kapsabet, Kenya. Rooted in
the collective vision of the KIPTAPKEI people, the organization is driven by a deep-seated commitment
to preserving indigenous ecosystems, restoring vital habitats, and fostering sustainable livelihoods for
local communities.

The founders of DIAMOND CONSULTANCY and KIPTAPKEI ENVIRONMENTAL CBO, Mr.

Mohamed Isa and Mr. Joel Malakwen Mengich, respectively, embody the spirit of visionary leadership
and unwavering dedication to positive social impact. Their shared values and commitment to
environmental sustainability have served as the cornerstone of their organizations' missions, inspiring
employees, stakeholders, and community members alike to strive for excellence and pursue meaningful
change.

Recognizing the potential synergies and mutual benefits that can be derived from a strategic partnership,
DIAMOND CONSULTANCY and KIPTAPKEI ENVIRONMENTAL CBO have embarked on
discussions to formalize their collaboration through this Memorandum of Understanding (MOU). By
joining forces, the Parties aim to leverage their collective expertise, resources, and networks to
implement impactful initiatives that address pressing environmental challenges, promote community
resilience, and create lasting value for future generations.

Through this MOU, DIAMOND CONSULTANCY and KIPTAPKEI ENVIRONMENTAL CBO seek to
build upon the foundation of trust, mutual respect, and shared vision established by their founders. By
formalizing their collaboration, the Parties aspire to forge a pathway towards greater collaboration,
innovation, and collective action, ultimately contributing to the advancement of environmental
sustainability and community well-being on a local, regional, and global scale.

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PURPOSE AND SCOPE OF AGREEMENT:

The purpose of this Memorandum of Understanding ("MOU") is to establish a comprehensive framework

governing the collaborative partnership between DIAMOND CONSULTANCY, a subsidiary of Diamond
Group of Companies, and KIPTAPKEI ENVIRONMENTAL CBO("KIPTAPKEI ENVIRONMENTAL
CBO"). This agreement sets forth the terms, conditions, and mutual obligations that shall guide the
Parties in their joint efforts to promote environmental conservation, community development, and
sustainable business practices.

Environmental Conservation Initiatives: The Parties recognize the urgent need to address
environmental degradation, biodiversity loss, and climate change through concerted action and
collaborative efforts. As such, the scope of this agreement encompasses a wide array of environmental
conservation initiatives aimed at safeguarding natural ecosystems, protecting endangered species, and
mitigating the adverse impacts of human activities on the environment. These initiatives may include, but
are not limited to:

1. Reforestation and afforestation projects to restore degraded landscapes, enhance carbon

sequestration, and promote ecosystem resilience.
2. Habitat restoration efforts to rehabilitate critical habitats, such as riparian zones, wetlands, and
mangrove forests, to support native flora and fauna.
3. Wildlife conservation programs focused on the protection of endangered species, including the
Vervet Monkey and other indigenous wildlife species, through habitat conservation, anti-
poaching measures, and community-based conservation initiatives.
4. Sustainable land management practices aimed at preventing soil erosion, improving soil fertility,
and promoting sustainable agricultural practices that enhance food security and livelihood
resilience.

Community Development Projects: In addition to environmental conservation initiatives, the Parties

are committed to fostering inclusive and sustainable community development in the regions served by
their respective organizations. Recognizing the interconnectedness of environmental health and human
well-being, the scope of this agreement includes a range of community development projects designed to
empower local communities, enhance livelihood opportunities, and improve quality of life. These
projects may encompass:

1. Socio-economic development initiatives aimed at promoting income-generating activities,

entrepreneurship, and job creation opportunities for marginalized communities, including
women, youth, and indigenous populations.
2. Capacity-building programs focused on enhancing the skills, knowledge, and capacities of
community members in areas such as sustainable agriculture, renewable energy
technologies, eco-tourism, and natural resource management.
3. Infrastructure development projects aimed at improving access to essential services,
including clean water, sanitation facilities, healthcare services, education, and transportation
infrastructure, to support community health and well-being.
4. Social welfare programs aimed at addressing key social issues, such as poverty alleviation,
gender equality, social inclusion, and empowerment of vulnerable groups, through targeted
interventions and community-driven initiatives.

Sustainable Business Development Efforts: Recognizing the critical role of private sector engagement
in driving sustainable development, the Parties are committed to supporting and promoting sustainable
business practices that balance economic growth with environmental conservation and social
responsibility. The scope of this agreement includes collaborative efforts to foster innovation,

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entrepreneurship, and responsible business practices that contribute to the achievement of sustainable
development goals. These efforts may include:

1. Support for small and medium-sized enterprises (SMEs) engaged in sustainable business
ventures, including eco-friendly manufacturing, renewable energy production, organic
agriculture, and eco-tourism.
2. Capacity-building initiatives aimed at enhancing the sustainability credentials of businesses
through training, certification programs, and technical assistance in areas such as
environmental management, resource efficiency, and corporate social responsibility.
3. Promotion of green financing mechanisms, such as impact investing, green bonds, and
microfinance, to mobilize private sector investment in environmentally sustainable projects
and initiatives that deliver measurable social and environmental benefits.
4. Collaboration with industry associations, business networks, and chambers of commerce to
advocate for policy reforms, incentives, and regulatory frameworks

that support the transition to a green economy and promote sustainable business practices at the local,
national, and regional levels.

ENTIRE AGREEMENT:

This Memorandum of Understanding ("MOU") represents the complete and exclusive agreement
between DIAMOND CONSULTANCY, a subsidiary of Diamond Group of Companies, and KIPTAPKEI
ENVIRONMENTAL CBO ("KIPTAPKEI ENVIRONMENTAL CBO"), regarding the subject matter
herein. This MOU supersedes all prior discussions, agreements, understandings, and negotiations,
whether oral or written, between the Parties concerning the collaboration outlined herein.

Comprehensive Understanding: The Parties acknowledge that this MOU embodies the entirety of their
understanding and agreement concerning the collaboration between DIAMOND CONSULTANCY and
KIPTAPKEI ENVIRONMENTAL CBO. By executing this document, the Parties affirm their intention to
be bound by the terms and conditions contained herein, to the exclusion of any other agreements or
representations, whether explicit or implied.

Exclusion of Prior Agreements: Any prior agreements, understandings, or arrangements between the
Parties, whether written or oral, relating to the subject matter of this MOU, are hereby rendered null and
void. The Parties expressly waive any rights or claims arising from such prior agreements and agree to be
bound exclusively by the terms of this MOU.

Certainty and Clarity: By consolidating their agreements and commitments into a single,
comprehensive document, the Parties seek to eliminate ambiguity, uncertainty, and misunderstanding
regarding their respective rights, obligations, and expectations. This MOU provides a clear and
unambiguous framework for the Parties to collaborate effectively and achieve their shared objectives.

Legal Enforceability: The Parties recognize that this MOU constitutes a legally binding agreement,
enforceable in accordance with applicable laws and regulations. By affixing their signatures to this
document, the Parties acknowledge their understanding of the legal consequences thereof and their
intention to be bound by its terms and conditions.

Amendments and Modifications: Any amendments, modifications, or changes to this MOU shall be
made in writing and duly executed by authorized representatives of both Parties. No oral agreements,
side letters, or informal arrangements shall have any effect or be binding upon the Parties unless
expressly incorporated into this MOU in accordance with the provisions herein.

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Severability: If any provision of this MOU is held to be invalid, illegal, or unenforceable by a court of
competent jurisdiction, the remaining provisions of this MOU shall remain in full force and effect to the
fullest extent permitted by law. The Parties agree to negotiate in good faith to replace any such invalid,
illegal, or unenforceable provision with a valid, legal, and enforceable provision that reflects the original
intent of the Parties to the extent possible.

EXECUTION OF THE MEMORANDUM OF UNDERSTANDING:

This Memorandum of Understanding ("MOU") may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.

Counterparts: The Parties acknowledge that due to logistical or practical considerations, it may be
convenient or necessary for them to sign separate copies of this MOU. Accordingly, the Parties agree that
each counterpart of this MOU, whether executed in hard copy or electronic format, shall be considered
an original document.

Validity of Signatures: The Parties further agree that any signature, whether handwritten or electronic,
affixed to any counterpart of this MOU shall have the same force and effect as if the signature were
appended to the original document. Each Party warrants that any signature affixed to a counterpart of this
MOU is authentic and authorized by the Party on whose behalf it is executed.

Constitution of Agreement: Notwithstanding the execution of multiple counterparts, the Parties

acknowledge and agree that all counterparts of this MOU, taken together, constitute one and the same
agreement between the Parties. The terms and conditions contained in each counterpart are binding on
the Parties to the same extent as if all Parties had signed a single document containing those terms and
conditions.

Exchange of Counterparts: Upon execution of this MOU, each Party shall promptly provide the other
Party with a copy of the counterpart signed by it. The exchange of counterparts may be facilitated
through electronic means, including email, facsimile, or other secure electronic transmission methods.

Effective Date: This MOU shall become effective upon the exchange of counterparts by the Parties, with
each Party having executed at least one counterpart. The effective date of this MOU shall be the date of
the last signature affixed to any counterpart, unless otherwise agreed by the Parties in writing.

Continued Validity: The Parties agree that the continued validity, enforceability, and effectiveness of
this MOU shall not be affected by the exchange of counterparts or the manner in which signatures are
affixed thereto. This MOU shall remain in full force and effect until terminated in accordance with its
terms.

PART A1 - RESPONSIBILITIES OF DIAMOND CONSULTANCY UNDER THE

MEMORANDUM OF UNDERSTANDING:

In accordance with the terms and conditions outlined in this Memorandum of Understanding ("MOU"),
DIAMOND CONSULTANCY, a subsidiary of Diamond Group of Companies, hereby undertakes the
following responsibilities:

1. Provision of Consultancy Services:

a. DIAMOND CONSULTANCY shall provide expert consultancy services to
KIPTAPKEI ENVIRONMENTAL CBO in regulatory compliance, market
understanding, and sustainability planning. This includes but is not limited to:

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 i. Conducting comprehensive assessments of regulatory requirements applicable
to KIPTAPKEI ENVIRONMENTAL CBO's operations and providing
guidance on compliance measures.
ii. Analysing market trends, consumer behaviours, and industry dynamics to
inform strategic decision-making and business planning.
iii. Developing sustainable business strategies and initiatives aimed at enhancing
environmental stewardship, social impact, and long-term viability.
2. Facilitation of Partnerships and Networking:
a. DIAMOND CONSULTANCY shall actively facilitate partnerships and networking
opportunities for KIPTAPKEI ENVIRONMENTAL CBO with relevant stakeholders,
industry experts, governmental agencies, and other organizations.
b. By leveraging its extensive network and industry connections, DIAMOND
CONSULTANCY aims to enhance KIPTAPKEI ENVIRONMENTAL CBO's visibility,
credibility, and collaboration opportunities, thereby fostering mutually beneficial
relationships and synergies.
3. Support for Joint Projects:
a. DIAMOND CONSULTANCY shall extend support to KIPTAPKEI
ENVIRONMENTAL CBO in the administration and management of joint projects
undertaken pursuant to this MOU.
b. This support may include project planning, resource allocation, coordination of
activities, monitoring and evaluation, and reporting, as necessary to ensure the
successful implementation and completion of collaborative initiatives.
4. Compliance with Legal and Ethical Standards:
a. DIAMOND CONSULTANCY shall conduct all activities and provide all services
under this MOU in compliance with applicable laws, regulations, and ethical standards.
b. The consultancy services rendered by DIAMOND CONSULTANCY shall be
characterized by professionalism, integrity, objectivity, and transparency, with due
regard for the interests and objectives of KIPTAPKEI ENVIRONMENTAL CBO.
5. Reporting and Communication:
a. DIAMOND CONSULTANCY shall maintain open and transparent communication
channels with KIPTAPKEI ENVIRONMENTAL CBO, providing regular updates,
progress reports, and feedback on the status of ongoing projects and initiatives.
b. Any significant developments, challenges, or deviations from agreed-upon plans shall
be promptly communicated to KIPTAPKEI ENVIRONMENTAL CBO to ensure
informed decision- making and effective problem-solving.
6. Confidentiality and Data Protection:
a. DIAMOND CONSULTANCY shall treat all confidential information, proprietary data,
and sensitive materials shared by KIPTAPKEI ENVIRONMENTAL CBO with the
utmost confidentiality and discretion.
b. Measures shall be implemented to safeguard the confidentiality, integrity, and security
of information exchanged between the Parties, in accordance with applicable data
protection laws and regulations.
7. Continuous Improvement and Collaboration:
a. DIAMOND CONSULTANCY commits to continuously improving its services,
processes, and methodologies to better serve the needs and objectives of KIPTAPKEI
ENVIRONMENTAL CBO.
b. Through ongoing collaboration, feedback, and evaluation, DIAMOND
CONSULTANCY seeks to optimize the effectiveness and efficiency of its support to
KIPTAPKEI ENVIRONMENTAL CBO, fostering a culture of excellence and
innovation.

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PART A2 - RESPONSIBILITIES OF KIPTAPKEI ENVIRONMENTAL CBO
UNDER THE MEMORANDUM OF UNDERSTANDING:

In accordance with the terms and conditions stipulated in this Memorandum of Understanding ("MOU"),
KIPTAPKEI ENVIRONMENTAL CBO hereby undertakes the following responsibilities:

1. Overseeing the Implementation of Joint Initiatives:

a. KIPTAPKEI ENVIRONMENTAL CBO shall assume primary responsibility for
overseeing the implementation of joint initiatives and collaborative projects
outlined in this MOU.
b. This includes coordinating activities, allocating resources, and monitoring progress
to ensure that objectives are achieved in a timely and effective manner.
c. KIPTAPKEI ENVIRONMENTAL CBO shall work closely with DIAMOND
CONSULTANCY to establish clear goals, milestones, and performance indicators
for each initiative, facilitating transparent communication and accountability
throughout the implementation process.
2. Engaging with Local Communities and Stakeholders:
a. As a community-based organization, KIPTAPKEI ENVIRONMENTAL CBO
recognizes the importance of engaging with local communities, stakeholders, and
relevant actors in its conservation and development efforts.
b. KIPTAPKEI ENVIRONMENTAL CBO shall actively seek input, feedback, and
participation from community members, traditional leaders, governmental agencies,
and other stakeholders to ensure that projects are inclusive, culturally sensitive, and
aligned with local priorities and aspirations.
c. By fostering meaningful dialogue and collaboration, KIPTAPKEI ENVIRONMENTAL
CBO aims to build trust, foster ownership, and empower communities to actively
participate in decision-making processes that affect their lives and environment.
3. Managing Environmental Conservation Projects and Community Development Programs:
a. KIPTAPKEI ENVIRONMENTAL CBO shall take the lead in managing environmental
conservation projects and community development programs initiated under this MOU.
b. This includes but is not limited to tree planting initiatives, habitat restoration projects,
waste management programs, and capacity-building activities aimed at enhancing
environmental awareness and sustainable livelihoods.
c. KIPTAPKEI ENVIRONMENTAL CBO shall ensure that all projects are implemented
in accordance with relevant laws, regulations, and best practices, with due
consideration for environmental sustainability, social equity, and long-term impact.
4. Promoting Environmental Education and Awareness:
a. Recognizing the importance of environmental education, KIPTAPKEI
ENVIRONMENTAL CBO shall undertake efforts to raise awareness and promote
conservation principles among community members, youth groups, schools, and other
stakeholders.
b. Through workshops, trainings, awareness campaigns, and outreach activities,
KIPTAPKEI ENVIRONMENTAL CBO aims to instil a sense of environmental
stewardship, responsibility, and pride in local communities, fostering a culture of
sustainability and resilience.

MONITORING, EVALUATION, AND REPORTING:

A. Establishment of Robust Monitoring and Evaluation Mechanisms:

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 i. KIPTAPKEI ENVIRONMENTAL CBO acknowledges the critical importance of
monitoring and evaluating the effectiveness, efficiency, and impact of its projects and
programs in achieving the desired outcomes and objectives outlined in this Memorandum of
Understanding ("MOU").
ii. To ensure comprehensive oversight and accountability, KIPTAPKEI ENVIRONMENTAL
CBO commits to establishing robust monitoring and evaluation mechanisms tailored to the
specific requirements of each initiative.
iii. These mechanisms shall encompass a range of quantitative and qualitative indicators,
including but not limited to project milestones, performance metrics, stakeholder feedback,
and environmental impact assessments.
iv. By systematically tracking and assessing progress at various stages of implementation,
KIPTAPKEI ENVIRONMENTAL CBO aims to identify areas of strength, address
challenges, and optimize resource allocation for maximum impact and efficiency.
B. Preparation and Sharing of Regular Progress Reports:
i. As part of its commitment to transparency and accountability, KIPTAPKEI
ENVIRONMENTAL CBO shall prepare regular progress reports documenting the status,
achievements, challenges, and lessons learned from each project and program.
ii. These reports shall adhere to predefined reporting schedules and formats agreed upon by
both Parties, ensuring consistency and comparability of information.
iii. The progress reports shall provide comprehensive insights into key performance indicators,
milestones achieved, expenditure tracking, risk assessments, and any deviations from
planned activities or outcomes.
iv. Furthermore, the reports shall highlight success stories, best practices, and areas for
improvement, facilitating continuous learning, adaptation, and refinement of strategies to
enhance overall effectiveness and impact.
C. Conduct of Performance Evaluations and Impact Assessments:
i. In addition to routine progress reporting, KIPTAPKEI ENVIRONMENTAL CBO commits
to conducting periodic performance evaluations and impact assessments to gauge the
overall success and sustainability of its initiatives.
ii. Performance evaluations shall involve systematic reviews of project implementation
against predefined objectives, targets, and performance indicators, allowing for evidence-
based decision-making and course correction as necessary.
iii. Impact assessments, on the other hand, shall focus on analyzing the broader socio-
economic, environmental, and cultural impacts generated by KIPTAPKEI
ENVIRONMENTAL CBO's interventions, both intended and unintended.
iv. The findings from these evaluations and assessments shall be shared with DIAMOND
CONSULTANCY, relevant stakeholders, and the public through official channels, thereby
fostering transparency, accountability, and stakeholder engagement in the organization's
activities.
D. Utilization of Monitoring and Evaluation Findings for Decision-Making:
i. KIPTAPKEI ENVIRONMENTAL CBO recognizes that the value of monitoring and
evaluation lies not only in generating data but also in using that data to inform evidence-
based decision- making and strategic planning.
ii. Therefore, the organization commits to leveraging the insights and recommendations
derived from monitoring, evaluation, and reporting processes to adjust strategies, reallocate
resources, and enhance the overall effectiveness and impact of its projects and programs.
iii. By adopting a continuous learning and improvement approach, KIPTAPKEI
ENVIRONMENTAL CBO aims to maximize the benefits derived from its collaborative
efforts with DIAMOND CONSULTANCY and other partners, ultimately advancing the

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 shared goals of environmental conservation and community development outlined in this
MOU.
E. Reporting and Communication:
i. Establishment of Regular Reporting Mechanisms:
a. The Parties, recognizing the importance of transparency and accountability in
achieving the objectives outlined in this Memorandum of Understanding ("MOU"),
commit to establishing comprehensive reporting mechanisms to facilitate the exchange
of information, progress updates, and performance evaluations.
b. These reporting mechanisms shall be designed to capture relevant data, milestones,
achievements, challenges, and lessons learned from the implementation of joint
initiatives, ensuring that both Parties have access to timely and accurate information to
inform decision- making and strategic planning.
c. The reporting mechanisms shall include predefined reporting templates, schedules, and
channels of communication, agreed upon by both Parties, to ensure consistency, clarity,
and efficiency in information exchange.
d. Moreover, the Parties shall designate focal points or responsible persons from each
organization who shall be tasked with overseeing the reporting process, consolidating
data, and facilitating communication between the Parties.
ii. Maintenance of Open Lines of Communication:
a) In addition to formal reporting mechanisms, the Parties shall maintain open and
transparent lines of communication to foster collaboration, coordination, and mutual
understanding throughout the duration of this MOU.
b) Communication channels shall encompass various mediums, including but not limited
to face-to-face meetings, teleconferences, emails, video conferences, and online
collaboration platforms, as deemed necessary and appropriate by the Parties.
c) Both Parties shall designate representatives or liaison officers responsible for
facilitating communication, addressing queries, and resolving issues in a timely and
professional manner.
d) Furthermore, the Parties shall commit to regular engagement and dialogue to discuss
progress, challenges, emerging opportunities, and any changes in circumstances that
may impact the implementation of joint initiatives.
e) The Parties shall endeavour to promote a culture of openness, trust, and collaboration in
their communications, ensuring that all stakeholders are kept informed and engaged in
the collaborative efforts undertaken pursuant to this MOU.
iii. Integration Of Feedback Mechanisms:
a) Recognizing the value of stakeholder feedback in enhancing program effectiveness and
stakeholder engagement, the Parties shall integrate feedback mechanisms into their
reporting and communication processes.
b) These mechanisms shall provide stakeholders, including beneficiaries, community
members, partners, and other relevant entities, with opportunities to provide input,
share concerns, and offer suggestions for improvement throughout the implementation
of joint initiatives.
c) Feedback received shall be documented, analysed, and taken into consideration during
decision-making processes, with appropriate actions taken to address any issues or
concerns raised.
d) By actively soliciting and responding to stakeholder feedback, the Parties aim to
promote transparency, accountability, and continuous improvement in their
collaborative endeavours, ultimately contributing to the successful achievement of the
goals and objectives outlined in this MOU.

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PROJECTS TO BE EARMARKED FOR UNDERTAKING / VENTURES:

In furtherance of their collaborative efforts, the Parties shall undertake a meticulous process to identify,
evaluate, and prioritize projects that align with their shared objectives, values, and organizational
capacities. This endeavour aims to maximize the positive social, environmental, and economic impacts of
their collaboration while ensuring the efficient allocation of resources and efforts towards the most
promising ventures.

Identification Process: The Parties shall engage in comprehensive consultations, brainstorming sessions,
and feasibility studies to identify potential projects that hold the promise of delivering tangible benefits to
both the environment and local communities. This process may involve conducting needs assessments,
stakeholder consultations, and environmental impact assessments to identify priority areas for
intervention.

Evaluation Criteria: To assess the suitability and viability of proposed projects, the Parties shall
establish clear evaluation criteria based on predefined objectives, impact metrics, and risk assessments.
These criteria may include considerations such as alignment with environmental conservation goals,
scalability, feasibility, sustainability, and potential for community empowerment and socio-economic
development.

Prioritization Mechanism: Upon the completion of the identification and evaluation process, the Parties
shall employ a transparent and participatory mechanism to prioritize projects based on their alignment
with strategic objectives, available resources, and potential for long- term impact. This may involve
ranking projects according to predefined criteria, conducting cost-benefit analyses, and soliciting input
from relevant stakeholders.

Project Selection: Following the prioritization exercise, the Parties shall collaboratively select a
portfolio of projects that best meet the established criteria and strategic priorities. These projects may
encompass a diverse range of initiatives, including but not limited to reforestation programs, sustainable
agriculture initiatives, renewable energy projects, eco- tourism ventures, and community-based
conservation efforts.

Resource Allocation: Once the projects are selected, the Parties shall allocate resources, including
financial, human, and technical resources, in accordance with the needs and requirements of each project.
This may involve mobilizing funding, securing partnerships, and leveraging in-kind contributions from
stakeholders to ensure the successful implementation of the chosen initiatives.

Monitoring and Evaluation: Throughout the project lifecycle, the Parties shall implement robust
monitoring and evaluation mechanisms to track progress, measure performance, and assess the impact of
their interventions. This may involve regular progress reporting, site visits, stakeholder consultations, and
mid-term and end-term evaluations to ensure accountability, transparency, and continuous improvement.

Adaptation and Flexibility: Recognizing the dynamic nature of environmental and social challenges,
the Parties shall remain adaptable and flexible in their approach to project implementation. They shall
proactively respond to changing circumstances, emerging opportunities, and unforeseen challenges by
adjusting project strategies, reallocating resources, and seeking innovative solutions to overcome
obstacles.

By jointly earmarking projects for undertaking and ventures, the Parties commit to harnessing their
collective expertise, resources, and networks to address pressing environmental issues, promote
sustainable development, and foster positive change in the communities they serve. Through strategic

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collaboration and shared vision, they endeavour to achieve lasting impacts that resonate far beyond the
duration of individual projects, leaving a legacy of conservation, empowerment, and resilience for future
generations.

UNDERSTANDINGS AND CONTINUITY:

The Parties recognize and affirm their commitment to the understandings delineated within this
Memorandum of Understanding ("MOU"), underscoring their shared dedication to advancing common
objectives in a spirit of cooperation, transparency, and mutual respect. By entering into this agreement,
the Parties establish a framework for collaboration and endeavour to maintain continuity in their
collaborative efforts through the following provisions:

Adherence to Agreed Terms: The Parties acknowledge their obligation to adhere to the terms,
conditions, and provisions outlined in this MOU, including but not limited to the responsibilities,
obligations, and commitments set forth herein. By mutually agreeing to these terms, the Parties
demonstrate their intent to govern their collaborative relationship in accordance with the principles of
good faith and legal compliance.

Continued Collaboration: Building upon the foundation established by this MOU, the Parties commit
to fostering continued collaboration and partnership in pursuit of their shared goals and objectives. This
commitment extends beyond the initial duration of the agreement and underscores the Parties' intent to
maintain an enduring relationship characterized by cooperation, synergy, and collective action.

Principles of Transparency: Recognizing the importance of transparency in their collaborative

endeavours, the Parties pledge to conduct their activities openly, honestly, and with full disclosure of
relevant information. They shall strive to ensure transparency in decision-making processes, resource
allocation, and project implementation, thereby fostering trust and accountability among stakeholders.

Accountability Mechanisms: To uphold accountability and ensure effective governance, the Parties
shall establish and maintain robust mechanisms for monitoring, evaluation, and reporting. These
mechanisms shall enable the Parties to track progress, assess performance, and measure the impact of
their collaborative initiatives, thereby facilitating informed decision- making and continuous
improvement.

Mutual Respect: In all their interactions and engagements, the Parties shall uphold the principle of
mutual respect, valuing each other's perspectives, contributions, and expertise. They shall foster an
inclusive and supportive environment that encourages open dialogue, constructive feedback, and
collaborative problem-solving, thereby fostering a culture of respect and partnership.

Commitment to Common Goals: Anchored in a shared vision of environmental conservation,

community development, and sustainable business practices, the Parties reaffirm their commitment to
working towards common goals and objectives. They shall align their efforts, resources, and strategies to
achieve meaningful outcomes that benefit both the environment and local communities, thereby
maximizing the collective impact of their collaboration.

Flexibility and Adaptability: Recognizing the dynamic nature of environmental and socio- economic
challenges, the Parties commit to remaining flexible and adaptable in their approach to collaboration.
They shall embrace change, respond proactively to emerging opportunities and challenges, and adjust
their strategies and plans as necessary to ensure relevance, effectiveness, and sustainability.

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Through these understandings and commitments, the Parties affirm their shared dedication to advancing
their collaborative agenda in a manner that upholds the principles of integrity, accountability, and mutual
benefit. By adhering to these principles and fostering continuity in their collaborative efforts, the Parties
aim to realize their shared vision of a more sustainable, resilient, and prosperous future for all.

UNDERSTANDINGS AND CONTINUITY:

1. Acknowledgment of Understandings:
The Parties to this Memorandum of Understanding ("MOU"), namely DIAMOND
CONSULTANCY and KIPTAPKEI ENVIRONMENTAL CBO, hereby acknowledge and agree
to abide by the understandings set forth herein. This includes recognizing the mutual
commitments, obligations, and expectations outlined within this document.
2. Commitment to Collaboration:
The Parties affirm their commitment to work collaboratively towards achieving their shared
goals and objectives as articulated in this MOU. This commitment extends to pooling their
resources, expertise, and efforts in a concerted manner to maximize the impact of their
collective endeavours.
3. Principles of Transparency:
Transparency is paramount to the success of the partnership outlined in this MOU. The Parties
agree to conduct their activities and communications in a transparent manner, ensuring that
information, decisions, and processes are readily accessible and comprehensible to all
stakeholders involved.
4. Principles of Accountability:
The Parties acknowledge the importance of accountability in ensuring the effectiveness and
integrity of their collaborative efforts. They commit to holding themselves accountable for their
actions, decisions, and outcomes, and to establishing mechanisms for monitoring, evaluation,
and reporting on their progress.
5. Principles of Mutual Respect:
Mutual respect forms the foundation of the partnership between the Parties. They agree to treat
each other with respect and dignity, valuing the unique perspectives, contributions, and expertise
that each brings to the table. This includes fostering an inclusive environment where all voices
are heard and valued.
6. Consistency with Legal and Ethical Standards:
The Parties commit to conducting their activities in accordance with all applicable laws,
regulations, and ethical standards. They agree to uphold the highest levels of integrity, honesty,
and ethical behaviour in all aspects of their collaboration, thereby ensuring compliance with
legal requirements and ethical norms.
7. Continuity of Collaboration:
The Parties recognize the importance of continuity in their collaboration beyond the initial
duration of this MOU. They agree to work towards sustaining their partnership over the long
term, adapting to changing circumstances, and evolving needs as necessary to ensure the
ongoing success and impact of their joint initiatives.
8. Termination and Amendment:
In the event that circumstances arise that necessitate the termination or amendment of this
MOU, the Parties agree to follow the procedures outlined herein. This includes providing notice
to the other Party and engaging in good-faith discussions to resolve any issues or concerns that
may arise regarding the termination or amendment of the agreement.
9. Preservation of Rights:
Nothing in this MOU shall be construed to limit or derogate from the rights, obligations, or
remedies available to the Parties under applicable law. The provisions of this MOU are intended

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 to supplement, rather than supersede, any legal rights or obligations to which the Parties may be
subject.
10. Good Faith Implementation:
The Parties agree to implement this MOU in good faith, with a genuine intention to fulfill their
respective obligations and commitments. They commit to approaching their collaborative efforts
with sincerity, honesty, and a spirit of cooperation, with the ultimate goal of achieving
meaningful and sustainable outcomes.

PROTECTION OF INFORMATION:

1. Confidentiality Obligations:
The Parties recognize the importance of protecting the confidentiality of proprietary or sensitive
information exchanged during the course of their collaboration. This includes, but is not limited
to, trade secrets, intellectual property, financial data, strategic plans, and any other information
designated as confidential by either Party.
2. Non-Disclosure Requirement:
Each Party agrees to maintain the confidentiality of all information disclosed to it by the other
Party, whether orally, in writing, or in any other form, and shall not disclose such information to
any third party without the prior written consent of the disclosing Party.
3. Exceptions to NON-DISCLOSURE:
i) The obligation of non-disclosure shall not apply to any information that:
ii) Is or becomes publicly available through no fault of the receiving Party.
iii) Was already known to the receiving Party prior to its disclosure by the disclosing Party, as
evidenced by written records.
iv) Is independently developed by the receiving Party without reference to or use of the
disclosing Party's confidential information.
v) Is rightfully obtained by the receiving Party from a third party without restriction on
disclosure; or
vi) Is required to be disclosed by law, regulation, or court order, provided that the receiving
Party gives prompt notice to the disclosing Party to allow for appropriate protective
measures.
4. Use of Confidential Information:
The Parties agree to use confidential information disclosed to them solely for the purpose of
fulfilling their obligations under this Memorandum of Understanding ("MOU"). They shall not
use such information for any other purpose without the express written consent of the disclosing
Party.
5. Protection Measures:
The Parties shall implement reasonable measures to safeguard the confidentiality of the
information exchanged between them. This may include, but is not limited to, restricting access
to confidential information to authorized personnel, using secure storage facilities, and
employing encryption or other technological safeguards where appropriate.
6. Duration of Confidentiality Obligations:
The obligation to maintain the confidentiality of information shall survive the termination or
expiration of this MOU and shall continue for a period of [insert duration] years from the date of
termination or expiration, unless otherwise agreed upon in writing by the Parties.
7. Remedies for Breach:
In the event of a breach or threatened breach of the confidentiality provisions of this MOU, the
non-breaching Party shall be entitled to seek equitable relief, including injunctive relief and
specific performance, in addition to any other remedies available at law or in equity.
8. Indemnification:

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 Each Party shall indemnify and hold harmless the other Party from and against any and all
losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees) arising out
of or resulting from any breach of the confidentiality obligations set forth in this MOU by the
indemnifying Party.

JURISDICTION OF DISPUTES:

1. Good Faith Negotiations:

The Parties recognize the importance of resolving any disputes arising out of or in connection
with this Memorandum of Understanding ("MOU") in a manner that preserves their ongoing
relationship and mutual interests. To that end, the Parties shall engage in good faith negotiations
to amicably resolve any disputes or disagreements that may arise during the course of their
collaboration.
2. Exhaustion of Negotiation Efforts:
The Parties agree to make reasonable efforts to resolve disputes through negotiations in good
faith. This may include, but is not limited to, engaging in direct discussions, seeking the
assistance of third-party mediators or facilitators, and exploring alternative dispute resolution
mechanisms.
3. Submission to Jurisdiction:
In the event that the Parties are unable to resolve a dispute through negotiations within a
reasonable period of time, not to exceed [insert duration] days from the date on which either
Party gives notice of the dispute, the Parties hereby agree to submit to the exclusive jurisdiction
of the ICC International Court of Arbitration, Abu Dhabi - U.A.E
4. Choice of Jurisdiction:
The Parties acknowledge and agree that the choice of jurisdiction is a material term of this
MOU and reflects their mutual intent to establish a clear and enforceable legal framework for
the resolution of disputes. By agreeing to submit to the exclusive jurisdiction of the specified
courts, the Parties seek to ensure consistency, predictability, and fairness in the adjudication of
any disputes that may arise under this MOU.
5. Waiver of Other Jurisdictions:
The Parties hereby waive any objection to the jurisdiction of the specified courts on the grounds
of forum non convenient or any other similar doctrine or principle. They further waive any right
to bring or participate in any legal action or proceeding arising out of or related to this MOU in
any other jurisdiction.
6. Governing Law:
The Parties agree that this MOU shall be governed by and construed in accordance with the
laws of [insert applicable jurisdiction], excluding its choice of law provisions. Any disputes
concerning the interpretation, enforcement, or validity of this MOU shall be resolved in
accordance with the laws of the specified jurisdiction.
7. Legal Remedies:
The Parties acknowledge that the remedies available under this clause are cumulative and not
exclusive of any other remedies available at law or in equity. Nothing herein shall preclude
either Party from seeking injunctive or other equitable relief to enforce the terms of this MOU.
8. Binding Nature:
This clause on jurisdiction of disputes shall be binding upon the Parties and their respective
successors, assigns, and legal representatives, and shall survive the termination or expiration of
this MOU.

REVISIONS, MODIFICATIONS, AND AMENDMENTS:

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 1. Mutual Agreement Requirement:
This Memorandum of Understanding ("MOU") may be revised, modified, or amended only by
mutual agreement of the Parties in writing. Any proposed revisions, modifications, or
amendments shall be subject to the consent of both Parties and shall not be effective unless
executed in writing by authorized representatives of each Party.
2. Formal Notification:
In the event that either Party wishes to propose revisions, modifications, or amendments to this
MOU, they shall provide formal written notification to the other Party detailing the proposed
changes and the rationale behind them. Such notification shall include a clear explanation of the
intended impact of the proposed revisions on the rights, obligations, and interests of both Parties
under this MOU.
3. Good Faith Negotiations:
Following receipt of the formal notification, the Parties shall engage in good faith negotiations
to discuss and evaluate the proposed revisions, modifications, or amendments. The Parties shall
endeavour to reach a mutually acceptable resolution within a reasonable period of time, taking
into account the objectives, interests, and concerns of both Parties.
4. Documentation of Agreement:
Upon reaching mutual agreement on the proposed revisions, modifications, or amendments, the
Parties shall document their agreement in writing, setting forth the specific changes to be made
to the MOU and the effective date of such changes. The amended MOU shall be executed by
authorized representatives of both Parties and shall constitute an integral part of this agreement.
5. Incorporation of Amendments:
Upon execution of the amended MOU, the revisions, modifications, or amendments agreed
upon by the Parties shall become fully incorporated into this agreement and shall have the same
legal force and effect as the original provisions of the MOU. The Parties shall adhere to the
terms and conditions set forth in the amended MOU for the duration of their collaboration.

TERMINATION OF MOU:

1. Right to Terminate:
Either Party may terminate this Memorandum of Understanding ("MOU") upon providing
[Insert Notice Period] written notice to the other Party. The termination shall be effective upon
the expiration of the notice period, unless otherwise agreed upon in writing by both Parties.
2. Accrued Rights and Obligations:
The termination of this MOU shall not affect any rights or obligations accrued by either Party
prior to the effective date of termination. All provisions of this MOU pertaining to rights, duties,
liabilities, and obligations that have arisen or accrued prior to termination shall survive the
termination of this agreement and shall continue to be binding upon the Parties.
3. Effect of Termination:
Upon termination of this MOU, both Parties shall promptly cease all activities and cooperation
contemplated under this agreement, except as may be necessary to wind down ongoing projects
or fulfil any remaining obligations. The Parties shall ensure orderly cessation of operations and
shall take all necessary steps to minimize any adverse impact resulting from the termination.
4. Notice of Termination:
The Party seeking to terminate this MOU shall provide written notice to the other Party
specifying the effective date of termination and the reasons for termination, if applicable. The
notice shall be delivered in accordance with the provisions of this MOU governing
communication between the Parties.
5. Mutual Agreement to Extend Notice Period:

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 In the event that both Parties mutually agree to extend the notice period for termination, such
agreement shall be documented in writing and shall specify the revised notice period and any
other relevant terms or conditions. Any extension of the notice period shall be valid only if
executed by authorized representatives of both Parties.
6. No Liability for Termination:
Neither Party shall be liable to the other for any damages, losses, or expenses arising from or
related to the termination of this MOU, except as expressly provided for in this agreement or
required by applicable law. Each Party shall bear its own costs and expenses incurred in
connection with the termination of this MOU.
7. Survival of Certain Provisions:
Notwithstanding the termination of this MOU, any provisions herein that, by their nature, are
intended to survive termination shall remain in full force and effect, including but not limited to
the clauses on confidentiality, intellectual property rights, jurisdiction of disputes, and governing
law.
8. No Waiver of Remedies:
The termination of this MOU shall not prejudice or waive any rights, remedies, or causes of
action available to either Party under this agreement or at law. All rights and obligations of the
Parties that have accrued prior to termination shall be enforceable in accordance with the terms
of this MOU.
9. Binding Effect:
This clause on termination shall be binding upon the Parties and their respective successors,
assigns, and legal representatives, and shall survive the termination or expiration of this MOU.

GOVERNING LAW:

1. Application of Law:
This Memorandum of Understanding ("MOU") shall be governed by and construed in
accordance with the laws of the ICC 2021 (Arbitration Rules) shall apply to all aspects of this
MOU, including but not limited to business transactions, entity formation and funding,
intellectual property protection, export controls, regulatory compliance, taxation, dispute
resolution, and international trade policy.
2. Jurisdiction:
The Parties irrevocably submit to the exclusive jurisdiction of the courts of [Insert Relevant
Jurisdiction] for the resolution of any disputes arising out of or in connection with this MOU.
Each Party hereby waives any objection to the venue of any legal proceeding in such courts and
agrees not to plead or claim that such courts are an inconvenient forum.
3. Governing Law Clause Not Exhaustive:
The inclusion of this governing law clause shall not preclude the application of any other laws
or regulations that may be applicable to specific aspects of the Parties' activities under this
MOU. To the extent that any provision of this MOU is inconsistent with any mandatory
provisions of applicable law, such provisions shall be deemed to be modified or superseded to
the extent necessary to comply with such law.
4. Compliance with Applicable Laws:
The Parties shall ensure that all activities conducted pursuant to this MOU are in compliance
with applicable laws, regulations, and governmental requirements of the relevant jurisdictions.
Each Party shall be responsible for obtaining any permits, licenses, or approvals necessary for
the lawful conduct of its activities under this agreement.
5. Interpretation of Governing Law:
In interpreting the provisions of this MOU, including this governing law clause, the Parties
agree to give effect to the principles of good faith, reasonableness, and fairness. Any ambiguity

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 or uncertainty in the application of the governing law shall be resolved in a manner that
promotes the objectives and intent of this MOU and the Parties' mutual interests.
6. Modification of Governing Law:
This governing law clause may only be modified or amended by mutual agreement of the
Parties in writing. Any such modification shall be documented in writing and shall specify the
revised provisions governing the applicable law and any other relevant terms or conditions.
7. Severability:
If any provision of this governing law clause is determined by a court of competent jurisdiction
to be invalid, illegal, or unenforceable, such provision shall be deemed to be severed from this
MOU, and the remaining provisions shall remain in full force and effect to the fullest extent
permitted by law.
8. Binding Effect:
This governing law clause shall be binding upon the Parties and their respective successors,
assigns, and legal representatives, and shall survive the termination or expiration of this MOU.

LEGAL REMEDIES:

1. Breach of Agreement:
The Parties acknowledge that any breach of this Memorandum of Understanding ("MOU") may
result in irreparable harm to the non-breaching Party. Accordingly, in addition to any other
remedies available at law or in equity, the non-breaching Party shall be entitled to seek
injunctive relief and/or specific performance to enforce the terms of this MOU.
2. Injunctive Relief:
In the event of a breach or threatened breach of any provision of this MOU, the non-breaching
Party may seek injunctive relief from a court of competent jurisdiction to prevent or restrain
such breach, without the need to demonstrate irreparable harm or lack of an adequate remedy at
law.
3. Specific Performance:
The Parties agree that monetary damages may be inadequate to compensate for any breach of
this MOU and that the non-breaching Party shall be entitled to seek specific performance of the
obligations contained herein, including but not limited to the performance of any required
actions or the cessation of any prohibited activities.
4. Legal Costs and Expenses:
In the event of any dispute or legal proceedings arising out of or in connection with this MOU,
the prevailing Party shall be entitled to recover its reasonable legal costs and expenses,
including attorney's fees, incurred in enforcing its rights under this agreement.
5. No Waiver of Rights:
The exercise of any remedy under this clause shall not preclude the non-breaching Party from
exercising any other remedies available to it under this MOU, at law, or in equity. No delay or
failure on the part of either Party to exercise any right or remedy shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or remedy preclude any other or
further exercise thereof or the exercise of any other right or remedy.
6. Binding Effect:
This clause on legal remedies shall be binding upon the Parties and their respective successors,
assigns, and legal representatives, and shall survive the termination or expiration of this MOU.
7. Governing Law:
The rights and obligations of the Parties with respect to legal remedies shall be governed by the
governing law clause set forth in this MOU.

FORCE MAJEURE CLAUSE:

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 1. Definition of Force Majeure:
For the purpose of this Memorandum of Understanding ("MOU"), a "Force Majeure Event"
shall mean any event or circumstance beyond the reasonable control of the Parties, which
directly and significantly impedes or delays the performance of their respective obligations
under this MOU. Force Majeure events may include, but are not limited to, acts of God, natural
disasters, war, terrorism, civil unrest, strikes, labor disputes, government actions, pandemics,
and any other unforeseeable and unavoidable occurrences.
2. Notice Requirement:
In the event that either Party is unable to perform its obligations under this MOU due to a Force
Majeure Event, such Party shall promptly provide written notice to the other Party detailing the
occurrence of the Force Majeure Event, its impact on performance, and the anticipated duration
of such inability to perform. The notice shall be delivered without undue delay, and failure to
provide timely notice may affect the affected Party's entitlement to claim Force Majeure relief.
3. Excuse from Performance:
During the continuation of the Force Majeure Event and to the extent directly attributable to
such event, the affected Party shall be excused from the performance of its obligations under
this MOU, without any liability or obligation for damages arising from such non-performance.
However, the affected Party shall undertake reasonable efforts to mitigate the effects of the
Force Majeure Event and resume performance of its obligations as soon as reasonably
practicable following the cessation of the Force Majeure Event.
4. Mitigation Efforts:
Both Parties shall use commercially reasonable efforts to minimize the impact of the Force
Majeure Event on the performance of their respective obligations under this MOU. This may
include exploring alternative means of performance, reallocating resources, or seeking
alternative suppliers or service providers where feasible.
5. Duration of Force Majeure:
The excuse from performance provided under this Force Majeure clause shall apply only for the
duration of the Force Majeure Event, as determined in good faith by the affected Party. Once the
Force Majeure Event has ceased or no longer impedes performance, the affected Party shall
promptly resume the performance of its obligations under this MOU to the extent reasonably
possible.
6. Termination Rights:
If the Force Majeure Event continues for a period exceeding 21 Working days, either Party may
have the right to terminate this MOU upon written notice to the other Party. Such termination
shall be without prejudice to any rights or obligations accrued prior to the termination date, and
neither Party shall be liable to the other for damages arising from the termination due to Force
Majeure.
7. Governing Law:
Any dispute arising out of or in connection with the application or interpretation of this Force
Majeure clause shall be governed by the governing law clause set forth in this MOU.

DECLARATIONS:

1. Affirmation of Commitment:
By affixing their signatures below, the Parties hereby affirm their unwavering commitment to
the terms and conditions delineated within this Memorandum of Understanding ("MOU"). This
affirmation signifies the Parties' mutual understanding and acceptance of their respective roles,
responsibilities, and obligations as outlined herein.
2. Recognition of Shared Objectives:

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 The Parties acknowledge and recognize the shared objectives and common goals that underpin
this collaborative endeavour. Through their collective efforts, the Parties aspire to foster
sustainable development, promote environmental conservation, and enhance community welfare
for the betterment of society as a whole.
3. Commitment to Collaboration:
The Parties pledge to engage in open, transparent, and constructive collaboration throughout the
duration of this MOU. They commit to sharing information, resources, and expertise in a spirit
of mutual respect, trust, and cooperation, with the overarching aim of achieving meaningful and
impactful outcomes.
4. Compliance with Legal Requirements:
Each Party hereby represents and warrants that they possess the legal capacity and authority to
enter into and perform their obligations under this MOU in accordance with applicable laws,
regulations, and corporate governance requirements. Furthermore, the Parties affirm that their
execution of this MOU does not violate any contractual obligations or legal restrictions to which
they are bound.
5. Good Faith Execution:
The Parties undertake to execute their respective obligations under this MOU in good faith and
with due diligence. They shall act honestly, fairly, and transparently in all dealings related to the
implementation and enforcement of this agreement, striving at all times to uphold the highest
standards of integrity and professionalism.
6. Reservation of Rights:
The execution of this MOU does not diminish or prejudice any rights, remedies, or claims that
the Parties may have under law or equity, whether expressly stated herein or otherwise. The
Parties expressly reserve all such rights and remedies, without waiver or prejudice, and nothing
in this MOU shall be construed as a waiver of any legal rights or defences available to either
Party.
7. Binding Nature of Agreement:
The Parties acknowledge that this MOU constitutes a binding agreement between them, and its
terms shall be enforceable to the fullest extent permitted by law. Any modification, amendment,
or waiver of the provisions herein shall be valid only if made in writing and duly executed by
authorized representatives of both Parties.
8. Governing Law and Jurisdiction:
This MOU shall be governed by and construed in accordance with the ICC 2021 (Arbitration
Rules), without regard to its conflict of laws principles. Any disputes arising out of or relating to
this MOU shall be subject to the exclusive jurisdiction of the ICC International Court of
Arbitration, Abu Dhabi - U.A.E, to which the Parties hereby irrevocably submit.

IN WITNESS WHEREOF, the undersigned Parties, by their duly authorized representatives, have
executed this Memorandum of Understanding as of the date first above written.

For & Behalf of, DIAMOND CONSULTANCY and DIAMOND GROUP OF COMPANIES
Founder and Chairman: Mr. Mohamed Isa
Location: Tiko-Douala Road, Southwest region Republic of Cameroon
Tel: +237 651 976 566 / +971 58 107 7574
E-mail: diamondconsultancy180@[Link]

Signature:

Date:

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For & Behalf of, KIPTAPKEI ENVIRONMENTAL CBO
Founder and Chairman: Mr. Joel Malakwen Mengich
Location: Kapsabet, Republic of Kenya
Tel: +254 712 918246 / +254 720 837606
E-mail: info@[Link]

Signature:

Date:

IN THE PRESENCE OF WITNESSES:

Witness #1:
Name:
Location:
Tel:
E-Mail:

Signature:

Date:

Witness #2:
Name:
Location:
Tel:
E-Mail:

Signature:

Date:

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