Digital Sales Agreement

MEMORANDUM OF AGREEMENT IN 
RESPECT OF PRECISION FARMING 
SOFTWARE
Entered into by and between:
YARA FERTILIZER ZAMBIA LIMITED
REGISTRATION NUMBER: 120150132776
Herein duly authorised represented by __________________________
(Hereinafter referred to as “Yara”)
AND
The entity or person with the particulars as stipulated in 
clause 1 of Annexure “A” hereto
(Hereinafter referred to as “the Customer”)
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WHEREAS Yara is involved in the blending, bagging, distribution and selling of 
fertilizer products;
WHEREAS the Customer is an agricultural producer; 
WHEREAS the Software has been developed to assist agricultural producers with 
precision farming; 
WHEREAS the parties agree to the sub-licensing of the Software, subject to the 
provisions of this Agreement; and
WHEREAS the parties are desirous of reducing their agreement to writing;
NOW THEREFORE THE PARTIES FURTHER AGREE AS FOLLOWS:
INTERPRETATION AND DEFINITIONS
1.
1.1 In this agreement:
1.1.1 clause headings are inserted for purposes of convenience and reference 
only and shall not be used in the interpretation of this agreement, nor 
modify nor amplify any of its provisions; 
1.1.2 the parties shall, wherever necessary or appropriate, be referred to by 
their defined designations, either as on page 1 or clause 1.2 below;
1.1.3 a reference to:
1.1.3.1 any particular gender shall include the other two genders;
1.1.3.2 the singular shall include the plural and vice versa; and
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1.1.3.3 a natural person shall include a juristic person (whether a 
corporate or unincorporated created entity) and vice versa;
1.1.4 words and/or expressions defined in this agreement shall bear the same 
meanings in any annexures hereto which do not contain their own 
defined words and/or expressions;
1.1.5 where a period consisting of a number of days is prescribed, it shall be 
determined by excluding the first and including the last day; 
1.1.6 where the day upon or by which any act is required to be performed is 
not a business day, the parties shall be deemed to have intended such 
act to be performed upon or by the first business day thereafter;
1.1.7 where an expression has been defined (whether in clause 1.2 below or 
elsewhere in this agreement) and such definition contains a provision 
conferring a right or imposing an obligation on any party, then 
notwithstanding that it is contained only in a definition, effect shall be 
given to that provision as if it were a substantive provision contained in 
the body of this agreement;
1.1.8 if figures are referred to in numerals and words, the words shall prevail 
in the event of any conflict between the two;
1.1.9 words and/or expressions defined in any particular clause in the body of 
this agreement shall, unless the application of such word and/or 
expression is specifically limited to that clause, bear the meaning so 
assigned to it throughout this agreement;
1.1.10 a reference to any statutory enactment (including statutes, ordinances, 
regulations and by-laws) shall be construed as a reference to that 
enactment as at the signature date and as amended or re-enacted or 
substituted from time to time thereafter;
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1.1.11 a reference to any statutory body or court shall be construed as a 
reference to that statutory body or court as at the signature date and as 
substituted from time to time thereafter by successor statutory bodies or 
courts, as the case may be;
1.1.12 unless specifically provided to the contrary, all amounts referred to in this 
agreement are exclusive of Value Added Tax; and
1.1.13 the expiration or termination of this agreement shall not affect such of its 
provisions which expressly provide that they will continue to apply after 
such expiration or termination or which of necessity must continue to 
apply after such expiration or termination.
1.2 In this agreement, unless the context indicates otherwise, the following words 
and expressions shall bear the meanings assigned to them hereunder and 
cognate expressions shall bear corresponding meanings:
1.2.1 “this Agreement” – means this agreement entered into by and between 
Yara and the Customer including the annexures thereto;
1.2.2 “Yara” – means Yara Fertilizer Zambia Limited with registration number: 
120150132776; 
1.2.3 “the Customer” – means the entity or person with the particulars as 
stipulated in clause 1 of Annexure “A”;
1.2.4 “the Software” – means the software as described in Annexure “B”; 
1.2.5 “the Licensor” – means the third party who sub-licensed the Software to 
Yara, inter alia for purposes of concluding this Agreement; 
1.2.6 “Intellectual Property” – means, in respect of Yara, all industrial and 
intellectual property rights whether protectable by statute, at common 
law or in equity, including all copyright and similar rights which may 
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subsist or may hereafter subsist in works or any subject matter, rights in 
relation to inventions (including all patents and patent applications), 
trade secrets and know-how, rights in relation to designs (whether or not 
registerable), rights in relation to registered or unregistered trade marks, 
service marks, trade names, domain names, logos, get-up, patents, 
provisional patents, inventions (whether patentable or not), know-how 
(including confidential industrial and commercial information and 
techniques in any form), utility models, registered and unregistered 
design rights, copyright, semi-conductor topography rights, source 
codes, database rights, and all similar proprietary rights which may 
subsist in any part of the world, as well as any confidential information 
or processes relating to that subject matter;
1.2.7 “Initial Period” – means the period of 3 years commencing from the 
Effective Date; 
1.2.8 “the Effective Date” – means the date as stipulated in clause 2 of 
Annexure “A”; 
1.2.9 “the Software Fee” – means the fees and expenses referred to in clause 
4;
1.2.10 “the Parties” – means Yara and the Customer; and
1.2.11 “Confidential Information” – means the confidential information 
described in clause 6. 
THE GRANTING OF THE SUB-LICENSE TO THE CUSTOMER
2.
2.1 Yara hereby grants to the Customer a non-transferrable right and license to 
utilise the Software subject to the provisions of this Agreement. 
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2.2 It is specifically agreed that compliance by Yara with their obligations in terms 
of this Agreement will always be subject to and dependant on compliance by 
the Licensor of their obligations in terms of all the agreements concluded 
between Yara and the Licensor. For the avoidance of doubt, Yara will not be 
liable to perform any of their obligations in terms of this Agreement, should the 
Licensor not comply with their corresponding obligations. 
2.3 Yara will, for the duration of this Agreement, allow the Customer access to the 
Software, consisting of the base functionality and the premium products, if any, 
as described in Annexure “B” hereto, subject to payment by the Customer of 
the Software Fee. Should Yara elect to procure the utilisation of any further 
premium products developed by the Licensor or should Yara develop any 
premium products, the Customer will have an option to utilise the same at the 
remuneration as stipulated on Yara’s list prices referred to in clause 4.1.
TRAINING AND ASSISTANCE
3.
3.1 Yara will, with effect from the Effective Date, attend to the training of the 
Customer and their nominated representatives. Such training will include: 
3.1.1 Yara presenting one training session to the Customer’s nominated 
representatives, which will be held at a destination to be determined by 
Yara; and
3.1.2 Yara will provide digital copies of the training material furnished by the 
Licensor; and
3.1.3 Any additional training that might be required by the Customer will be
conducted by either Yara or the Licensor, at Yara’s discretion, in which 
event the remuneration as referred to in clause 4 will be payable.
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REMUNERATION
4.
4.1 The prices payable for the utilisation of the Software shall be Yara’s list prices 
in respect thereof ruling at the date on which Yara invoices the Customer, 
unless the parties reach an agreement in writing, duly signed by both parties, 
with regard to any discount on such list price. The said prices exclude additional 
training referred to in clause 3.1.3, which remuneration shall be Yara’s list 
prices in respect thereof ruling at the date on which Yara invoices the Customer. 
4.2 The Customer confirms that he/she/it will consider the prices referred to in 
clause 4.1 prior to the Customer utilising the Software and/or undergoing any 
additional training as referred to in clause 3.1.3. 
4.3 It is specifically agreed and confirmed that the Customer shall not be obliged to 
utilise the Software and/or undergo any additional training should the Customer 
not be agreeable to the Software Fee and/or the fee in respect of additional 
training referred to in clause 4.1. Should the Customer utilise the Software 
and/or undergo any additional training, the following shall be applicable: 
4.3.1 The Customer will, prior to such utilisation and/or training, consider the 
list prices referred to in clause 4.1; and
4.3.2 The Customer will pay the Software Fee and the training fee referred to 
in clause 4.1 to Yara.
FEES AND PAYMENT
5.
5.1 The Software Fee exclude Value Added Tax. 
5.2 Yara shall submit an original Value-Added Tax invoice to the Customer not later 
than the fifth (5) business day of the month following on the month in 
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respect whereof the applicable compensation is payable. An invoice 
submitted by Yara shall be accompanied by the following information: 
5.2.1 The names and addresses of Yara and the Customer.
5.2.2 The date of invoice.
5.2.3 An invoice number.
5.2.4 The Value-Added Tax registration number of Yara.
5.2.5 A description of the items invoiced.
5.2.6 The price and Value Added Tax.
5.3 The invoices shall be transmitted to the email address as stipulated in clause 3
of Annexure “A”.
5.4 The Customer shall pay Yara on the last day of the month during which such 
invoice has been transmitted to the Customer. Payment shall be made by 
means of electronic transfer into Yara’s bank account, the particulars of which 
Yara will furnish.
5.5 The Customer shall not be liable to off-set any payments due under this 
Agreement against any payment allegedly due by Yara.
CONFIDENTIAL INFORMATION
6.
6.1 Each party shall keep confidential (i) the terms and conditions of this 
Agreement, but not its existence, and (ii) all other information which is 
disclosed, designated in writing or reasonable ought to be considered as 
confidential by one party to the other. Information which is disclosed orally will 
be deemed to be confidential information providing that it is identified as 
confidential at the time of disclosure and that the disclosing party, within twentyone days after such disclosure, provides to the receiving party such information 
or a summary or description thereof in writing designed as confidential.
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6.2 Each party agrees that it will not permit the disclosure or use of any 
confidential information to or by any person, other than the Customer's 
or Yara's employees or consultants who are bound by similar restrictions 
of confidentiality without the prior written consent of the other and in any 
event only for fulfilling its rights and obligations under this Agreement. 
Each party shall use the same care to keep the other party's confidential 
information secure from unauthorised access as it would its own 
confidential information of like kind, but in any case, a minimum of 
reasonable care
6.3 Without granting any right or license, the provisions of this clause 6 shall 
not apply to any information which:
6.3.1 is in or comes into the public domain without breach of this 
Agreement; or
6.3.2 was in the possession of the receiving party prior to receipt from 
the disclosing party without an obligation of confidence; or
6.3.3 was obtained from a third party free to divulge such information; 
or
6.3.4 is independently developed by the receiving party without any use 
of the disclosed confidential information.
6.4 The Customer agrees that it shall not itself or through any subsidiary, 
agent or third party adapt, copy, sell, lease or license, or have any 
software or data written or developed for any third party, based on any 
confidential information supplied to it by Yara.
6.5 Nothing in this Agreement shall be construed to convey any title or 
ownership right to either party to the other party's confidential 
information.
6.6 Neither party shall be liable for disclosure of the other party's confidential 
information if and to the extent required by law or made in response to a 
valid order of a court, or authorised agency of government to which that 
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party is subject or submits, provided that notice is promptly given to the 
other party so that a protective order may be sought, and other efforts 
employed to minimise the required disclosure. The recipient shall 
cooperate with the disclosing party in seeking the protective order and 
engaging in such other efforts.
6.7 Each party acknowledges that any breach of this clause 6 would cause 
the non-breaching party immediate and irreparable injury for which 
financial compensation would not be sufficient and that the disclosing 
party shall be entitled, in addition to any other remedies available at law 
or in equity, to interim and permanent injunctive relief in the event the 
other party does not fulfil its obligations under this clause 6.
6.8 This clause 6 shall survive the termination of this Agreement and 
continue for three (3) years thereafter.
INTELLECTUAL PROPERTY RIGHTS
7.
7.1 The Customer acknowledges that copyright, patent and other Intellectual 
Property rights arising out of or related to the Software subsisting throughout 
the world are and shall be and remain wholly owned by, vested in and reserved 
to Yara and/or its Licensor. Nothing in this Agreement shall be construed to 
convey any title or ownership right to the Customer in or in relation to the 
Software or to any patent, copyright, trademark, or trade secret subsisting, 
embodied or contained therein.
7.2 The Customer agrees to include and not to alter or remove any applicable 
copyright, patent, trademark or other proprietary notice on all copies in 
whatever form of Software, software packaging or other material. The Customer 
shall notify Yara immediately of any knowledge or suspicion of any violations of 
the copyrights, trademarks or other Intellectual Property rights related to the 
Software.
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7.3 The Customer acknowledges that copyright, patent and other Intellectual 
Property rights arising out of or related to the Software subsisting throughout 
the world are and shall be and remain wholly owned by, vested in and reserved 
to Yara and/or the Licensor. Nothing in this Agreement shall be construed to 
convey any title or ownership right to the Customer in or in relation to the 
Software or to any patent, copyright, trademark, or trade secret subsisting, 
embodied or contained therein.
7.4 The Customer shall have access to the Software for purposes of executing the 
provisions of this Agreement.
7.5 Upon the request of Yara, the Customer undertakes to carry out any reasonable 
action to assist Yara to protect its or the Licensor’s Intellectual Property rights.
7.6 Any and all rights granted by Yara to the Customer under or in relation to the 
Intellectual Property rights of Yara will automatically terminate upon termination 
of this Agreement, for any reason, whatsoever.
LIABILITY AND INDEMNITY 
8.
8.1 The Customer shall indemnify and hold Yara harmless from and against any 
and all damages, losses, costs, claims, expenditure and liability arising out of 
or related to injury or death to persons or damage to property resulting from the 
Customer’s negligence or any negligence or wilful misconduct of the Customer, 
or its employees, agents or sub- contractors or fraud.
8.2 Yara, its affiliates, employees, agents, contractors and subcontractors and the 
Licensor will not be liable to the Customer for any loss or damage, whether in 
contract, tort (including negligence), breach of statutory duty, or otherwise, even 
if foreseeable, arising under or in connection with:
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8.2.1 use of, or inability to use, the Software; or
8.2.2 use of or reliance on any content displayed on the Software.
8.3 Yara, its affiliates, employees, agents, contractors and subcontractors and the 
Licensor will not be liable for any loss or damage caused by a virus, distributed 
denial-of-service attack, or other technologically harmful material that may 
infect the Customer’s computer equipment, computer programs, data or other 
proprietary material due to the Customer’s use of or downloading of any 
Software.
8.4 Yara, its affiliates, employees, agents, contractors and subcontractors and the 
Licensor shall further not be liable for damages resulting from the use of (or the 
inability to use) electronic means of communication of the Software, including, 
but not limited to, damages resulting from failure or delay in delivery of 
electronic communications, interception or manipulation of electronic 
communications by third parties or by computer programs used for electronic 
communications and transmission of viruses.
8.5 To the maximum extent permitted by law, Yara, its affiliates, employees, 
agents, contractors and subcontractors and the Licensor shall not be liable for 
any loss of crops, loss of profits, loss of sales, loss of business, business 
interruption, loss or corruption of data or information, loss of business 
opportunity, goodwill and/or reputation or any other damages, nor for any 
indirect or consequential losses, in either case arising out of or in any way 
connected with the provision or use and/or inability to use the Software or by 
way of indemnity. The foregoing limitations apply even if Yara has been notified 
of the possibility of such damage and notwithstanding the failure of essential 
purpose of any remedy. In the case of digital content, the Customer’s sole 
remedy in case of dissatisfaction shall be to discontinue the Customer’s use of 
digital content and request Yara to close any accounts that the Customer may 
have. To the maximum extent permitted by law, in the event that Yara and/or 
any affiliated entity is liable for the Customer’s losses under mandatory law, the 
maximum aggregate liability of Yara and/or its affiliates under this Agreement, 
whether by way of indemnity or otherwise, shall be limited USD10,000.00.
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8.6 Yara disclaims all expressed and implied warranties, conditions, 
representations, or other terms (including as to satisfactory quality, 
merchantability and fitness for a particular purpose) as to the Software to the 
fullest extent by applicable law. 
8.7 No representative, agent or salesmen of Yara has any authority to vary this 
Agreement or to make any representation on Yara’s behalf. Yara will not be 
liable for any damages and/or losses suffered as a result of any advice and/or 
recommendations made by any representative of Yara to the Customer. 
DURATION
9.
9.1 This Agreement will commence on the Effective Date and terminate on the 
expiration of the Initial Period. This Agreement may be terminated with 
immediate effect upon written notice, without prejudice to any other rights or 
remedies under this Agreement or in law, in any one of the following events:
9.1.1 by either party if the other party commits a material breach of this 
Agreement and fails to remedy such breach within thirty days after 
having been given written notice to do so; or
9.1.2 by either party if an Insolvency Event occurs with respect to the other 
party (where "Insolvency Event" means any of the following events: (i) 
any procedure commenced or steps taken with a view to the winding up 
of the other party, or circumstances arising which entitle a court of 
competent jurisdiction to make a winding-up order of the other party, (ii) 
any procedure commenced or steps taken with a view to the 
appointment of an administrator, receiver, administrative receiver or 
trustee in bankruptcy in relation to the other party, or any of its assets or 
undertakings, (iii) an administrator, receiver, liquidator, administrative 
receiver or trustee in bankruptcy is appointed in relation to the other party 
or any of the other party's assets or undertakings, or circumstances 
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arising which entitle a court of competent jurisdiction or a creditor to 
make such an appointment, (iv) the other party is unable to pay its debts 
as they become due or makes any arrangement or composition with its 
creditors, or any class of them, or makes an application to a court of 
competent jurisdiction for the protection of its creditors in any way, (v) 
the holder of any security over all or substantially all of the assets of the 
other party takes any step to enforce that security, (vi) all or substantially 
all of the assets of the other party are subject to attachment, 
sequestration, execution or any similar process, (vii) anything 
analogous to any of the events described above occurs in any 
jurisdiction) or (viii) if the other party is placed under business rescue; or
9.1.3 by Yara should the Customer purchase its fertilizer requirements from a 
competitor of Yara.
9.2 Upon the expiry or termination of this Agreement:
9.2.1 each party shall within thirty (30) days of the date of expiry or termination, 
return to the other or destroy all copies of Confidential Information and 
shall certify in writing (signed by an authorised signatory) the delivery or 
destruction of all such Confidential Information and copies thereof.
9.3 Subject to the Customer complying with all their obligations during the 
subsistence of this Agreement, the Customer will be entitled to renew this 
Agreement for a further period of three (3) years commencing from the first day 
following the expiration of the Initial Period. Should the Customer, at their 
discretion, elect to renew this Agreement, they will notify Yara as such in writing, 
not less than two (2) months prior to the Renewal Date.
9.4 Notwithstanding any provisions to the contrary hereto, it is specifically agreed 
that Yara will at all times be entitled to terminate this Agreement with three (3) 
months’ prior written notice to the Customer.
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FORCE MAJEURE
10.
10.1 Notwithstanding anything to the contrary herein contained, should either of the 
parties be prevented from fulfilling in whole or in part its obligations in terms of 
this Agreement, whether such prevention arises from force majeure, Act of 
God, war, civil commotion, pandemic, revolutions, fires, explosions, floods, 
political disturbances, acts of any Governmental or local authority, or any other 
cause whatsoever over which that party has no reasonable control, such party 
shall be exempted from liability to the extent and for the period it is thereby 
prevented from fulfilling its obligations. The party so prevented from fulfilling 
its obligations hereunder shall immediately notify the other to that effect and 
confirm this in writing, giving a full and complete explanation of the 
circumstances responsible for such failure or occurrence as well as the 
estimated duration thereof and, if requested, the action(s) such party is taking 
or proposes to take to remove the said circumstances with the least possible 
delay as well as the action(s) to be taken to prevent future recurrences.
10.2 Should such occurrence continue for a period of thirty (30) days or longer, 
either party may terminate this Agreement or any part thereof, unless the 
parties agree to continue on such new terms and conditions acceptable to both 
parties.
10.3 It is specifically agreed that financial inability shall not be regarded as an event 
of force majeure. 
ARBITRATION
11.
11.1 All disputes, differences or questions arising out of this Agreement or as to the 
rights or obligations to the Parties under it or in connection with its construction 
shall be referred to arbitration by a single arbitrator to be agreed between the 
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Parties or, failing agreement, within 14 days by an arbitrator to be appointed at 
the request of any Party by the Arbitration Foundation of South Africa The 
arbitration shall be in English and shall take place in Lusaka and shall be in 
accordance with the The United Nations Commission on International Trade 
Law (UNCITRAL)Arbitration Rules (as revised in 2021).
11.2 It is specifically agreed that the arbitration process as set out in this clause 11
shall be applicable to all disputes and that all disputes arising from this 
Agreement shall be governed by the Zambian law.
YARA DIGITAL FARMING TERMS AND YARA DIGITAL PRIVACY POLICY
12.
The parties specifically agree that the Yara Digital Farming Terms and the Yara Digital 
Privacy Policy with the following links are incorporated to this Agreement by reference 
thereto: 
12.1 Yara Digital Farming Terms | Yara International
12.2 Yara Digital Farming privacy policy | Yara International
Should there be any difference between the Yara Digital Farming Terms and the Yara 
Digital Farming Privacy Policy and this Agreement, the latter shall prevail. 
BREACH
13.
13.1 Should any of the parties be in breach with any of the provisions of this 
Agreement, the other parties shall, without prejudice to any of their other rights, 
be entitled to: 
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13.1.1 Claim immediate performance by the breaching party as well as 
damages; or
13.1.2 Cancel this Agreement and claim damages from the party being in 
breach.
DOMICILIUM AND NOTICES
14.
14.1 The parties choose as their respective domicilia citandi et executandi for all 
purposes under this Agreement, whether in respect of payments, court process, 
notices or other documents or communications of whatsoever nature the 
following addresses:
14.1.1 Yara: Sub 32, Farm 4300
Sandys Creation
Kafue Road
Lilayi
Zambia
14.1.2 the Customer: The address as stipulated in clause 4 of Annexure
“A”
14.2 Any notice or communication required or permitted to be given in terms of this 
Agreement shall be valid and effective only if given in writing, including by 
facsimile and email.
14.3 Either party may by notice to the other change the physical address chosen as 
its domicilium citandi et executandi to another physical address, provided that the 
change shall only become effective upon receipt of the notice by the addressee.
14.4 Any notice to a party which is:
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14.4.1 delivered by hand to a responsible person during ordinary business 
hours at its domicilium citandi et executandi shall be deemed to have 
been received on the day of delivery; or
14.4.2 sent by email shall be deemed to have been received on the day of 
transmission, should this be a business day, and if not, on the following 
business day, unless proven otherwise.
14.5 Notwithstanding anything contained to the contrary herein, a written notice or 
correspondence actually received by a party shall be an adequate written notice 
or correspondence to it notwithstanding that it was not sent to or delivered at its 
chosen domicilium citandi et executandi.
DISCLOSURE OF PERSONAL INFORMATION
15.
15.1 Both parties acknowledge and understand that the collection, collation, 
processing, storage and disclosure by the other party of their personal 
information will be conducted for purposes of the conclusion of and 
performance in terms of this Agreement, as required by the Zambian Data 
Protection Act, 2021.
YARA’S STANDARDS OF BUSINESS CONDUCT AND CODE OF CONDUCT 
16.
16.1 The Customer confirms that they are fully aware of the contents of the Yara
Code of Conduct and the Golden Rules annexed hereto as Annexures “C” and 
“D” and they undertake to at all times adhere thereto.
16.2 The Customer shall comply with all applicable laws, regulations, codes and 
sanctions relating to its operations wherever conducted, and in particular 
relating to human rights, bribery, corruption, money-laundering, accounting and 
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financial controls and anti-terrorism, including the Code of Conduct for Yara’s 
Business Partners (the current edition of which is annexed as Annexure “E”).
16.3 The Customer warrants, agrees and undertakes that in connection with the 
Agreement it has not and will not make, give, offer, promise or authorize any 
type of bribes, “facilitation” or “grease” payments by way of improper or illegal 
payment, gift, advantage or other thing of value, whether directly or indirectly, 
to any third party.
16.4 The Customer represents and warrants that except as otherwise disclosed in 
writing to Yara, no Public Official or its Close Relatives are presently:
(i) owning any Controlling interest in the Customer (directly or indirectly); 
or
(ii) has a right to any benefit if Yara enters into the Agreement with the
Customer. 
16.5 Yara may at any time and at its own cost and upon reasonable notice in writing 
perform regular integrity due diligence reviews and audits of the Customer, and 
its business partners who perform services or provide goods in connection with 
the Agreement, to ensure compliance with this clause. Subject to appropriate 
confidentiality procedures, the Customer shall fully cooperate with Yara in the 
performance of any such reviews and audits, and comply with any and all 
reasonable requests upon reasonable notice in writing for access to facilities, 
information, individuals and documentation.
16.6 The Customer shall ensure that all of its business partners who perform 
services or provide goods in connection with the Agreement do so only on the 
basis of a written contract, which imposes on and secures from such persons 
terms equivalent to those imposed on the Customer in this clause, including 
audit rights for the benefit of both Yara and the Customer. The Customer shall 
be responsible for reasonable and appropriate due diligence procedures prior 
to engaging its business partners in connection with the Agreement, and for 
monitoring the adherence and performance by such persons of its compliance 
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obligations. The Customer shall be directly liable to Yara for any breach by such 
persons of its compliance obligations, which affects Yara. 
16.7 Notwithstanding any other provision of the Agreement, Yara may, upon written 
notice to the Customer: 
(i) suspend payment of any fees or compensation hereunder if Yara
reasonably believes that the Customer has breached or failed to 
properly carry out any of its obligations set out in this clause; and/or 
(ii) terminate the Agreement if the Customer has materially breached or 
failed to properly carry out any of its obligations set out in this clause. As 
agreed from time to time, the Customer shall cooperate in arranging and 
participating in compliance trainings, seminars and projects at their own 
cost. the Customer shall without undue delay report any suspected 
infringements of this clause to Yara.
16.8 In this Clause:
(i) “Close Relative” shall mean an individual’s spouse, the individual’s and 
the spouse’s grandparents, parents, siblings, children, nieces, nephews, 
aunts, uncles, and the spouse of any of these people;
(ii) “Control” shall mean the ability to direct the affairs of another person, 
whether by virtue of the ownership of shares, contract or otherwise; and
(iii) “Public Official” shall mean anyone employed by or acting on behalf of, 
whether on a full or part time basis, a national, regional or local 
government; government owned or controlled company or other entity; 
employees or agents of public international organizations (such as the 
United Nations, European Union, World Bank and other international 
development organizations); political parties, political party officials and 
candidates for public office; and anyone else acting in an official capacity 
for or on behalf of a government agency or entity, including persons 
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holding a legislative, administrative or judicial post and members of the 
military and police.
MISCELLANEOUS
17.
17.1 Further Assurances
The Parties hereto agree to perform any further acts and to execute and deliver 
any available documents, which may be necessary or appropriate to carry out 
the purposes and the implementation of this Agreement.
17.2 Counterparts
This Agreement may be executed in any number of counterparts and by the 
different Parties hereto in separate counterparts, each of which when so 
executed shall be deemed to be an original and all of which when taken 
together, shall constitute one and the same Agreement.
17.3 Whole Agreement
This Agreement constitutes the whole agreement between the Parties as to the 
subject matter hereof and no agreement, representations or warranties 
between the Parties other than those set out herein are binding on the Parties.
17.4 Variation, cancellation and waiver
No addition to or variation, consensual cancellation or novation of this 
Agreement and no waiver of any right arising from this Agreement or its breach 
or termination shall be of any force or effect unless reduced to writing and 
signed by all the Parties or their duly authorised representatives.
17.5 Relaxation
No latitude, extension of time or other indulgence which may be given or 
allowed by any Party to any other Party in respect of the performance of any 
obligation hereunder or enforcement of any right arising from this Agreement 
and no single or partial exercise of any right by any Party shall, under any 
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circumstances, be construed to be an implied consent by such Party or operate 
as a waiver or a novation of, or otherwise affect any of that Party's rights in 
terms of or arising from this Agreement or estop such Party from enforcing, at 
any time and without notice, strict and punctual compliance with each and every 
provision or term hereof.
17.6 Severability
If any provision of this Agreement is found to be in violation with the law of 
Zambia and/or is invalid and unenforceable, such provision shall be deemed to 
be deleted from this Agreement and the remaining provisions of this Agreement 
shall continue in full force and effect and the Parties shall use their best 
endeavours to procure that any such provision is replaced by a provision which 
is valid and enforceable and which gives effect to the spirit of this Agreement.
17.7 Legal Costs
17.7.1 Each party shall bear and pay its costs of negotiating, drafting, preparing 
and implementing this Agreement.
17.7.2 All legal costs incurred by either Party in successfully enforcing its rights 
against the other Party in consequence of any breach of this Agreement 
shall be payable by the defaulting Party, on demand, and shall include 
collection charges, the costs incurred by such Party in endeavouring to 
enforce such rights prior to the institution of legal proceedings and the 
costs incurred in connection with the satisfaction or enforcement of any 
judgment or Court order awarded in favour of the successful Party in 
relation to its rights in terms of or arising out of this Agreement.
23
SIGNED at ___________________ on this ___ day of __________________ 20____.
AS WITNESSES:
1. ____________________ _____________________________
For and on behalf of Yara
2. ____________________
SIGNED at ___________________ on this ___ day of __________________ 20____.
AS WITNESSES:
1. ____________________ _____________________________
For and on behalf of the Customer
2. ____________________
24
ANNEXURE “A” 
1. THE CUSTOMER: 
_____________________________________________
Registration number: ____________________________
or
_____________________________________________
Identity number: _______________________________
2. THE EFFECTIVE DATE: ________________________________
3. THE CUSTOMER’S EMAIL ADDRESS: _____________________________
4. THE CUSTOMER’S DOMICILIUM CITANDI ET EXECUTANDI: 
______________________________________________________________
______________________________________________________________
______________________________________________________________
25
ANNEXURE “B”
SOFTWARE
Schedule A: Platform definition
Technical components
The platform consists of the following technical components that together offer a multichannel user interface to interact with the solution and deliver the functionality of the 
platform.
User interfaces
- Android Native app made available via the Google Play store
- IOs native APP made available via the Apple AppStore
- Web interface made available via a public assessable web URL
The platform is divided into two functional sections:
Section 1: 
- Map Analysis (functionality to view uploaded maps as visual representations, 
based on externally produced shape files)
o Viewing of
▪ Chemical maps (top soil and sub soil)
▪ Soil Physical Characteristic maps
▪ Yield maps
o Rainfall capturing
o Compare Analysis
o Pin Analysis (GPS based data representation)
- Virtual Consultant 
- Field Admin 
- Profile management 
Section 2: 
NDVI Imagery
26
o Nutrient Index maps o Crop Growth warning model ▪ Email notification ▪ In-App notification o Hotspot maps
27
ANNEXURE “C”
YARA CODE OF CONDUCT
Hereby incorporated by reference into this Agreement and available at
https://www.yara.com/siteassets/ethics-and-compliance/policies/code-ofconduct/code-of-conduct-english.pdf/
28
ANNEXURE “D”
GOLDEN RULES
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ANNEXURE “E”
CODE OF CONDUCT FOR YARA’S BUSINESS PARTNERS
Hereby incorporated by reference into this Agreement and available at 
https://www.yara.com/siteassets/ethics-and-compliance/policies/code-of-conduct-forbusiness-partners/code-of-conduct-for-yaras-business-partners---english.pdf/