MEMORANDUM OF UNDERSTANDING

Between

KCB FOUNDATION

and

OMIRO VOCATIONAL TRAINING CENTRE

ON

PROVISION OF SKILLS TRAINING UNDER 2JIAJIRI

This Memorandum of Understanding (Agreement) is made on the 30TH day of APRIL.2024.

BETWEEN

a KCB FOUNDATION, having its registered office at Kencom House, Moi Avenue P.O. Box 48400-00100,
Nairobi, Kenya; (hereinafter referred to as “The Foundation” which expression shall where the context so
admits include its successor in title and assigns) on the first part.

And

b OMIRO VOCATIONAL TRAINING CENTRE, is registered by the TEVETA. as a Technical and

Vocational College and holds registration certificate number MOYAS/DYT/NYZ/RCY/PC/01
Each referred to as a “Party” and together referred to as the “Parties”.

WHEREAS

A. The Foundation is a charitable Trust established by the KCB Bank Group dedicated to community
development programmes in the jurisdiction of the KCB Bank Group to transform lives by ending extreme
poverty and hardship by supporting programmes in Enterprise development, Education, Environment, Health,
and Humanitarian aid.
B. OMIRO VTC. is a Public Technical Training Institute and holds business registration certificate number
0492 and registered under the MINISTRY OF EDUCATION under registration certificate number
MOYAS/DYT/NYZ/RCY/PC/01.
C. OMIRO VTC was established in the year 1977 to be a market leader in providing quality technical and
vocational training to meet the needs of the market.
D. The Foundation has established the 2Jiajiri programme aimed at formalizing the Informal Sector skilling for
self-employment’ that seeks to create jobs and wealth by making deliberate investments directed at attempting
to solve the youth unemployment and stagnation of existing small informal and agriculture-based businesses.
The programme aims at enabling new and existing entrepreneurs across the country to overcome the barriers
they face to business success by providing technical and business skills training, access to finance, business
assets, access to mentors and business networks.
E. The Foundation and OMIRO VTC have expressed their mutual interest and consensus to pool resources, skills
and experiences of both organizations in order to enable youth and entrepreneurs in the informal sector in poor
urban and rural communities to start and grow their businesses.
F. The Foundation has awarded an assignment to OMIRO VTC to train and provide industrial attachment
services to its program beneficiaries in relevant trades.
G. Consideration of the mutual rights, obligation promises, and undertakings contained herein, the sufficiency
whereof is acknowledged by the Parties.

IT IS HEREBY AGREED:

1. DEFINITIONS AND INTERPRETATION

1.1 “Bank” means KCB Bank Kenya Limited.

1.2 “Business Day” means Monday to Saturday with the exclusion of Public holidays.
1.3 “Effective Date” means the date of execution of this Agreement by both Parties.
1.4 "Force Majeure Event" means any event affecting the performance by a Party of its obligations or making
such performance impossible or so impracticable as to be considered impossible in the circumstances.
Force Majeure events include all acts, events, or incidents beyond a Party’s reasonable control for example
acts of God, riots, war, armed conflict, civil strife, acts of terrorism, acts of government or regulators, fire,
unforeseen power outages, adverse weather conditions including flood, storm or earthquake, or disaster,
geographical topography.
1.5 “KCBF projects” means KCB Foundation projects.
1.6 “Party” means either the Foundation and the OMIRO VTC hereinafter collectively referred to as Parties.
 1.7 “Safeguarding” is the action that is taken to promote the welfare of children and protect them from harm.
Safeguarding means: protecting children from abuse and maltreatment.
1.8 “Safeguarding Issues / Concerns” A safeguarding concern can relate to risk of abuse or neglect. There
must be a focus on the prevention of abuse and neglect.

2. REPRESENTATIVES
OMIRO VTC and the Foundation shall each appoint a representative to manage the partnership in accordance
with the terms of reference laid out in this Agreement.

3. OBLIGATIONS OF THE INSTITUTION

3.1 Provide teaching staff that will conduct hands-on training on Light vehicle
Mechanics, masonry, fashion & design, electrical installation, hairdressing and
Beauty therapy, food and beverages, carpentry & joinery and metal processing
Technology
3.2 Ensure provision of KCB Account and continuous banking with KCB for fee / tuition payment.
3.3 Provide minimum 3 months Internship or attachment opportunities for the students.
3.4 Provide accurate information to the Foundation on the internship and industrial attachment on start and
end dates and graduation dates at beginning of the period.
3.5 Ensure that all teaching staff attend class and provide quality training as depicted in the school timetable
and course outline.
3.6 Ensure structures are in place to prevent and respond to safety and protection of the students and ensure
KCB Foundation is notified in the event of an abuse to the student.
3.7 Record / document and track class attendance of all 2jiajiri students and provide a report to KCB
Foundation at the end of each term as per the approved template.
3.8 Keep record of class performance of each 2jiajiri student and provide a report to KCB Foundation at the
end of each term.
3.9 The school to thrive to ensure students supported by KCB Foundation qualify and pass their exams.
3.10 Share class attendance register for the beneficiaries to prove 80% class attendance for payment of fee to be
processed.
3.11 Provide conducive teaching environment to the students during the entire semester.
3.12 Ensure that the school has all the necessary facilities and equipment respective to each course.
3.13 Ensure the school has a library with a good supply of books and a quiet space for reading.
3.14 The school to only use the student list approved by KCB Foundation. The school shall not under any
circumstances alter the student’s list sent by KCB Foundation unless with a written approval from KCB
Foundation.
3.15 Provide a venue that will be used to conduct Business Development Training and Soft Skills Training by
KCB and or KCB Foundation on selected dates as agreed by both parties.
3.16 Provide KCB Foundation with NITA or In-House results of each sponsored student as soon as their results
are sent to the school by the Examining Body.
3.17 Submission of receipts against paid invoices for reconciliation of accounts and communicate.
3.18 Issuance of course completion certificates to the trainees which is a requirement for financing.
3.19 The school to seek KCB Foundation’s approval in matters regarding any communication touching on the
2jiajiri program.
3.20 Assist in targeted mobilization of beneficiaries through agreed upon model.
3.21 Always appoint a contact person as liaison with KCB and communicate an alternative if unavailable.
3.22 Confirm school fees paid to school account by attaching a letter with a list of all beneficiaries.
3.23 Provide access to all records/reports including access to students for feedback session KCB
Foundation team during monitoring visits.
3.24 Submit Monthly progress reports as per the Monthly reporting template provided by KCB Foundation
3.25 During the duration of the Agreement, both parties may use and reproduce the partner’s name, logo, and
emblem but only in connection with the Project and only with the prior written consent of both parties.
Such consent can be withdrawn at all-time by both parties. In such an event, both parties shall
immediately cease their use.
3.26 In any instance, the image and reputation of both parties shall be protected and shall not be tainted by
inappropriate communication or endeavour by both parties.
 3.27 Both parties will consult with, and obtain prior written consent from each other, prior to the publication or
release of any information relating to its activities that may have an adverse impact on the reputation of
either party.
3.28 Any other activity that will jointly be agreed by both Parties.

4 KCB FOUNDATION’S OBLIGATIONS

4.1 In collaboration with school mobilize and recruit candidates for the 2jiajiri programme that meet criteria
as per the 2jiajiri programme policy.
4.2 Design, Review and Approve all Advertisement tools that communicate the interview specifics.
4.3 Organise and Conduct interviews objectively to select the best suited candidates.
4.4 Based on results from interviews as decided by panellists, communicate to the selected finalists on their
success through phone calls or messages.
4.5 Provide confirmed list of interview qualifiers to the schools. The list of students provided by KCB
Foundation to the TVET schools shall not be subject to any alteration whatsoever by any representative of
the school, unless approved on official lettering from KCB Foundation. The penalty for the Institution
breaching this clause (3.14) without authorisation from KCB Foundation shall lead to the Institution
bearing the cost of the substituting student’s(s’) school fee and any other fee as indicated in the fee
structure.
4.6 Make timely tuition Fee and Examination Fee payments as stipulated in the fee structure of the school.
4.7 Provide commercial and market linkages for programme beneficiaries as opportunity arises.
4.8 Provide the list of the students to be provided with training, internship, and industrial attachment
opportunities to the TVET School.
4.9 Provide business incubation and business development services for students trained in vocational skills
under the Foundation’s Projects and provide access to loans to those who meet the Programme’s
requirements.
4.10 Provide the monitoring and evaluation framework and reporting requirements.
4.11 Any other activity that will jointly be agreed by both parties.

5. CONFIDENTIALITY
5.1 Omiro VTC. (“Receiving Party”) shall keep in confidence the Confidential Information using the same
degree of care it uses to protect its own confidential or proprietary information, but in any event no less
than reasonable care. Omiro VTC. also agrees not to use or disclose such Confidential Information to any
person or for any purpose except as necessary to perform its obligations under this Agreement unless it has
received the prior written consent of the Foundation to any other use or disclosure of Confidential
Information. Omiro VTC. Shall use all reasonable precautions to prevent inadvertent use, copying, transfer
or destruction of any Confidential Information.

5.2 The provisions of clause above shall not apply:

a. to any information that is available to the public or is in the public domain or is in the
possession of Omiro VTC at the time of such disclosure, without breach of this
Agreement.
b. If disclosure is required by applicable law, regulation governmental body or authority or by court
order.
c. to any information which following disclosure to the name of the Omiro VTC. becomes available to
the Oniro VTC. from a Person other than the Foundation and that Person is not bound by any
obligation of confidentiality in relation to such information.

5.3. Upon termination of this Agreement and upon request of the Foundation (and subject to any provisions
of governing law relating to the disposal of the Confidential Information and retention of records ),
Omiro VTC hall immediately return the Confidential Information to the Foundation or, at the direction
of the Foundation, Omiro VTC shall dispose of all Confidential Information, in each case using adequate
physical, organizational and technological security measures to protect such Confidential Information
against loss, theft and unauthorized access, disclosure, copying, use, or modification.
5.4. The Parties will advise its employees to whom the Confidential Information is disclosed of their
obligations under this Contract.
 5.5. In the event that a Party is legally compelled to disclose Confidential Information, it will be entitled to
do so provided it gives the Other Party reasonable notice of such required disclosure to enable the other
party to procure a preventive order if possible.
5.6. The obligation of confidentiality by each party shall survive the termination of this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Both parties agree to irrevocably assign the copyright under this Agreement to each entity based on the
strength and contribution of such output such as but not limited to plans, drawings, database, images,
specifications, designs, reports, other documents, etc. hereinafter collectively referred to as “Materials”.
Materials produced because of the work covered under this Agreement together with all relevant data and
supporting materials compiled in performing the Services must not be used for any purpose unrelated to
this Agreement. Both parties agree not to cause or to permit anything, which may damage or endanger
the Intellectual Property of the Foundation, or its title to it to assist or allow others to do so. Omiro VTC
shall hand over all Materials to the Foundation and shall desist from use, reproduce, publish, telecast,
sub-license through any media the information gathered/produced from this service.
6.2 Omiro VTC shall procure any third-party rights with consent from the Foundation in respect to Materials
that it requires to execute this Agreement.
6.3 Omiro VTC further acknowledges that, in the course of performance of the Agreement, Omiro VTC may
use pre-existing products, materials and methodologies proprietary to Omiro VTC, hereinafter
collectively referred to as “Pre-Existing Works”. To the extent Omiro VTCprovides any Pre-existing
Works hereunder, Omiro VTC hereby grants to KCB Foundation, a non-exclusive, worldwide, perpetual,
irrevocable paid-up license to use such Pre-existing Works in any medium and to grant others the rights
granted therein.
6.4 The Omiro VTC warrants that none of the Services, including the Materials, will infringe the intellectual
property right of any third party. Omiro VTC in this regard agrees to indemnify the Foundation on
demand against any claims by third parties.
6.5 The Omiro VTC and their personnel shall not publish, disclose or divulge any of the Materials produced
under this Agreement to any third party unless directed in writing to do so by the Foundation.
6.6 Under no circumstances should the Omiro VTC or its personnel interact with or disclose any information
about this Agreement to or through any media, without prior approval of the Foundation. Any violation
of this condition shall agreement to breach of this Agreement. However, if permitted, the Omiro VTC
shall give due credit to the Foundation in such disclosures.
6.7 Notwithstanding anything provided in this Clause 6 the Omiro VTC shall be at liberty to use any
intellectual property or materials for purposes of improvement of the Omiro VTC or any of its programs
and development of education and training.
6.8 The Omiro VTC assures that the Foundation’s Intellectual Property Rights have not and will not be
copied wholly or in part from any other work or material and/or the Omiro VTC will not and has not
granted or assigned any rights of any nature in the Foundation’s Intellectual Property Rights to any third
party.

7. THE INSTITUTION’S WARRANTIES

7.1 The Institution warranty is duly registered, validly existing, and in good standing in the jurisdiction of its
formation and is qualifies to do business therein and in all such other jurisdictions as the nature of its
business activities and properties may require.
7.2 It has the right and power to enter into and perform its duties hereunder; has taken all requisite actions to
authorize execution, delivery and performance of this Agreement and the transactions contemplated
hereunder, and has duly authorized, executed and delivered this Agreement.
7.3 It shall perform their obligations under this Agreement in a timely, competent, and workman like manner
in accordance with generally accepted professional standards.
7.4 It has sought all the necessary approvals, authorizations, and consents of any governmental and the
regulatory authority necessary to perform its obligations under this Agreement.
7.5 It shall comply with all applicable laws, rules, regulations, and policies of the Republic of Kenya.
 7.6 It shall ensure that the Intellectual Property of KCB Foundation is utilized only for the purposes as set
out in this Agreement.
7.7 Each of its employees assigned to perform services shall have the requisite skill, training, and
background so as to be able to perform in a competent and professional manner and that all services shall
be performed in a workmanlike manner in accordance with this Agreement.
7.8 It shall perform its obligations as specified herein with reasonable care and skill.
7.9 It has taken all the necessary insurance covers for the performance of this Agreement.

8. INDEMNITY

8.1. The institution agrees to defend, indemnify, and hold harmless the Foundation against any and all claims,
losses, penalties, causes of action, damages, liabilities, costs, expenses (including but not limited to
attorney’s fees and costs) or claims caused by or resulting directly or indirectly from any Third-Party
claim, suit, action, claim, investigation or proceeding brought against the Foundation including the below
listed actions.
8.2. Failure by the institution to perform any of its obligations under this Agreement, in accordance with the
provisions of this Agreement.
8.3. Damages caused to the Foundation or Third Party occasioned by the Name of the institution.
8.4. The institution’s breach of its representation or warranties, covenants, obligations, or any other terms of
this Agreement (including Schedules attached herein) by Name of the institution and/or its
employees/agents/affiliates/contractors.
8.5. The institution non-compliance with any laws, rules or regulations applicable to performance of its
obligations under this Agreement.
8.6. Any act, commission or omission, negligence, fraud, forgery, dishonesty or misconduct of the Name of
the institution and/or its employees/agents/affiliates/contractors.
8.7. Any agreements, including taxes, interest and penalties assessed against the Foundation that are the
responsibility of Name of the institution.
8.8. Infringement of third-party intellectual property rights

9. SAFEGUARDING
Each Party commits to ensure structures are in place to prevent and respond to safeguarding aspects and ensure that
the other party is immediately notified in the event of safeguarding issue involving its beneficiaries. Through the
partnership, parties will ensure that children, women, youth who are participating in the project are protected from
all forms of violence, abuse, exploitation, and neglect in all its programmes, preventative actions are prioritized, and
accountability is ensured.
By this Agreement Omiro VTC commits to abide by its functional Safeguarding Policy and or that you have read
and understood KCB Foundation’s Safeguarding Policy available at https://kcbgroup.com/foundation/

10. NOTICES

10.1. Any and all notices, demands and other communications (“Notices”) may be sent by any Party to the
other Parties by hand, pre-paid courier service, email or facsimile transmission to the physical and
electronic addresses and facsimile transmission numbers of the other Party or at any other physical or
electronic addresses notified by that Party or facsimile transmission number(s) notified by that Party.
10.2. Any and all Notices shall be in English.
10.3. Any Notice shall be deemed to have been duly received by the addressee (if given or made by facsimile
transmission or email) at the time it was sent provided that any notice dispatched after 17.00 hours on
any day shall be deemed to have been received at 08.00 hours on the next Business Day or (if delivered
by hand) on the date of delivery when left at the specified address or (in any other case) if sent by prepaid
registered mail or courier it shall be deemed to have been received by the addressee on the eighth (8 th)
Business Day following the date of such posting in the case of registered mail or third (3 rd) Business Day
after delivery to the courier and in proving the same it shall be sufficient to show that the envelope
containing the same was duly addressed with requisite courier charges paid
 10.4. The parties each designate the following individual(s) in their respective organisations who shall be
responsible for the transmission of notices, Propriety Information and for recording its disclosure and
receipt hereunder:

KCB FOUNDATION: Teddy Orachah

KENCOM HOUSE
P.O. Box: 48400, Nairobi, Kenya
Cisco - 13553
Torachah@kcbgroup.com

NAME OF THE INSTITUTION

Omiro Vocational Training Centre
P.O Box 387-40222
Oyugis
Tell: 0702257623
mollyachiengochanda@gmail.com

11. DISPUTE RESOLUTION

11.1. Both Parties appreciate that this Agreement is implemented within a spirit of collaboration, respect and
trust. As such, any issues that may arise from time to time will be promptly communicated to the other
Party. It is the desire of the Parties to settle issues amicably through their representatives and without
external involvement or interference.
11.2. The parties shall attempt to resolve any dispute(s) arising out of or relating to this Agreement through
negotiations between senior executives of the parties, who have authority to settle the same.
11.3. Any dispute or disagreement which cannot be resolved by both parties and any controversy claim or
dispute otherwise arising in connection with this Agreement or breach thereof, shall be referred to
mediation. In the event the dispute is not resolved within ten (10) days the same shall be referred to
arbitration to an arbitrator to be appointed in accordance with and subject to the provisions of the
Arbitration Act, Chapter 49 of the Laws of Kenya and rules made there under as amended from time to
time and the decision of the Arbitrator shall be final and binding upon both parties. Place of arbitration
shall be Nairobi, Kenya.
11.4. None of the provisions in this section shall preclude either Party from seeking interim relief on an urgent
basis from a court of competent jurisdiction pending the decision of the arbitrator or the mediator.

12. GOVERNING LAW

12.1. The Laws of the Republic of Kenya shall govern the validity, construction, and performance of this
Agreement.

13. FORCE MAJEURE

13.1. The Parties shall not be liable to the other for non-performance (either in whole or in part) or delay in
performance of their respective obligations if caused by Force Majeure. While such Force Majeure
subsists, the party so affected shall be relieved of liability to the other for failure to perform its
obligations hereunder and such obligations shall be suspended until such time as performance can be
resumed (provided that the relevant affected party could not have prevented the failure or delay by taking
reasonable precautions or measures).

13.2. Unavailability of an employee of either Party for whatever reason shall not constitute Force Majeure and
shall not relieve the affected Party of its obligations.

13.3. A Party shall immediately notify the other Party as soon as it becomes aware that it is unable to perform
the Services as a consequence of Force Majeure and shall use all reasonable endeavours to provide the
other Party with a suitable alternative service so as to keep to a minimum the adverse effects of the lack
of any of the Services.
 13.4. Without prejudice to any other rights of the other Party if for any reason a Party gives written notice that
it is unable to provide the Services or any of them or provide the other Party with a suitable alternative or
a Party fails to perform the Services (or any part of them) for whatever reason, a Party not affected shall
be entitled to make such arrangements for the provision of that part of the Services that the affected Party
is unable to perform during such time as the affected Party does not provide the Services and for such
period as the other Party considers reasonable.

13.5. Not later than fourteen (14) days after a Party affected by the Event of Force Majeure has become unable
to perform a material portion of the contract, the Parties may consult with each other with a view to
agreeing on appropriate measures to be taken in the circumstances.

13.6. In the event that the Parties are unable to agree on the appropriate measures, the aggrieved party shall
have the right to terminate the Agreement.

14. TERM AND AMENDMENT

14.1. The Parties obligations under this Agreement will come into effect on the Effective Date and will
continue in force for a period of 2 Years (twenty-four months (24) months) with a renewal option by
consent of both Parties in writing unless terminated in accordance with the provisions of this Agreement.
14.2. The terms of this Agreement will be considered to have been met when all the agreed responsibilities for
each party have been carried out in a satisfactory manner and which is in agreement with the Foundation
within the time as herein provided.
14.3. Either Party may terminate this Agreement if the other Party breaches any material term or condition of
this Agreement and fails to cure such breach within 14 days after receipt of written notice of the same.
14.4. Furthermore, the following can be grounds for termination of this Agreement:

14.4.1. If either party provides at least three months’ notice indicating the reason for termination.
14.4.2. If either Party is placed in liquidation or declared bankrupt.
14.4.3. If either Party has the licenses that allow it to transact its businesses revoked.
14.4.4. If either Party is deregistered from legal governing registry bodies.
14.4.5. Notwithstanding anything to the contrary express or implied elsewhere in this Agreement, KCB
Foundation may terminate this Agreement at any time for convenience by serving upon Omiro
VTC a written notice of thirty (30) Business Days.
14.4.6. In the case of termination of the Agreement from Omiro VTC’s side, KCB Foundation retains the
right of ownership of any approved and KCB Foundation purchased equipment, tools and/or
materials.
14.5. The termination of this Agreement, however arising, shall be without prejudice to the rights accrued to
the parties prior to termination.
14.6. Upon termination, all forms of Intellectual Property including content supplied by the Foundation and all
Confidential Information shall be promptly returned to the Foundation.
14.7. Upon termination of this Agreement, the Foundation reserves the right to withhold any payments in the
event of non-performance of the services by Omiro VTC as outlined herein.
14.8. No compensation shall be payable to either parties for any termination of this Agreement in accordance
with its terms, whether for any capital investment made by Omiro VTC, for the cost of any capital
equipment, for loss of business or lost profits, for any staff costs or for any loss of expectation or
goodwill.

15. LIMITATION OF LIABILITY

15.1. Nothing in this clause excludes or limits the liability of the either party for:
15.1.1. Fraud or fraudulent misrepresentation.
15.1.2. Death or personal injury caused by a party (or its employees’, agents’ or sub-contractors’) negli-
gence; or
15.1.3. Any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or
limit, its liability.
 15.2. Subject only to the limitations set forth in this Section, either party shall be held liable for any breach of
its obligations, warranties and representations under this Agreement for damages actually incurred by the
other Party as a result of such breach.

16. MISCELLANEOUS
16.1. No change, modification, alteration, or addition to any provision, or waiver of any provision of this
Agreement shall be binding unless contained in writing and signed by each Party.
16.2. This Agreement may be executed in any number of counterparts each of which when executed and
delivered shall be an original, but each engrossment shall together constitute one and the same instrument
and shall take effect from the time of execution of the last engrossment.
16.3. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
16.4. This Agreement constitute the entire agreement between the Parties hereto concerning the subject matter
hereof and supersedes any prior or contemporaneous agreements and understandings concerning the
subject matter hereof.
16.5. No Party may assign any rights under this Agreement.
16.6. No delay or omission on the part of any of the Parties in exercising any right, power or remedy provided
by law, or under this Agreement, shall impair such right, power or remedy or operate as a waiver thereof,
and the single or partial exercise of any right, power or remedy provided by law, or under this
Agreement, shall not preclude any other or further exercise of it or the exercise of any other right, power
or remedy.

17. DATA PROTECTION

Each Party shall be bound by the Data processing Agreement at Schedule 1 of this MOU.
 DATA PROCESSING AGREEMENT

This Data Processing Agreement (‘DPA’) is made by and between:

KCB Bank Kenya Limited

Kencom House.
Moi Avenue
P.O. Box 48400 - 00100,
Nairobi, Kenya.
('KCBF')

and

NAME OF THE INSTITUTION

OMIRO VOCATIONAL TRAINING CENTR
P.O BOX 387 – 40222
OYUGIS, KENYA
('The Collage’)

(KCBF and the Academy hereinafter also separately referred to as 'Party' and jointly as 'Parties')

This Data Processing Agreement (“DPA”) forms part of the Agreement between KCB Foundation (“KCBF”) and
OMIRO VTC (Collage) dated 09/05/2024 and KCB Group PLC Data Protection and Privacy Policy available at
www.kcbgroup.com effective 30th day of April 2024.

WHEREAS:
A. KCBF through its operations is a data controller and/or data processor.
B. The performance of the Academy’s obligations under the Agreement is subject to collecting, processing and/or
storing Personal Data or Sensitive Personal Data of KCBF’s customers, vendors/suppliers, employees, End
Users, beneficiaries and/or other stakeholders.
C. KCBF requires that all Personal Data or Sensitive Personal Data collected, processed and/or stored by the
Academy (hereinafter referred to as “the Processor”) shall be subjected to the privacy requirements of the KCB
Group Plc Data Protection and Privacy Policy.
D. The Parties are entering into this DPA for the purpose of updating the data processing terms of the Agreement
and to comply with the provisions of the Data Protection Laws.

NOW IT IS HEREBY AGREED as follows:

1. INTERPRETATION
1.1. Definitions

All capitalized terms that are not expressly defined in this DPA will have the meanings given to them in the
Agreement. The capitalised terms are defined as follows whereby the use of the singular will include the plural and
vice versa:
1.1.1. “Data Controller” means a natural or legal person, public authority, agency or other body which,
alone or jointly with others, determines the purpose and means of processing of personal data;
1.1.2. “Data Processor” means any person or body who/which processes personal data on behalf of KCBF.
1.1.3. “Data Protection Laws” means EU General Data Protection Regulation (EU) 2016/679 (GDPR),
Data Protection Act No. 24 of 2019, Laws of Kenya and the data protection or privacy laws of any
other country.
1.1.4. “Data Subject” means an identified or identifiable natural person who can be identified, directly or
indirectly, in particular by reference to an identifier such as a name, an identification number, location
data, an online identifier or to one or more factors specific to the physical, physiological, genetic,
mental, economic, cultural or social identity of that natural person.
1.1.5. “Data Subject Request” means any inquiry, request or complaint received from or relating to a Data
Subject including a request by a Data Subject to exercise Data Subject rights under the Data Protection
Laws.
1.1.6. “Personal Data” means any information relating to an identified or identifiable natural person
provided by KCBF for the performance of the Agreement.
1.1.7. “Regulator” means the Office of the Data Protection Commissioner in Kenya or such other
supervisory authority as KCBF may be subject to due to the nature of its business or operations at any
time before or during the term of the Agreement.
1.1.8. “Restricted Transfer” means (i) a transfer of Personal Data from KCBF to the Processor; or (ii) an
onward transfer of Personal Data between two organisations of a Processor or between the Processor
and a Sub-processor.
1.1.9. “Sub-processor” means any person (including any and any affiliate of the Processor) appointed by or
on behalf of the Processor to process Personal Data in connection with the Agreement.
1.1.10. “Sensitive Personal Data” means data revealing the natural person's race, health status, ethnic social
origin, conscience, belief, genetic data, biometric data, property details, marital status, family details
 including names of the person's children, parents, spouse or spouses, sex or the sexual orientation of
the Data Subject.
1.1.11. “Third party” means natural or legal person, public authority, agency or other body, other than the
Data Subject, data controller, data processor or persons who, under the direct authority of the data
controller or data processor, are authorised to process personal data.
1.1.12. The terms, “Anonymization”, “Consent”, “Controller”, “Data Protection Officer”, “Data
Subject”, “Encryption”, “Filing System”, “Personal Data Breach”, “Processing”,
“Pseudonymisation” and “Technical and organizational security measures” shall have the
meanings in the Data Protection Act, and their cognate terms shall be construed accordingly.

2. Data Use and Processing

2.1. Purpose: As set out in the Agreement.
2.2. Nature of processing: This is set forth in Schedule 1
2.3. Categories of Personal Data : Personal Data uploaded and shared with the Processor or collected on
behalf of KCBF for the performance of the service under the Agreement which include customer title,
name, photographs, marital Status, nationality, occupation, residence, physical and postal address, phone
number, identity document type and number, date of birth, age, gender, email and social media address,
signature specimen, employment details, estimated monthly income levels, education, transaction and
account status information, cookie ID, mobile ID, IP address, next of kin details and any Personal Data as
agreed in writing by the Parties.
2.4. Sensitive Personal Data (if applicable): Parties shall apply restrictions and additional security measures
that fully take into consideration the nature of the data and the risks involved, such as strict purpose
limitation, access restrictions, keeping a record of access to the data and restrictions for onward transfers.
2.5. Compliance with Laws: Personal Data shall be processed in compliance with the terms of this DPA and
all Data Protection Laws.
2.6. Documented Instructions: The Processor shall process Personal Data only in accordance with KCBF’s
documented instructions or as specifically authorized by this DPA and the Agreement. The Processor will
unless legally prohibited from doing so, inform KCBF in writing if it reasonably believes that there is a
conflict between KCBF’s documented instructions and applicable law or otherwise seeks to process
Personal Data in a manner that is inconsistent with KCBF’s documented instructions.
3. Obligations of the Processor
The Parties acknowledge and agree that, in providing services as per the Agreement, Personal Data will be
shared with the Processor.
The Processor agrees, warrants and covenants:
3.1. That it shall comply with all applicable Data Protection Laws in processing of Personal Data.
3.2. To process Personal Data only in accordance with the Agreement and on any relevant KCBF’s
documented instructions.
3.3. To ensure any data processing is consistent with the specified and agreed purpose for which the Personal
Data was shared.
3.4. That it shall implement and maintain appropriate technical and organizational security measures in relation
to processing Personal Data to prevent unauthorized or accidental access, collection, use, disclosure,
copying, modification, disposal or destruction of personal data or other similar risks, which shall ensure a
level of security appropriate to the risk including as appropriate:
i. Pseudonymisation and encryption.
ii. The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing
systems and services.
iii. The ability to restore the availability and access to Personal Data in a timely manner in the event
of a physical or technical incident.
 iv. A process for regularly testing, assessing and evaluating the effectiveness of the measures to
ensure the security of Personal Data from a reasonably suspected or actual accidental or unlawful
destruction, loss, alteration, unauthorized disclosure, or access.
3.5. That in the event of an actual or imminent Personal Data Breach the Processor shall:
3.5.1. Notify KCBF without undue delay and in any case within 48 hours of becoming aware of such
breach.
3.5.2. Investigate and immediately take action to contain, mitigate the effects of and remediate any security
incidences and record on the actions taken to rectify the leakage and /or any measures put in place to
avoid such incidences in the future.
3.5.3. Provide KCBF with full and prompt cooperation and assistance in relation to any investigation,
mitigation, and/or remediation it may undertake as a result of the Personal Data Breach.
3.5.4. Restore the availability or access to Personal Data in a timely manner.
3.5.5. Reimburse KCBF for any costs and/or expenses incurred in connection with investigations, or
proceedings by a Regulator, Data Subject, or any other third party(ies) in the event of such breach.
3.6. That it shall not transfer or authorize any cross-border transfer without the prior written consent of KCBF.
The Processor warrants and covenants that any cross-border transfer of Personal Data must be supported
by an approved adequacy mechanism.
3.7. That it shall control how Personal Data is stored so as to make available to KCBF upon request, insofar as
this is possible, for the fulfilment of KCBF’s obligation to respond to Data Subject Requests.
3.7.1. It shall provide full cooperation and assistance to KCBF in relation to any request by a data subject to
have access to Personal Data held about them.
3.7.2. To promptly notify KCBF if it receives a Data Subject Request at least within 48 hours of receipt of
any such notice or request and provide a copy of the request and ensure that it does not respond to the
request unless authorised to do so by KCBF.
3.8. That where it receives any complaint, notice or communication from the Regulator which relates to
processing of Personal Data or potential failure to comply with applicable Data Protection Laws, it shall
direct the Regulator to KCBF upon promptly notifying KCBF of such complaint, notice or
communication. The Parties shall provide each other with full cooperation and assistance in relation to
such a notification from the Regulator.
3.9. That it shall not use the Personal Data for sending unsolicited electronic marketing communications to
End Users.
3.10. That it shall run regular data protection and security awareness training to all its staff and shall ensure
that its personnel are subject to a code of conduct compliant with KCB Group Plc Data Protection and
Privacy policy.
3.11. That it shall not sub-contract to a Sub-processor any of its data processing operations performed on
behalf of KCBF or for the fulfilment of its obligations under the Agreement without prior written consent
of KCBF. Where such Sub-processor is engaged: -
3.11.1. It must enter into a written agreement with the Processor to the extent that the Sub-processor
performs the same data processing obligations equal to the obligations imposed on the
Processor.
3.11.2. The Processor will always remain responsible for compliance with the obligations of this DPA.
Failure by a Sub-processor to comply with its equivalent contractual obligations, the Processor
remains fully liable to KCBF.
3.11.3. Ensure that the Sub-processor will act only on documented instructions.
3.11.4. The Processor shall within 30 days notify KCBF of its intention to engage new, additional or
replacement Sub-processor.
3.11.5. The Processor shall maintain an up-to-date list of Sub-processors which include geo-graphical
location of the Sub-processor, description of service and proof of implementation of adequate
data protection safeguards and shall make available to KCBF the updated list of Sub-processors
upon reasonable request.
 3.12. The Processor acknowledges that the services may involve Restricted Transfers of Personal Data and
hereby warrants and agrees to sign any Standard Contractual Clauses as separate documents if KCBF so
requests and any other additional documents.

4. Audit Rights
4.1. Upon request by KCBF, the Processor allows KCBF, Regulator or any independent agent or auditor
selected by KCBF that is not a competitor of the Processor and which possess the required professional
qualifications, to audit and review Processor’s information security program, data processing facilities,
compliance with Data Protection Laws, compliance with this DPA, and any other KCBF’s instructions
(“Audit”).
4.2. The parties will mutually agree upon the scope, timing, and duration of the Audit.
4.3. The Processor shall make available on request all information necessary to demonstrate compliance with
this DPA.
4.4. The Processor commits to fully cooperate with KCBF to reach an agreement on the details of the Audit
within the shortest possible time and to implement all reasonable changes to its security program, data
processing facilities and data protection compliance program that, as a result of the Audit, are required or
advisable to ensure Processor’s compliance with this DPA, Data Protection Laws and KCBF’s
instructions.
4.5. If the Processor declines to submit its personal data processing facilities for Audit or follow any
instructions requested by KCBF regarding Audit, including inspections, KCBF is entitled to terminate the
Agreement.

5. Confidentiality
5.1. The Processor will treat Personal Data as confidential information and will not access or use, or disclose
to any third party, any Personal Data without prior written consent from KCBF except as necessary to
maintain or provide the services, or as necessary to comply with the law or a valid court order.
5.2. Where it is required by law or a valid court order to disclose and/or grant access to Personal Data, the
Processor warrants and covenants that it will first give KCBF notice of the intended disclosure and that it
will disclose and /or grant access to only the minimum extent necessary to comply with such statutory
obligation or court order.

6. Consequences of Non-compliance
6.1. In the event of any actual or potential violation of Data Protection Laws relating to Personal Data, KCBF
reserves the right, without incurring any liability whatsoever, to suspend and/or terminate, either
temporarily or permanently, any or all services provided by the Processor, or to take any other actions as
deemed appropriate in its sole discretion.
6.2. Failure by the Processor to comply with its obligations under the DPA, may lead to a claim from the Data
Subjects which cost will be incurred by the Processor.

7. Term and Termination

7.1. This DPA shall take effect on the effective date and shall remain in full force and as long as the
Agreement remains in effect. Notwithstanding any termination of the Agreement or service, Processor
agrees and covenants to comply with this DPA for as long as Personal Data remains in Processor’s
possession, custody or control.
7.2. The parties agree that upon termination of the Agreement (the “Termination Date”), the Processor and all
Sub-processors shall promptly and in any event within 14 business days of the Termination Date, securely
return all Personal Data and the copies thereof to KCBF or irretrievably delete or destroy or procure the
deletion or destruction of all the Personal Data.
 7.3. All deletion or destruction of Personal Data will be conducted in accordance with standard industry
practices for deletion or destruction of sensitive data.
7.4. The Processor shall provide written certification to KCBF that it has fully complied with clause 7.2 within
14 business days of the Termination Date unless required by law to retain all or part of the Personal Data.
In such a case, the Processor warrants and covenants that it will process such Personal Data solely for
purpose of storage and for complying with the applicable Laws and it will guarantee the confidentiality of
such Personal Data and will return to KCBF and /or destroy the data as soon as the legal obligation is no
longer in effect.

8. Complaint Handling
8.1. The Processor shall ensure that it has available customer service to attend to any customer complaints
relating to processing of personal data under this Agreement and to escalate such complaints to KCB’s
Data Protection Officer on telephone 020-0508220 or by writing an email to: dpoke@kcbgroup.com or
such other address that may from time to time be provided by KCBF as the official channel for
communication.

9. Miscellaneous
9.1. Any amendments to this DPA shall be in writing duly signed by authorized representatives of the Parties
hereto.
9.2. This DPA supersedes all prior understandings and agreements relating to the protection of Personal Data
and compliance with Data Protection Laws.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement and agree to be legally bound by all
terms and conditions contained herein from the Commencement Date.

SIGNED BY ON BEHALF OF:

NAME OF THE INSTITUTION

NAME: OMIRO VOCATIONAL TRAINING CENTRE

MOLLY ACHING OCHANDA _________________________________
PRINCIPAL Signature

In the presence of: _______________________________

NAME: WILLIS OSUMBA
Signature
POSITION: DEPUTY
SIGNED BY ON BEHALF OF: )
KCB FOUNDATION )
)
)
MENDI NJONJO )_________________________________
DIRECTOR, KCB FOUNDATION ) Signature
)
)
In the presence of: )
)
JULIUS KARAYA ) _________________________________

KCB FOUNDATION FINANCE AND ADMIN MANAGER ) Signature

ANNEXURE 1
Nature of Processing:
The Personal Data processed will be subject to the following, to the extent permitted under Data Protection Laws,
the Agreement, and the DPA (please select all that apply):
☐ Receiving data, including collection, accessing, retrieval, recording, and data entry
☐ Holding data, including storage, organization, and structuring
☐ Using data, including analyzing, consultation, testing, automated decision making and profiling
☐ Updating data, including correcting, adaptation, alteration, alignment, and combination
☐ Protecting data, including restricting, encrypting, and security testing
☐ Sharing data, including disclosure, dissemination, allowing access or otherwise making available
☐ Returning data to the data exporter or Data Subject
☐ Erasing data, including destruction and deletion
☐ Other (please specify) _____________________