SALE AGREEMENT — LAND

Date: [agreement_date]

1. Parties

This Agreement is entered into between:

[seller_name] (the "Seller"), of [seller_address], holder of National ID No. [seller_id_number], KRA PIN [seller_kra_pin];

and

[buyer_name] (the "Buyer"), of [buyer_address], holder of National ID No. [buyer_id_number], KRA PIN [buyer_kra_pin].

2. The Plot

The Seller is the registered proprietor of the following plot of land, which the Seller agrees to sell and the Buyer agrees to buy on the terms below:

• Title number: [plot_title]
• Location: [plot_location]
• Address / physical description: [plot_address]
• Tenure: [plot_tenure]
• Size: [plot_size] [plot_size_unit]

The Plot is sold with vacant possession and free from any encumbrance not disclosed in writing in this Agreement.

3. Price + Payment

The total purchase price is KES [price_amount] (the "Price"), payable as follows:

• Deposit: 10% of the Price, payable within 7 days of the date of this Agreement and held by the Seller's advocate as stakeholder until completion.
• Balance: [balance_terms]

Payment is by bank transfer to the account nominated by the Seller's advocate in writing. Each payment is acknowledged in writing and recorded as a milestone on FirmBrik.

4. Tenure-specific clauses

If the Plot is freehold: the Seller warrants that the title is unencumbered save as disclosed in this Agreement, and that no caveat or restriction sits on the register that prevents transfer.

If the Plot is leasehold: the Seller warrants that ground rent + county rates are paid up to the date of this Agreement, and that no breach of the lease covenants exists. The unexpired term is [leasehold_remaining_years] years.

If the Plot is agricultural: the parties acknowledge that consent of the Land Control Board for the district in which the Plot lies is required under the Land Control Act. The Seller is responsible for lodging the application within 14 days of this Agreement; the Buyer attends the Board sitting in person or by power of attorney. Completion is conditional on Board consent being granted.

5. Conditions precedent

Completion of this Agreement is conditional upon all of the following:

1. The Seller delivering to the Buyer's advocate an Ardhisasa search dated no earlier than 30 days before completion, showing the Seller as the registered proprietor free of any undisclosed encumbrance.
2. The Seller producing a current rates clearance certificate from the county.
3. The Seller producing a current land rent clearance certificate, where applicable.
4. Where the Plot is agricultural, written consent of the Land Control Board.
5. Where required, written consent of the Seller's spouse under the Matrimonial Property Act and Land Registration Act.
6. Payment of stamp duty by the Buyer at the prevailing rate (4% urban, 2% rural) of the higher of the declared Price or the government valuation.

6. Completion

Completion takes place at the Lands Registry within 90 days of the satisfaction of the conditions above. On completion the Seller's advocate hands over the original title deed and a duly executed transfer instrument, and the Buyer pays the balance to the Seller's advocate.

7. Risk + insurance

Risk in the Plot passes to the Buyer on completion. Until then the Seller remains responsible for the Plot and any structures on it.

8. Default + remedies

If either party fails to perform a material obligation under this Agreement and does not remedy the default within 14 days of written notice, the non-defaulting party may, at their election:

1. Sue for specific performance; or
2. Terminate this Agreement.

Where the Buyer terminates after paying any sum, the Seller refunds it less reasonable evidenced costs. Where the Seller terminates after the Buyer has paid the deposit, the deposit is forfeited to cover reasonable costs and lost opportunity, save where the Buyer's default arose from a condition precedent that the Seller failed to satisfy.

9. Dispute resolution

The parties agree to first attempt resolution by good-faith negotiation for at least 21 days. Failing that, the dispute is referred to mediation by a mediator agreed in writing, and if mediation is unsuccessful, to the courts of Kenya.

10. Governing law

This Agreement is governed by, and construed in accordance with, the laws of Kenya.

11. Entire agreement

This document, together with any schedule signed by both parties, constitutes the entire agreement between the parties regarding the sale of the Plot.

12. Signatures