KENYA COFFEE SCHOOL (KCS) DIGITAL DISTRIBUTION LICENSE AGREEMENT

PREAMBLE This Digital Distribution License Agreement (“Agreement”) is entered into by and between Kenya Coffee School (KCS) (“Licensor”), and the acquiring entity or individual (“Licensee”).

1. DEFINITIONS & INTERPRETATION

• Licensed Assets: All proprietary digital tools, learning management system (LMS) modules, roasting algorithms, sensory database models, software APIs, and digital credentialing mechanisms (including G4T platform integration) owned by Licensor.
• Marks: All trademarks, logos, trade names, and service marks owned by KCS, including “Kenya Coffee School”, “KCS”, “Barista Mtaani”, and associated badges.
• Authorized Territory: The specific geographic region or digital market segment explicitly designated in the executed License Schedule.
• Digital Verification Engine: The official system or platform utilized to issue, validate, and track digital badges, certifications, and traceability records.

2. GRANT OF LICENSE & SCOPE

  ┌───────────────────────────────────────────────────────────────┐
  │                 GRANT OF LICENSE FRAMEWORK                    │
  ├────────────────────────────────┬──────────────────────────────┤
  │ Non-Exclusive / Exclusive      │ Limited Term                 │
  │ Non-Transferable & Non-Sublic.│ Territory-Restricted         │
  └────────────────────────────────┴──────────────────────────────┘

• Scope of Grant: Subject to compliance with this Agreement, Licensor grants Licensee a limited, non-transferable, revocable license to access, deploy, and utilize the Licensed Assets solely within the Authorized Territory.
• Exclusivity Provisions: Unless an Exclusive Territory Addendum is explicitly executed, all licenses are non-exclusive. Licensor retains the unrestricted right to license the assets to other third parties.
• Sublicensing Restrictions: Licensee shall not sublicense, lease, resell, white-label, or distribute the Licensed Assets to third parties without prior written consent from KCS.

3. INTELLECTUAL PROPERTY & DATA OWNERSHIP

• Ownership Retention: KCS explicitly retains sole ownership, title, and interest in and to all Licensed Assets, Marks, software source code, underlying algorithms, and curriculum materials. No ownership rights transfer under this Agreement.
• Derivatives & Improvements: Any modifications, translations, adaptations, or derivative works created by or for Licensee based on KCS assets automatically vest exclusively in Licensor upon creation.
• Data Rights:
  • Licensee retains ownership of raw local operational data.
  • Licensor holds perpetual, royalty-free rights to anonymized, aggregated data (such as roasting profiles, sensory scores, and student performance metrics) for system optimization, AI model training, and research.

4. QUALITY CONTROL & OPERATIONAL STANDARDS

Core Standard: Quality control is non-negotiable. Licensee must maintain KCS operational and pedagogical standards to safeguard brand integrity.

• Pedagogical & Technical Audits: Licensor reserves the right to perform periodic digital audits or physical site inspections of Licensee’s operations.
• Credentialing Integrity: All digital credentials, badges, or certificates issued under KCS marks must pass through the official KCS Digital Verification Engine. Unsanctioned or external credential minting is strictly prohibited.
• Minimum Performance Thresholds: Licensee must maintain a minimum standard student pass rate or audit compliance score (\ge 80\%) to maintain active licensing rights.

5. COMMERCIAL TERMS & FEES

• Fee Structure: Licensee agrees to pay fees strictly according to the License Schedule:
  • Initial Activation Fee (One-time, non-refundable).
  • Recurring License Fee (Annual or quarterly subscription).
  • Per-Unit Royalty / Verification Fee (Per certificate minted, node active, or API call made).
• Payment Terms: Net 30 days from invoice date. Late payments accrue interest at a rate of 1.5\% per month (or the maximum allowable by law).
• Taxation: All fees are exclusive of local taxes, tariffs, or duties, which remain the sole responsibility of the Licensee.

6. BREACH, DEFAULT & TERMINATION

• Post-Termination Obligations: Upon termination:
  1. Licensee must immediately cease all use of KCS Marks, curriculum, and software portals.
  2. Licensee shall return or permanently destroy all confidential KCS documentation within 10 business days.
  3. Active student or farmer credentials previously validated by KCS remain valid, but no new credentials may be generated.

7. CONFIDENTIALITY & NON-DISCLOSURE

• Scope: Proprietary algorithms, curriculum source texts, platform code, unreleased software features, and financial terms are strictly Confidential Information.
• Obligation: Licensee must safeguard KCS Confidential Information using the same standard of care used for its own sensitive data, but no less than a reasonable standard of care, for a period of 5 years post-termination (and perpetually for trade secrets).

8. INDEMNIFICATION & LIMITATION OF LIABILITY

• Indemnification by Licensee: Licensee agrees to defend, indemnify, and hold harmless KCS, its directors, officers, and employees against any third-party claims arising from unauthorized asset modification, local regulatory breaches, or gross negligence.
• Limitation of Liability: Licensor shall not be liable for any indirect, incidental, or consequential damages (including loss of data or profit). Licensor’s maximum aggregate financial liability under this Agreement shall not exceed the total fees paid by Licensee to KCS in the 12 months preceding the claim.

9. GOVERNING LAW & DISPUTE RESOLUTION

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.
• Dispute Resolution Pathway:
  1. Good Faith Negotiation: Parties attempt resolution within 30 days.
  2. Mediation: Referred to a mutually agreed mediator under the Nairobi Centre for International Arbitration (NCIA) rules.
  3. Binding Arbitration: Unresolved disputes shall be finally settled by binding arbitration in Nairobi, Kenya, conducted in English.

Contact 0707503647 or 0704375390

#Kenya Coffee School #Barista Mtaani