MEMORANDUM OF UNDERSTANDING

BETWEEN
TENTEN INC LIMITED
AND

ALAWI ALMAS MAIGE

AND

JOEL CHARLES CHENZA

I. INTRODUCTION

THIS MEMORANDUM OF UNDERSTANDING (“MOU”), dated _________, 202_ between TENTEN INC LTD
(“PARTNER”) an organization for-profit established under the laws of TANZANIA with its offices in
[LOCATION, COUNTRY] represented by HASHIM KINGU, [DIRECTOR]; and ALAWI ALMAS MAIGE
(“PARTNER”), and JOEL CHARLES CHENZA ("PARTNER") ; collectively referred to as “the Partners”.

II. PREAMBLES

WHEREAS, TENTEN INC LTD is an for-profit organization established with the goal of doing the business of
information communication technology in Tanzanua;

WHEREAS, ALAWI ALMAS MAIGE is a sole propertier;

WHEREAS, JOEL CHARLES CHENZA is a sole propertier;

WHEREAS, this Agreement has as its objective the collaboration and participation of all PARTNERS for the
development, marketing and distribution of a Tanzania Revenue Authority EFDMS service hereby known as
SMARTEFD in all operating systems in TANZANIA; and for this reason this Agreement facilitates the establishment
of channels of communication that permit the creation and interchange of information, as well as scientific,
technical, financial and administrative collaboration in the area of development,marketing and distribution of
SMARTEFD.

WHEREAS, the missions of the Partners are complementary;

THEREFORE, the Partners wish to continue working together and in compliance with the following clauses:

III. GOAL

To realize a common understanding in undertaking the development, ownership, marketing, sales and distribution
of SMARTEFD system.

IV. AREAS OF COLLABORATION

DESCRIBE AREAS OF COLLABORATION BETWEEN PARTNER AND [PARTNER]

FOR EXAMPLE:

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Development and Ownership. At all times of this agreement the SMARTEFD system is expected to undergo
modifications to further develop the system to be user friendly, and atall times during the development will remain
th property of the aforementiond PARTNERS.

Sales and Marketing. At all times the PARTNERS agree to work together to carry the activities related to marketing
of the SMARTEFD system.

Financial Managemnt. At all times adhere to rules set forth in mangement of financial transactions as agreed on
the SMARTEFD financial policy.

Administration. At all times work together in carrying out duties and responsibilities aimed at realizing a sound
funtioning of the business.

V. RESPONSIBILITIES OF PARTNER

DESCRIBE PARTNER’S RESPONSIBILITIES UNDER THIS AGREEMENT

TENTEN INC LIMITED will work in the software development, programming and other information communication
technologies related activities of bringing SMARTEFD system to work.

Within the context of specific projects, TENTEN INC LTD will work with ALAWI ALMAS MAIGE an JOEL CHARLES
CHENZA to establish mutually amenable methods of coordination which will be included as part of the Work Plans
mentioned above.

VI. RESPONSIBILITIES OF [PARTNER]

DESCRIBE THE RESPONSIBILITIES OF PARTNER UNDER THIS AGREEMENT

ALAWI ALMASI MAIGE will work to create, design, monitor and implement an effective 4Ps of marketing strategy
.i.e. price, product, place and promotion.

Within the context of specific projects, ALAWI ALMAS MAIGE will work with TENTEN INC LTD and JOEL CHARLES
CHENZA to establish mutually amenable methods of coordination which will be included as part of the Work Plans
mentioned above.
VII. RESPONSIBILITIES OF [PARTNER]

DESCRIBE THE RESPONSIBILITIES OF PARTNER UNDER THIS AGREEMENT

JOEL CHARLES CHENZA will work in contributing to SMARTEFD system strategic goals and objectives, ensuring that
SMARTEFD system financial, administrative and operational functions are in line with SMAREFD system strategic
goals and objectives.

Within the context of specific projects, JOEL CHARLES CHENZA will work with TENTEN INC LTD and ALAWI ALMAS
MAIGE to establish mutually amenable methods of coordination which will be included as part of the Work Plans
mentioned above.

VIII. PRINCIPAL CONTACTS

The Principal Contacts for each one of the organizations is:

TENTEN INC LIMITED
HASHIM KINGU

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 DIRECTOR
PLOT NUMBER 42, BLOCK NUMBER A2, ROSE GARDEN ROAD
+255653263366

ALAWI ALMAS MAIGE

P.O.BOX 7512
DAR ES SALAAM
+255677201001

JOEL CHARLES CHENZA

P.O.BOX 34432
DAR ES SALAAM
+255769152112

Such Principal Contacts may be changed in writing from time to time by the respective Partners.

IX. USE OF INTELLECTUAL PROPERTY

The parties agree that any intellectual property, which is jointly developed through activities covered under this
MOU, can be used by either party for profit, commercial purposes after obtaining prior written consent from all
parties and with the need to confirm with both parties.

X. EFFECTIVE DATES AND AMENDMENTS.

This MOU shall take effect upon signing by both Parties and shall remain in effect for a period of five (5) years from
that date unless earlier terminated. Neither party may assign or transfer all or any portion of this MOU without
the prior written consent of the other party.

The MOU may be renewed at the end of this period by mutual written agreement by both Parties.

The provisions of this MOU may only be amended or waived by mutual written agreement by both Parties.

Any Party may terminate this MOU and any related agreement, workplan and budget at any time and for any
reason by giving thirty (90) days prior written notice to the other Party; provided, however, that in the event any
PARTNER fails to perform any of its obligations under this MOU, the other PARTNERS shall have the right to
terminate this MOU and any related agreement, workplan and budget immediately upon written notice.

The individuals signing this MOU on behalf of their respective entities represent and warrant that upon the
signature of each, this MOU shall have been duly executed by the entity each represents.

XI. TRANSFER OF FUNDS.

The parties acknowledge and agree that this MOU does not create any financial or funding obligation on either
party, and that such obligations shall arise only upon joint execution of a subsequent agreement or workplan
(which shall include a budget) that specifically delineates the terms and nature of such obligations and that
references this MOU. Such subsequent agreements or workplans, and budgets, will be subject to funding being
specifically available for the purposes outlined therein. All PARTNER funds are further subject to PARTNER’s
obligation to expend PARTNER funds solely in accordance with the agreed upon budget and the line items
contained therein. All transactions related to approved business budget are set to comply with the financial policy
which shall govern all rules and regulations pertaining to the movement of funds in regards to the business of
SMARTEFD system.

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XII. JOINT VENTURE

Notwithstanding the terms “Partners” and “Partnership”, the Partners agree that they are entering into a Joint venture
with the purpose of undertaking a monetary gain from commercialization of the SMARTEFD system.

XIII. DISPUTE RESOLUTION

The Partners hereby agree that, in the event of any dispute between the Partners relating to this Agreement, the
Partners shall first seek to resolve the dispute through informal discussions. In the event any dispute cannot be
resolved informally within sixty (60) calendar and consecutive days, the Partners agree that the dispute will be
negotiated between the Partners through mediation, if Partners can agree on a mediator. The costs of mediation
shall be shared equally by the Partners. Neither Partner waives its legal rights to adjudicate this Agreement in a
legal forum.

ENTIRETY

This Agreement, including all Annexes, embodies the entire and complete understanding and agreement between
the Partners and no amendment will be effective unless signed by all Partners.

Signed and sealed by representative and witness of TENTEN INC LIMITED of PLOT NUMBER 42, BLOCK NUMBER A2,
ROSE GARDEN ROAD;

Date …………………………………...

Signature: ……………………………………

Name: ……………………………………………….

Title: …………………………………….

In the presence of: On ……………… day of ……………. 2021.

Signature: ……………………………………

Name: ……………………………………………….

Title: ……………………………………

Signed and sealed by ALAWI ALMAS MAIGE of P.O.BOX 7512 DAR ES SALAAM;

Date …………………………………...

Signature: ……………………………………

Name: ……………………………………………….

Title: …………………………………….

In the presence of: On ……………… day of ……………. 2021.

Signature: ……………………………………

Name: ……………………………………………….

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Title: ……………………………………

Signed and sealed by JOEL CHARLES CHENZA of P.O.BOX 34432 DAR ES SALAAM;

Date …………………………………...

Signature: ……………………………………

Name: ……………………………………………….

Title: …………………………………….

In the presence of: On ……………… day of ……………. 2021.

Signature: ……………………………………

Name: ……………………………………………….

Title: ……………………………………