CONTRACT FOR TOTAL HOME FINISHING AND

REMODELING

BETWEEN

MR. OLAYEMI OLUKANNI AND MRS. NURAT

OLUKANNI
(Clients)

AND

ROME SIGNATURE LIMITED

(Contractor)

IN RESPECT OF

Property of the Client located at B40 Road 3, Victoria Garden City,

Ikota Lagos State

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 This CONTRACT FOR TOTAL HOME FINISHING (“the Contract”) is made this 29 th day of April 2024

BETWEEN:

MR. OLAYEMI OLUKANNI AND MRS. NURAT OLUKANNI of B40 Road 3, Victoria Garden City,
Ikota Lagos State, herein after referred to as “the Clients” (Which expression shall where the
context so admits, include their heirs, legal personal representatives and assigns) of the first part;

AND

ROME SIGNATURE LIMITED of No. 44, Bayo Sodipo Street, Royal Palmwill Estate, Badore Ajah,
Lagos, hereinafter referred to as “the Contractor” (Which expression shall where the context so
admits, include their heirs, legal personal representatives and assigns) of the other part;

WHEREAS:

i) The Clients intend to retain the Contractor to re-design and remodel their entire home
(hereinafter referred to as “the Service”) at their residence at B40 Road 3, Victoria
Garden City, Ikota Lagos State (the “Site”).

ii) The Contractor has agreed to complete the Service upon the said conditions and in
accordance with approved drawings, designs and specifications.

1. NOW THIS CONTRACT WITNESSES AS FOLLOWS:

1.1. In pursuance of this Contract and in consideration of the sum of N28,000,000. 00

(Twenty-Eight Million Naira) to be paid to the Contractor by the Clients, the receipt
whereof the Contractor hereby acknowledges for the remodeling of the entire home as
properly described in this Contract.

1.2. Any payments made to the Contractor, once utilized, are nonrefundable.

2. THE CONTRACTOR HEREBY CONVENANTS WITH THE CLIENTS AS FOLLOWS:

2.1. The Contractor shall polish the compound floor of the property to enhance its
appearance and durability.

2.2. The Contractor shall paint the exterior walls of the house using high-quality paint as per
the Client's chosen color scheme.

2.3. The Contractor shall paint the interior walls of the house, including ceilings, using high-
quality paint as per the Client's chosen color scheme.

2.4. The Contractor shall replace all existing light fittings with new ones as per the Client's
approved specifications.
2.5. The Contractor shall completely renovate the visitor toilet, including changing tiles and
sanitary fittings to enhance its aesthetic appeal and functionality.

2.6. The Contractor shall repaint all interior doors of the house and replace door handles with
new ones as per the Client's specifications.

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2.7. The Contractor shall replace all existing sanitary fittings in the toilets, including toilet
seats, wash hand basins, and faucets, with new ones to ensure functionality.

2.8. The Service shall commence on the date 95% of the Contract sum has paid to the
Contractor (“Effective Date”) and shall be completed (4) Four months from the Effective
date. In the event of unforeseen circumstances, such as force majeure events, site
conditions beyond the control of the parties, or the necessity for additional works arising
from the improper construction of the entire building by the building contractor, the
Service timeline outlined in this clause 2.8 shall be subject to extension.

2.9. In the event that during the extended period there is a fluctuation in the currency
resulting in an increase in the price of goods, materials, and workmanship, the contract
rates shall be subject to variation. Such variations shall be mutually agreed upon by the
Parties.

2.10. Either parties shall terminate this Contract with Thirty days’ (30) Notice.

2.11. Upon termination, the Clients shall pay the Contractor for Services satisfactorily carried
out up to the date of termination, at the terms of the contract price detailed under
Contract rates.

2.12. Notwithstanding termination, either party shall not be relieved of its respective
obligations and liabilities subject to the terms of this contract arising from or incidental to
the Services performed prior to the date of termination.

3. THE CLIENTS HEREBY CONVENANTS WITH THE CONTRACTOR AS FOLLOWS:

3.1. To pay the Contractor its fees as agreed as at when due.

3.2. The Clients shall permit the Contractor at all reasonable times to enter the Site for the
purpose of performing the Services provided the Contractor complies with all the Client's
conditions of movement into and out of the Site.

3.3. The Clients shall make available to the Contractor any relevant information that would
enhance effective execution of the Services under this contract.

3.4. The Clients shall be responsible for the security of the Contractor’s equipment, tools,
materials and machines to be stored at the site. In the event that there is damage, loss or
theft of the Contractor’s equipment, tools, materials and machines to be stored at the
site, it shall be the Client’s obligation to reasonably rectify, replace and repair such
damaged or lost equipment, tools, materials or machine of similar or like nature (by
quality, brand and price) to the original equipment, tools, materials or machines at the
prevailing market rate to be agreed by both parties.

3.5. The Clients shall pay/or cause to be paid to the Contractor the cost of any approved
additional services on the receipt of an invoice.

3.6. The Clients shall provide or cause to be available, water point at the site for use by the
Contractor. The Clients shall also provide or cause to be available electricity and electrical
power points for the execution of the Service.

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 3.7. The Contractor’s mobilization to site shall be based on the readiness of work area. The
work area shall be free from intrusion and disturbance during the cause of the Service.

4. Compensation.

4.1. In consideration of the Contractor performing the Services, the Client shall pay the
Contractor in accordance with the following Payment Schedule and milestones:

4.2. Down Payment of Ninety-Five Percent (95%) of the Contract price being NGN 26,600,000/-
(Twenty-Six Million and Six Hundred Thousand Naira only/-) and this shall be paid to the
Contractor on the execution of this Contract.

4.3. Payment of Five (5%) of the Contract price being NGN 1,400,000/- (One Million and Four
Hundred Thousand Naira only/-) upon the Completion of the Service.

5. Expenses.

5.1. The Contractor shall be responsible for all expenses related to providing the Services
under this Contract. This includes, but is not limited to, supplies, equipment, operating
costs, business costs, employment costs, taxes, Social Security contributions and/or
payments, disability insurance, and any other cost that may be in connection with the
Services provided by the Contractor including out-of-pocket expenses.

5.2. In cases where the Clients require any unforeseen additional services outside the defined
scope of service under this Contract, the Contractor shall perform such Services at rates
to be agreed between both parties. The cost of such additional services shall be invoiced
separately, and the Clients shall be responsible for payment for these additional services.

5.3. In the event of unforeseen building defects, including but not limited to electrical, piping,
and mechanical issues arising from improper construction of the Building by the initial
Contractors, the Client acknowledges and agrees to reimburse the Contractor for any
additional expenses incurred in addressing and rectifying such defects. Any such
expenses shall be pre-approved by the Client before being incurred by the Contractor.
5.3. The Clients agree to pay the Contractor within Five (5) days of receiving notice of any
expense directly associated with the Services.

6. Governing Law and Jurisdiction

This Contract and any dispute or claim arising out of it or in connection with it or its subject
matter shall be governed by and construed in accordance with the law of the Federal Republic
of Nigeria

7. Disputes.

7.1. If any dispute arises under this Contract, the Contractor and the Clients shall negotiate in
good faith to settle such dispute amicably.

7.2. If the parties cannot resolve such disputes themselves, then either party may submit the
dispute to mediation by a mediator approved by both parties. If the parties cannot agree
with any mediator or if either party does not wish to abide by any decision of the
mediator, they shall submit the dispute to litigation. The jurisdiction for any dispute shall
be administered in Lagos State, Nigeria and the governing law shall be Nigerian Law.

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 7.3. Both Parties will be responsible for their respective costs incurred during the mediation
proceedings.

8. Return of Records.

Upon termination of this Contract, the Contractor shall deliver all records, notes, and data of
any nature that are in the Contractor’s possession or under the Contractor's control and that
are of the Clients’ property or relate to Clients’ business.

9. Waiver of Contractual Right.

9.1. The failure of either party to enforce any provision of this Contract shall not be construed
as a waiver or limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Contract.

9.2. The Contractor is an independent contractor and neither the Contractor’s employees or
contract personnel are, or shall be deemed, the Clients’ employees, in its capacity as an
independent contractor.

9.3. The Contractor represents and warrants that all employees and personnel associated
shall comply with federal, state, and local laws requiring any required licenses, permits,
and certificates necessary to perform the Services under this Contract.

9.4. Under this Contract, the Clients shall not be responsible for:

a.) Withholding;

b.) Making payments of taxes incurred while performing the Services under this
Contract, including all applicable income taxes and, if the Contractor is not a business
entity, all applicable self-employment taxes.

10. Indemnification.

10.1. The Contractor shall release, defend, indemnify, and hold harmless Clients and its officers,
agents, and employees from all suits, actions, or claims of any character, name, or
description including reasonable Consultant fees, brought on account of any injuries or
damage, or loss (real or alleged) received or sustained by any person, persons, or
property, arising out of services provided under this Contract or Contractor’s failure to
perform or comply with any requirements of this Contract including, but not limited to
any claims for personal injury, property damage, or infringement of copyright, patent, or
other proprietary rights.

10.2. The Clients shall however indemnify and absolve the Contractor, along with its agents,
officers, and employees, from any lawsuits, claims, demands, proceedings, liabilities,
costs, and expenses for injuries and damages to any person or property resulting from
inaccurate information provided by the Clients in connection with the execution of the
Service.

11. Confidentiality & Proprietary Information.

11.1. The Contractor acknowledges that it will be necessary for the Clients to disclose certain
confidential and proprietary information to the Contractor in order for the Contractor to
perform its duties under this Contract. The Contractor acknowledges that disclosure to a
third (3rd) party or misuse of this proprietary or confidential information would

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 irreparably harm the Clients. Accordingly, the Contractor will not disclose or use, either
during or after the term of this Contract, any proprietary or confidential information of
the Clients without the Clients’ prior written permission except to the extent necessary
to perform the Services on the Clients’ behalf; or if the information is already publicly
available or the Contractor is required to disclose by law.

11.2. Proprietary or confidential information includes, but is not limited to:

a) The written, printed, graphic, or electronically recorded materials furnished by Client
for Contractor to use;

b) Any written or tangible information stamped "confidential," "proprietary," or with a

similar legend, or any information that Clients makes reasonable efforts to maintain
the secrecy of, business or marketing plans or strategies, customer lists, operating
procedures, trade secrets, design formulas, know-how and processes, computer
programs and inventories, discoveries and improvements of any kind, sales
projections, and pricing information; and

c) Information belonging to customers and suppliers of the Clients about whom the
Contractor gained knowledge as a result of the Contractor‘s Services to the Clients.

11.3. Upon termination of the Contractor’s Services to the Clients, or at the Clients request, the
Contractor shall deliver all materials belonging to the Clients in the Contractor's
possession. The Contractor acknowledges any breach or threatened breach of
confidentiality under this Contract will result in irreparable harm to the Client for which
damages would be an inadequate remedy. Therefore, the Clients shall be entitled to
equitable relief, including an injunction, in the event of such breach or threatened breach
of confidentiality. Such equitable relief shall be in addition to the Clients’ rights and
remedies otherwise available at law.

11.4. Furthermore, proprietary information, under this Contract, shall include:

a) The product of all work performed under this Contract ("Work Product"), including
without limitation all notes, reports, documentation, works, works-in-progress and
deliverables, will be the sole property of the Client, and Consultant hereby assigns to the
Client all right, title, and interest therein, including, but not limited to, all audiovisual,
literary, moral rights and other copyrights, patent rights, and other proprietary rights
therein. Consultant retains no right to use the Work Product and agrees not to challenge
the validity of the Client's ownership in the Work Product;

b) Both Parties shall have equal right, title, and interest in any and all photographic images
and videos or audio recordings made by the Client or the Contractor during the
Contractor’s work, including, but not limited to, any royalties, proceeds, or other benefits
derived from such photographs or recordings; and

c) Both Parties will be entitled to use their respective names and/or likeness in advertising
and other materials.

12. Assignment and Delegation.

12.1. The Contractor may assign rights and may delegate duties under this Contract to other
individuals or entities acting as a subcontractor ("Subcontractor"). The Contractor
recognizes that they shall be liable for all work performed by the Subcontractor and shall
hold the Client harmless of any liability in connection with their performed work.

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 12.2. The Contractor shall be responsible for any confidential or proprietary information that is
shared with the Subcontractor in accordance with this section. If any such information is
shared by the Subcontractor to third (3rd) parties, the Contractor shall be made liable.

13. Severability.
This Contract shall remain in effect in the event a section or provision is unenforceable or
invalid. All remaining sections and provisions shall be deemed legally binding unless a court
rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of
another provision or section. In such case, the affected provision or section shall be enforced
as so limited.

14. Entire Contract.

This Contract, along with any attachments or addendums, represents the entire agreement
between the parties. Therefore, this Contract supersedes any prior agreements, promises,
conditions, or understandings between the Clients and the Contractor. This Contract may be
modified or amended if the amendment is made in writing and is signed by both parties.

THE COMMON SEAL of the within name “Contractor” ROME SIGNATURE LIMITED was
hereunto affixed in the presence of:

……………………………………
DIRECTOR

IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the dates written
hereunder.

SIGNED, SEALED AND DELIVERED by the within named “CLIENTS”

…………………………………. ………………………………….
MR. OLAYEMI OLUKANNI MRS. NURAT OLUKANNI

IN THE PRESENCE OF:

Name:……………………………………………….

Address:……………………………………………..

Occupation:…………………………………………..

Signature:………………………………………………..

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