DEVELOPMENT AGREEMENT1
开发协议1
This development agreement (“Agreement”) is made at [ ] this [ ] day of [ ] Two Thousand and Fourteen
BY AND BETWEEN
本开发协议（“本协议”）由以下双方于2014年___月___日订立。
_______, a company incorporated and registered under the provisions of the ______ having its registered office at ______________ hereinafter referred to as “the Owner” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns) of the FIRST PART;
______，一家根据_____规定注册成立的公司，其注册办事处位于______（以下简称甲方的“业
主”）（除非与本文件中的上下文或含义矛盾，否则此表述应被视为及包括其继承者及经批准的受让
人）；
AND
及
_____________, a company incorporated and registered under the provisions of the _____ having its registered office at XXXX hereinafter referr ed to as “the Developer” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and includes its successors) of the SECOND PART;
______，一家根据_____规定注册成立的公司，其注册办事处位于XXX市XX区XXX（以下简称乙方的“开发商”）（除非与本文件中的上下文或含义矛盾，否则此表述应被视为及包括其继承者）；
The Owner and the Developer are hereinafter collectively referred to as the “Parties” and individually as a “Party”.
业主及开发商以下统称为“订约方”，及分别被称为“一方”。
WHEREAS:-
鉴于：
A.[Devolution of title of the property to be captured];
[拟取得物业产权转让]
B.The Owner is seized and possessed of or otherwise well and sufficiently entitled to all that piece or parcel
of land admeasuring an area of 2.5 Acres located in Athi River, Nairobi, Kenya, as more particularly described in the Annexure A hereunder written and as delineated by red colour boundary line on the plan hereto annexed and marked as Annexure B (hereinafter referred to as “the said Property”);
1AZB Comment: We understand that this agreement is proposed to be executed in and governed by the laws of Kenya. As such, the draft would require to be vetted and confirmed by Kenyan counsel to ensure that the same complies with and in consonance with the laws of Kenya.
AZB评论：我们理解本协议拟根据XXX法律执行及受XXX法律规管。因此，本草案须经XXX顾问审查及确认，以确保该草案符合XXX法律。
业主占有及持有或以其它方式有权充分享有整片或整块土地，该土地面积为2.5公顷，位于XXX。更多详细说明见本文件下的附录A，并在随附及标记为附录B的平面图上用红色边界线描绘（以下简称“上述物业”）。
C.The Developer has independently verified and duly satisfied with the title of the Owner to the said Property.
开发商已独立确认及对业主所持上述物业的所有权满意。
D.The Developer has favorable advantages on investment and financing and capability of project development,
operation and management and has represented to the Owner that he has the necessary expertise to undertake/carry out the Project (as defined below) in the manner as set out herein;
开发商在投资和融资及项目开发、经营及管理能力方面具有有利优势并已向业主表明，其具有根据本文件内所载方式承担/实施项目（定义见下文）所需专有知识；
E.Pursuant to discussions and negotiations held between the Owner and the Developer they have agreed to
develop, on the said Property, a project comprising of [an urban complex in Nairobi and a new general office building integrating hotels, offices and apartments]2on the said Property, together with such amenities and facilities as are commensurate to a project of this nature, and as more particularly set out in Annexure C hereto (“Project”) for the consideration and in the manner an d on the terms and conditions mutually agreed upon by and between the Parties hereto;
根据业主与开发商之间的讨论及协商，双方已同意在上述物业上开发一个项目，包括[内罗毕市的城市综合体及上述物业上一栋集酒店、办公室及公寓于一体的新综合办公大楼]2以及与该性质项目相适应的便利设施及设施。更多详情载于附录C供订约方审议，其方式及条款和条件由订约方约定（“项目”）。
F.The Parties are now desirous of recording the terms and conditions mutually agreed upon by and between them
as hereinafter appearing:
订约方现希望记录下文出现的经双方约定的条款及条件：
NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-
因此，订约方现协议及约定如下：-
1.Definitions and Interpretation
定义及解释
1.1Definitions
定义
2AZB Comment: Client to confirm
AZB评论：客户确认
