SURROGACY AGREEMENT

DATED DAY OF 2018

BETWEEN

_____________________________________ AND ____________________________________

(THE “COMMISSIONING PARENTS”)

AND

_____________________________________ AND ____________________________________

(THE “GESTATIONAL COUPLE”)

Drawn By:

LAXCON HOUSE, 7TH FLOOR,

SUITE 701,
LIMURU ROAD, PARKLANDS,
P.O. BOX 45562-00100
NAIROBI
www.kmberiaadvocates.co.ke
 SURROGACY AGREEMENT

This Agreement is made on this day of Two Thousand and Eighteen

BETWEEN:

(A) ______________________and________________, (“Commissioning Parents”), a

married couple, of the first part AND

(B) ________________ (“Gestational Carrier”) and ________________ (“Gestational

Carrier’s Husband”), a married couple, of the other part.

All of the above-named individuals are hereafter referred to as “the Parties.”

WHEREAS:-

(A) The Commissioning Parents are a married couple of opposite sex and are entering
into this Agreement with the Gestational Carrier and the Gestational Carrier’s
Husband for the purpose of parenting a child to be carried and delivered by
Gestational Carrier, who will attempt to become pregnant through in-vitro
fertilization and will act as the gestational carrier for the Commissioning Parents.
Neither Gestational Carrier nor Gestational Carrier’s Husband shall be genetically
related to the child;

(B) The Commissioning Parents intend to create their child through in vitro
fertilization/embryo transfer, with embryos created from the Commissioning
Father’s sperm and the Commissioning Mother’s egg. The Gestational Carrier will
carry the resulting child pursuant to the terms of this Agreement;

(C) Gestational Carrier and Gestational Carrier’s Husband do not intend to raise the
Child conceived through the procedures described in this Agreement. Gestational
Carrier and Gestational Carrier’s Husband intend to relinquish any and all
parental rights, custody and control they might have with respect to the child
conceived and born pursuant to the procedures contemplated by this Agreement;

(D) The Gestational Carrier is not now pregnant, but is capable of carrying a child
through a full-term pregnancy. The Commissioning Parents are suitable persons
to raise a child;

(E) It is the express intent of the Parties that the Gestational Carrier and the
Gestational Carrier’s Husband shall not have any parental or custodial rights or
obligations with respect to the child and that the Gestational Carrier and the
Gestational Carrier’s Husband shall not be considered the legal parents by virtue
of this gestational surrogacy arrangement;

(F) All children born as a result of the medical procedures contemplated by this
Agreement shall in all respects be the children of the Commissioning Parents;
 (G) All Parties herein are adults of child bearing age; and

In consideration of the agreements and covenants of the parties herein and with the
intention to be legally bound by this Agreement, the Parties agree as follows:

I. ACCURACY OF INFORMATION

The Parties represent that all information provided in relation to this gestational
surrogacy agreement is true, correct and complete to the best of their knowledge and that
the Parties have not knowingly falsified or omitted any material information and
understand that knowingly falsifying or omitting material information could constitute
a breach of this Agreement. The Parties acknowledge their continuing obligation to
provide updated information to the medical, legal and surrogacy professionals with
whom they are working in regard to the procedures contemplated by this Agreement.

II. EVALUATIONS, EXAMINATIONS, SCREENING, MEDICAL PROCEDURES

AND INSTRUCTIONS

A. Psychological Evaluation

Gestational Carrier has undergone or will undergo a psychological evaluation by a

mental health professional. Gestational Carrier agrees to sign a release allowing the
Commissioning Parents to obtain the results of the psychological evaluation. The
Commissioning Parents are relieved of any further obligation to continue with this
Agreement if the psychological evaluation is unfavorable or unsatisfactory.

B. Medical Providers, Obstetrical Care and Delivery

The Parties agree that all physical examinations, testing for sexually transmitted diseases,
including but not limited to HIV and hepatitis, and all medical procedures used to
achieve pregnancy, either have been performed or will be performed by or under the
supervision of________________ (hereafter “IVF Clinic”). The IVF Clinic will be the
treating physicians during the first ______________ weeks of any pregnancy achieved
under this Agreement.

The Parties agree that after being released from IVF Clinic’s care, all of Gestational
Carrier’s obstetrical care, including care provided by a certified nurse midwife, shall be
overseen by a certified obstetrician. The Gestational Carrier shall receive treatment from
the obstetrician and his or her associates and staff throughout the pregnancy and
delivery. Gestational Carrier agrees to select medical providers that are covered by her
health insurance and approved by the Commissioning Parents. The Gestational Carrier
further agrees to deliver the Child at an approved hospital approved jointly by her
obstetrician and the Commissioning Parents.
The Gestational Carrier agrees that the Commissioning Parents shall be able to attend her
prenatal appointments and be present at the Child’s birth. However, if the Gestational
Carrier is limited by hospital policy to only one support person, she may select the
support person of her choice to be present at the child’s birth.

The Gestational Carrier agrees to provide the Commissioning Parents with reasonable
notice of the dates and times of her medical appointments and to notify them when her
labor begins or of the planned delivery date if an induction or cesarean section is
scheduled.

The Gestational Carrier agrees to sign, in advance of the onset of labor, any consent
documents necessary for the Commissioning Parents to attend the delivery. In the event
of a medical complication or emergency during the pregnancy in which the health of the
Gestational Carrier or the fetus is at risk, the Gestational Carrier or her Husband shall
notify the Commissioning Parents of the situation immediately.

The Commissioning Parents agree to respect the Gestational Carrier’s need for privacy
and the support of her immediate family in this type of medical situation, but shall be
promptly informed of any major developments and shall have the right to consult with
the Gestational Carrier’s medical providers.

C. Gestational Carrier and Gestational Carrier’s Husband

Prior to any medical procedures, the Gestational Carrier shall undergo medical testing to
determine whether her health is satisfactory and whether she is capable of conceiving
and carrying a child. The Gestational Carrier and the Gestational Carrier’s Husband shall
undergo testing for sexually transmitted diseases, including but not limited to HIV and
hepatitis.

The Gestational Carrier and the Gestational Carrier’s Husband agree to sign all necessary
releases of medical information allowing the Commissioning Parents to receive
verification that the Gestational Carrier and the Gestational Carrier’s Husband have
successfully completed the medical screenings and the outcome of the testing. If the
medical screening results are unfavorable and the IVF Clinic does not approve the
Gestational Carrier, then the Commissioning Parents may terminate this Agreement
upon notice to the Gestational Carrier. However, any expenses incurred pursuant to this
Agreement through the date of termination of this Agreement shall remain the obligation
of the Commissioning Parents.
The Gestational Carrier agrees to submit to pregnancy testing prior to beginning any
procedures contemplated by this Agreement, in order to determine prior to each cycle
whether she is pregnant.
D. The Commissioning Parents

The Commissioning Parents shall undergo any testing required by the IVF Clinic to detect
the presence of sexually transmitted diseases, including but not limited to HIV and
hepatitis.

Prior to any embryo transfer, the Gestational Carrier may request verification from the
IVF Clinic that the Commissioning Parents have undergone testing and the outcome of
those tests. It is the Gestational Carrier’s responsibility to request that information
directly from IVF Clinic. The Commissioning Parents agree to sign releases of medical
information authorizing the IVF Clinic to release such information to the Gestational
Carrier.

E. Egg Donor

The egg donor has been or will be tested for sexually transmitted diseases, including but
not limited to HIV and hepatitis. Prior to any embryo transfers, the Gestational Carrier
may request for verification from the IVF Clinic that the donor has undergone testing and
the outcome of those tests. It is the Gestational Carrier’s responsibility to request that
information directly from the IVF Clinic.

F. Release of Information

The Gestational Carrier agrees to sign in advance and never to revoke authorizations for
release of medical information directing her obstetrician and any and all of her medical
providers to furnish written and verbal information to the Commissioning Parents and
regarding any pregnancy achieved pursuant to this Agreement and any medical
conditions or circumstances related to this pregnancy. The Gestational Carrier further
agrees to sign in advance and never to revoke authorizations for release of medical
information regarding the Child’s medical condition. The information shall include but
not be limited to examination records, ultrasounds and results of laboratory tests
performed on the Gestational Carrier and the Child, and shall be released to the
Commissioning Parents.

The Gestational Carrier shall authorize the release of medical information prior to
conception, throughout her pregnancy and after birth at the request of the
Commissioning Parents.

The Gestational Carrier agrees to release copies of her medical records of her previous
pregnancies and deliveries, and any other previous medical records that are relevant to
pregnancy. The Commissioning Parents agree to pay the costs incurred to obtain these
records.
G. Sexual Activity

During the term of this Agreement, the Gestational Carrier and Gestational Carrier’s
Husband agree to follow all instructions regarding sexual activity that are given to them
by the IVF Clinic, her obstetrician and his or her staff, and all other treating physicians
and staff. These instructions may include abstinence from sexual intercourse and
abstinence from any sexual activity that would allow the transmission of sexually
transmittable diseases (including but not limited to HIV).

The Gestational Carrier must abstain from any sexual intercourse for a period designated
by the IVF Clinic prior to and after the embryo transfer.

The Gestational Carrier and Gestational Carrier’s Husband agree and understand that
during the term of this Agreement, they have the responsibility to make sure the
Gestational Carrier does not become pregnant except as contemplated by this Agreement.

H. Medical Instructions, Diet and Prenatal Vitamins

The Gestational Carrier agrees to follow all medical instructions given to her by
physicians and medical staff at the IVF Clinic, her obstetrician and his or her staff, and all
other treating physicians and staff during the term of this Agreement. The Gestational
Carrier agrees to begin taking prenatal vitamins when directed to do so by her physician
and agrees to follow her physician and obstetrician’s instructions regarding the prenatal
medical examination schedule, healthy diet, the use of vitamins and caffeine.

The Gestational Carrier agrees to submit to any medical test or procedure deemed
necessary or advisable by her physician or obstetrician, or requested by The
Commissioning Parents including but not limited to random, unannounced drug, alcohol
and nicotine testing.

I. Restrictions Regarding Use of Substances; Harmful Exposure

Beginning on the date of this Agreement, and continuing throughout the pregnancy until
birth, the Gestational Carrier agrees to not use or be exposed to tobacco products; not use
or be exposed to marijuana products; not use or be exposed to any illegal substances or
drugs; and not use prescribed medication or supplements without prior written consent
of her obstetrician or physician.
Beginning on the date she is so advised by the IVF Clinic or her obstetrician or when she
begins injected cycle medications, whichever occurs first, and continuing throughout
pregnancy and until birth, the Gestational Carrier agrees not to drink any alcoholic
beverages. During this same period, the Gestational Carrier will not use non-prescription
medication or supplements without the prior consent of her obstetrician or physician.

The Gestational Carrier further agrees that she will not knowingly allow herself to be
exposed to excessive or harmful radiation (including medical or dental x-rays) except in
the case of a medical emergency, or to toxic chemicals and pesticides known to be harmful
to a fetus. She will avoid contact with animal feces (such as cleaning litter boxes).

The Gestational Carrier shall provide the Commissioning Parents with notice of any
prescription medication or supplement that she is given by her obstetrician or any other
physician, and if possible, will provide the notice before taking the medication or
supplement, but if it is not possible to provide prior notice, agrees to do so within five
days after receiving the prescription. Violation of this section shall be considered a
material breach.

J. Strenuous Activity, Travel, Residence

The Gestational Carrier agrees not to participate in dangerous sports or activities and not
to knowingly place herself in life-threatening or dangerous situations, or otherwise act to
place the Child in danger of harm. The Gestational Carrier agrees to consult with her
obstetrician or physician regarding appropriate levels of physical activity and
understands that she may be advised by her obstetrician or physician to refrain from
strenuous activity or exercise during the term of this Agreement.

The Gestational Carrier agrees to follow her obstetrician or physician’s instructions and
advice regarding activity and exercise. The Gestational Carrier agrees to consult with,
and follow the advice of, all treating physicians regarding travel during the term of this
Agreement and throughout her pregnancy and agrees not to travel by air without first
obtaining her obstetrician’s approval.

The Gestational Carrier further agrees that after the start of the 32nd week of gestation in
a singleton pregnancy, or after the start of the 28th week of gestation in a multiple
pregnancy, she will continue to reside in within the vicinity of the hospital where she is
to give birth until after the completion of any resulting pregnancy.

K. Parentage Testing

If the Commissioning Parents request for parentage testing, the Gestational Carrier and
the Gestational Carrier’s Husband shall agree to submit to such testing during the
pregnancy and after birth and shall further agree to sign any and all necessary consents.
The Commissioning Parents shall pay the expenses for parentage testing.

If testing determines that the Gestational Carrier or Gestational Carrier’s Husband is the
genetic parent of the Child, and conception did not occur due to a medical error, the
Gestational Carrier will be in material breach of this Agreement and the Commissioning
Parents will have all remedies available at law or in equity. The Commissioning Parents
will not be obligated to assume custody of the Child, and their obligations under this
Agreement shall cease immediately.

The Gestational Carrier shall receive no further payment due pursuant to section III, and
shall reimburse the Commissioning Parents for all payments she has already received
under section III and for all expenses paid by the Commissioning Parents pursuant to this
Agreement.

In such event, the Gestational Carrier and the Gestational Carrier’s Husband also agree
to indemnify and hold harmless the Commissioning Parents from any and all future
financial obligations with regard to the Child.

L. Consent to Medical Procedures

The Gestational Carrier and the Gestational Carrier’s Husband consent to the medical
procedures required for embryo transfers and understand that the Gestational Carrier
will be undergoing fertility drug therapy prior to and after conception. The Gestational
Carrier and the Gestational Carrier’s Husband agree to execute any additional consents
or releases that are reasonably necessary for these medical procedures.

The Gestational Carrier specifically agrees to undergo an induction and/or a cesarean

section if her obstetrician advises her to do so for a medical reason.

M. Medical Procedures

The Gestational Carrier agrees to undergo the drug therapy prescribed by the IVF Clinic,
which includes injections and oral medication, before and after conception.

The Gestational Carrier agrees to undergo blood tests and ultrasounds to evaluate
hormonal levels throughout the term of this Agreement.

The Gestational Carrier further agrees to submit to any physical examination or medical
tests recommended by the IVF Clinic or her obstetrician.

The Gestational Carrier shall undergo in vitro fertilization/embryo transfer, during

which embryos will be transferred to the Gestational Carrier. The embryos will consist of
the Commissioning Parents’ sperm and eggs.

If the Gestational Carrier does not become pregnant after the first embryo transfer
procedure, the Parties intend to attempt up to two (2) more embryo transfer procedures
during subsequent cycles that the Commissioning Parents agree to complete within eight
(8) months after the date of the first embryo transfer procedure.

The Parties intend that only one embryo will be transferred to Gestational Carrier in any
given cycle, but may mutually agree to transfer a different number at a later date. In no
event will more than two (2) embryos be transferred in a given cycle.

The Gestational Carrier shall follow the IVF Clinic’s instructions regarding bedrest,
activity and travel following the embryo transfer procedure. The Gestational Carrier
understands that she may be required to stay on bedrest, may not be able to perform her
regular activities, and may be prohibited from traveling for a period of time after the
embryo transfer procedure.

If, at any time, the Gestational Carrier is found to be incapable of carrying a child, neither
the Commissioning Parents nor the Gestational Carrier shall be under any further
obligation with respect to this Agreement and this Agreement shall terminate forthwith.
However, any expenses, including but not limited to medical and legal expenses,
incurred pursuant to this Agreement through to the date of termination of this
Agreement shall remain the obligation of the Commissioning Parents.

III. PAYMENT AND REIMBURSEMENT

Upon execution of this Agreement and before the Gestational Carrier begins taking
injectable medication, the Commissioning Parents shall place sufficient funds in a trust
account to cover for the Gestational Carrier’s initial estimated compensation and
expenses. The Gestational Carrier may request to be provided with proof of deposit of
those funds, and is not obligated to proceed under this Agreement unless and until she
has received proof of the deposit.

The Commissioning Parents shall replenish the trust account as needed to meet their
obligations under this Agreement within ten (10) days of a written request from the
Gestational Carrier or the Gestational Carrier’s Husband.

The Parties agree that a portion of these funds, including the Gestational Carrier’s base
compensation and any additional payments for multiples, may be administered by a
third party escrow agent. The Parties will execute the relevant escrow agreement in such
instance.

None of the provisions in this Agreement shall be construed as a fee for termination of
the Gestational Carrier’s parental rights or a payment in exchange for surrender of a
child, for the Gestational Carrier’s placement of a child with the Commissioning Parents
or for consent to an adoption.

In recognition of the Commissioning Parents’ obligation of support toward the Child, to

assist the Gestational Carrier with her living expenses, for the Gestational Carrier’s
physiological changes, discomfort and inconvenience she will experience as a result of
her participation in this Agreement, and to reimburse her in part for the pain, suffering
and emotional distress she may suffer as a result of her participation in this Agreement,
the Commissioning Parents shall provide the Gestational Carrier with the amounts set
forth below;-

a) Payments to the Gestational Carrier

i. The Commissioning Parents will pay the Gestational Carrier Kshs.________ as base
compensation with the payments to be made throughout the pregnancy and after
birth as follows:-
 a) Kshs.______after receiving two positive blood tests confirming pregnancy and
ultrasound confirmation of a fetal heartbeat, to be paid within ten (10) business
days of the ultrasound. If after two positive blood tests, the ultrasound
confirmation detects a gestational sac but no fetal heartbeat, the Gestational
Carrier will receive Kshs._______, to be paid within ten (10) business days of the
ultrasound.

b) The balance of Kshs.________ shall be due in payments of Kshs._______and will

be mailed out on the first day of each subsequent month of pregnancy, with any
balance due after birth.

c) If the pregnancy is terminated by miscarriage or otherwise in accordance with this

Agreement, the Gestational Carrier is entitled to receive a prorated portion of the
Kshs._________ base compensation equal to the number of weeks she has been
pregnant times Kshs.______per week, less whatever base compensation payments
already have been made to the Gestational Carrier, to be mailed within ten (10)
business days of the termination.

d) The Gestational Carrier is entitled to receive and retain the entire Kshs.______base
compensation and any additional compensation to which she is otherwise entitled
for multiples, if, prior to 32 weeks of pregnancy, the Gestational Carrier delivers a
live child and the child survives birth by seven (7) days. Such compensation is due
regardless of whether the child is diagnosed to have a terminal condition or is
bornwith substantial medical abnormalities. If the child does not survive birth by
seven (7)days, Gestational Carrier is entitled to receive a prorated portion of the
Kshs.____________base compensation equal to the number of weeks she has been
pregnant times Kshs._______ per week, less whatever base compensation
payments already have been made to the Gestational Carrier.

e) Except as otherwise provided in this Agreement, the Gestational Carrier is entitled

to receive and retain the entire base compensation if she delivers a child after
completing 32 weeks of pregnancy, regardless of whether the child is viable,
stillborn, dies shortly after birth, is released from the hospital, is diagnosed to have
a terminal condition, or is born with substantial defects or abnormalities.

f) Any prorated compensation paid pursuant to this Agreement shall be calculated

based on the conventional 40 week gestational calendar. This means that the
Gestational Carrier will be considered to be more than two (2) weeks pregnant at
the time of the embryo transfer.

ii. If the Gestational Carrier is pregnant with multiples, the base compensation will be
increased by Kshs._______ for each additional Child, to be paid by increasing the
monthly payments described in section III(A)(i)( b) by Kshs._______ per month for each
additional Child, with any remainder due after birth. These payments will begin upon
ultrasound confirmation of a multiple pregnancy and continue for each month during
 which Gestational Carrier remains pregnant with multiples. If at any point it is
determined that Gestational Carrier is no longer pregnant with multiples, she will
retain the monthly payments she has already received, but will not receive any further
distribution of the multiples fee. All calculations referred to in section III (A)(i) at
Kshs.______ per week will be increased by Kshs._____ per week per additional Child,
provided Gestational Carrier was pregnant with multiples at the time of the
miscarriage, termination or delivery.

b) Mock Cycle

The Gestational Carrier will receive Kshs.________for the mock cycle, to be sent within
ten (10) business days after completion of the cycle.

c) Embryo Transfer

The Gestational Carrier will receive Kshs._______when she begins taking injectable
medication in anticipation of the embryo transfer, and an additional Kshs.________ after
the embryo transfer procedure, to be sent within ten (10) business days after the date of
the transfer. If the embryo transfer is unsuccessful, the Gestational Carrier shall receive
the same sums if she undergoes subsequent cycles.

d) Cancelled Cycle

If the cycle is cancelled due to no fault of Gestational Carrier and she has begun taking
injections, she will keep the Kshs._______ that she received when she started taking
injections for the cycle.

e) Maternity Clothing

If a pregnancy is confirmed, the Gestational Carrier will receive Kshs._______for

maternity clothing expenses (or Kshs._________ if she is pregnant with multiples), to be
sent within ten (10) business days following the completion of the twelfth (12th) week of
gestation.

f) Monthly Expense Allowance

The Commissioned Parents will pay the Gestational Carrier Kshs.________per month for
miscellaneous expenses, with payments beginning on the first of the month immediately
following execution of this Agreement or the beginning of Gestational Carrier’s medical
screening appointments, whichever occurs first. These payments shall continue on the
first of each subsequent month until one (1) month following delivery of the Child,
miscarriage of the pregnancy or termination of the pregnancy pursuant to the terms of
this Agreement; or, if this Agreement is terminated according to its terms prior to birth,
miscarriage, or termination of pregnancy, the payment shall continue until all Parties are
notified of the termination. In other words, the Gestational Carrier will receive the
payment after she begins medical screening appointments or after all parties have signed
the Agreement, and she is waiting to begin a cycle, waiting between cycles, or is pregnant.

If the Gestational Carrier and the Commissioned Parents agree that the Gestational
Carrier will provide breast milk for the Child after birth, then the monthly expense
allowance will continue for so long as the provision of breast milk continues.

Expenses covered by this allowance include local travel (less than 80 Kilometers one
way), lost wages due to regular prenatal appointments, childcare for regular prenatal
appointments, telephone calls, faxes, postage and other reasonable and necessary
miscellaneous expenses.

The Gestational Carrier is not required to provide receipts for expenses paid pursuant to
this section.

g) Cesarean Section

If the Gestational Carrier delivers by cesarean section for medical reasons, she shall
receive Kshs.________ for her pain, suffering and inconvenience, to be sent within ten
(10) business days following the procedure.

h) Invasive Procedures

If the Gestational Carrier undergoes a required invasive procedure related to a pregnancy

achieved pursuant to this Agreement, including but not limited to amniocentesis,
chorionic villi sampling, biopsy, selective reduction of pregnancy or Dilation and
Curettage, she shall receive Kshs.________ per procedure, to be sent within ten (10)
business days following the procedure(s).

If the Gestational Carrier undergoes a termination of pregnancy pursuant to the terms of

this Agreement that is performed after the end of the thirteenth week of gestation, she
shall receive Kshs._______, in addition to any other Invasive Procedure fees that are
applicable under this Agreement.

i) Loss of Uterus, Fallopian Tubes, or Ovaries

If the Gestational Carrier suffers a loss of her uterus as a result of the performance of her
obligations under this Agreement, she shall receive Kshs._______ from The
Commissioning Parents.

Additionally, if the Gestational Carrier suffers a loss of one or more fallopian tubes or
ovaries as a result of the performance of her obligations under this Agreement, she shall
receive Kshs. ________ from the Commissioning Parents. The amount of Kshs.______
shall be the same regardless of whether one or more of her fallopian tubes or ovaries are
lost.
The Commissioning Parents shall not be responsible for any compensation under this
section if the loss occurs more than three months after the date of delivery, termination
or miscarriage.

Although the Gestational Carrier and the Gestational Carrier’s Husband assume the
medical risks of a loss of reproductive capacity, The Commissioning Parents agree to pay
these sums to compensate the Gestational Carrier for her additional discomfort and
distress that may result.

j) Life Insurance

The Commission Parents agree to pay for a term life insurance policy for Gestational
Carrier that provides coverage in the amount of Kshs._________. The Commissioning
Parents are responsible for paying the premiums and shall maintain the life insurance for
eight weeks after the date of birth.

The Gestational Carrier is responsible for obtaining the life insurance coverage and shall
designate her spouse and children (in trust, via custodian, or directly) as the beneficiaries
of the policy.

The Gestational Carrier’s failure to obtain life insurance shall constitute a waiver and a
release of the Commissioning Parents’ obligation to provide life insurance coverage to
the Gestational Carrier.

The Commissioning Parents’ liability to the Gestational Carrier, the Gestational Carrier’s
Husband, the Gestational Carrier’s children and heirs, and the Gestational Carrier’s estate
in the event of the Gestational Carrier’s death is limited to the Commissioning Parents’
agreement to provide life insurance and any life insurance benefits received.

k) Counseling

The Commissioning Parents shall provide up to Kshs._____ for surrogacy-related

counseling to the Gestational Carrier. The funds provided by the Commissioning for
surrogacy-related counseling will be available for a maximum of one year following birth
and are available only for the purpose of counseling.

l) Attorney Fees

1. The Commissioning Parents shall be responsible for the Gestational Carrier’s attorney
fees up to Kshs.________ for the review of this Agreement prior to the time the
Gestational Carrier and the Gestational Carrier’s Husband sign the Agreement.

2. The Commissioning Parents shall be responsible for the Gestational Carrier’s attorney
fees in order to establish the Commissioning Parents’ legal relationship with the
Child.
3. The Commissioning Parents shall be responsible for a maximum of Kshs.________ for
the Gestational Carrier’s attorney fees incurred if she consults with an attorney for an
interpretation of the Agreement after the Agreement has been signed.

4. The Commissioning Parents shall not be responsible for attorney fees incurred in
efforts by Gestational Carrier or Gestational Carrier’s Husband to avoid, dispute or
challenge the terms of this Agreement.

m) Taxes

The Commissioning Parents shall not be responsible for any state or local taxes that might
be owed by the Gestational Carrier and the Gestational Carrier’s Husband for any
payments made pursuant to this Agreement. The parties are advised to consult
independent counsel or tax professionals regarding tax issues.

It is the responsibility of any person receiving payments or reimbursements pursuant to

this Agreement to determine the tax consequences and to make any necessary reports
and/or returns to the relevant taxing authorities.

n) Gestational Carrier’s Medical Insurance

The Gestational Carrier has health insurance through _______________. The Gestational
Carrier has provided the Commissioning Parents with a copy of her policy and proof of
coverage so that the Commissioning Parents can review the policy before they incur or
pay any expenses pursuant to this Agreement.
The Commissioning Parents have had an opportunity to review the policy and they are
satisfied with the coverage.

If the Commissioning Parents ask the Gestational Carrier to obtain a different or

supplemental health insurance policy, the Commissioning Parents will pay the premiums
for the new policy for coverage beginning when the insurance is obtained and continuing
for eight (8) weeks after delivery, termination of pregnancy, miscarriage or a failed
embryo transfer, unless there are ongoing complications from the pregnancy or birth at
eight (8) weeks, in which case they will continue to be responsible for the premiums for
a maximum of eight (8) additional weeks. However, if the Agreement is terminated
before the Gestational Carrier begins the IVF medication or if she terminates the
Agreement for any reason other than pursuant to the advice of the IVF Clinic, the
Commissioning Parents’ obligation to pay the premiums shall cease immediately. The
Gestational Carrier agrees to cooperate in applying for any such alternate insurance.

During the term of this Agreement, the Gestational Carrier and the Gestational Carrier’s
Husband shall make their best efforts to maintain the Gestational Carrier’s medical
insurance plan, and agree not to cancel her insurance or take any actions that result in
termination of the policy, including but not limited to changing plans or carriers during
the term of this Agreement.
The Gestational Carrier agrees to use her medical insurance for the medical procedures
contemplated by this Agreement.

The Gestational Carrier shall immediately notify the Commissioning Parents in writing
of any and all notices she receives or becomes aware of regarding her medical insurance
coverage. These notices include, but are not limited to, cancellation notices, past payment
due notices, changes in coverage, or denial of coverage.

The Parties shall make their own investigation of the existence and extent of coverage for
the conduct contemplated by this Agreement.

If the Gestational Carrier or the Gestational Carrier’s Husband cancel’s her policy or
knowingly takes any action that results in termination of her policy, the Commissioning
Parents will not be responsible for any medical expenses that would have been covered
had the Gestational Carrier’s present policy remained in force. The Commissioning
Parents and the Gestational Carrier will use their best efforts to obtain replacement
insurance for the Gestational Carrier, if such insurance is available.

The Parties represent that they are not relying on their attorneys to determine the
adequacy or sufficiency of any health insurance policy obtained by the Gestational
Carrier or the Commissioning Parents for purposes of this Agreement.

o) The Gestational Carrier’s Medical Expenses

1. The Commissioning Parents will pay the expenses for the Gestational Carrier’s
medical screenings incurred in connection with this Agreement and in preparation
for pregnancy and for medical expenses associated with in vitro fertilization and
embryo transfers.

2. The Commissioning Parents will pay the co-pays, coinsurance and deductibles for the
Gestational Carrier’s pregnancy and birth-related medical expenses incurred as a
result of her performance under this Agreement, during her pregnancy and the post-
partum period. The Commissioning Parents will be responsible for co-pays,
coinsurance and deductibles for a maximum of eight (8) weeks after delivery,
termination of pregnancy, miscarriage or a failed embryo transfer, unless there are
ongoing complications from the pregnancy or birth at eight (8) weeks, in which case
they will continue to be responsible for a maximum of eight (8) additional weeks.

3. The Gestational Carrier and the Gestational Carrier’s Husband agree to use their best
efforts to maintain the Gestational Carrier’s health insurance policy for eight (8) weeks
after birth, termination of pregnancy, miscarriage or a failed embryo transfer, unless
there are ongoing complications from the pregnancy or birth at eight (8) weeks, in
which case they will continue to maintain the insurance for a maximum of eight (8)
additional weeks.
4. The Commissioning Parents shall be responsible for the deductible portion of the
Gestational Carrier’s medical expenses only if the expenses are incurred in
relationship to the pregnancy. The Commissioning Parents shall make any payments
due for medical co-pays, coinsurance and deductibles to the health care provider in a
timely manner or reimburse the Gestational Carrier if she made the payment.

5. The Gestational Carrier shall submit all pregnancy and birth-related medical expenses
to her insurance company for payment and make her best efforts to ensure that her
medical insurance company makes payment. If the Gestational Carrier seeks
reimbursement or payment pursuant to this section, she shall provide the
Commissioning Parents with a receipt or invoice indicating the amount owed and
medical treatment or service which generated the co-pay, coinsurance or deductible
expense.

6. Under no circumstances will the Commissioning Parents be responsible for any

pregnancy or birth-related medical expenses incurred more than eight (8) weeks after
the date of birth, miscarriage, termination of the pregnancy or failed embryo cycle, or
more than sixteen (16) weeks after the date of birth, miscarriage, termination of the
pregnancy or failed embryo cycle, if ongoing complications from the pregnancy or
birth exist at eight (8) weeks, as described in paragraph 2 above. The Commissioning
Parents recognize that they may receive bills for which they are responsible after the
expiration of the applicable time period because of the medical providers’ billing
practices and processing time, but that the expenses for which they are responsible
were incurred during the covered time period.

7. Nothing in this Agreement shall be interpreted to create a legal obligation to pay on

the part of the Commissioning Parents for services that are covered under Gestational
Carrier’s health insurance. The Commissioning Parents are not Guarantors of medical
payments, and the Parties do not intend that there be any third party beneficiaries of
or to this Agreement.

8. The Gestational Carrier’s pregnancy and birth-related medical expenses” include but
are not limited to services provided by physicians, obstetricians, midwives,
hospitalization, pharmaceutical, laboratory and physical therapy providers. The
Gestational Carrier’s pregnancy and birth related medical expenses” do not include
expenses for psychological or emotional conditions that Gestational Carrier may
experience as a result of her performance under this Agreement or services provided
by mental health therapists, including but not limited to, psychologists, psychiatrists,
social workers and counselors.

p) Child’s Medical Insurance and Expenses

The Commissioning Parents agree to obtain medical insurance upon birth that will cover
any child born pursuant to this Agreement beginning on the date of birth the
Commissioning Parents may add the Child to a family insurance policy, if applicable, or
may obtain an individual health insurance policy for the Child at birth. The
Commissioning Parents will be responsible for any premiums charged for the Child’s
coverage, and for any co-pays, coinsurance and deductibles. In the event the
Commissioning Parents do not obtain medical insurance for the Child, the
Commissioning Parents agree to pay directly for any and all medical costs for the Child.

q) Lost Income and Childcare for Screening Appointments

If the Gestational Carrier is required to miss work in order to attend medical screening
appointments related to her performance under this Agreement, the Commissioning
Parents shall reimburse her for her lost income up to a maximum of twelve (12) hours
total. The Gestational Carrier shall be reimbursed for her gross lost wages, in an amount
to be determined based on her current income of Kshs.______per hour.

The Gestational Carrier will also be reimbursed if she incurs supplemental childcare
expenses (beyond the childcare she would normally utilize) in order to attend the
required medical screening appointments. Reimbursable expenses for childcare shall not
exceed Ksh.__________per hour, up to a maximum of twelve (12) hours total.

r) Lost Income and Childcare for Embryo Transfer Procedures

If the Gestational Carrier is required to miss work for an embryo transfer, the physician
directed bedrest following a transfer, or for related medical monitoring, she will be
reimbursed for her lost income for the number of hours missed from work. The
Gestational Carrier shall be reimbursed for her gross lost wages, in an amount to be
determined based on her current income of Kshs.________per hour. If the Gestational
Carrier incurs additional costs for childcare for an embryo transfer, the physician-
directed bedrest following a transfer, or for related medical monitoring, she will be
reimbursed for supplemental childcare expenses (beyond the childcare she would
normally utilize).

Reimbursable expenses for childcare shall not exceed Kshs._______per hour. If 24 hour
childcare is required, reimbursable expenses shall not exceed Kshs.________ per day.

s) Disability/Lost Income

If the Gestational Carrier is unable to continue her employment or is required to reduce

her work hours due to medical conditions caused by the pregnancy, and her obstetrician
recommends that she reduce her work hours or quit working to protect her health or the
health of the fetus, the Commissioning Parents shall reimburse the Gestational Carrier
for her lost income to the extent it is not replaced by disability insurance reimbursements.

The Gestational Carrier shall use her best efforts to obtain wage replacement from any
available disability insurance policies, to help offset the Commissioning Parents’ costs.
The Gestational Carrier shall be reimbursed for her gross lost wages in an amount to be
determined based on her average income at the date of disability. The Gestational Carrier
typically works 40 hours per week and earns Kshs.__________per hour (gross). Her
income may be more or less at the time of disability, and the Gestational Carrier shall
provide written proof of income at the time of disability. Because the Gestational Carrier’s
work hours vary from week to week, the reimbursement amount will be calculated using
an average of the Gestational Carrier’s gross income over the preceding two (2) months.

The Gestational Carrier shall be entitled to receive reimbursement beginning on the date
of disability and continuing through the date of delivery or until her obstetrician releases
her to return to work, whichever occurs first. If the Gestational Carrier seeks
reimbursement pursuant to this section, she shall provide the Commissioning Parents
with a written recommendation from her obstetrician.

t) Lost Income After Delivery

If the Gestational Carrier is employed at the time of delivery, or was employed during
the pregnancy and was unable to continue her employment based on her obstetrician’s
recommendation, the Commissioning Parents agree to reimburse the Gestational Carrier
for her gross lost income from the time of delivery until her obstetrician releases her to
return to work, but in no event for longer than three weeks after vaginal delivery or five
weeks after birth if she delivers by cesarean section. The Commission Parents shall not
be responsible for the Gestational Carrier’s lost income to the extent her income is
replaced by disability insurance reimbursements.
The Gestational Carrier shall be reimbursed in an amount to be determined based on her
income at the time of delivery. If Gestational Carrier seeks reimbursement pursuant to
this section, she shall provide the Commissioning Parents with written proof of her
current income.

u) Lost Income for Gestational Carrier’s Husband

The Commissioning Parents also agree to pay for up to ten (10) days of lost income for
the Gestational Carrier’s Husband if he is required to miss work for his performance
under this Agreement or to assist the Gestational Carrier as a result of her performance
under this Agreement. The amount shall be determined based on the Gestational
Carrier’s Husband’s income at the time he misses work.

The Gestational Carrier’s Husband’s gross income is currently approximately

Kshs._______per hour, and he works 40 hours per week. His income may be more or less
at the time of the request for reimbursement, and he shall provide the Commissioning
with written proof of income.

v) Childcare and Housekeeping in the Event of Disability

If the Gestational Carrier is unable to continue caring for her children and maintaining
her household due to medical conditions caused by the pregnancy, and her obstetrician
prescribes bedrest or places restrictions on her activity to protect her health or the health
of the fetus, and she needs the assistance of individuals who require compensation, the
Commissioning Parents agree to pay the Gestational Carrier’s expenses for supplemental
childcare and housekeeping from the date the Gestational Carrier is placed on bedrest or
required to restrict her activities through the date of delivery.

Expenses for childcare shall not exceed Kshs.______per hour and Kshs.______per week,
unless otherwise agreed to in writing by the Parties. Expenses for housekeeping shall not
exceed Kshs._______per week unless otherwise agreed to in writing by the Parties.

Reimbursement for childcare shall be limited to supplemental childcare that the

Gestational Carrier requires because of her disability. “Supplemental childcare” means
childcare above and beyond the services utilized by Gestational Carrier prior to her
disability.

The Gestational Carrier shall provide the Commissioning Parent with provider receipts
for childcare and housekeeping expenses if they are requested because of bedrest or
restrictions on her activities. The Gestational Carrier will not be reimbursed unless she
provides the receipts, which include the provider’s name, the nature of the expense, the
date services were provided and the amount of the expense.

Reimbursement will not occur until after the childcare and housekeeping has been
provided, the expenses earned by the outside provider and the necessary documentation
provided to the Commissioning Parents.

If the Gestational Carrier seeks compensation pursuant to this section, she shall provide
the Commissioning Parents with a written recommendation from her obstetrician.

Any reimbursements due under this section shall be paid on the first and/or the fifteenth
of each month as applicable.

w) Childcare During and After Delivery

The Commissioning Parents will also reimburse the Gestational Carrier for supplemental
childcare expenses for the labor and delivery of the Child, and for up to two (2) weeks
following a vaginal delivery, up to a maximum of Kshs._______ total, or four (4) weeks
following a cesarean delivery, up to a maximum of Kshs._______ total.

The Gestational Carrier shall provide the Commission Parents with provider receipts for
childcare expenses if they are requested pursuant to this paragraph. The Gestational
Carrier will not be reimbursed unless she provides the receipts, which include the
provider’s name, the nature of the expense, the date services were provided and the
amount of the expense.

Reimbursement will not occur until after the childcare has been provided, the expenses
earned by the outside provider and the necessary documentation provided to the
Commissioning Parent. Any reimbursements due under this section shall be paid on the
first and/or the fifteenth of each month as applicable.
x) Breast Milk

The Parties have agreed that the Gestational Carrier will not pump and provide breast
milk for the child. In the event the Parties later agree to the provision of breast milk by
the Gestational Carrier, the Gestational Carrier agrees to use her best efforts to pump and
provide breast milk for the Child for so long as the Gestational Carrier and the
Commissioning Parents mutually agree.

The Commissioning Parents would be responsible for the cost of renting a professional
breast pump, purchase of other necessary supplies, and payment for pickup and delivery
of the breast milk. In addition, the Commission Parents agree to pay the Gestational
Carrier Kshs._______ per week for her additional time and effort in providing the milk.

y) Travel Expenses

To the extent the Gestational Carrier is required to travel greater than Eighty (80)
Kilometers from her home to fulfill her obligations under this Agreement, she will be
reimbursed for her actual, reasonable travel expenses as provided below.

The Gestational Carrier currently resides within 80 kilometers of the IVF Clinic and is
therefore not expected to receive reimbursement of travel expenses. However, the Parties
understand that circumstances may change during the course of this Agreement, such as
the Gestational Carrier’s residence or the selection of IVF Clinic, in which case the
following provisions may apply:

1. Mileage at the rate of ___________ per Kilometer for travel greater than Eighty
Kilometers from her home (presently __________, Nairobi, Kenya) to IVF Clinic or
another facility for screening and medical appointments. If the Gestational Carrier
is required to travel by air, the Commissioning Parents will pay for coach airfare
to IVF Clinic, as well as parking charges and additional reasonable ground
transportation expenses for travel between the airport, hotel and IVF Clinic. The
Gestational Carrier will be reimbursed for her adult companion’s airfare and/or
mileage for the embryo transfer appointment and other appointments as required
by IVF Clinic.

2. If the Gestational Carrier is required to stay overnight away from her home for her
performance of this Agreement, the The Commissioning Parents agree to pay for
a reasonable, cost efficient hotel, with arrangements to be made or approved in
advance by the Commissioning Parents.

3. For a required overnight trip away from her home, the Gestational Carrier will
also receive a non-accountable meal allowance of Kshs. _______per day. Days of
travel to IVF Clinic for an overnight stay qualify for receiving the allowance; days
of travel home qualify as a half-day of travel and she will receive a non-
accountable meal allowance of Kshs_________. For a required day trip to IVF
Clinic, the Gestational Carrier will receive a non-accountable meal allowance of
 __________per day. Any reimbursements due under this section shall be sent
within ten (10) business days of receiving the Gestational Carrier’s request for
reimbursement.

IV. PRENATAL TESTING AND TERMINATION OF PREGNANCY

A. Prenatal Testing

The Gestational Carrier agrees to undergo prenatal testing, including but not limited to
nuchal translucency, amniocentesis, quadruple screen test, chorionic villi sampling and
ultrasounds, if requested by the Commissioning Parents or advised by the Gestational
Carrier’s obstetrician.
The Gestational Carrier agrees to undergo the requested prenatal screening during the
stage of the pregnancy recommended by the obstetrician for optimal effectiveness.

B. Termination of Pregnancy

1. The Parties understand that the Gestational Carrier may have a unilateral legal
right to terminate or not terminate any pregnancy that she may be carrying. The
Parties understand that the exercise of such rights has consequences to the other
Parties and this Agreement sets forth the consequences that the Gestational Carrier
and the other Parties acknowledge will be the result of the Gestational Carrier
exercising any such rights.

2. The Gestational Carrier agrees not to terminate the pregnancy unless her
obstetrician concludes that termination of the pregnancy is necessary for the
Gestational Carrier’s health. If the Gestational Carrier terminates the pregnancy
for any other reason other than that of the obstetrician recommendation she will
have materially breached this Agreement.

3. If the Gestational Carrier’s obstetrician recommends termination because it is

necessary for the Gestational Carrier’s health, the Gestational Carrier shall notify
the Commissioning Parents at least ten (10) days prior to termination of the
pregnancy unless immediate termination is required because of a medical
emergency threatening the Gestational Carrier’s health or life. The Commissioning
Parents shall be entitled to consult with the obstetrician prior to termination, and
the Gestational Carrier agrees to cooperate in obtaining a second opinion at the
Commissioning Parents’ request.

4. In the event of a miscarriage or termination of pregnancy, the Parties may agree to

attempt to achieve a second pregnancy. If the Parties decide to go forward with
another attempt at pregnancy, the terms of this Agreement shall govern such other
or subsequent attempts as may be agreed by the parties.

5. In the event of a miscarriage or termination of pregnancy, either the

Commissioning Parents or the Gestational Carrier may terminate this Agreement,
 upon written notice to the other, and if such notice is given, neither the Gestational
Carrier nor the Commissioning Parents shall have any further obligation under
this Agreement. The Gestational Carrier shall be entitled to receive the expenses
and reimbursement described in section III.

V. SELECTIVE REDUCTION

Although the Parties intend to transfer only one embryo in any given cycle, they
understand there is still the possibility that a multiple pregnancy may result. The Parties
agree they will consent to selective reduction of fetuses if the Gestational Carrier becomes
pregnant with more than two fetuses or if it is recommended by the IVF Clinic or the
Gestational Carrier’s obstetrician for the health or life of the Gestational Carrier or the
fetuses.

The Commissioning Parents agree that they will not request the Gestational Carrier to
undergo a selective reduction because of an otherwise healthy twin pregnancy.

If a selective reduction procedure is contemplated by any Party to this Agreement, she or

he will communicate promptly to the other Parties before taking any action.

VI. PARENT-CHILD RELATIONSHIP

A. Gestational Carrier and Gestational Carrier’s Husband

The Gestational Carrier and the Gestational Carrier’s Husband agree that the Child is
being conceived for the purpose of placing the Child in the custody of the Commissioning
Parents so they can parent the Child and establish their legal relationship with the Child.

The Gestational Carrier and the Gestational Carrier’s Husband agree not to form or
attempt to form a parent-child relationship with any child born pursuant to this
Agreement.

The Gestational Carrier and the Gestational Carrier’s Husband agree to sign and deliver
to the Commissioning Parents or their attorney all necessary documents prior to and after
the birth of the Child, including but not limited to all necessary affidavits, documents,
releases and consents in order to terminate their parental rights to the Child, to
acknowledge and create the Commissioning Parents’ parental rights, to establish
custody, guardianship, paternity or maternity, or to assist the Commissioning Parents in
an adoption of the Child, and to further the intent and purposes of this Agreement.

The Gestational Carrier and the Gestational Carrier’s Husband agree to relinquish the
Child to the Commissioning Parents as soon as possible after birth, acknowledging and
agreeing that it is in the best interest of the Child to do so.

The Gestational Carrier shall sign a Power of Attorney authorizing The Commissioning
Parents to make all medical decisions regarding the Child immediately upon the Child’s
birth. This Power of Attorney will be signed prior to the Child’s birth. An additional
Power of Attorney shall be executed after birth if requested by the Commissioning
Parents.

B. The Commissioning Parents

The Commissioning Parents shall take all necessary steps to create and finalize their legal
relationship with the Child and to terminate the legal relationship between the
Gestational Carrier and the Child, and between the Gestational Carrier’s Husband and
the Child.

The Commissioning Parents’ failure to finalize their legal relationship with the Child
shall be considered a failure to perform under this Agreement.

C. Name
The Gestational Carrier and the Gestational Carrier’s Husband agree that the
Commissioning Parents have the exclusive and sole right to name the Child.

The Gestational Carrier will use her best efforts to have the name selected by the
Commissioning Parents placed on the Child’s birth certificate.

VII. DEATH OF COMMISSIONING PARENTS

In the event of the death of either of the Commissioning Parents prior to the birth or
release of custody of the Child to them, the Gestational Carrier and the Gestational
Carrier’s Husband agree that the Child shall be placed in the custody of the survivor.

In the event of the death of both Commissioning Parents prior to or subsequent to the
birth of the Child, it is understood and agreed by the Gestational Carrier and the
Gestational Carrier’s Husband that the Commissioning Parents have executed or will
execute estate planning documents prior to the embryo transfer which include provisions
for the care and custody of the Child.

The Gestational Carrier and the Gestational Carrier’s Husband agree to cooperate in
fulfilling the intent of the Commissioning Parents regarding the custody of the Child
including signing and delivering all necessary documents.

VIII. SEPARATION OR DIVORCE OF COMMISSIONING PARENTS

In the event that the Commissioning Parents separate or divorce during the term of this
Agreement, the Gestational Carrier and the Gestational Carrier’s Husband agree that the
Child shall be surrendered and released to the Commissioning Parents pursuant to any
legal agreement between the Commissioning Parents or as ordered by a court of
competent jurisdiction.
The Gestational Carrier and the Gestational Carrier’s Husband agree to cooperate by
signing and delivering any and all necessary documents.

IX. SEPARATION OR DIVORCE OF THE GESTATIONAL CARRIER AND THE

GESTATIONAL CARRIER’S HUSBAND

In the event that the Gestational Carrier and the Gestational Carrier’s Husband separate
or divorce during the term of this Agreement, the Gestational Carrier and the Gestational
Carrier’s Husband understand and agree that they are still bound by the terms of this
Agreement, that they will fulfill their obligations under this Agreement, and that they
will cooperate fully in signing all necessary legal documents allowing the Child’s
relinquishment to the Commissioning Parents and for the termination of their parental
rights to the Child.

X. ASSUMPTION OF MEDICAL, PSYCHOLOGICAL AND LEGAL RISKS

A. Gestational Carrier and Gestational Carrier’s Husband

The Gestational Carrier and the Gestational Carrier’s Husband are aware of the medical,
psychological, financial and legal risks that may result from the procedures contemplated
by this Agreement. It is the Gestational Carrier and the Gestational Carrier’s Husband’s
sole responsibility to obtain information regarding the medical, psychological, financial
and legal risks associated with this Agreement.

The Gestational Carrier and the Gestational Carrier’s Husband agree to assume all risks,
including the risk of the Gestational Carrier’s death, that are incidental to fertility
treatment, hormone and other drug therapies, in vitro fertilization, embryo transfer,
conception, pregnancy, childbirth and postpartum complications.

The Gestational Carrier and the Gestational Carrier’s Husband knowingly and
voluntarily release, waive, abandon and forever discharge the Commissioning Parents
from any and all liability arising out of this Agreement, and agree that except as to the
promises and covenants to be performed by the Commissioning Parents, the Gestational
Carrier and the Gestational Carrier’s Husband shall not look to the Commissioning
Parents for any other damages, compensation or reimbursement of any kind or character.

B. Commissioning Parents

The Commissioning Parents acknowledge that they have consulted with health care
providers and are aware of the medical risks and complications which may occur or result
from the conduct contemplated by this Agreement.

The Commissioning Parents understand that the Child might be born with abnormalities
or health problems that might not be detected by prenatal diagnostic procedures or tests.
Unless otherwise provided in this Agreement, the Commissioning Parents shall take
custody of the Child upon birth and shall assume full parental responsibility for the
Child, regardless of the Child’s health, gender, or physical or mental condition.

XI. CONFIDENTIALITY

The Parties agree to respect each other’s privacy and not disclose personal or confidential
information about each other that was obtained during the surrogacy process.

The Parties understand that they will be required to disclose personal information to
medical, legal and other professionals involved in the surrogacy process in order to fulfill
the terms of this Agreement.

The Parties agree not to discuss or disclose the specific terms of this Agreement or the
details of this surrogacy arrangement with anybody other than the other Parties to the
Agreement, their attorneys, physicians and other professionals involved in the surrogacy
process, unless they have obtained the written consent of the other Parties.

The Parties may speak generally with friends and relatives about their involvement in
surrogacy but agree not to disclose the specific terms of this Agreement or the identities
of the other Parties or the Child.

The Parties may speak generally about their involvement in surrogacy in social
networking outlets (such as Facebook, Twitter and blogs) or to the media (including but
not limited to, newspapers, magazines, television, radio, or any entity for the purpose of
publication or distribution), but agree not to disclose the specific terms of this Agreement
or the identities of the other Parties, including posting photographs of the other Parties,
without specific written permission of the other Party.

In any disclosure of personal information allowed pursuant to this section, the identity
of the Child may be disclosed by the Commissioning Parents and may not be disclosed
by the Gestational Carrier or the Gestational Carrier’s Husband.

Nothing contained in this section shall limit disclosure when it is required by statute,
rule, regulation or order of a court of competent jurisdiction; however, any Party subject
to a required disclosure shall notify the other Parties as far in advance as possible to allow
the other Parties to object.

The Parties will be required to disclose information for judicial or administrative

proceedings for the creation of the Commissioning Parents’ legal relationships with the
Child and to terminate the Gestational Carrier’s and the Gestational Carrier’s Husband’s
legal relationships with the Child.
In the event that litigation arises regarding this Agreement, the Parties agree to take
reasonable steps to maintain the confidentiality and privacy of the other parties by
requesting the court to take all steps to protect the identities of the Parties.

XII. CHANGE OF CIRCUMSTANCES

During the term of this Agreement, the Parties shall inform each other in writing of any
material change in their circumstances that may reasonably affect this Agreement.

These changes include, but are not limited to, change of address, illness or death of a
Party, loss of employment, change in marital status, changes in insurance coverage or
exposure to communicable illness.

XIII. TERMINATION OF AGREEMENT

Any party to this Agreement may voluntarily withdraw from his or her obligations under
this Agreement prior to beginning injected medication for the embryo transfer or if any
transfer fails to result in a pregnancy, without penalty or liability. Written notice shall be
given to the other parties and their attorneys.

Upon termination of this Agreement and if requested by the Commissioning Parents, the
Gestational Carrier agrees to have a pregnancy test to determine whether or not she is
pregnant at the time of the termination of this Agreement. This test shall be requested
and paid for by the Commissioning Parents.

XIV. BREACH OF AGREEMENT AND REMEDIES

A breach by either Commissioning Parent shall constitute a breach by both. A breach by

either the Gestational Carrier or the Gestational Carrier’s Husband shall constitute a
breach by both.

If any Party is in material breach of this Agreement and the breach is curable, then the
non-breaching party shall provide timely and reasonable notice to the breaching party of
the breach under the circumstances. The breaching party then has an obligation to cure
the breach in a timely and reasonable manner under the circumstances, but in no event
longer than seventy two (72) hours.

If the Gestational Carrier is in material breach and fails to timely cure the breach or the
breach is incurable, the Commissioning Parents’ payment obligations to the Gestational
Carrier shall cease immediately at the Commissioning Parents’ sole discretion.

In the event of a material breach, the non – breaching party may pursue all remedies
available at law or equity, which might include requiring the Gestational Carrier to repay
to the Commissioning Parents any sums received and to reimburse for any other sums
expended pursuant to and in furtherance of this Agreement.
Those terms relating to the Commissioning Parents’ parental rights and their right to sole
and exclusive custody of the child may not be diminished, disturbed or otherwise
affected by any actual or alleged breach.

This section is not intended to prevent or limit a party from seeking any and all available
legal and equitable remedies.

XV. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement between the parties and may be amended
or modified only by written consent of the parties.

XVI. TIME IS OF THE ESSENCE

Time is of the essence with respect to each material obligation of this Agreement.

XVII. SEVERABILITY

In the event any of the provisions of this Agreement are deemed to be invalid or
unenforceable, those provisions shall not cause the invalidity or unenforceability of the
remainder of this Agreement. If such provision shall be deemed invalid due to its scope
or breadth, then that provision shall be deemed valid to the extent of the scope or breadth
permitted by law.

XVIII. SURVIVAL

In the event this Agreement is terminated, the following shall survive termination of this
Agreement: any Party’s representations made in connection with this Agreement; any
Party’s assumption of risks; any provisions regarding establishing or terminating
parental rights; agreements regarding confidentiality; and obligations for payment that
have accrued before termination of the Agreement.

XIX. SIGNATURE IN COUNTERPARTS

The Parties agree that this Agreement may be signed in counterparts and that each
counterpart will be deemed to be an original and when taken together shall constitute
one valid and binding Agreement.

XX. AGENCY, PARTNERSHIP, EMPLOYMENT OR JOINT VENTURE

No agency, partnership, employment or joint venture is created or intended to be created

by the Parties as a result of this Agreement.
XXI. HEIRS AND ASSIGNS

This Agreement applies to, inures to the benefit of, and binds the Parties’ heirs, legatees,
devisees, administrators, executors, successors and assigns.

XXII. FURTHER ASSURANCES

The Parties agree to cooperate with one another in accomplishing the objectives of this
Agreement and to sign and provide all documents, and take such actions as may be
necessary or advisable to carry out the intentions of the Parties.

XXIII. CHOICE OF LAW AND JURISDICTION

The Gestational Carrier and the Gestational Carrier’s Husband are residents of Kenya
and will be providing the services required under this Agreement in accordance with the
applicable laws of Kenya.

Medical procedures to achieve conception will occur in Kenya and the birth shall occur
in Kenya. All Parties agree that this Agreement will be governed and interpreted Kenyan
law.

The Parties enter into this Agreement with the intention that it will be fully enforceable,
and submit to the jurisdiction of the Kenyan courts in resolving any dispute.

All Parties agree that any legal procedures to establish parental rights relating to the
Child shall occur in Kenya and shall be subject to Kenyan law and to the jurisdiction of
Kenyan courts.

XXIV. CONFLICT WAIVER

The Gestational Carrier and the Gestational Carrier’s Husband have had the opportunity
to select and consult with an attorney to represent their legal interests.

The Gestational Carrier and the Gestational Carrier’s Husband waive any potential
conflict of interest that might exist as the result of The Commissioning Parents’ payment
of any of their attorney’s fees.

XXV. VOLUNTARY SIGNATURE

Each Party acknowledges that he or she has read and fully understands this Agreement
and its legal effects and that he or she is signing the same freely and voluntarily, and that
neither Party has any reasons to believe that the others do not freely and voluntarily
execute this Agreement.

XXVI. EFFECTIVE DATE

This contract shall become effective upon signature by all Parties.
IN WITNESS WHEREOF the parties hereto have executed this Agreement this
__________________ day of ________________________Two Thousand and Eighteen

SIGNED by the Commissioning Father ) I.D. / Passport No. ……………………..

, ________________________________________ ) Signature …………………………….…..

SIGNED by the Commissioning Mother ) I.D. / Passport No. ……………………..

, ________________________________________ ) Signature …………………………….…..

SIGNED by the Gestational Carrier ) I.D. / Passport No. ……………………..

, ________________________________________ ) Signature …………………………….…..

SIGNED by the Gestational Carrier’s Husband ) I.D. / Passport No. ……………………..

, ________________________________________ ) Signature …………………………….…..