CONSULTANCY AGREEMENT

MEMORANDUM OF CONSULTANCY AGREEMENT

Made and entered into by and between

ABUNDANT MEDIA (PROPRIETARY) LIMITED

Registration number 1999/06843/07

(“The Company”)

And

A FOUNDATION TO BE FORMED 

(hereafter “the Foundation”)

And 

EBONY EQUITY (PROPRIETARY) LIMITED

Registration number 2012/085549/07

(hereafter “the Consultant”)

 

WHEREAS

  1. The Company is a media house dealing primarily with community radio stations in several different aspects ranging from placement of advertising to training and community promotions; and 
  2. The Company’s ethos is one of having a positive impact on various communities throughout South Africa and to that end it is forming a foundation that will concentrate on maximising the acquisition of funding for community projects and acting as a conduit and a catalyst for promoting solutions and projects aimed at the improvement of life in these communities in its broadest sense.
  3. The Consultant is a company with a profound understanding of the Company’s ethos and the requirements thereof. Its management has worked closely with the Company for many years and has offered to facilitate the funding process and identify potential projects that would benefit from the promotional participation of the Foundation.
  4. On that basis the parties have agreed to co-operate and enter this agreement subject to the terms and conditions hereof. 

 

NOW THEREFORE it agreed as follows:

 

  • PREAMBLE

 

  1. This Consultancy Agreement governs the appointment of Ebony Equity (Pty) Ltd., as a consultant to act on behalf of the Company and the Foundation (hereinafter jointly and severally referred to as “the Company”) and is subject to the Terms and Conditions set out in Annexure A hereto. 
  2. The definitions as contained in paragraph 1 of Annexure A attached hereto will be applicable to this Consultancy Agreement.

 

  1. By signing this Agreement, the Consultant acknowledges that the Terms and Conditions as set out in Annexure A, have been read and are understood and that it agrees to be bound by all such Terms and Conditions.

 

  • APPOINTMENT AS CONSULTANT

 

  1. The Company hereby appoints the Consultant as its exclusive authorised consultant to identify both funding sources and deserving community projects and the Company undertakes to remunerate the Consultant for its activities as set out below.

 

  1. This Agreement formalises an arm’s length agreement between the Consultant and the Company.

 

  1. Neither the Consultant nor any of its employees are employees of the Company and do not represent the Company.

 

  1. This Agreement will commence on 25 September 2020 (“the Commencement Date”) and will continue for a period of exactly twenty-four (24) months from the Commencement Date, subject to Clause 11 in the Terms and Conditions.

 

  • DUTIES OF CONSULTANT

 

The Consultant will perform the following duties in a diligent and professional manner:

  1. Identifying and assisting potential community projects that could benefit from the involvement of either the Company or the Foundation in accordance with the following process:

 

  1. Report to the Company that a community project has been identified upon which the project shall be allocated to the Consultant, to give the Consultant time to secure a mandate for the Company or Foundation to become involved.
  2. Explain to the community project principals the proposed involvement of the Company or Foundation, in consultation with Management, and the potential socio-economic benefits for the proposed project that are envisaged;
  3. Assist the Project Principals register with the Company or Foundation and secure the signing of the relevant agreement and documentation by them.

 

  1. Identifying and then securing the involvement of Donors or Benefactors, whether private or public, who would like to become involved in the various community projects that are contemplated by the Parties.

 

  1. Supporting the Donor or Benefactor in the process of being registered to one or more community project with the Company or the Foundation:

 

  1. Reporting to Company /Foundation Management:

 

  1. Report issues and problems experienced by community leaders or donors;
  2. Report additional business opportunities it may have identified.

 

  1. Following up on Donors and Benefactors signed up:

 

  1. Regularly follow-up with Donors and Benefactors, existing or potential, and report any issues experienced to Management.

 

  • REMUNERATION

 

  1. Until the Parties agree otherwise, the Company will remunerate the Consultant on a retainer basis that will commence at an amount of R……………………. ( …………………………………………. Rand) per month. 
  2. Such remuneration is exclusive of costs which are for the Consultant’s account unless otherwise agreed in special circumstances, in which event, the Company will cover the costs. This will have to be agreed to in advance and in writing by the Company.

 

  1. FOUNDATION FUND
  1. The Parties agree to set up a fee for the monthly management of the Foundation. 
  2. The fee shall commence at an amount of R……………  (…………………………………………… Rand) per month.  

 

Signed at on this day of 2020 As Witnesses:

  1. ________________________

 

____________________________ 

          

          For the Company and the Foundation

  1.  

 

Signed at on this day of 2020 

As Witnesses:

  1.  

____________________________ 

 

For Ebony Equity (Pty) Ltd. 

 

  1.  

 

ANNEXURE A: TERMS & CONDITIONS

 

  • DEFINITIONS & INTERPRETATION

 

  1. The following words will have the following meanings in this Consultancy Agreement:

 

  1. Agreement means the Main Agreement together with the Terms and Conditions together with any other annexures attached hereto;
  2. Business Day means any other day than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time;
  3. Commencement Date means the commencement date as set out in paragraph 2.4 of the Main Agreement;
  4. Confidential Information means, without limiting the generality of the term:-
    1. information relating to the Disclosing Party’s strategic objectives and planning for both its existing and future needs;
    2. information relating to the Disclosing Party’s business activities, business relationships, products, services, customers and Company’s (including that of its associated or affiliated companies);
    3. information contained in the Disclosing Party’s software and associated material documentation;
    4. technical, scientific, commercial, financial and market information, know-how and trade secrets;
    5. data concerning business, relationships, architectural information, demonstrations, processes and machinery;
    6. plans, designs, drawings, functional and technical requirements and specifications; and
    7. information concerning faults or defects in the Disclosing Party’s systems, hardware and/or software or the incidence of such faults or defects;

but excluding information or data which:-

  1. is lawfully in the public domain at the time of disclosure to the Receiving Party;
  2. subsequently becomes lawfully part of the public domain by publication or otherwise through no fault or breach on the part of the Receiving Party;
  3. the Receiving Party can demonstrate to have had rightfully in its possession prior to disclosure to the Receiving Party;
  4. the Receiving Party rightfully obtains from a Third Party who has the right to disclose such information;
  5. is independently arrived at or developed by the Receiving Party separate and independent from the disclosure made by the Disclosing Party;
  6. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, to the extent permitted by such law or regulation the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect the interest in this regard; provided further that the Receiving Party will disclose only that portion of the information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such information to the widest extent possible in the circumstances;

provided that any combination of features will not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in a Party’s possession, but only if the combination itself and its principle of operation are in the public domain or in a Party’s possession.

  1. Disclosing Party means any Party who discloses Confidential Information to the other Party.
  2. Intellectual Property and Intellectual Property Rights includes any copyright, design rights, patents, inventions, logos, business names, service marks and trademarks, internet domain names, moral rights, rights in databases, data, source codes, reports, drawings, specifications, know how, business methods and trade secrets, applications for registration, and the right to apply for registration for any of these rights and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
  3. Main Agreement means the Consultancy Agreement entered into between the Company and the Consultant, to which these Terms and Conditions is an annexure.
  4. Party means any one of the Parties to this Agreement. The term “Parties” will have a corresponding meaning.
  5. Receiving Party means any Party who receives or acquires the Confidential Information of the other Party under any circumstances whatsoever.
  6. Regulatory Requirements means all legal and regulatory requirements in the Republic of South Africa and any other jurisdiction from which the consultancy services are delivered that are applicable in relation to those services.
  7. Terms and Conditions means the terms and conditions set out in this Annexure A.
  8. Third Party means any person or entity which is not a Party to this Agreement.
  9. Value Added Tax means value added tax imposed in terms of the Value Added Tax Act, No. 89 of 1991 (as amended), including any similar tax which may be imposed in place thereof from time to time.
  1. If any provision in a definition is a substantive provision conferring rights or imposing obligations on a Party, notwithstanding that it is only in the interpretation clause, effect shall be given to it as if it were a substantive provision in the body of this Agreement.
  2. The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.
  3. The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.
  4. Unless the context of this Agreement clearly indicates a contrary intention:
    1. the singular shall include the plural and vice versa;
    2. a reference to any gender shall include the other genders; and
    3. a reference to a natural person shall include a legal entity (incorporated or otherwise) and vice versa.
  5. In this Agreement headings embodied in the clauses are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement, nor any clause thereof.
  6. Unless specifically otherwise provided, any number of Business Days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a Saturday, Sunday or public holiday, the next succeeding Business Day.
  7. Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.
  8. The Consultant will perform all duties as set out in the Main Agreement (Duties of Consultant) and the Company ratifies any acts by the Consultant by virtue of this Agreement.

 

  • REMUNERATION & COMMISSION
    1. The Company will pay to the Consultant the RETAINER as set out in the Main Agreement as per the terms in Clause 4.
    2. The Consultant is entitled to, and the Company shall share, any and all administration profits of the projects created by the Consultant from the project(s)’ conception to the project management stage. 
    3. In the event that this Agreement is cancelled in terms of paragraph 11 hereof, all fees payable to the Consultant will cease on the termination date hereof. All fees that have already been earned, but have not been paid by the Company to the Consultant yet, will be paid by the Company to the Consultant within a period of 30 (Thirty) Business Days from date of termination hereof into the Consultant’s nominated bank account or, if the Consultant does not have a bank account, then in cash.

 

  • THE COMPANY’S OBLIGATIONS

 

  1. The Company will provide the Consultant with all such information, as well as the Company’s business, operations, activities or any other information which the Consultant may reasonably require for the Consultant to comply with his obligations under this Agreement.
  2. Any information provided by the Company to the Consultant shall be subject to the confidentiality obligations under this Agreement.
  3. The Company will provide the Consultant or any of its Consultants or representatives such access to the Company’s premises and/or systems as is reasonably necessary to allow the Consultant to perform its obligations under this Agreement.

 

  • INTELLECTUAL PROPERTY RIGHTS

 

  1. All Intellectual Property Rights belonging to a Party prior to the execution and Commencement Date of this Agreement shall remain vested in that Party.
  2. Where there are modifications to pre-existing material which are inseparable from the pre-existing material, then the Party who owns the pre-existing material will own the modifications.
  3. Neither Party shall use the Intellectual Property Rights of the other Party for any purpose without such Party’s prior written consent.
  4. The Company hereby grants to the Consultant a royalty-free, non-exclusive, non-transferable licence to use any Intellectual Property of the Company during the term and the existence of this Agreement but only for the purposes of the Company.

 

  • INTELLECTUAL PROPERTY RIGHTS INDEMNITY

 

  1. The Consultant will at all times, whether during or after termination or expiry of this Agreement, indemnify and keep indemnified the Company against all losses, claims, damages, liabilities, additional licence fees and expenses (including all reasonable legal fees) incurred by or awarded against the Company or which are agreed by the Company to be paid by way of settlement or compromise arising out of or in relation to any infringement or any Intellectual Property Rights of any Third Party which is suffered by the Company as a result of the Company’s provision of the services or his use or possession of any Intellectual Property Rights, or any part thereof (“IPR Claim”), provided that the Company shall:
    1. allow the Consultant to conduct all negotiations and proceedings and give the Consultant all reasonable assistance in relation to the IPR Claim, each at the Consultant’s cost; and
    2. make no admission relating to the IPR Claim.
  2. The Company will notify the Consultant in writing as soon as is reasonably practicable of any IPR Claim of which the Company has notice.
  3. The Consultant will conduct the litigation diligently using competent counsel and legal representation and in such a way as not to bring the reputation of name of the Company into disrepute.
  4. The Consultant will not be entitled to settle or compromise any IPR Claim made against the Company without the Company’s prior written consent, which consent shall not be unreasonable withheld or delayed.
  5. If, at any time an IPR Claim is made, the Consultant may, at its own expense and sole option, either:
    1. procure for the Company the right to continue using the relevant services or Intellectual Property; or
    2. replace or modify the services or Intellectual Property with non-infringing substitutes, provided that any substitute shall not materially prejudice the Company’s use of the services or the Intellectual Property and that such substitution will be carried out to avoid or reduce as far as possible any interruption to the Company’s provision of the services.
  6. If the Consultant has availed itself of its rights to modify the services or Intellectual Property or to supply any substitute under clause 5.5.2 or to procure a licence in accordance with clause 5.5.1 and such exercise of the said rights has not avoided the relevant IPR Claim, then the Company may:
    1. At its option return the services or Intellectual Property to the Consultant and, without prejudice to any indemnity in clause 5.1, the Company shall not be obliged to refund any fees paid by the Company to the Consultant; or
    2. At its option terminate this Agreement by giving the Consultant 30 (thirty) days’ written notice of such termination.

 

  • PROGRESS & REVIEW MEETINGS

 

  1. The Parties, or their respective representatives, shall meet and conduct review meetings to monitor the delivery of the services as agreed upon between the Parties.
  2. The Consultant shall provide reports and management information in the manner and at the time as agreed to from time to time between the Parties.
  3. Any change in either Party’s representative shall be promptly notified in writing to the other Party. 
  • CONFIDENTIAL INFORMATION

 

  1. From time to time during the duration of this Agreement one Party (the Disclosing Party) may disclose Confidential Information to the other Party (the Receiving Party).
  2. The Receiving Party will treat and keep all Confidential Information as secret and confidential and will not, without the Disclosing Party’s prior written consent, directly or indirectly communicate, disclose, publish, utilise, employ, exploit or in any manner or for any reason or purpose whatsoever use (whether in writing or orally or in any other manner) the Confidential Information of the Disclosing Party to any other person other than in accordance with the terms of this Agreement.
  3. The Receiving Party will use the Confidential Information of the Disclosing Party for the sole purpose of complying with its obligations under this Agreement.
  4. Notwithstanding the provisions of clause 7.2, the Receiving Party may disclose Confidential Information:-
    1. to those of its Consultants, representatives or employees who strictly need to know the Confidential Information, provided that the Receiving Party shall initiate internal security procedures to prevent unauthorised disclosure and will take all practical steps to impress upon those Consultants, representatives or employees who need to be given access to the Confidential Information, the secret and confidential nature thereof.
    2. to the extent that the confidentiality of the Confidential Information is nullified by an occurrence as contemplated in clauses 1.1.4.8 to 1.1.4.13 above, whichever occurs first.
  5. The contents and the existence and the scope of this Agreement are Confidential Information.
  6. If any Confidential Information is copied, disclosed or used other than for the purpose set out in this Agreement then, upon becoming aware of such disclosure, without prejudice to any rights or remedies of the Disclosing Party, the Receiving Party shall as soon as practicable notify the Disclosing Party of such event and, if requested by the Disclosing Party, take such steps (including the institution of legal proceedings) as shall be necessary to remedy (if capable of remedy) the default and/or to prevent further unauthorised copying, disclosure or use.
  7. Notwithstanding whether the Receiving Party uses the Confidential Information in accordance with this Agreement or not (including modifying or amending the Confidential Information), all Confidential Information shall remain the property of the Disclosing Party and its disclosure shall not confer on the Receiving Party any rights of the Disclosing Party, including Intellectual Property Rights, over the Confidential Information whatsoever beyond those contained in this Agreement.
  8. Use by the Receiving Party of any Confidential Information in accordance with the terms of this Agreement will not infringe on the Intellectual Property of any other person and no notification of any actual or potential claim alleging such infringement has been received by the Disclosing Party.
  9. The Receiving Party agrees to ensure proper and secure storage of all Confidential Information and any copies thereof to at least the same standard as the Receiving Party keeps its own Confidential Information. The Receiving Party shall not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement.
  10. The Disclosing Party may at any time request the Receiving Party to return any material containing, pertaining to, or relating to the Confidential Information save where the Receiving Party is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or stock exchange or in accordance with internal policy or guidance, or where the Confidential Information has been disclosed under clauses 1.1.4.8 to 1.1.4.13 above.
  11. Alternatively, to clause 7.10, the Receiving Party shall, at the instance of the Disclosing Party, destroy such material and furnish the Disclosing Party with a written statement to the effect that such material has been destroyed.
  12. Without prejudice to any other rights or remedies of the Disclosing Party, the Receiving Party acknowledges and agrees that damages would not be an adequate remedy for any breach by it of the provisions of this clause 7 and that the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provision by the Receiving Party, and no proof of special damages shall be necessary for the enforcement of the rights under this clause 7.

 

  • LIMITATION OF LIABILITY

 

  1. Subject always to Section 9, the liability of either party for Defaults shall be as set out in this Section 8.
  1. Without prejudice to the provision of Section 9, in no event shall either party be liable to the other for:
  1. Loss of profits, business, revenue, goodwill, or anticipated savings; and/or
  2. Indirect or consequential loss or damage.
  1. The provisions of Section 8.1 shall not be taken as limiting the right of the Company under Section 5 of these terms and notwithstanding Section 8.1.2, where the Company terminates this Agreement pursuant to Section 12, the Company shall be entitled to recover from the Consultant, in addition to any other damages it is entitled to recover, the cost of obtaining the reasonable and proper cost for specialist accountancy services from a third party.

 

  1. The parties expressly agree that should any limitation or provision contained in this Clause 8 be held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out herein.

 

  • REGULATORY INDEMNITY

 

  1. The Consultant will be solely liable for all losses, damages, costs, expenses and liabilities (including legal fees) incurred by or awarded against the Company  in connection with any proceedings, claim or action against either of the Parties resulting from a breach by the Consultant of any Regulatory Requirements, where applicable.
  2. The Consultant will hold harmless the Company and indemnify the Company on written demand in respect of all losses, damage, costs, expenses and liabilities (including legal fees) incurred by or awarded against the Company in connection with any proceedings, claim or action against the Company resulting from a breach by the Consultant of any Regulatory Requirements.

 

  • NO GUARANTEE

The Consultant does not warrant or guarantee any specific level of performance or results. Example of results obtained for other clients of the Consultant may be used as a marketing tool and shown to the Company for demonstrative purposes only and should not be construed by the Company as indicating any promised results or level of results.

 

  • FORCE MAJEURE

 

  1. Delay or failure to comply with or breach of any of the terms and conditions of this Agreement, if occasioned by or resulting from an act of God or public enemy, fire, explosion, earthquake, perils of the sea, flood, war (declared or undeclared), civil war, revolution, civil commotion, civil strife, riot, strikes, blockade, embargo, sanctions, epidemics, acts of any government or other authority, compliance with government orders, demands or regulations, or any circumstances of like or different nature beyond the reasonable control of the Party so failing, will not be deemed to be a breach of this Agreement nor will it subject either Party to any liability to the other Party.
  2. Should either Party be prevented from carrying out its contractual obligations as a result of a force majeure event lasting continuously for a period of 30 (thirty) days, either Party shall be entitled, after due consultation with the other Party to come to a mutually acceptable arrangement, to terminate the Agreement on written notice to the other Party, without liability.

 

  • TERMINATION & BREACH

 

  1. Should either Party breach or otherwise be in default of any of its obligations under or in terms of this Agreement and remain in default or fail to remedy such breach, if such breach is indeed capable of remedy, within 14 (fourteen) Business Days of receipt written notice calling upon it to do so, the other Party will be entitled, but not obliged, in addition to any other rights which it may have or remedies which may be available to it to:
    1. cancel this Agreement, with or without claiming damages, provided that such breach constitutes a material breach; or
    2. to obtain an order against the defaulting Party for specific performance, with or without claiming damages.
  2. A Party to this Agreement will be deemed to be in breach if such Party:
    1. commits any act of insolvency as defined in the Insolvency Act, No. 24 of 1936 or takes steps to place itself, or is placed under sequestration, liquidation, administration or debt review or surrenders its estate;
    2. fails to satisfy a substantial judgment against that Party within 21 (twenty one) days after that Party becomes aware of the judgment, except if that Party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party that steps have been initiated within the 21 (twenty one) days to appeal, review or rescind the judgment and to procure the suspension of execution of that judgment and that such steps are being expeditiously pursued. The period of 21 (twenty-one) days shall run from the date on which the judgment becomes final, or the date on which the attempts to procure the suspension of the execution fail;
    3. is found guilty of theft, fraud, forgery or any other related crime.

 

  • DOMICILIUM
    1. For all the purposes of this Agreement or with regard to any matter arising here out or in connection herewith, the Parties hereby choose the following addresses as their respective domicilia citandi et executandi:
      1. The Company: C/o Judy-Ann Milne, Abundant Media (Pty) Ltd. 56 Amelia Lane, Lanseria Corporate Estate, Pelindaba Road, Lanseria, Gauteng; email: Judy Milne <judy@themediaconnection.co.za>;  Tel: +27 (0)10 595 9683;

 

  1. The Consultant: C/o Pumza Sixishe. Ebony Equity (Pty) Ltd., 56 Amelia Lane, Lanseria Corporate Estate, Pelindaba Road, Lanseria, Gauteng; email: Alu  Sixishe<alu@themediaconnection.co.za>;  Tel: +27 (0)10 595 9683
  1. Any Party shall be entitled by 14 (fourteen) days’ written notice to the other Party to change its domicilium as set out above.
  2. Any notice which may be required to be given to a Party to this Agreement shall be sent to such Party’s address as set out above, or duly amended from time to time, and shall:
    1. if delivered by hand be deemed to have been duly received by the addressee on the date of delivery; or
    2. if posted by prepaid registered post be deemed to have been received by the addressee on the 5th Business Day after dispatch, including the day of posting; or
    3. if transmitted by facsimile be deemed to have been received by the addressee on the 1st Business Day after dispatch; or
    4. if transmitted by e-mail be deemed to have been received by the addressee on the 1st Business Day after dispatch.
  3. Notwithstanding anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the Parties from the other shall be adequate written notice or communication to such Party, notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

 

  • SEVERABILIY

If any term, condition, agreement, requirement or provision contained in this Agreement is held by any court having jurisdiction to be unenforceable, illegal, void or contrary to public policy, such term, condition, agreement, requirement or provision shall be of no effect whatsoever upon the binding force or effectiveness of any of the remainder of this Agreement, it being the intention and declaration of the Parties that had they or either of them known of such unenforceability, illegality, invalidity or that the provision was contrary to public policy, they would have entered into an agreement, containing all the other terms and conditions set out in this Agreement.

 

  • NON-VARIATION

No addition to or variation, consensual cancellation or novation of this Agreement and no waiver or release of any right arising from this Agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by both the Parties or their duly authorised representatives, or in the case of waiver or release, by the Party so waiving or releasing.

 

  • NON-WAIVER

No latitude, extension of time or other indulgence which may be given or allowed by either Party to the other in respect of the performance of any obligation hereunder or the enforcement of any right arising from this Agreement and no single or partial exercise of any right by either Party shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver, release or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from this Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of this Agreement.

 

  • WHOLE AGREEMENT

This Agreement constitutes the whole Agreement between the Parties as to the subject matter hereof and no agreements, representations or warranties between the Parties other than those set out herein will be binding on the Parties.

  • CESSION

Save as otherwise herein provided, neither this Agreement nor any part, share or interest therein not any rights or obligations hereunder may be ceded, assigned or otherwise transferred without the prior written consent of the other Party.

 

  • LAW & JURISDICTION
    1. This Agreement shall be governed and construed according to the laws of the Republic of South Africa. The Parties consent to the jurisdiction of the South African courts for the purposes of this Agreement.
    2. The Parties hereby consent and submit to the exclusive jurisdiction of the High Court of the Republic of South Africa in any dispute arising from or in connection with this Agreement.

 

  • LEGAL COSTS
    1. Each Party shall pay its own legal costs relating to the drafting and negotiating this Agreement.
    2. In the event that legal action is instituted by one Party against the other Party, the successful Party shall be entitled to claim legal costs from the other Party on a scale as between attorney and Company.

 

  • COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same agreement.

 

Signed at on this day of 2019 As Witnesses:

  1.  

 

                                                                  ………………………………………………………. 

 

For the Company and the Foundation

 

  1.  

 

Signed at on this day of 2020 As Witnesses:

  1.  

 

____________________________________________

_……………………………………………………………………

 

                        For the Consultant

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