Terry Meyer & Associates Cc T/A Leadership Sa

CONSULTANT SUBCONTRACTOR AGREEMENT

Between

TERRY MEYER & ASSOCIATES CC T/A LEADERSHIP SA (A Close Corporation incorporated in South Africa with CK number: 1994/027794/23) (Referred to in this agreement as “LSA”)

______(Referred to in this agreement as “the Subcontractor”)

(Collectively referred to as “the Parties”)

WHEREAS:

A. LSA is an independent consulting business with the aim of assisting clients to improve their individual and/or organizational effectiveness.

B. LSA requires the services of an independent subcontractor to assist in the provision of professional services to its clients and the Subcontractor has agreed to provide the services set out in Annexure A to this agreement to LSA.

C. The Parties wish to record the terms of their agreement in writing.

THEREFORE THE PARTIES AGREE AS FOLLOWS:

1. ENGAGEMENT

1.1 The Subcontractor hereby agrees to provide the services set out in annexure A to this Agreement (“the Services”) to LSA on the terms and conditions contained in this Agreement. 1.2 The Parties agree that the Subcontractor is acting as an independent contractor and that no employment relationship will come into existence between LSA and the Subcontractor.

1.3 The Subcontractor will not be considered to be an agent of LSA and shall not hold out to be an agent of LSA.

1.4 The Subcontractor shall not have the authority to act, or purport to act, as an agent for LSA and shall not pledge the credit of LSA, nor incur any debts, liabilities or obligations on behalf of LSA.

1.5 The Subcontractor will render the Services in person to LSA.

2. DURATION

2.1 This Agreement will come into effect on ______(“the Commencement Date”) and, subject to the provisions of the Termination and Breach clause 9 below, shall terminate on ______(“the Termination Date”). The period of this Agreement shall be referred to as “the Contract Term”.

2.2 This Agreement will be binding on the Parties from the Commencement Date and neither Party shall have any claim against the other Party, for any reason, prior to the Commencement Date.

2.3 The Parties agree that the Subcontractor shall have no expectation of renewal of this agreement beyond the Contract Term

3. SUBCONTRACTOR’S DUTIES

3.1 The Subcontractor will provide the Services to LSA.

3.2 In particular, the Subcontractor shall:

3.2.1 provide the services to the best of his or her ability;

3.2.2 use the assets of LSA entrusted to the Subcontractor, if any, with the utmost care; 3.2.3 act in good faith towards LSA and/or it’s client(s) in all dealings and transactions relating to LSA’s business and interests.

3.2.4 Ensure that the Services carried out by the Subcontractor are carried out in an efficient, cost-effective and professional manner and to the standards required by LSA.

3.3 The Subcontractor will be responsible to complete the Services required in terms of this Agreement within the time period specified by LSA from time to time.

3.4 Should the Subcontractor fail to ensure the timeous completion of the Services required in terms of this agreement, the Subcontractor will be in breach of this agreement and LSA will be entitled to terminate the Agreement in accordance with the Termination and Breach clause 9 below.

4. PAYMENT FOR THE SERVICES

4.1 As consideration for the Services Rendered by the Subcontractor, LSA shall pay to the Subcontractor a fee in accordance with the schedule of services and payment

4.2 The Subcontractor will be obliged to keep accurate time sheets in respect of the hours worked during the Contract Term.

4.3 The subcontractor will submit an invoice together with a summary of the hours worked by the Subcontractor to LSA.

4.4 Any expenses incurred by the Subcontractor during the Contract Term that were necessary for the Subcontractor to incur in order to carry out the Services, are billed to the client and the Subcontractor must therefore include such expenses on its invoices.

4.5 LSA will make payment to the Subcontractor within 10 working days from date of payment having been made by the Client to LSA provided that the Subcontractor has complied with clause 4.3 above.

4.6 Notwithstanding the aforesaid provisions of this clause 4, the Subcontractor understands and agrees that LSA has no duty to pay the Subcontractor if LSA has not received payment from the client for the Subcontractor’s work and the Subcontractor accepts the risk of the client’s non-payment. 5. TAX PROVISIONS

5.1 LSA warrants and confirms that it is lawfully registered for Value Added Tax (“VAT”) and that it is a VAT vendor.

5.2 The Parties confirm and declare their intention to comply with all relevant provisions of the Income Tax Act.

5.3 In the event that LSA becomes obliged to pay any additional amounts to the South African Revenue Services in respect of the consideration paid to the Subcontractor, LSA shall be entitled to deduct, with immediate effect, such further amount from the consideration due to the Subcontractor.

5.4 The Subcontractor hereby indemnifies LSA in respect of any taxes of whatever nature, which may be due to the South African Revenue Services in respect of the consideration paid or payable to the Subcontractor for the duration of this Agreement.

6. LSA’S OBLIGATIONS IN TERMS OF THIS AGREEMENT

6.1 LSA shall nominate ______(“the LSA Representative”) to represent LSA in its dealings with the Subcontractor.

6.2 Only the LSA Representative will be empowered to legally bind LSA towards the Subcontractor.

6.3 LSA shall be entitled to change the identity of the LSA Representative from time to time provided that the Subcontractor has been given at least 24 hours’ written notice of such change.

7. STANDARD OF CARE

7.1 For the duration of the Agreement, the Subcontractor shall:

7.1.1 carry out the Subcontractor’s duties and functions with due care and diligence, in a professional manner and in conformity to the standards required by LSA;

7.1.2 exercise the skill required of a reasonable person in the same position of the Subcontractor in carrying out the Services set out in this agreement; 7.1.3 use its best endeavours to protect and promote the business of LSA and to preserve LSA’s reputation and goodwill;

7.1.4 Act with honesty and in good faith in relation to LSA and/or its clients;

7.1.5 avoid any material conflict between its own interests and those of LSA, in particular:

7.1.5.1 shall not derive any personal economic benefit to which the Subcontractor is not entitled by reason of the Services provided to LSA in terms of this Agreement, from LSA or from any other person in circumstances where that benefit is obtained in conflict with the interests of LSA.

7.1.5.2 shall notify LSA, at the earliest practical opportunity, of the nature and extent of any direct or indirect material interests that it may have in conflict with LSA;

7.1.5.3 shall not compete in any way with LSA in its business interests.

7.2 The Subcontractor will ensure that its employees (if any) comply with the provisions of this clause 7.

8. OTHER WORK

8.1 During the Contract Term the Subcontractor shall be entitled to perform other work for any other person or entity provided that such work does not result in a conflict with the duties owed by the Subcontractor to LSA, or detract from the proper performance by the Subcontractor of the Services specified in this Agreement. Any consideration derived from such other work shall be for the benefit of the Subcontractor.

8.2 The Subcontractor agrees that any further work that may be requested by the client during, or at any time after, the Contract Term, which was as a result of services provided to the client by LSA, including but not limited to, the Services provided by the Subcontractor in terms of this Agreement, shall be conducted by Leadership SA and will be subject to a separate consulting contract to be entered into between the client and LSA.

9. TERMINATION AND BREACH 9.1 Either party may terminate this Agreement at any stage during the Contract Term by giving the other ____ [days/weeks/months] written notice of the termination of this Agreement.

9.2 Notwithstanding the provisions of clause 9.1 above, if the Subcontractor:

9.2.1 fails, for any reason whatsoever, to perform all the Services as specified in this Agreement; or

9.2.2 fails to observe the standard of care as specified in clause 7; or

9.2.3 fails to achieve deadlines within an time frames agreed to with LSA; or

9.2.4 becomes insolvent or compromises with its creditors or is placed under supervision; or

9.2.5 breaches in any other way the terms and conditions of this agreement,

then LSA shall be entitled to terminate this contract summarily, upon written notice to the Subcontractor, and no further payments shall be due or payable to the Subcontractor in respect of the balance of the Contract Term.

9.3 Should the Subcontractor act in breach of any of the provisions of this agreement, LSA shall be entitled, in its absolute discretion, to elect to:

9.3.1 claim damages from the Subcontractor arising out of the Subcontractor’s breach; or

9.3.2 demand immediate payment by the Subcontractor of an amount equal to five times the total amount of consideration paid or payable to the Subcontractor by LSA during the Contract Term;

Provided that such breach was not due to, or resultant from, circumstances that were beyond the control of the Subcontractor.

9.4 On termination of the Agreement, the Subcontractor shall be obliged to return all property belonging to LSA, which property shall include, but not be limited to, all trade secrets and confidential information and/or documentation or any other related items. 9.5 Should LSA commit any breach of its obligations in terms of this agreement, then the Subcontractor shall be entitled to institute a claim for damages against LSA in respect of such breach, provided that the Subcontractor shall not be entitled to exercise any right arising from any breach of this agreement unless LSA has been afforded ten days after receipt of written notice calling upon it to remedy such alleged breach and, despite such notice and the elapse of ten days, the alleged breach has not been remedied.

10. CONFIDENTIALITY

10.1 The Subcontractor undertakes that for the duration of this Agreement and after the expiration or early termination of this Agreement for any reason, it will keep confidential any trade secrets and/or all information that LSA and/or its clients communicates to it, or any of its employees, or which comes to the knowledge of the Subcontractor as a consequence of the Services to be performed by the Subcontractor in terms of this Agreement and which is stated to be, or by its nature is intended to be, kept confidential.

10.2 For purposes of this agreement the expression “trade secrets and confidential information” shall include (but not be limited to) the technical detail, program content, techniques, know-how, methods of operating, costs, training courses and the names of clients and/or potential clients of LSA, which the Subcontractor may become privy to as a result performing the Services as set out in this Agreement.

11. INDEMNITY

11.1 The Subcontractor hereby holds LSA harmless against all loss, damage, costs and or expenses which the Subcontractor may suffer or incur while carrying out the Services in terms of this Agreement and Indemnifies LSA against any and all claims which may be brought against LSA by a third party in respect of any loss, liability, damage, costs and or expenses of any nature whatsoever as a consequence of, or which may arise from, or is attributable to any acts (or omissions) on the part of the Subcontractor or its employees.

11.2 The Subcontractor agrees and accepts that it is the Subcontractor’s responsibility to ensure that it is adequately covered in respect of the necessary insurance(s) applicable to the Services provided by the Subcontractor and that LSA is NOT responsible for providing such insurance cover, including medial aid cover, which cover will remain to sole responsibility of the Subcontractor.

12. NON-SOLICITATION The Subcontractor agrees that it shall not, for a period of FIVE YEARS (“the Restraint Period”) after expiration or termination of this agreement for any reason whatsoever, solicit, aid or induce (whether on its own account or for any other person, firm or company) any employee or consultant of LSA’s to leave their employment with LSA.

13. ADDRESSES FOR LEGAL PROCESSES AND NOTICES

13.1 The Parties choose for the purposes of this Agreement the following addresses and contact details:

13.1.1 Leadership South Africa: ______Facsimile: 083 2515019 Email: [email protected]

13.1.2 The Subcontractor: ______Facsimile: ______Email: ______

13.2 Any legal process to be served on either party may be served on it at the address specified at clause 13.1 above and each party chooses that address as its domicilium citandi et executandi for all purposes under this agreement.

13.3 Any notice or other communication given by, or to, either party will only be valid and effective if given in writing. Notice served via facsimile or email will be deemed to have been received on the day of transmission if transmitted during normal business hours or, alternatively, if such communication is transmitted after normal business hours, to have been received on the next business day after transmission.

13.4 Any notice or other communication that is delivered by hand will be deemed to have been duly received by the addressee on the date of delivery. 13.5 In the event of LSA having to incur legal costs, as a result of the Subcontractors breach of the provisions of this Agreement, LSA shall be entitled to recover such costs from the Subcontractor on the scale as between attorney and own client.

14. GENERAL PROVISIONS

14.1 Entire Agreement This document contains the entire agreement between the Parties with regard to the matter dealt with herein and no representations, terms, conditions or warranties not contained in this Agreement shall be binding on either of the Parties.

14.2 Relaxation No latitude, relaxation, indulgence or extension of time, which may be allowed to the Subcontractor or its employees by LSA in respect of any performance or breach or any other matter in terms of this Agreement, shall under any circumstances be deemed to be a waiver by LSA of any of its rights.

14.3 Variation No variation, addition to or cancellation of this Agreement and no waiver of any right in terms of this Agreement shall be of any force and effect unless reduced to writing and signed by, or on behalf of, both Parties to this agreement.

14.4 Applicable Law This Agreement shall be governed by and construed under the Laws of the Republic of South Africa and the Parties hereby consent to the non-exlusive jurisdiction of the South Gauteng High Court, Johannesburg, in respect to any dispute arising from or in connection with this agreement.

14.5 Warrant of Authority Each Party warrants to the other that it has the power, authority and legal right to sign and perform in terms of this agreement and that this Agreement has, where necessary, been duly authorised by all necessary actions of that Party, its directors, or its trustees and that this Agreement is valid and binding on each of the Parties.

SIGNED at ______on this ___ day of ______20 ____ in the presence of the undersigned witnesses Witnesses:

1 ______

2 ______For: Terry Meyer & Associates T/A Leadership SA

SIGNED at ______on this ___ day of ______20 ___ in the presence of the undersigned witnesses

Witnesses:

1 ______

2 ______For: ______The Subcontractor

Schedule of Services & Payment: The sub-contractor will provide LSA’s client with the following services: ______

LSA will pay the contractor the following for services provided:

Rate:______

Total Amount:______

Payable:______