I the undersigned
(As current project leader for ___________________________________
Tel ___________________ E-mail _______________________
(hereinafter referred to as the mandatee)
(hereinafter referred to as the mandated)
(Pease delete that which is not applicable)
1. To construct a Strategic Plan to in terms of his functions as set out on the web page www.izak.co.za to cater for the following aspects: -
1.1. Develop legal commercial and political strategy to the ends of establishing a project at ______________ that will comply with demographics as required by the local (commercial and political) and foreign investment development finance and incentive scenarios to the ends of procuring the following (make amendments where applicable): -
1.1.1. International and local contracts;
1.1.2. International and local Joint Venture Partners;
1.1.3. Foreign Direct Investment;
1.1.4. Government grants;
1.2. Provide templates for the business plan to be developed by the mandatee;
1.3. Introduction to financial institutions and suitable introduction agencies so as to facilitate the above mentioned processes;
1.4. Investigate possibilities in respect of creating synergy with existing projects in the area;
1.5. Political strategy in respect of empowerment structure to serve as vehicle for the government grant system;
2. To set up a Section 21 Holding Company or trust to serve as the empowerment wing for the project;
3. To advise on and develop the share structure of the project;
4. To arrange a Shareholders and share Purchase Agreements between the shareholders of the company
5. To draft Joint Venture (JV) Agreements
6. Set up and implement a management buy out or land redistribution program for the farm-land and properties described in annexure “C” hereto.
7. The fees in respect of this mandate will comprise a deposit of R 10,000.00, the balance to be recovered as consultation fees built into the business plan to be paid directly by the financiers to the mandated, this mandate serving as sufficient power of attorney to that end.
7.1. In the interim a retainer of R 1,000.00 per month will be paid to Dr. Labuschagne to cover costs and disbursements until the finance is approved, provided that if an application for finance has not ensued in six months from 1 February 2003, then the retainer shall cease until such application is made.
7.2. The abovementioned retainer shall be paid directly into the following account: -
Account name Dr. Izak H Labuschagne
Bank First National Bank
Branch Hillcrest (223726)
Account No. 620 252 43528
7.3. Account payments will be faxed to Dr. Labuschagne by first contacting him on (073) 1 567825 and thence obtaining his fax number
1) The parties agree to pursue Alternative Dispute Resolution (ADR) as per the USAID model attached hereto under Annexure “A” as such, as a domestic remedy to be exhausted prior to resorting to Arbitration or Litigation or of whatever nature.
a) Should the process of ADR fail the parties nominate the Supreme Court of South Africa in Durban as the court with jurisdiction in respect of any disputes that may arise between them
2) This agreement is entered into in utmost good faith and any performance in terms thereof shall similarly be conducted.
3) Each party herein agrees to exercise the utmost of duty in care in fulfilling their obligations herein and reserves unto itself all rights in respect thereto against any party not complying with it’s obligations.
4) The parties agree that this written agreement comprises the entire, complete and only agreement between the parties and any variation or addition hereto shall only be binding if reduced to writing and signed by all the signatories hereto.
5) The parties hereto warrant and guarantee, as the case may be, that they are: -
b) Are duly authorized to enter into this agreement;
c) Are in no wise encumbered from performing any condition in this agreement;
d) And are capable of performance of any condition and term to this agreement whether stated or implicit;
6) Moreover, the parties agree that no representations or warranties of whatsoever nature other than as expressly provided for herein will be binding upon the parties.
7) The parties agree to immediately notify one another of any changes with regard to the warranties and guarantees stated herein or any failure of performance of any aspect or prerequisite of whatsoever nature, which may be contained in, or arising directly or by implication, out of this agreement.
8) The parties agree that the only applicable law to this agreement is the law of South Africa and it’s volume of precedent only.
9) The parties hereto agree to the plain English, layman’s interpretation to the terms and conditions set out herein and in no way whatsoever impute any interpretation hereto which is of a legally technical, formalistic or otherwise legalistic nature and they bind themselves to litigation confined to the merits and not to litigate on the basis of the type of formalisms and legalisms as discouraged by the Wolf Commission of the UK and as further amplified by the Australian and New Zealand Law Commissions.
10) Should any party be in breach or default with the other in respect of any obligations or the bona fides embodied in this agreement, the other party shall be entitled to give 30 days notice for the remedy of such default failing which this contract will be then be cancelled.
11) The parties hereto agree to service of any documents or procedures arising from this agreement on the addresses set out under the following heading by any party herein or by a Sheriff of the Magistrates Court.
12) The parties choose the respective domicillia citandi as reflected under the names of the parties at the head of this agreement.
13) Each party shall be responsible for it’s own Currency Risk Management and shall not hold any other party liable for same.
14) Each party shall bear it’s own costs of this agreement or any litigation that may arise from same and shall in no wise be liable to any other party for same.
15) The parties herein indemnify one another against any claims by third parties that may arise from this agreement against them.
16) Any non-compliance with any aspect of this agreement shall not prejudice any right or rights whether expressly provided for or implicit in this agreement.
17) No indulgence granted in respect of this agreement shall be regarded as a waiver of rights or constitute a variation of the agreement in any way.
18) The parties agree that they may either personally represent any of their affiliate organizations or that such may be represented by any representative nominated by such party of such affiliate in whatsoever forum (including the High Court or Constitutional Court, or by an appropriate Officer of Court.
19) This agreement will be binding on the parties hereto, their executors, trustees, curators, and assignees and representatives of whatsoever nature as the case may be.
20) This agreement shall be nul and void unless the international Chamber of commerce’s Intellectual property, confidentiality Non Circumvention agreement attached hereto under annexure “B” is entered into.
21) This agreement comprises a Memorandum of Agreement without securities.
(Who warrants that he is duly authorized to sign on behalf of the Owner)?
SIGNED at ______________THIS ___________day of ________, 2005
1. The venue, date and time for ADR will be _______________, the parties to advise the final venue no later than 7 days prior to ADR.
2. The proposed chairman is ________________ who may be a member of the Arbitration Foundation of South Africa as such certified.
3. The chairman's all-inclusive fee shall be ___________ to be paid in cash in advance, each party bearing 50% of the cost.
4. The Panel is proposed to comprise one other advisor for each party.
5. The aim of the ADR is to determine: -
6. The rules for the proceedings set out below comprise extracts from the USA Aid model for ADR and South Africa Arbitration Association abbreviated rules.
7. Each party shall submit to the chairman, at ____________________________, a document wherein they will set out the issues, as they perceive them and suggestions as that party thinks will contribute to a speedy resolution to the ADR.
7.1. This submission will be made no later than 7 days before the ADR.
8. The Chairman will identify issues that the parties are ad idem on and such issues upon which there appears disagreement. He shall also have formed some idea of possible ways in which to settle the matter.
9. At the ADR, the chairman will state aforementioned preliminary findings and suggestions before proceeding with the ADR.
9.1. The dispute will be adjudicated upon quickly and a judgment delivered as soon as possible.
9.2. The rules for the proceedings can be mutually agreed upon but will in no wise entail a set of formalistic, legalistic or technical proceedings.
9.3. The Chairman shall at his discretion not necessarily be bound by the application of the normal stringent rules of evidence in respect of proceedings.
9.4. The chairman may call for additional evidence and or submissions on any issue.
9.5. The chairman may proceed inquisitorially to ascertain relevant facts and to this end may question any party or witness or advisor at any stage of the proceedings.
9.6. The proceedings shall be confidential and no disclosure to third parties outside the ADR forum is allowed.
10. The findings of the chairman will be in written format and delivered within 7 days of ADR. Any agreement reached will be reduced to a draft order by consent to be placed before court by the chairman in order that the agreement be made an order of court.
11. The decision shall not be unduly technical legalistic or formalistic in nature and which shall not impute notions to the parties which could not reasonably have been in their contemplation at the time of engaging in the causa for the dispute
12. The decision of such forum shall be final and binding on all parties.
WHEREAS the above-named parties intend to disclose to each other proprietary and confidential information relating to the business conducted by the parties.
AND WHEREAS the Parties wish to protect such intellectual property, proprietary and confidential information in accordance with the provisions set out below
1. In this Agreement:
1.1. "Proprietary Information and intellectual property" means any technical or commercial information including (without limitation) business plans, budgets, legal documents, Strategic plans, documentation, correspondence, cost estimates or other financial information or data, specifications, drawings, designs and know-how originally disclosed by one Party ("the Disclosing Party") to the other Party ("the Receiving Party") under this Agreement which is in written, other visual or machine readable form and clearly marked or designated by the Disclosing Party as "Proprietary" or "Confidential" (or is communicated orally on a basis of confidentiality.
1.2. Proprietary Information does not include any information which:
1.2.1. Is in or which comes into the public domain otherwise than as a result of a breach of this Agreement by any person to whom a disclosure of Proprietary Information is made as permitted under this Agreement or of any other duty of confidentiality relating to the Proprietary Information of which the Receiving Party has knowledge;
1.2.2. Or was lawfully obtained by the Receiving Party from a third party with full rights of disclosure;
1.2.3. Or the Receiving Party can show was already in its unrestricted possession at the date of receipt of the information under this Agreement;
1.2.4. Or the Receiving Party can show has been developed by it or for it at any time, independently of any Proprietary Information.
2. In consideration of the foregoing, the Receiving Party undertakes during the term of this Agreement and for a period of 10 years following the first to occur of the date of expiry or termination of this Agreement:
2.1. To keep confidential and not to disclose Proprietary Information received under this Agreement to any third party except with the prior written consent of the Disclosing Party;
2.2. Not to disclose such Proprietary Information to any personnel within its own company other than those personnel who have a need to receive such Proprietary Information for the purposes of this Agreement referred to in the Recitals;
2.3. Not to use or allow to be used such Proprietary Information otherwise than solely for the purposes referred to in the Recitals to this Agreement, unless (and then only to the extent to which) a further use is specifically authorised in writing by the Disclosing Party;
2.4. To procure that each third party to whom Proprietary Information is disclosed under this Agreement is made aware of the provisions of this Agreement prior to such disclosure to it and that each such third party is bound by obligations of confidentiality which are no less onerous than those contained in this Agreement;
2.5. Not to copy reproduce or reduce to writing any part of such Proprietary Information except as may be reasonably necessary for the purpose referred to in the Recitals of this Agreement
2.5.1. PROVIDED THAT the Receiving Party shall be entitled to disclose Proprietary Information:
188.8.131.52. To any party specifically condoned in writing by the disclosing party.
184.108.40.206. Pursuant to a court order or government or regulatory requirement requiring disclosure of the Disclosing Party's Proprietary Information subject to notifying the Disclosing Party as soon as possible of such requirement.
3. No right or licence is granted to the Receiving Party in relation to any Proprietary Information of the Disclosing Party.
4. Each Party shall perform its respective obligations under this Agreement without charge to the other Party.
5. This Agreement shall remain in force for 10 years duration from the date of this Agreement and shall then automatically terminate unless renewed by mutual consent in writing.
6. On termination of this Agreement for any reason the Receiving Party shall retain no Proprietary Information disclosed to it under this Agreement and shall upon the request of the Disclosing Party either return to the Disclosing Party or destroy all such Proprietary Information which is in a tangible form and is in the possession of the Receiving Party pursuant to this Agreement, together with all copies.
7. No Party shall assign or transfer its rights and/or obligations pursuant to this Agreement (other than for the purposes of internal corporate reconstruction, reorganisation, merger or analogous proceeding) without the prior written consent of the other Party.
SIGNED AT ________________ THIS ______ DAY OF ___________ 200_
INTERNATIONAL CHAMBER OF COMMERCE (ICC)
BY AND BETWEEN
For and in consideration of their mutual promises, assertions and covenants set forth herein, whereas the parties herein mentioned above and below are mutually desirous in working together for their mutual benefit, said parties agree to abide by the following terms and conditions: -
1 Each of the parties hereto, separately or individually and their associates hereby agree that they or their Corporate, Subsidiaries, Employees, Agents, or Consultants will not make any contact with, deal with or otherwise involve in any transaction whatsoever with any party to this Agreement separately and individually or their associates, without the written consent of the Introducing Party.
2 The parties will maintain complete confidentiality regarding each other’s business sources and/or their affiliates and will disclose only to named parties pursuant to the express written permission of the party who made available said source, and
3 That they will not in any way whatsoever, circumvent or attempt to circumvent each other, any of the parties involved in any of the transactions the parties are desirous of entering into and to the best of their abilities assure one another that the original transaction codes will not be tampered with.
4 The parties hereby agree without reservation or exemption to keep completely confidential, the names and details of Banks, Lending Institutions, Participating Corporations or Individuals introduced by the parties or their Agents or Associations. Such identity shall remain the sole property of the Introducing Party and shall remain confidential throughout the duration of this Agreement and shall include by way of example, any telephone numbers, addresses, telefax, fax or other details etc.
5 It is also agreed by all parties that they will not enter into any direct contact, negotiations or transactions with such contacts revealed by the other parties without the express written permission of the other parties.
6 In the event of both parties signing a Agreement or Mandate, as the case may be, each party agrees with the other party that upon any breach of the said Agreement/s, the party in default will pay to the other party(s):-
6.1 The legal monetary penalty equal to the maximum commission administration fee covered in the Agreement or Mandate.
6.2 All and any expenses including legal, that would involve the recovery of these funds.
7 The parties hereby agree to keep each other informed of the monetary value of all transactions closed through third parties and that the commissions agreed to will be put in place for each transaction.
8 Furthermore, all consideration, benefits, bonuses, participation fees and /or commissions received as a result of the contributions of the parties to this Agreement will be allocated as mutually agreed to.
9 Any duly signed facsimile of this Agreement shall be deemed to be valid and enforceable as if it were the original and shall be legal and binding upon all parties.
10 This Agreement is valid for any and all transactions between the parties and is a full recourse consensual agreement conducted under the laws of Switzerland, United Kingdom, the United States of America and South Africa, whose laws shall govern the construction, interpretation, execution, validity, enforcement and performance and any other matters in respect of this Agreement. The signing Parties hereby agree to such jurisdiction as may be selected as the exclusive venue.
11 This agreement is valid for a period coinciding with the period which starts from the time of initiation of the Agreement or Mandate until all the terms and conditions to it have been successfully concluded.
12 This contract incorporates the rules of non-circumvention and non-disclosure established by the International Chamber of Commerce, Paris, France (ICC), which rules are made part of this Agreement.
13 In the event of this Agreement being disputed by any of the parties and a resolution cannot be reached, the parties agree to have the dispute arbitrated in the country selected by the The Arbitration Association of South Africa, (being accepted as such by the parties) being a signatory as intermediary to this agreement in either this or a related similar document forming part of the project in question, under ICC Rules of Conciliation and Arbitration then in force.
13.1 Judgment upon an award may be entered and enforced in any court of competent jurisdiction.
13.2 The injured party will receive full remuneration, in addition to all legal costs, attorneys fees and other charges as set out by the Arbitrator(s).
14 The undersigned parties hereby warrant and affirm under the international penalty of perjury that they have the Full Capacity and Authority to execute and perform fully to perfect this Agreement.
15 The parties choose their domicilium et executandi as:
IN WITNESS HEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AND HAVE DONE SO UNDER PENALTY OR PERJURY.
SIGNED AT ______ON THIS ____ DAY OF ______ 200_