Please note that all work is undertaken following the signing of and instrument securitising Confidentiality, Intellectual Property and Non-circumvention appearing under Annexure “A” attached hereto.
The signing of the CIPNC is followed by the signing of a mandate an example of which appears in the following link: - MANDATE.htm
A Consultancy agreement usually develops from the mandate where it is appropriate and necessary to do so as in circumstances where the mandate includes such aspects as project management and implementation. The Specific clauses in the consultancy agreement will be adjusted to suite the Questionnaire detailed below.
In the case of this consultancy, the implications relating to its obligations in respect to full and frank disclosure of mandate and risks between the parties as required by its affiliations to the Australian and International securities, Investment and Financial Planning entities is pre disclosed as per the heading marked Pre disclosures below.
So as to minimize the risk of conflicting interests this consultancy also makes disclosure of its obligations in respect of other projects currently handled by the consultancy as set out under the heading markedClauses relating to consultant’s disclosure. Other projects are listed on the website www.izak.co.za under the tab marked Projects. Projects not listed there are listed in Annexure “B” below.
So as to enable this consultancy to determine whether it is able to accept a mandate, please complete the following Questionnaire.
Any comments or proposed amendments to the Intellectual Property, Agreement.
Pre disclosure of investment or participators risks in project other than such as supplied by Business Planning supplied (where such planning material is supplied)
Comments if any with respect to pre disclosure of risk
Please specify where applicable or mark as not applicable
Strategic Planning _____________________________________________________
Business Plan Construction ____________________________________________
Project Implementation ________________________________________________
Project Management ___________________________________________________
This consultancy requires that expenses be covered. Please provide details of how it is proposed to do so in respect of the following: -
Communication costs – cell phone Internet fax etc. ___________________________
Traveling to and from project sites ________________________________________
Accommodation at project site ___________________________________________
Supply of Infrastructure and services on site
Office Staff ___________________________________________________________
Lease and ownership ___________________________________________________
Monthly retainer gross __________________________________________________
Monthly retainer Tax paid _______________________________________________
Term of retainer _______________________________________________________
Increment per annum _________ % ____
Sourcing of financing _______________________________________________
Raising fee as percentage of funds or equity partners sourced __________ %
Identification of and negotiation of stakeholders roles _____________________
Development of Strategic plan ________________________________________
Development of Business Plan as application for finance ____________________
Development and construction of Legal regime
Offer to purchase ___________________________________________________
Sole Mandate for Agents sales commission (Where applicable) ________________
Trust formation ______________________________________________________
Company formation __________________________________________________
Shareholders agreement ________________________________________________
Production Agreements ________________________________________________
Joint Venture agreements _______________________________________________
Agency Agreements ___________________________________________________
Finance agreements ____________________________________________________
Up front _______________________________________________________
Fees payable on acquisition of finance
As part of business Plan expense ____________________________________
Dividend flow policy __________________________________________________
Exit strategy _________________________________________________________
1. In order to benefit from any intellectual property and disclosure that the consultant may wish to deploy in respect of his mandate from the Contractor (as more fully described herein),
1.1. The contractor recognizes that the consultant is party to Intellectual property, Confidentiality and Non Circumvention Agreements with various organizations, persons and entities
WHEREFORE the Contractor hereby agrees to the terms and conditions set out in the Working Agreement attached hereto under annexure “A”, adopting such terms as terms of this agreement.
2. The Contractor recognizes that the consultant operates under the laws, ethics, modus operandi and rules governing his positions as; -
2.1. Australian Certified Investment Planner registered as Dealers Representative of the Stock Exchange of Sydney under the laws of News South Whales in Australia;
2.2. Member of the International Investment Planners Association (Australia),
2.3. Advisor for the Bank of New Zealand’s Cash-Link facility (Australia),
2.4. Chief Executive Officer of the SADC Development Fund Trust registered under the hand of the Master of the High Court of South Africa (Natal Provincial Division) (South Africa)
2.5. Chief Investigating officer of the actio popularis Commission of Inquiry set up under Section 38 of Act 108/1996 in Case No A175/93 before the High Court of South Africa (Durban and Coast Local Division), (South Africa)
2.6. WHEREFORE the Contractor agrees to advise the consultant of any activity or aspect in a project under the mandate of the consultant which activity or aspect may place any of the consultant’s positions at risk, provided the contractor is aware that an activity or aspect will place the consultant’s position at risk.
3. The consultant hereby makes disclosure of his mandates from certain other projects as set out in Annexure “B” and on the web page www.izak.co.za under the tab marked “ Projects”. The parties agree to disclose any conflict of interest that may arise between then and agree to collaborate to the ends of managing such conflicts of interest to their best ability without restraining the other party in their respective mandates.
By and between
And Duly authorized thereto
WHEREAS the above-named parties intend to disclose to each other proprietary and confidential information and relating to the ________________________ project (the "Project").
AND WHEREAS the Parties wish to protect such intellectual property, proprietary and confidential information in accordance with the provisions set out below and in the International Chamber of Commerce’s (France) Intellectual Property, Confidentiality and Non Circumvention Agreement attached hereto as annexure “A”.
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:
18.104.22.168. To any party specifically condoned in writing by the disclosing party.
22.214.171.124. 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. The obligation to keep Proprietary Information confidential to itself will be satisfied if the Receiving Party uses the same controls as it employs to avoid disclosure, publication and dissemination of its own Proprietary Information of a similar nature, provided not less than a reasonable standard of care is used.
4. Nothing in this Agreement shall replace or prejudice any government security classification referenced on any part of the Proprietary Information and the Receiving Party undertakes to respect and observe any such classification and comply with all matters relating to it. The provisions of this Clause shall survive termination of this Agreement.
5. Subject to Clause 4 this Agreement shall apply in lieu of the terms or conditions in any specific legend or restrictive statement associated with any Proprietary Information exchanged under this Agreement.
6. No right or licence is granted to the Receiving Party in relation to any Proprietary Information of the Disclosing Party.
7. Each Party shall perform its respective obligations under this Agreement without charge to the other Party.
8. This Agreement is intended to facilitate only the exchange of Proprietary Information and is not intended to be, and shall not be construed to create a teaming agreement, joint venture, association, partnership, or other business organisation or agency arrangement and no Party shall have the authority to bind the other Party without the other Party's separate prior written agreement. No Party has an obligation to supply information under this Agreement and no Party has an obligation to enter into any contract with the other Party.
9. 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.
10. 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.
10.1.1.The domicillia of the parties shall be as appears in the citation of the parties.
10.1.2. Notices under this Agreement shall be in writing in the English language and shall be deemed validly given if delivered by hand or post (recorded delivery with proof of posting or in the case of a notice to be sent overseas, by registered airmail) to the individual and address referred to in Clause 11.1 and shall be deemed to have been received, if delivered by hand, at the time of delivery, or in the case of a notice sent by post as above, 72 hours after the date of posting.
11. No exercise, or failure to exercise, or delay in exercising any right, power or remedy vested in either Party under or pursuant to this Agreement shall constitute a waiver by that Party of that or any other right, power or remedy.
12. This Agreement contains the complete and entire understanding between the Parties on the subject matter of this Agreement and supersedes all discussions, proposals, understandings or agreements, oral or written, relating to such subject matter provided that nothing in this Clause shall exclude any liability for fraudulent misrepresentation.
13. 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.
14. This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa, and the Parties agree to submit to the jurisdiction of the High Court of South Africa (any Division having jurisdiction), save where there is also an Intellectual Property and Non circumvention agreement of the International Chamber of Commerce attached to any information disclosed by any party in which case the court of final instance shall be court having jurisdiction in terms of the latter agreement in Paris France with the exception that the parties may agree to have the matter dispensed with in South Africa provided that the body of precedent applicable to the French Courts be applicable in the adjudication of the matter.
Signed for and on behalf of
Signed for and on behalf of
Position ...................…........... Position ..................................
INTERNATIONAL CHAMBER OF COMMERCE (ICC)
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 that 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 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, attorney’s 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.
Signed for and on behalf of
Signed for and on behalf of
Position ...................…............ Position ..................................