CONSULTANCY SERVICES AGREEMENT

between

and

KELVIN MULENGA
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Table of Contents

Page No

1.Parties ............................................................................................................................... 3
2.Interpretation ...................................................................................................................... 3
3.Job title and place of work .................................................................................................. 5
4.Terms of engagement ........................................................................................................ 5
5.Services and nature of performance .................................................................................. 5
6.Fees .................................................................................................................................. 6
7.Expenses ........................................................................................................................... 6
8.Confidential information ..................................................................................................... 6
9.Status................................................................................................................................. 7
10.Termination ...................................................................................................................... 8
11.Whole Agreement ........................................................................................................... 8
12.Governing Law and jurisdiction ........................................................................................ 8
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Parties

This Agreement is entered into between:

NEW NORM MEDIA, a duly registered company incorporated in the Republic of Zambia with its
registered office at No. 38333 Silverest, Lusaka, and its successors, assigns and licensees (the
“Company”); and KELVIN MULENGA, of Lusaka, National Registration Card
Number............................................................... (the “Consultant”)

Interpretation

In this Agreement:

“Agreement” means this consultancy services agreement, read with the Annex
hereto;

“Business Day” means a day (other than a Saturday or Sunday) on which banks
are generally open for normal business in the Republic of Zambia;

“Company Property” means all documents, books, manuals, materials, records,

correspondence, papers and information (on whatever media and wherever
located) relating to the business or affairs of the Company or its customers and
business contacts, and any equipment, keys, hardware or software provided for
the Consultant's use by the Company during the Engagement, and any data or
documents (including copies) produced, maintained or stored by the Consultant
on the Company or the Consultant's computer systems or other electronic
equipment during the Engagement;

“Confidential Information” means information in whatever form (including

without limitation, in written, oral, visual or electronic form or on any magnetic
or optical disk or memory or map and wherever located) relating to the business
of the Company, customers, products, affairs and finances of the Company for
the time being confidential to the Company and trade secrets including, without
limitation, technical data and know-how relating to the business of the or any of
its suppliers, customers, agents, distributors, shareholders, management or
business contacts and including (but not limited to) information that the
Consultant creates, develops, receives or obtains in connection with his
Engagement, whether or not such information (if in anything other than oral
form) is marked confidential;

“Engagement” means the engagement of the Consultant by the Company on the

terms of this Agreement;
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“Income Tax Act” means the Income Tax Act Chapter 323 of the Laws of Zambia
as amended or replaced from time to time;

“New Norm Media” means the owner of the show

“Production” means the filming of Limbani Season 2, a sitcom produced by the

Company in conjunction with M-Net, including such other related pre-
production and post-production activities as may be directed by the Company;“

Termination Date” means the date of termination of this Agreement,

howsoever arising;

“Services” means the services provided by the Consultant in a consultancy

capacity for the Company as more particularly described in Error! Reference
source not found.;

“Works” all records, reports, documents, papers, drawings, designs,

transparencies, photos, graphics, logos, typographical arrangements, software,
and all other materials in whatever form, including but not limited to hard copy
and electronic form, prepared by the Consultant in the provision of the Services;

“VAT” means Value Added Tax in accordance with the Value Added Tax Act
Chapter 331 of the Laws of Zambia as amended or replaced from time to time;

“ZMW” or “Kwacha” means the lawful currency from time to time of the
Republic of Zambia.

References to an “agreement” or “document” shall be construed as a reference to such agreement

or document as the same may have been amended, varied, supplemented or novated in writing with
the agreement of all Parties to it at the relevant time;

References to a “person” shall be construed so as to include any natural person, individual, firm,
company, body corporate, trustees of a trust, government, state or agency of a state or any joint
venture, association, partnership, works council or employee representative body (whether or not
having separate legal personality);

Any Annexe to this Agreement shall take effect as if set out in this Agreement and references to this
Agreement shall include its Annexes;

The singular shall include the plural and vice versa and words importing the masculine shall include
the feminine and neuter and vice versa;

The index and clause headings are inserted for convenience only and shall be ignored in construing
this Agreement
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References to:

References to the words “include” or “including” are to be construed without

limitation;

“Party” shall be to a party to this Agreement;

Job title and place of work

The Consultant shall be engaged by the Company as CONTINUITY to perform the Services. The
Consultant will undertake duties at the Production’s agreed filming location New Kasama
and such other venues as may be advised by the Company from time to time.

Terms of engagement

The Company shall engage the Consultant and the Consultant shall provide the Services on the terms
of this Agreement.

The Engagement shall commence on 23rd of August 2021 and shall continue for a period of 2 months
thereafter and/or unless and until earlier terminated as provided by the terms of this Agreement in
accordance with clause 11

The first one month shall be a probationary period during which the Engagement may be terminated
by the Company by giving one (1) week's prior notice.

Services and nature of performance

During the Engagement the Consultant shall perform the Services in connection with the Production
upon the terms and conditions herein set forth. The Consultant shall render such Services in a
competent, conscientious and professional manner, having due regard for the delivery of the
Production within the budget and as instructed by the Company in all matters, including those
involving artistic taste and judgment.

The Consultant shall devote an undetermined number of hours per week necessary for the
Production this will be advised by the Company unless prevented by ill health or accident and
notified to the Company in accordance with this Agreement.

During the term of this Agreement, the Consultant agrees and undertakes to provide the following
services in the role of CONTINUITY

- Breakdown, time and itemize scenes in terms of set, costumes, make-up, props and dialogue
according to where they are in the script

- To oversee the continuity of the motion picture including wardrobe, props, set dressing,
hair, makeup and the actions of the actors during a scene

- Be observant and attention to details associated with the continuity of the TV series
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- Be meticulous and methodical in taking precise notes quickly and efficiently during every
shot, information is provided to the director or crew to ensure the appropriate edits or
adjustments take place for a seamless production

- Communicate with the Director, actors, crew, hair, make-up and production know about
continuity issues

- Be able to read and understand the script

The Consultant shall provide the Services with all due care, skill and ability and use the Consultant’s
best endeavors to promote the interests of the Company.

Fees

The Company shall pay the Consultant a fee of ZMW 7,000.00 per calendar month inclusive of WHT
irrespective of consulting hours. The consultant should submit an invoice on the 25th of each month
and the fee shall be paid on the last day of each month.

A penalty fee of K50 per day for lateness will be charged on the monthly fee.

Expenses

The Consultant shall bear his own expenses incurred in the course of the Engagement unless
previously authorized by the Company and supported by invoices/receipts.

Confidential information

The Consultant acknowledges that he/she will have access to Confidential Information during the
Engagement. The Consultant has therefore agreed to accept the restrictions in this clause 8

The Consultant shall not (except in the proper course of the Consultant’s duties), either during the
Engagement or at any time after the Termination Date, use or disclose to any third party, and shall
use his/ her best endeavors to prevent the publication or disclosure of, any Confidential Information.
This restriction does not apply to:

Any use or disclosure authorized by the Company or required by law; or

Any information which is already in, or comes into, the public domain other than
through the Consultant's unauthorized disclosure.

The Consultant shall not at any time, disclose to any person whatsoever, any information relating to
M-Net and the Company or its business or trade secrets, of which the Consultant has or may come
into possession.

The Consultant shall not at any time release any statement to the press or make any other public
statement of any nature which could reasonably be expected to be published in the media regarding
this acknowledgement or any other matters concerning M-Net and the Company, without M-Net's
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and the Company’s prior written authority to do so.

At any stage during the Engagement, the Consultant will promptly on request return all and any
Company Property in his possession to the Company.

It is hereby agreed that disclosure of Confidential Information by the Consultant is a ground for
termination of this Agreement and cessation of the Services rendered by the Consultant.

Status

The relationship of the Consultant to the Company will be that of independent contractor and
nothing in this Agreement shall render the Consultant an employee, worker, agent or partner of the
Company and the Consultant shall not hold himself/ herself out as such.

This Agreement constitutes a contract for the provision of services and not a contract of
employment and accordingly the Consultant shall be fully responsible for and shall indemnify the
Company for and in respect of:

any income tax, social security contributions and any other liability, deduction,
contribution, assessment or claim arising from or made in connection with the
performance of the Services, where the recovery is not prohibited by law. The
Consultant shall further indemnify the Company against all reasonable costs,
expenses and any penalty, fine or interest incurred or payable by the Company
in connection with or in consequence of any such liability, deduction,
contribution, assessment or claim (other than where the latter arise out of the
Company's negligence or willful default); or

any liability arising from any employment-related claim or any claim based on
worker status (including reasonable costs and expenses) brought by the
Consultant arising out of or in connection with the provision of the Services.

The Company may at its option satisfy such indemnity (in whole or in part) by way of deduction from
any payments due to the Consultant.

Termination

Either party may terminate this agreement at any time by giving 30 days’ written notice.

Notwithstanding the provisions of clause 11, the Company may terminate the Engagement with
immediate effect with no liability to make any further payment to the Consultant (other than in
respect of amounts accrued before the Termination Date) if at any time the Consultant:

Commits any gross misconduct affecting the business of the Company;

Commits any serious or repeated breach or non-observance of any of the

provisions of this agreement or refuses or neglects to comply with any
reasonable and lawful directions of the Company;
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is convicted of any criminal offence (other than an offence under any road traffic
legislation in Zambia);

is in the reasonable opinion of the Company negligent or incompetent in the

performance of the Services;

is declared bankrupt or makes any arrangement with or for the benefit of his
creditors or has a county court administration order made against him;

is incapacitated (including by reason of illness or accident) from providing the

Services for an aggregate period of 28 days;

Commits any fraud or dishonesty or acts in any manner which in the opinion of
the Company brings or is likely to bring the Consultant or the Company into
disrepute or is materially adverse to the interests of the Company; and

The rights of the Company under clause are without prejudice to any other rights that it might have
at law to terminate the Engagement or to accept any breach of this agreement on the part of the
Consultant as having brought the Agreement to an end. Any delay by the Company in exercising its
rights to terminate shall not constitute a waiver of these rights.

Whole Agreement

This Agreement shall constitute the whole agreement between the parties and supersedes all prior
arrangements or understandings whether oral or written. No addition or variation or cancellation
of this agreement shall be valid unless reduced to a written document and signed by or on behalf of
the parties to the agreement.

Governing Law and jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter
or formation (including non-contractual disputes or claims) shall be governed by and construed in
accordance with the laws of Zambia.

All disputes arising out of or in connection with this Agreement shall be referred to arbitration in
accordance with the which shall be conducted in accordance with the Arbitration Act, No. 19 of
2000.

The parties irrevocably agree that the courts of Zambia shall have exclusive jurisdiction to settle any
dispute or claim that arises out of or in connection with this Agreement or its subject matter or
formation (including non-contractual disputes or claims)

Signed at on
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Signed by …………………………… .......................................

for and on behalf of

NEW NORM MEDIA
Signed by .......................................
…………………………….

CONTINUITY