Consultancy Agreement

entered into between

COMPANY NAME
(Registration number COMPANY REG NUMBER)
(“COMPANY NAME”)
and
[CONTRACTOR NAME]
(Personal Identification number COMTRACTOR ID)
(“CONTRACTOR NAME”)
(herein collectively referred to as the “Parties”)

1 Parties

1.1 This agreement is between:

1.1.1 COMPANY NAME, a company duly incorporated and registered according to the
Laws of the Republic of South Africa, and having its registered office at ADDRESS..
1.1.2 CONTRACTOR NAME, a person that is contracting as a freelance consultant with
their own entity as a TYPE OF CONTRACTOR.

2 Basis of the Agreement

2.1 COMPANY NAME wishes to contract with to provide certain services as detailed in “Schedule
A” attached hereto (“Services”).
2.2 CONTRACTOR NAME wishes to provide these Services and warrants that it is suitably
organized, qualified, financed, equipped, and experienced to achieve compliance with the
provisions of this agreement.
2.3 The Parties enter this agreement on the terms and conditions as set out below.

3 Appointment, Commencement and Duration

3.1 COMPANY NAME appoints CONTRACTOR NAME to provide the Services and CONTRACTOR
NAME accepts such appointment
3.2 This agreement will commence on START DATE and shall terminate on END DATE, unless
terminated earlier in terms of this agreement.
3.3 The termination of this agreement as provided in this agreement shall not be construed as being
a retrenchment or in any other manner governed by the Labour Relations Act, 66 of 1995 ("the
LRA"), but shall be by virtue of the termination of the agreement.
3.4 During the subsistence of this agreement CONTRACTOR NAME will devote eighty (80) hours
per month to perform the Services.
3.5 It is recorded that CONTRACTOR NAME will be engaged in other business during the
subsistence of this agreement provided that:-
3.5.1 this does not compromise its ability to comply with the provisions of this agreement;
or
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3.5.2 CONTRACTOR NAME does not engage with any competitors of COMPANY NAME,
its holding company or subsidiaries.

4 Responsibility and Duties

4.1 CONTRACTOR NAME shall provide a resource, agreed to by COMPANY NAME, to provide the
Services on behalf of CONTRACTOR NAME.
4.2 CONTRACTOR NAME shall report directly to Michael Hamilton.
4.3 COMPANY NAME will provide CONTRACTOR NAME with equipment as well as software
necessary to achieve compliance with the provisions of this agreement.
4.4 COMPANY NAME shall provide administrative services relating to travel and accommodation if
required.
4.5 COMPANY NAME undertakes to make available to CONTRACTOR NAME at no charge during
the term of this agreement, reasonable temporary office space at COMPANY NAME’s Gordons
Bay premises.
4.6 CONTRACTOR NAME will, in order to achieve the purpose of this agreement, and to ensure
efficiency and good governance, attend meetings as may be required by COMPANY NAME
from time to time.

5 Payments

5.1 COMPANY NAME will pay CONTRACTOR NAME a fee of R RATE (RATE IN WORDS) per
hour for the duration of this Agreement.
5.2 CONTRACTOR NAME will invoice monthly in arrears and COMPANY NAME will pay
CONTRACTOR NAME within 7 days of receipt of invoice that is approved by COMPANY
NAME.
5.3 Expenses incurred whilst carrying out the Services will be reimbursed by COMPANY NAME
where appropriate and preapproved by COMPANY NAME.
5.4 Where CONTRACTOR NAME is a VAT vendor, a VAT invoice must be provided which
complies with applicable legislation CONTRACTOR NAME will comply with such other
requirements for submitting invoices as COMPANY NAME may reasonably require. No
payment will be made to CONTRACTOR NAME unless an invoice has been submitted.
5.5 In the event that the South African Revenue Services are of the view that COMPANY NAME
should be obliged, under the 4th schedule to the Income Tax Act 1962, to deduct tax from
CONTRACTOR NAME’s fees, CONTRACTOR NAME shall be liable for any costs or expenses
incurred by COMPANY NAME arising from possible non-compliance with the Schedule,
including, without limitation, interest and penalties imposed under said Act
5.6 CONTRACTOR NAME will be responsible for accounting to the appropriate authorities for
CONTRACTOR NAME’s income tax, VAT or any other moneys required to be paid in terms of
legislation, or any other law.

6 Early Termination

6.1 It is specifically recorded that the agreement may be terminated at any stage prior to the expiry
date set out in clause 3.2 summarily at any time if CONTRACTOR NAME becomes insolvent; or
guilty of fraud or dishonesty; or wilful default; or gross negligence or gross incompetence; or if,
after warning to desist there from within seven (7) days has persisted in failing to comply with
the provisions of this agreement.
6.2 Should CONTRACTOR NAME become permanently incapacitated or incapable of performing
his duties under this agreement, or for any other reason be unable or unwilling to perform the
duties under this agreement, then the Agreement shall be terminated without any penalties to
either party.
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6.3 In the event that this agreement is terminated in terms of clause 6, CONTRACTOR NAME shall
have no claim of whatsoever nature against COMPANY NAME or any associated company.
6.4 Clause 8 shall survive termination of this agreement for any reason.
6.5 On termination of this Agreement, CONTRACTOR NAME shall immediately deliver to
COMPANY NAME all assets belonging to COMPANY NAME, records, identity card, keys,
documents, accounts, letters, notes, memoranda and papers of every description in
CONTRACTOR NAME’s possession or control. CONTRACTOR NAME hereby irrevocably
agrees and consents to COMPANY NAME withholding all outstanding monies owed to
CONTRACTOR NAME on date of termination until such time as CONTRACTOR NAME has
complied with the provisions of this paragraph.

7 Variations Not Effective Unless In Writing

7.1 No variation, modification or waiver of any provisions of this agreement, or consent to any
departure there from, shall in any way be of any force or effect unless confirmed in writing and
signed by the parties and then such variation, modification, waiver or consent shall be effective
only in the specific instance and for the purpose and to the extent for which made or given.

8 Copyright, Inventions and Confidentiality

8.1 Introduction
8.1.1 By virtue of the technical nature of the business of COMPANY NAME and
CONTRACTOR NAME being contracted by COMPANY NAME in a capacity in which
CONTRACTOR NAME is or will become familiar with technically sophisticated, unique
and confidential information, and is expected to contribute to COMPANY NAME’s
technical and commercial progress, COMPANY NAME and any subsidiary of
COMPANY NAME wishes to protect its rights in these fields.
8.1.2 For purposes of this agreement, “works” shall bear the same meaning as is given to it in
the applicable copyright law in force from time to time, including future works, and
means all works relating to the products/Services, customers, methods or processes of
COMPANY NAME which are eligible for copyright and which are created or executed by
CONTRACTOR NAME, whether alone or with others, in the course of the consultancy
of CONTRACTOR NAME with COMPANY NAME.
8.2 Copyright
8.2.1 CONTRACTOR NAME hereby acknowledges that all copyright and moral rights in any
work done or created by CONTRACTOR NAME in whatsoever capacity and whether
arising in terms of the Copyright Act 98 of 1978 (as amended from time to time) or in
terms of any other like law applicable in any jurisdiction, shall vest in COMPANY NAME
and CONTRACTOR NAME hereby cedes and assigns all such rights to COMPANY
NAME.
8.2.2 CONTRACTOR NAME waives all rights as the author of any work, to object to any
revision, rearrangement or modification of such work.
8.2.3 CONTRACTOR NAME waives any and all residuary or moral rights (as defined in terms
of Section 20 of the Copyright Act 98 of 1978) or any such similar rights now or in future
arising in respect of any work done by CONTRACTOR NAME on behalf of COMPANY
NAME in whatsoever capacity and CONTRACTOR NAME undertakes not to make any
claims in respect thereof.
8.2.4 CONTRACTOR NAME undertakes and agrees not to challenge in the future the validity
of any copyright in any work, or to assist any person directly or indirectly to challenge
the validity of any copyright in any work.
8.2.5 Whenever necessary or desirable CONTRACTOR NAME will execute all documents
and do all such other things as may be reasonably required of CONTRACTOR NAME in
any proceedings relating to the copyright in any work which may be instituted by or
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against COMPANY NAME, or to which COMPANY NAME is a party, or for the purposes
of registration of the copyright in the work.
8.2.6 CONTRACTOR NAME will promptly disclose to COMPANY NAME every work when it
comes into existence.

8.3 Inventions and other Innovations

8.3.1 Any invention, discovery, design, process or improvement or other technical or
commercial innovation made or discovered by CONTRACTOR NAME in the course and
scope of CONTRACTOR NAME’s work with COMPANY NAME will, whether or not it is
patentable or registrable as a design or otherwise capable of legal protection,
immediately be disclosed by CONTRACTOR NAME to COMPANY NAME and will from
its creation belong to COMPANY NAME.
8.3.2 CONTRACTOR NAME will on request at any time do whatever may be necessary or
desirable to vest any such invention, etc. in COMPANY NAME at COMPANY NAME’s
expense, including applying, or joining with COMPANY NAME in applying, for a patent
or other protection in South Africa and in any other part of the world, provided that
COMPANY NAME may in its discretion apply for such patent or other protection in
COMPANY NAME’s sole name or the name of a nominee.
8.4 Confidentiality
8.4.1 CONTRACTOR NAME will not, either during the contract of work with COMPANY
NAME or at any time thereafter, unless CONTRACTOR NAME has obtained
COMPANY NAME’s prior written consent, directly or indirectly divulge or make known to
any unauthorized person any confidential information relating to the business,
customers, employees, products, methods or processes of COMPANY NAME that may
have come to the knowledge of CONTRACTOR NAME at any time during the
consultancy with COMPANY NAME whether before or after the signature hereof; nor
make any unauthorized use of such confidential information.
8.4.2 All confidential drawings, notes, memoranda, computer programs, computer printouts
and other documents and materials relating to the business, customers, products,
methods or processes of COMPANY NAME coming into the possession of
CONTRACTOR NAME during the consultancy with COMPANY NAME, will be the
exclusive property of COMPANY NAME and CONTRACTOR NAME will take all
reasonable steps to prevent the publication or disclosure of all such information or
materials.
8.4.3 If there is any doubt whether for the purposes of this clause any person is an authorized
person, or whether any information is confidential information, or whether any use of
such information is authorized, CONTRACTOR NAME undertakes to obtain and abide
by a written decision of COMPANY NAME.
8.4.4 On termination of the contract of work with COMPANY NAME, CONTRACTOR NAME
will ensure that all such documents and materials (including copies thereof in the
possession or under the control of CONTRACTOR NAME) will be promptly returned to
COMPANY NAME, and CONTRACTOR NAME will provide COMPANY NAME with an
affidavit attesting to this fact.
8.4.5 CONTRACTOR NAME undertakes to notify COMPANY NAME promptly in writing of any
abuse of COMPANY NAME’s confidential information of which abuse CONTRACTOR
NAME becomes aware, and to assist COMPANY NAME at COMPANY NAME's
expense to suppress the abuse.

9 Security

9.1 CONTRACTOR NAME shall observe all security regulations issued from time to time by
COMPANY NAME.
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10 Indemnity

10.1 CONTRACTOR NAME will not have any claim of any nature against COMPANY NAME for any
loss or damage which CONTRACTOR NAME may suffer (even if such loss or damage was
caused through the negligence of COMPANY NAME or its Contractor’s) by reason of any theft
of the personal property of CONTRACTOR NAME from the premises of COMPANY NAME.

11 Domicilium

11.1 The parties hereto choose the addresses set out in clause 1 hereof as the domicilia citandi et
executandi for all purposes of and in connection with this agreement.

12 Arbitration

12.1 Any dispute, question or difference arising at any time between the parties with regard to:-

12.1.1 any matter arising out of; or

12.1.2 the rights and duties of any party to; or
12.1.3 the interpretation of; or
12.1.4 the termination of; or
12.1.5 any matter arising out of termination of; or
12.1.6 the rectification of

this Agreement shall be submitted to and decided by arbitration in terms of the rules of the
Arbitration Foundation of South Africa (“AFSA”).

12.2 The arbitrator shall be appointed by AFSA or its successor body and the arbitration shall be held
in Cape Town.

12.3 The clause 12 shall constitute each party’s irrevocable consent to the arbitration proceedings,
and no party shall be entitled to withdraw here from or to claim at any such arbitration
proceedings that are not bound by this clause.

12.4 Each of the parties hereby irrevocably agrees that the decision of the arbitrator in the arbitration
proceedings:-

12.4.1 will be final and binding on each of them; and

12.4.2 will be carried into effect; and
12.4.3 may be made an order of any Court to whose jurisdiction the parties to the dispute are
subject; and
12.4.4 may include an award as to the cost of the arbitration proceedings.

12.5 This clause 12 shall be severable from the remaining provisions of this Agreement and shall
continue to be of application, notwithstanding the cancellation of purported cancellation of this
Agreement.

12.6 The provisions of this clause 12 shall not prevent a party from obtaining urgent relief in a court
of competent jurisdiction.
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SIGNED on behalf of COMPANY NAME at Cape Town on the _____day of DATE.

AS WITNESSES:

Managing Director: COMPANY NAME

NAME: Michael Hamilton

SIGNED by CONTRACTOR NAME at ________________ on the___ day of DATE

AS WITNESSES:

1. ----------------------------------
NAME: CONTRACTOR NAME
2.
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SCHEDULE A

SERVICES:

Your services will include the following:

1. SERVICE 1
2. SERVICE 2
3. SERVICE 3
4. SERVICE 4
5. SERVICE 5
6. SERVICE 6
7. SERVICE 7
8. SERVICE 8
9. SERVICE 9