CONSULTANCY AGREEMENT

entered into between

<INSERT NAME OF PARTY>

<INSERT DESCRIPTION OF COUNTERPARTY>

with identity / passport / registration number <INSERT>
and principle place of business / residential address at
<INSERT ADDRESS>

(hereinafter referred to as “Client”)

and

<INSERT NAME OF PARTY>

<INSERT DESCRIPTION OF COUNTERPARTY>

with identity / passport / registration number <INSERT>
and principle place of business / residential address at
<INSERT ADDRESS>

(hereinafter referred to as “Consultant”)

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 PREAMBLE:

[A] The Consultant provides professional consultancy services in respect of <INSERT>.

[B] The Client wishes to appoint the Consultant to provide the Services and the
Consultant, being willing and able to do so, wishes to accept the appointment on the
terms and conditions set out in this Agreement.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

{the remainder of this page is intentionally left blank}

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Contents

PREAMBLE:.........................................................................................................................................2
1. DEFINITIONS AND INTERPRETATION..............................................................................4
2. APPOINTMENT......................................................................................................................7
3. COMMENCEMENT AND DURATION.................................................................................8
4. SERVICES...............................................................................................................................8
5. COSTS AND PAYMENT FOR SERVICES............................................................................9
6. INTELLECTUAL PROPERTY RIGHTS..............................................................................10
7. BREACH................................................................................................................................10
8. DOMICILIA AND NOTICES................................................................................................11
8.1. Communications in Writing.................................................................................................11
8.2. Addresses.............................................................................................................................12
8.3. Domicilia.............................................................................................................................12
8.4. Delivery...............................................................................................................................13
8.5. Notification of Address and Fax Number.............................................................................13
8.6. Electronic Communication..................................................................................................14
8.7. English Language................................................................................................................14
9. GENERAL PROVISIONS.....................................................................................................14
9.1. Governing Law and Jurisdiction..........................................................................................14
9.2. Whole Agreement.................................................................................................................15
9.3. No Waiver............................................................................................................................15
9.4. Severability..........................................................................................................................15
9.5. Successors and Assigns........................................................................................................16
9.6. Cession, Delegation and Assignment...................................................................................16
9.7. Third-Party Rights...............................................................................................................16
9.8. Independent Advice..............................................................................................................16
9.9. No Representations..............................................................................................................16
9.10. Confidentiality.................................................................................................................16
9.11. Dispute Resolution...........................................................................................................17
9.12. Costs................................................................................................................................19
9.13. Counterparts....................................................................................................................20

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1. DEFINITIONS AND INTERPRETATION

1.1. The headings to the clauses and schedules, if any, of this Agreement are for reference
purposes only and shall in no way govern or affect the interpretation of nor modify
nor amplify the terms of this Agreement or any clause or schedule hereof.

1.2. Unless inconsistent with the context, the words and expressions set forth below shall
bear the following meanings and cognate expressions shall bear corresponding
meanings:

1.2.1. “Agreement” means this consultancy agreement entered into between

the Parties and all schedules, annexures and addenda hereto, if any;

1.2.2. “Applicable Laws” includes all and any statutes, subordinate

legislation and common or customary law, regulation, ordinances and
by-laws, directives, codes of practice, circulars, guidance notices,
judgments and decisions of any competent authority, or any
governmental, intergovernmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or
organisation and other similar provisions from time to time,
compliance with which is mandatory for the Parties;

1.2.3. “Business Day” means any day (other than a Saturday, Sunday or
officially recognised Namibian public holiday) on which banks
generally are open for business in Namibia;

1.2.4. “Consultancy Fee” has the meaning given in clause 5.1. of this
Agreement;

1.2.5. “Date of Signature” means the date on which the Party signing this
Agreement last in time, signs the Agreement;

1.2.6. “Income Tax” means Income Tax levied in terms of the Income Tax
Act 24 of 1981;

1.2.7. “Parties” means the Client and Consultant and “Party” means any one
of them, as the context requires;

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 1.2.8. “Services” has the meaning given in clause 4.1. of this Agreement; and

1.2.9. “VAT” means Value Added Tax levied in terms of the Value Added
Tax Act 10 of 2000.

1.3. Any reference in this Agreement to:

1.3.1. a “clause” shall, subject to any contrary indication, be construed as a

reference to a clause hereof;

1.3.2. “law” shall be construed as having the same meaning as that ascribed
to the words Applicable Laws;

1.3.3. a “schedule” shall, subject to any contrary indication, be construed as a

reference to a schedule hereof;

1.3.4. a “person” shall be construed as a reference to any person, firm,

company, corporation, government, state or agency of a state or any
association or partnership (whether or not having separate legal
personality) of two or more of the foregoing.

1.3.5. “writing” shall include communication via electronic mail.

1.4. Unless inconsistent with the context or save where the contrary is expressly indicated:

1.4.1. if any provision in a definition is a substantive provision conferring

rights or imposing obligations on any Party, notwithstanding that it
appears only in this interpretation clause, effect shall be given to it as if
it were a substantive provision of this Agreement;

1.4.2. when any number of days is prescribed in this Agreement, same shall
be reckoned exclusively of the first and inclusively of the last day
unless the last day falls on a day which is not a Business Day, in which
case the last day shall be the next succeeding Business Day;

1.4.3. in the event that the day for payment of any amount due in terms of
this Agreement should fall on a day which is not a Business Day, the
relevant day for payment shall be the following Business Day;

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 1.4.4. in the event that the day for performance of any obligation to be
performed in terms of this Agreement should fall on a day which is not
a Business Day, the relevant day for performance shall be the
subsequent Business Day;

1.4.5. any reference in this Agreement to an enactment is to that enactment as

at the Date of Signature and as amended or re-enacted from time to
time;

1.4.6. any reference in this Agreement to this Agreement or any other

agreement or document shall be construed as a reference to this
Agreement or, as the case may be, such other agreement or document
as say may have been, or may from time to time be, amended, varied,
novated or supplemented;

1.4.7. references to day/s, month/s or year/s shall be construed as Gregorian

calendar day/s, month/s or year/s.

1.5. Unless inconsistent with the context, an expression which denotes:

1.5.1. any one gender includes the other genders;

1.5.2. a natural person includes an artificial person and vice versa; and

1.5.3. the singular includes the plural and vice versa.

1.6. The schedules to this Agreement form an integral part hereof and words and
expressions defined in this Agreement shall bear, unless the context otherwise
requires, the same meaning in such schedules. To the extent that there is any conflict
between the schedules to this Agreement and the provisions of this Agreement, the
provisions of this Agreement shall prevail.

1.7. Where any term is defined within the context of any particular clause in this
Agreement, the term so defined, unless it is clear from the clause in question that the
term so defined has limited application to the relevant clause, shall bear the same
meaning as ascribed to it for all purposes in terms of this Agreement, notwithstanding
that that term has not been defined in this interpretation clause.

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1.8. The rule of construction that, in the event of ambiguity, the contract shall be
interpreted against the Party responsible for the drafting thereof (contra proferentem),
shall not apply in the interpretation of this Agreement.

1.9. The expiration or termination of this Agreement shall not affect such of the provisions
of this Agreement as expressly provide that they will operate after any such expiration
or termination or which of necessity must continue to have effect after such expiration
or termination, notwithstanding that the clauses themselves do not expressly provide
for this.

1.10. This Agreement shall be binding on and enforceable by the estates, heirs, executors,
administrators, trustees, permitted assigns or liquidators of the Parties as fully and
effectually as if they had signed this Agreement in the first instance and reference to
any Party shall be deemed to include such Party’s estate, heirs, executors,
administrators, trustees, permitted assigns or liquidators, as the case may be.

1.11. The use of any expression in this Agreement covering a process available under
Namibian law such as winding-up (without limitation eiusdem generis) shall, if any of
the Parties to this Agreement is subject to the law of any other jurisdiction, be
construed as including any equivalent or analogous proceedings under the law of such
other jurisdiction.

1.12. Where figures are referred to in numerals and in words, if there is any conflict
between the two, the words shall prevail.

2. APPOINTMENT

2.1. The Client hereby appoints the Consultant as an independent contractor to perform the
Services subject to the terms and conditions of this Agreement and in accordance with
all annexures hereto, if any.

2.2. The Consultant hereby accepts the appointment and undertakes to perform all
Services subject to the terms and conditions of this Agreement and in accordance with
all annexures hereto, if any.

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2.3. The Parties agree that, notwithstanding anything to the contrary contained herein, this
Agreement does not constitute an employment contract between the Parties nor will
the Consultant become an employee of the Client.

3. COMMENCEMENT AND DURATION

3.1. This Agreement shall commence on the Date of Signature and endure until terminated
by law or in terms of clause 3.2 or clause 6 below.

3.2. Notwithstanding anything to the contrary contained in this Agreement, either of the
Parties may terminate this Agreement forthwith by giving a 30-day written notice to
the other Party of their intention to do the same.

4. SERVICES

4.1. The Consultant shall provide the Client with such consultancy services as the Client
may require from the Consultant (“Services”), subject to the provisions of this
Agreement.

4.2. Services shall be required on a project-basis. The nature of the Services, deliverables,
time lines, total costs and other related issues shall be agreed to between the Parties in
writing in respect of each specific project and before the Services commence
(“Project Specifications”). The Consultant shall not be entitled to claim any
remuneration for any Services in respect of any project in the absence of Project
Specifications signed by both Parties.

4.3. All Services to be rendered by the Consultant in terms of this Agreement shall be
provided by the Consultant to the Client in accordance with the Project Specifications.
If the Consultant envisages any deviation from the Project Specifications for whatever
reason, the Consultant shall notify the Client in writing as soon as possible thereof and
the Parties shall agree in writing to adjusted specifications. If the Client requires any
variation of the Project Specifications, the Client shall inform the Consultant thereof
as soon as possible, but in any event not less than 24 (twenty-four) hours before due
date of the specific deliverable. If notice of variation required by the Client is given
to the Consultant less than 24 (twenty-four) hours before the due date for delivery, the

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 Consultant shall be entitled to payment for the Services rendered that may no longer
be required.

4.4. The Consultant undertakes to perform the Services to the best of his ability and in a
professional manner. In performing the Services, the Consultant shall use all
reasonable endeavours not to harm the good name and reputation of the Client.

4.5. The Consultant shall be free to engage, be employed or concerned in any other
business, trade, profession or activity which does not constitute a conflict of interest
with the Client. Notwithstanding the foregoing, the Consultant shall not be involved
in any capacity with a business which does or could compete with the business of the
Client, without the prior written consent of the Client.

4.6. Unless the contrary is specifically agreed in writing or it is a logical consequence from
the nature of the Services performed by the Consultants, this appointment does not
have the effect of appointing the Consultant as an agent for the Client and it is not
authorized to bind the Client contractually or otherwise with regard to any matter or
person, other than by specific instruction. It is expressly stated that the Consultant is
not an employee of the Client and is responsible for his own Income Tax.

5. COSTS AND PAYMENT FOR SERVICES

5.1. It is agreed between the Parties that the Consultant shall be entitled to charge an
hourly rate of <INSERT> per hour for the Services (“Consultancy Fee”), subject to
the Project Specifications. The Consultancy Fee is exclusive of VAT.

5.2. The Client shall reimburse the Consultant all reasonable expenses properly and
necessarily incurred by the Consultant in the course of providing the Services, subject
to presentation by the Consultant to the Client of receipts, or other appropriate
evidence, of payment of the relevant expenses.

5.3. The Consultant shall provide the Client with a VAT invoice for his Consultancy Fee
either by the end of the month or the end of a project, whichever comes first.

5.4. All invoices issued by the Consultant to the Client for the Services shall be paid by
the Client within 30 (thirty) days of presentation of the invoice to the Client.

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5.5. If the Consultant intends to increase his Consultancy Fee, he shall inform the Client
thereof at least 2 (two) months before the intended increase. The Client shall have the
right to terminate the Agreement if it does not agree with the increased Consultancy
Fee.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. The Parties hereby expressly agree that all rights in respect of trade-marks, trade
names, brand names, logos, software, distinctive packaging, designs, patents, plans,
programmes, drawings, artwork and other intellectual property which pertain in any
way to the Services (“Intellectual Property”), regardless of who the author is, shall
vest in the Client, including any plans, designs, programmes, images, drawings and
artwork generated by electronic means. This, however, does not include the
Consultant’s logo, trade name or trade-marks used by him in general.

6.2. The Consultant may not use the Intellectual Property for any other client or for any
other purpose other than the Services, unless the Client agrees in writing to such use,
and the Consultant hereby guarantees and undertakes that he shall not use or disclose
to any third party any of the Intellectual Property without the written consent of the
Client.

6.3. The Consultant shall, upon termination of this Agreement for any reason whatsoever,
forthwith discontinue all use of the Intellectual Property and return same to the Client.

6.4. The Consultant shall be liable for and shall indemnify (and keep indemnified) the
Client against any and all claims, damages, losses, costs or expenses suffered by the
Client by virtue of any steps taken by the Client to enforce the Intellectual Property
rights or a breach of the guarantee and undertaking under clause 6.2 above.

7. BREACH

7.1. The Client may but is not obliged to terminate this Agreement for breach if the
Consultant:

7.1.1. materially fails to provide the Services as agreed and does not remedy that
failure within 10 (ten) Business Days of the Client’s written notice
describing the failure; or

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 7.1.2. materially fails to meet any other obligation stated in this Agreement and
does not remedy that failure within 20 (twenty) Business Days of Client’s
written notice describing the failure.

7.2. The Consultant may but is not obliged to terminate this Agreement for breach if:

7.2.1. the Consultant discovers that the information the Client provided for
establishing the Services is materially inaccurate or incomplete; or

7.2.2. the Client’s payment of any invoiced amount is overdue and the Client does
not pay the overdue account within 10 (ten) Business Days after written
notice by the Consultant that the amount is overdue; or

7.2.3. the Client fails to comply with any other obligation under this Agreement
and does not remedy the failure within 15 (fifteen) Business Days of the
Consultant’s written notice describing the failure.

7.3. The provisions of this clause 7 will not affect the rights of the Parties to claim
damages or other relief for a breach of any of the provisions of this Agreement by
either Party.

7.4. Upon termination of this Agreement by either Party, both Parties shall be obliged to
hand over all documents, files, records, programs, proprietary information and the like
pertaining to the performance of the Services (including the Intellectual Property
described in clause 6.1. above) as well as any assets belonging to the other Party
which are in its possession, subject to clause 9.10.3 below.

7.5. Any legal cost incurred by the Client in respect of breach committed by the
Consultant shall be paid by the Consultant on an attorney-client scale.

8. DOMICILIA AND NOTICES

8.1. Communications in Writing

Any communication to be made under or in connection with this Agreement shall be

made in writing and, unless otherwise stated, may be made by fax, email or letter.

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8.2. Addresses

The address, email and fax number (and the department or officer, if any, for whose
attention the communication is to be made) of each Party for any communication or
document to be made or delivered under or in connection with this Agreement is:

8.2.1. CLIENT:

Business Address: <INSERT>

Postal Address: <INSERT>

Telephone: <INSERT>

Facsimile: <INSERT>

Electronic Mail: <INSERT>

Attention: <INSERT>

8.2.2. CONSULTANT:

Business Address: <INSERT>

Postal Address: <INSERT>

Telephone: <INSERT>

Facsimile: <INSERT>

Electronic Mail: <INSERT>

Attention: <INSERT>

or any substitute address or fax number or department or officer as the Party may
notify to the other Parties by not less than 5 (five) business days' notice.

8.3. Domicilia

8.3.1. The Parties choose their respective physical addresses provided under or
pursuant to clause 8.2 (Addresses) as their domicilium citandi et executandi
at which documents in legal proceedings in connection with this Agreement
may be served.

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 8.3.2. A Party may by written notice to the other Parties change its domicilium
from time to time to another address, not being a post office box or a poste
restante, in Namibia, provided that any such change shall only be effective
on the fourteenth day after deemed receipt of the notice by the other Parties
under clause 8.4 (Delivery).

8.4. Delivery

8.4.1. Any communication or document made or delivered by one person to

another under or in connection with this Agreement will:

8.4.1.1. if by way of fax, be deemed to have been received on the first

business day following the date of transmission provided that
the fax is received in legible form;

8.4.1.2. if delivered by hand, be deemed to have been received at the

time of delivery; and

8.4.1.3. if by way of courier service, be deemed to have been received

on the seventh business day following the date of such sending,

and provided, if a particular department or officer is specified as part of its

address details under 8.2 (Addresses), if such communication or document
is addressed to that department or officer, unless the contrary is proved.

8.4.2. Any communication or document to be made or delivered to a Party will be

effective only when actually received by the other Party and then only if it
is expressly marked for the attention of the department or officer identified
with the Parties signature below (or any substitute department or officer as
the Party shall specify for this purpose).

8.5. Notification of Address and Fax Number

Upon receipt of notification of an address or fax number or change of address or fax

number pursuant to clause 8.2 (Addresses), or changing its own address or fax
number, a Party shall notify the other Parties as soon as reasonably practicable.

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8.6. Electronic Communication

8.6.1. Any communication to be made between the Parties under or in connection

with this Agreement may be made by electronic mail or other electronic
means, if the Parties:

8.6.1.1. agree that, unless and until notified to the contrary, this is to be
an accepted form of communication;

8.6.1.2. notify each other in writing of their electronic mail address

and/or any other information required to enable the sending and
receipt of information by that means; and

8.6.1.3. notify each other of any change to their address or any other
such information supplied by them.

8.6.2. Any electronic communication made between the Parties will be effective
only when actually received in readable form.

8.7. English Language

Any notice or other document given under or in connection with this Agreement must
be in English.

9. GENERAL PROVISIONS

9.1. Governing Law and Jurisdiction

9.1.1. This Agreement shall be governed by, construed and interpreted in

accordance with the Applicable Laws of the Republic of Namibia.

9.1.2. Each of the Parties hereto irrevocably agrees that the High Court of
Namibia shall have jurisdiction to hear and determine any suit, action or
proceeding, and to settle any disputes which may arise out of or in
connection with this Agreement and for such purposes, irrevocably submits
to the non-exclusive jurisdiction of such court.

9.1.3. Each of the Parties agrees and accepts that a judgment of the High Court of
Namibia shall be enforceable in any country.

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9.2. Whole Agreement

9.2.1. This Agreement constitutes the sole record of the bona fide understanding
among the Parties in relation to the subject matter hereof. No Party shall be
bound by any express, tacit or implied term, representation, warranty,
promise or the like not recorded herein. This Agreement accordingly
supersedes and replaces all prior commitments, representations or
undertakings, whether oral or written, among the Parties in respect of the
subject matter hereof.

9.2.2. No addition to, variation, novation or agreed cancellation of, any provision
of this Agreement shall be binding upon the Parties unless reduced to
writing and signed by or on behalf of all Parties.

9.3. No Waiver

No indulgence or extension of time, which any Party ("Grantor") may grant to the
other, nor any election or failure by the Grantor to enforce, whether completely or
partially, or delay the enforcement of, any of its existing or future rights, shall
constitute a waiver of, or, whether by estoppel or otherwise, limit any of, the existing
or future rights of the Grantor in terms hereof, save in the event and to the extent that
the Grantor has signed a written document expressly waiving or limiting that right.

9.4. Severability

Each provision in this Agreement is severable from all others, notwithstanding the
manner in which they may be linked together or grouped grammatically, and if in
terms of any judgment or order, any provision, phrase, sentence, paragraph or clause
is found to be defective or unenforceable for any reason, the remaining provisions,
phrases, sentences, paragraphs and clauses shall nevertheless continue to be of full
force. In particular, and without limiting the generality of the foregoing, the Parties
hereby acknowledge their intention to continue to be bound by this Agreement
notwithstanding that any provision may be found to be unenforceable or void or
voidable, in which event the provision concerned shall be severed from the other
provisions, each of which shall continue to be of full force.

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9.5. Successors and Assigns

This Agreement shall inure for the benefit of and be binding upon the successors and
permitted assigns of the Parties.

9.6. Cession, Delegation and Assignment

Save as otherwise expressly provided for in this Agreement, no Party shall be entitled
to cede, delegate or otherwise assign or transfer any of its rights, obligations and/or
interest in, under or in terms of this Agreement to any third party without the prior
written consent of the other Parties.

9.7. Third-Party Rights

Unless expressly provided to the contrary elsewhere in this Agreement, no provision

of this Agreement constitutes a stipulation for the benefit of any person (stipulatio
alteri) who is not a party to this Agreement. No consent of any third party is required
for any amendment (including any release or compromise of any liability) or
termination of this Agreement.

9.8. Independent Advice

Each Party acknowledges that it has been free to secure independent legal and other
advice as to the nature and effect of this Agreement and that it has either taken such
independent legal and other advice or dispensed with the necessity of doing so.
Further, each Party acknowledges that all the provisions of this Agreement and the
restrictions herein contained have been negotiated as between the Parties and are part
of the overall intention of the Parties in connection with this Agreement.

9.9. No Representations

A Party may not rely on any express or implied term, representation, warranty,
promise of the like which allegedly induced that Party to enter into this Agreement,
unless such express or implied term, representation, warranty, promise of the like is
recorded in this Agreement.

9.10. Confidentiality

9.10.1 The Parties shall hold in confidence all confidential information and not
divulge such confidential information to any person, including any of their

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 employees, save for employees directly involved in the execution of this
Agreement and then only on a “need to know basis”.

9.10.2 The Parties shall prevent the disclosure of confidential information, unless
the law requires such disclosure.

9.10.3 Upon termination of this Agreement, subject to and limited in accordance

with the provisions of the Financial Intelligence Act 13 of 2012 (if
applicable), the recipient of confidential information shall return the same
or, at the discretion of the original owner thereof, destroy such confidential
information, and shall not retain copies or samples thereof or excerpts there
from.

9.10.4 It is specifically provided that for the purposes of this Agreement, the
following shall not be considered as constituting confidential information:

9.10.4.1. information known to a Party prior to the date on which it was

disclosed to such Party by the other Party;

9.10.4.2. information known to the public or generally available to the

public prior to the date on which it was disclosed by either of
the Parties to the other;

9.10.4.3. information which becomes known to the public or becomes

generally available to the public subsequent to the date on
which it was disclosed by either of the Parties to the other,
through no act or failure to act on the part of the recipient of
such information; or

9.10.4.4. information disclosed by a Party in terms of a written

authorization from the other Party.

9.11. Dispute Resolution

9.11.1. Any dispute arising from or in relation to this Agreement shall be firstly
resolved by the Parties through friendly consultations.

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9.11.2. If the dispute has not been resolved by friendly consultations within 60
(sixty) days after one Party has served written notice on the other Parties
requesting the commencement of such consultations, then the Parties shall
be obliged to refer such dispute to an independent legal practitioner of not
less than 10 (ten) years’ experience, requesting him/her to assist in settling
the dispute. The costs involved in referring the dispute to a legal
practitioner shall be borne in equal proportion by all Parties

9.11.3 Should the Parties be unable, within 30 (thirty) days after the referral in
terms of clause 9.11.2. above, to resolve the dispute, the dispute shall be
referred to arbitration.

9.11.4. A referral to arbitration under clause 9.11.3. will not preclude any Party
from obtaining interim relief on an urgent basis from a court of competent
jurisdiction pending the decision of the arbitrator.
9.11.5. Should any dispute be referred to arbitration under clause 9.11.3., the
arbitration will be held:

9.11.5.1. in Windhoek;

9.11.5.2. with only the Parties and the legal and other representatives
of the Parties to the dispute being present;

9.11.5.3. in accordance with the formalities and procedures settled by

the arbitrator and may be held in an informal and summary
manner, on the basis that it will not be necessary to observe
or carry out the usual formalities or procedures, pleadings
and discovery or the strict rules of evidence, it being the
intention that the arbitration will be held and completed as
soon as possible.

9.11.6. The arbitrator will be acceptable to all Parties to the dispute and, if the
matter in dispute is principally:

9.11.6.1. A legal matter, a practising Legal Practitioner of at least 10

(ten) years’ standing;

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 9.11.6.2. An accounting matter, a Chartered Accountant of at least 10
(ten) years’ standing;

9.11.6.3. Any other matter, any independent person.

9.11.7. Should the Parties to the dispute fail to agree whether the dispute is
principally a legal, accounting or other matter within 7 (seven) days after
the arbitration was demanded, the matter will be deemed to be a legal
matter.

9.11.8. Should the Parties to the dispute fail to agree on the appointment of the
arbitrator, the then President of the Law Society of Namibia, or his
nominee, will be appointed as the arbitrator.

9.11.9. The decision of the arbitrator will be final and binding on the Parties to the
dispute and may be made an order of any court to whose jurisdiction the
Parties are subject at the instance of any of the Parties to the dispute.

9.11.10. The arbitrator will be entitled to make such award, including an award for
specific performance, an interdict, damages or a penalty or otherwise as he
in his sole discretion may deem fit and appropriate and to deal as he deems
fit with the question of costs, including if applicable, costs on the attorney
and client scale, and his own fees.

9.11.11. The provisions of this clause:

9.11.11.1. constitute an irrevocable consent by the Parties to any

proceedings in terms hereof and no Party will be entitled to
withdraw therefrom or claim at any such proceedings that it
is not bound by such provisions;

9.11.11.2. are severable from the rest of this Agreement and will remain
in effect despite the termination of or invalidity for any
reason of this Agreement.

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9.12. Costs

Each Party shall bear and pay its own costs in relation to the negotiation, drafting,
finalisation and implementation of this Agreement.

9.13. Counterparts

The signature by any Party of a counterpart of this Agreement shall be as effective as

if that Party had signed the same document as the other Parties.

{the remainder of this page is intentionally left blank}

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SIGNED AT ………………………… ON THIS …… DAY OF ………………………
20… IN THE PRESENCE OF THE UNDERSIGNED WITNESSES:

As Witnesses:

…………………………… …………………………………
Signature of Witness Client, or their duly authorised
representative
……………………………
Signature of Witness

SIGNED AT ………………………… ON THIS …… DAY OF ………………………

20… IN THE PRESENCE OF THE UNDERSIGNED WITNESSES:

As Witnesses:

…………………………… …………………………………
Signature of Witness Consultant, or their duly authorised
representative

……………………………
Signature of Witness

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