JOINT VENTURE AGREEMENT

Made and entered by and between

MYSTIC ORACLE ENTERPRISES (PRIVATE) LIMITED

(A Company duly incorporated with Limited liability Company in Zimbabwe according to the
Zimbabwean Company Bylaws, situated at 206B Sterling House, BULAWAYO
(Hereinafter referred to as ORACLE, party 1 and represented herein by
KAREN ZULU (CHIEF EXECUTIVE OFFICER)

AND

SAUCES
1 Basil Place 10th Avenue, BULAWAYO
(Hereinafter referred to as SAUCES, party 2 and represented herein by
SAUCE GUY- ( DIRECTOR )

WHEREAS

(a) ORACLE is a Company in Zimbabwe carrying on business in the Food Industry

(b) SAUCESis a Company in Zimbabwe carrying on business of food sauce

production

(c) The Parties have agreed to associate together in a Joint Venture with the aim
of establishing, developing and operating a Business of supplying Food sauces
and other condiments in all its field and more fully described hereunder.

(d) The Parties will conduct the business through a Joint Venture.

(e) PARTNER shall be responsible for canvassing, producing and assisting in

concluding the core business of the Joint Venture as set out hereunder for
the Joint Venture
NOW THEREFORE IT IS AGREED AS FOLLOWS

1. JOINT VENTURE

The Parties agree to associate in a Joint Venture

1.1 To carry on in Zimbabwe and abroad and anywhere else in the world, business of
selling sauces and condiments in all its forms and perspectives and to undertake all
such activities as are connected, linked or associated to the Food Industry in all its
aspects.

To carry on the business of sauce and condiments production in all its forms to
supply in Zimbabwe and abroad.

1.2 To carry on the Business Profession of consultants, supplying and production of

sauces, condiments in all its aspects

1.3 To carry on the business of writing and publishing recipes for restaurants

1.4 The Joint Venture shall also be involved in the business of running events, sauce
competitions, sauce tastings as well as stocking and retail of ingredient

2. DURATION

The Joint Venture shall commence on the 1STof MARCH 2023 and continue for an indefinite
period unless terminated as provided in this Agreement.

3. NAME

The Joint Venture shall commence under the name of ORACLE CONDIMENTS and shall be
changed as and wen the parties see fit.
4. CONTRIBUTION

4.1 The Parties shall contribute to the initial capital of the Joint Venture in the following
manner: -

4.1.1 ORACLE shall contribute the code, its Business Operations, its Expertise,
knowledge, capital and their already established market share for the Joint
Venture which contribution shall constitute 70% of the Joint Venture

4.1.2 It is hereby agreed that all expenditure and expenses required for the initial
capital shall have the prior approval of the Parties

4.1.3 SAUCES shall contribute its skills and recipes and this shall constitute 30% of
the Joint Venture.

4.2 Any further capital requirements including working capital in so far as the Joint
Venture is unable to borrow such capital requirements from other sources, or unless
otherwise agreed shall be by way of loans from the Parties, as and when in the
opinion of the Parties such capital is required.

4.3 All amounts contributed to the Joint Venture in terms of the clause will be credited
to the loan accounts in the names of the Parties and will bear interest at the current
bank rates.

5. REPAYMENT OF LOAN ACCOUNT

The loan accounts will be paid by the Joint Venture as soon as surplus funds are available
and prior to the distribution of the profits unless the Parties otherwise decide.

6. SHARING OF PROFIT AND LOSS

6.1 The Parties shall share all profits and bear all losses of the Joint
Venture in the ratio of 70% for ORACLE and 30 % for SAUCES

6.2 The profits unless the Parties otherwise agree, will be divided and
distributed within 1 (one) month of the end of the financial year after:-

6.2.1 Repayment of all loan accounts,

6.2.2 The provision of sufficient money, in the opinion of the Parties,

for the necessary working capital requirements of the Joint Venture or

6.2.3 Each Party shall receive 30% of the Profits and the remaining
40% shall be utilised for the payment of loans and serving of
 Debts owing by the Joint Venture or as future Capital
requirements

7. MANAGEMENT

7.1 ORACLE shall be responsible for generating business for the Joint Venture using all
means necessary and available for doing so and in particular be responsible for the
following
(a) Canvassing the Positive Image of the J.V.
(b) the creation of a network of sales contacts

7.2 Each of the Parties shall have an equal say in the conduct of the
Joint Venture business and all matters affecting the business policy of the Joint
Venture or arising in the management of its business or finances.

It being agreed that ORACLE shall have the final and deciding say in the event of any
deadlock arising over any management decision.

7.3 The day to day management of the Joint Venture in respect of its operations shall
be vested in ORACLE subject to all other terms and conditions set out in this
Agreement.

7.4 ORACLE as Manager shall prepare and deliver to the Joint Venture monthly in
advance, operating forecasts, which will also indicate the amount of working capital
requirements, the material requirements for the month and shall include all the
other information that may be necessary and required for the Joint Venture to make
informed decisions regarding its operations.

7.5 The terms and conditions of the management and the management fee shall be
calculated in terms of the management agreement and paid monthly in arrears
commencing with effect from the month in which the Joint Venture commences or
otherwise decided and agreed upon by the Parties.

8. BANK ACCOUNT

8.1 The Joint Venture shall maintain a Current Bank Account under its
name ……………… with ………………….Bank at ……………Branch.

8.2 All income of the Joint Venture shall be deposited to the credit of the Bank
Account
 8.3 All payments made on behalf of the Joint Venture excluding those of petty cash
nature shall be made by cheque or R.T.G.S. drawn on the Bank Accounts.

9. DUTIES OF PARTIES

Each party shall at all times:

9.1 display the highest degree of good faith towards his Partners in all
matter relating to the Joint Venture;

9.2 avoid a conflict between the interests of the Joint Venture and his own
interests;

9.3 make a full disclosure of information relating to the affairs of the

Joint Venture to his Partners, including the furnishings of accounts and
explanations of any such matters to them when reasonably requested to
do so;

9.4 devote his time and attention to the business of the Joint Venture, to ensure the
conduct of that business to the greatest benefit of the Joint Venture acknowledging
however that each of the Parties represented in this Agreement are engaged in
other businesses and activities.

9.5 punctually pay his personal debts and refrain from any act and avoid any
proceedings which could lead to the attachment of his interest in the Joint Venture;

9.6 immediately deposit in the Bank Account any amounts, negotiable

instruments or other documents of payment, received by him for the
Joint Venture.

10. LIMITATION ON PARTIES

No Party shall without the prior written consent of the other Parties:-

10.1 give any security or promise for the payment of money on behalf of the Joint
Venture;
10.2 release (except upon payment in full), comprise or compound any debt owing to, or
claim by, the Joint Venture;

10.3 do or knowingly permit anything to be done as a result of which any part of the
property or profits of the Joint Venture may be endangered;

10.4 assign, mortgage or in any way dispose of or encumber any part of his rights in the
Joint Venture;
10.5 use the property of the Joint Venture or bind or render the Joint Venture liable in
any manner, except in the ordinary course of the Joint Venture business;
 10.6 bind himself as surety for any person.

11. MEETING OF THE PARTIES

The Parties shall:-

11.1 Be entitled to regulate the manner in which its meetings shall be

convened and business transacted.

11.2 Meet fortnightly or on such occasions as either Party may have

requisitioned a Joint Venture meeting giving 24 (twenty four) hours
notice in writing to the other Parties.

12. ACCOUNTS

12.1 The Joint Venture shall appoint Auditors

12.2 The Parties shall within 3 (three) months of the financial yearend of the Joint
Venture, cause to be prepared and to be laid before the
Parties, such Profit and Loss Accounts, Balance Sheets and reports
to reflect fully the business activities of the Joint Venture.

12.3 Copies of the documents referred to above together with a copy of the
Auditors report shall be given to each Partner within 7 (seven) days of their being
finalised.

13. DISPOSAL OF INTEREST

13.1 Should any Party ( for the purpose of this clause called “ the Seller” wish to dispose
of its interest in the Joint Venture, such interest shall, in the first instance, be
offered to the other Parties ( for the purpose of this clause called “ the Purchaser”)
which may elect within 30 days

13.1.1 To purchase the interest at a price to be determined in

accordance with the provision of 13.2

13.1.2 To give leave for the interest to be sold to an identified third Party at no
lesser price and on the same terms and conditions

13.2 The price to be determined in terms of Clause 13.1 shall be determined by the
Auditors of the Partnership whose decision shall be final and binding on the Parties
and who shall calculate the price of the interest by allocating the net asset value of
the Joint Venture pro rata to the respective contributions of the Parties as set out in
 Clause 5, the net asset value to be calculated as at the date of the last Auditor’s
Balance Sheet of the Joint Venture..

13.3 The Seller shall resign from the Joint Venture on the effective date of the sale of
interest.

13.4 It shall be a condition of the sale of the Seller’s interest to a third Party that the
third Party is bound by the provisions of this Agreement.

13.5 Should the Purchaser exercise its rights to purchase the interest, the purchase
price shall be paid to the Seller in cash free of bank exchange within 14 (fourteen)
days of the effective date of the sale.

14. TERMINATION

In the event that ORACLE determines that the business operations are not profitable
then and that event ORACLE shall have the right in his absolute and sole discretion to
terminate his participation in the Joint Venture without recourse of whatever nature
against ORACLE

It is hereby agreed that upon such termination Auditors of the Joint Venture shall be
called in to determine the financial status of the Joint Venture and apportion profit or
loss if any.

15. WHOLE AGREEMENT

This Agreement is the entire Agreement between the Parties and there shall be no
variation of it save in writing and signed by the Parties.

16. REPRESENTATIONS AND WARRANTIES

No representation or warranty is given by either of the Parties as to the prospects of the

Partnership

17. DISPUTES

Any disputes or differences of any kind between the Parties arising under, out of or in
connection with this Agreement, whether during its existence or after its termination
shall be referred to arbitration in accordance with the provisions of the Arbitration Act
or any statutory modification or re-enactment for the time being
18. NOTICES

18.1 The parties choose their domicilia citandi et executandi for all purposes in
connection with this Agreement at the following addresses:-

ORACLE: info.mysticoracle@gmail.com
206B STERLING HOUSE, BULAWAYO

SAUCES: sikhumbuzile.ncube@sales.movement
1 BASIL PLACE, BULAWAYO

or to such other address as the Parties may be notice nominate.

18.2 Any notice shall be served by registered post and shall be deemed to have
been delivered 6 (six) days after the date on which it is posted

19. COSTS

Each Party shall pay its own costs of and incidental to the negotiation, preparation and
execution of this Agreement
THUS DONE AND SIGNED AT BULAWAYO THIS ………………... DAY OF ………………………………. 2023 IN
THE PRESENCE OF THE UNDERSIGNED WITNESSES

AS WITNESSES

1. _______________

__________________
KAREN ZULU
On behalf of
MYSTIC ORACLE ENTERPRISES PRIVATE LIMITED
2. _______________

THUS DONE AND SIGNED AT BULAWAYO THIS ……… DAY OF ……………………… 2023 IN THE PRESENCE
OF THE UNDERSIGNED WITNESSES

AS WITNESSES

1. ______________

_______________________
SAUCE GUY
On behalf of
SAUCES

2. _______________