SUB CONTRACTOR AGREEMENT

RAND WEST GRASS CUTTING

Between

SANDRA CORPORATION (PTY) LTD

(“SANDRA CORPORATION”or “Main
Contractor”)

(Duly represented by Anderson

Chamwaita who warrants that he is duly
authorised

AND

L I O N S D E N S O L U T I O N S (PTY) LTD
(“LIONS DEN SOLUTIONS” or “Sub
Contractor’’)
(Registration Number: )
Duly represented by CHRISTOPHER MAKWALA
who warrants that he is duly authorised
 Page |2

1. Interpretation

1.1 The Parties to this Agreement are as set out on the cover page hereof.

1.2 The headnotes to the clauses of this Agreement are inserted for reference purposes
only and shall in no way govern or affect the interpretation hereof.

1.3 Unless inconsistent with the context, the expressions set forth below shall bear the
following meanings:

“Agreement” This memorandum of understanding agreement

read with the schedules attached hereto, together
with any amendments to this Agreement agreed to
in writing between the Parties from time to time;
The RANDWEST GRASS CUTTING
“LOA” has appointed SANDRA CORPORATION in terms
of a Letter of Appointment (LOA) as the service
provider to perform GRASS CUTTING.

“Business Day” Any day other than a Saturday, Sunday or official

South African public holiday;

“Commencement Date” The commencement date shall be the date on

which the Project commences will be from the date
of the last signing party to this agreement;

“Completion Date” The date of completion of the Project in terms of

the approved Project Plan or any express, tacit or
implied extension or continuation thereof;

“Contract Price” The contract price as set out in Schedule 2 to this

Agreement;

“Deliverables” The deliverables stipulated in the Scope of Work;

‘’Contract Number’’ TBA

“RANDWEST” The RANDWEST GRASS CUTTING

with its office based at Freepen Building, 120
Henry Street, Bloemfontein 9301.
 Page |3

“Month” A calendar month commencing on the first day of

the month and ending on the last day of that month
(e.g. 1 January to 31 January);

“Main Contractor” SANDRA CORPORATION Pty) Ltd, a private

company duly registered and incorporated in terms
of the Company laws of the Republic of South
Africa, with registration number 2019/523966/07,
its legal successors or permitted assigns;

Collectively, SANDRA CORPORATION / Main

“Parties” Contractor and budhapaps /
Subcontractor, and “Party” shall mean either one
of them as the context requires;

“Project” The rendering of operational management of credit

control, grass cutting, indigent management and
ancillary services;

“Project Plan” The approved detailed project plan submitted to

the RANDWEST GRASS CUTTING
within the stipulated time period of commencement
of the project in accordance with the conditions of
the appointment;

“Terms of Reference” The terms of reference containing the Scope of

Work to be rendered in terms of the Project;

“Scope of Work” The work packages to be attended to and

deliverables to be rendered by SANDRA
CORPORATION and/or the Subcontractor
pursuant to the appointment to SANDRA
CORPORATION and approval of the Project Plan
by the RANDWEST GRASS CUTTING;
“Services”
The required tasks falling within the ambit of the
Scope of Work as described in Schedule 1 to this
Agreement which will be rendered by the
Subcontractor in terms of this Agreement;
“Signature Date”
The date of last signature of this Agreement;
 Page |4

“Subcontractor” Means LIONS DEN SOLUTIONS, a private

company duly registered and incorporated in
accordance with the Company Laws of the
Republic of South Africa, with registration number
and/or any person or entity to whom
performance of any part of the Services, is
contracted directly or indirectly by the
Subcontractor, its legal successors and permitted
assigns;

“VAT”
Value-added tax payable in terms of the
Value-Added Tax Act, 1991, as amended;
1.4 If any provision in a definition is a substantive provision conferring rights or imposing
obligations on either Party, notwithstanding that it is only in the definition clause, effect
shall be given to it as if it were a substantive provision of this Agreement.

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

1.5.1 Any gender includes the other genders;

1.5.2 A natural person includes an artificial person and vice versa;

1.5.3 The singular includes the plural and vice versa.

1.6 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 meaning
ascribed to it for all purposes in terms of this Agreement, notwithstanding that that
term has not been defined in this interpretation clause.

1.7 The rule of construction that the contract shall be interpreted against the party
responsible for the drafting or preparation of this Agreement, shall not apply.

1.8 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.

2. Recordal

2.1 SANDRA CORPORATION has identified an opportunity and has been and/or shall be
appointed to perform SGRASS CUTTING for a period of thirty-six (36) months for the
RANDWEST GRASS CUTTING

2.2 It is hereby recorded that SANDRA CORPORATION has elected to subcontract part
of the Scope of Work required to be provided by SANDRA CORPORATION to the
RANDWEST GRASS CUTTING in terms of the Project, to the Subcontractor, for the
duration of the Project.
 Page |5

2.3 The purpose of this Agreement is to set out the terms and conditions upon which the
Subcontractor shall undertake the Services which shall be required in terms of the
Project.

3. The Services

3.1 The Subcontractor shall execute the Services as set out in Schedule 1 to this
Agreement.

3.2 This Agreement shall commence on the Commencement Date and endure for the
duration of the Project, as may be extended (expressly, tacitly or by implication) by
the RANDWEST GRASS CUTTING from time to time.

3.3 If the agreement between SANDRA CORPORATION and the RANDWEST GRASS
CUTTING is terminated, for any reason whatsoever, SANDRA CORPORATION may
call for the suspension of this Agreement, alternatively may cancel this Agreement
with written notice of at least 60 days to the Subcontractor. In the event of suspension
and/or cancellation as aforesaid, SANDRA CORPORATION shall be liable to the
Subcontractor for the payment of all fees accrued by the Subcontractor for services
rendered by the Subcontractor and such fees as already invoiced and/or to be
invoiced to the RANDWEST GRASS CUTTING, as at the date of
suspension/termination as approved and paid by the RANDWEST GRASS CUTTING,
or to be paid by SANDRA CORPORATION to the Subcontractor within 30 (thirty) days
of receipt of an invoice from the Subcontractor.

4. The Responsibilities of the Subcontractor

4.1 The Subcontractor shall make resources available to the Project for the execution of
the Subcontractor’s obligations in terms of this Agreement and in compliance of its
obligations in terms of this Agreement, as set out in Schedule 1 hereof.

4.2 The Subcontractor and all allocated resources shall acquaint themselves with the
principal terms and conditions of the Terms of Reference and shall comply with the
terms and conditions thereof, in accordance with any approved Project Plan, as may
be amended from time to time by agreement between the RANDWEST GRASS
CUTTING and SANDRA CORPORATION.

4.3 The Subcontractor shall immediately inform SANDRA CORPORATION of any breach
and/or hindrance by the RANDWEST GRASS CUTTING, in executing the
RANDWEST GRASS CUTTING obligations to provide information and/or
documentation, which is or may be relevant to the Subcontractor executing its services
in terms of this Agreement and in compliance with the SLA which will be in force
between the RANDWEST GRASS CUTTING and SANDRA CORPORATION.

4.4 The Subcontractor shall assign tasks to skilled, experienced and reputable personnel,
with the necessary resources, skills, know-how and expertise to render the Services
in terms of this Agreement.
 Page |6

4.5 The Subcontractor undertakes that all Services shall be rendered with reasonable
care and diligence.

4.6 The Subcontractor undertakes to comply with its mandate in terms of this Agreement.

5. Project Personnel

5.1 The Subcontractor shall be responsible for the appointment of its project personnel
and the costs of their appointment and employment.

5.2 The Subcontractor shall comply with all the relevant labour laws applicable to the
Subcontractor's project personnel. To this end it is recorded that the Subcontractor
shall comply with applicable South African labour legislation including the Labour
Relations Act, 66 of 1995 and the Basic Conditions of Employment Act, 65 of 1997.

6. Undertakings of the Parties

6.1 The Subcontractor undertakes to commence the Services as soon as possible after
the Commencement Date, and to utilise its resources, internal or contracted, to
complete the Services and/or complete and render such of the Deliverables as are
allocated to the Subcontractor expeditiously and in accordance with the Project Plan.

6.2 Prior to commencing with the Project, the Parties shall ensure that vital procedural
and administrative requirements, as per the RANDWEST GRASS CUTTING
requirements, are complied with.

6.3 The Subcontractor shall execute the Services in accordance with the SLA or any other
agreement concluded between and the RANDWEST GRASS CUTTING and
SANDRA CORPORATION, which terms shall be read together with this Agreement
and incorporated herein by reference. The Subcontractor warrants that it has
acquainted itself with the terms of the SLA between the RANDWEST GRASS
CUTTING and SANDRA CORPORATION and the Terms of Reference of the
appointment of SANDRA CORPORATION and agrees to be bound thereby insofar as
it relates to the component of the Scope of Work/Work Package(s) allocated to it as
part of the Services.

6.4 The Subcontractor warrants that it is in possession of the correct personnel, systems
and resources which are required for the delivery of the Services to the RANDWEST
GRASS CUTTING.

6.5 SANDRA CORPORATION shall:-

6.5.1 If so required by the Subcontractor, furnish the Subcontractor with any relevant
information that is reasonably necessary for the Subcontractor to perform the Services
in compliance with the terms of this Agreement;

6.5.2 ensure that any party over which it has control over, performs its duties and functions
referred to in this Agreement in a manner which enables the Subcontractor to comply
with its obligation to provide the Services;
 Page |7

6.5.3 grant the Subcontractor personnel reasonable access to its premises and shall
facilitate the Subcontractor’s personnel acquiring reasonable access to the
RANDWEST GRASS CUTTING Municipality’s premises for the purpose of enabling
the Subcontractor to provide the Services in terms of this Agreement; and

6.5.4 Ensure that timeous payment is made to the Subcontractor in terms of the provisions
of this Agreement.

7. Progress Reports and Information

7.1 Pursuant to the requirement for reporting being necessary in terms of the
appointment, the Project and/or the SLA, monthly progress reports shall be prepared
by the Subcontractor and submitted in electronic PDF and word format to SANDRA
CORPORATION.

7.2 Pursuant to clause 7.1:-

7.2.1 The first report shall cover the period up to the end of the first calendar month following
the Commencement Date. Reports shall be submitted monthly thereafter, each within
7 (seven) days after the last day of the period to which it relates.

7.2.2 Reporting shall continue until the Subcontractor has completed all Deliverables in
terms of the Scope of Works and the Project Plan, as may be amended from time to
time by agreement between the RANDWEST GRASS CUTTING and SANDRA
CORPORATION, provided that SANDRA CORPORATION shall inform the
Subcontractor of any such amendment in writing within 48 (four-eight) hours of same
being agreed to between the RANDWEST GRASS CUTTING and SANDRA
CORPORATION.

7.2.3 Each report shall substantially disclose all material information in such format as may
be reasonably requested by SANDRA CORPORATION or by the RANDWEST
GRASS CUTTING representative, and agreed with the Subcontractor, or to the extent
that such requirements are due to requirements requested pursuant to the SLA with the
RANDWEST GRASS CUTTING.

8. Warranties as to Capacity

8.1 Each Party makes the following representations and warranties to the other, each of
which is true and correct as at the Signature Date:

8.1.1 It has been incorporated as a Company under the laws of the Republic of South Africa,
validly exists under those laws and has the power and authority to carry on its
business in South Africa;

8.1.2 It has the legal capacity, competence and authority to enter into this Agreement and
neither the entering into of this Agreement nor the implementation thereof will
adversely affect the rights of any third Party;
 Page |8

8.1.3 It has full power to execute, deliver and perform its obligations in terms of this
Agreement and all necessary corporate and other actions have been taken to
authorise such execution, delivery and performance;

8.1.4 Its obligations under this Agreement are valid and binding and are enforceable against
it under the terms of this Agreement;

8.1.5 The execution, delivery and performance of its obligations in terms of this Agreement
does not constitute a violation of its Memorandum of Incorporation or any other
constitutional or founding documents, or any binding obligation, contract or agreement
to which either Party is a party or by which either Party’s assets are bound;

8.1.6 No litigation, enforcement proceedings, arbitration, investigation, expropriation,

attachment, sequestration or administrative proceeding against or concerning it is in
progress as at the Signature Date or, is or has been threatened in writing against it,
which is likely to have a material adverse effect on its ability of to perform the Scope
of Work or Services, as the case may be, under this Agreement;

8.1.7 To the best of its knowledge, having made all reasonable queries, no proceedings or
any other steps have been taken, or has been threatened in writing, for the winding-
up or liquidation (whether voluntary or involuntary, provisional or final), judicial
management (whether provisional or final), business rescue or deregistration of either
Party or for the appointment of a liquidator, judicial manager or similar officer over it
or over any of its assets;

8.1.8 It has all the necessary skills and experience required to execute the Scope of Work
and/or the Services, as the case may be, in a competent and expeditious manner and
otherwise in accordance with this Agreement;

8.1.9 It has not committed any corrupt acts in relation to negotiating and entering into this
Agreement;

8.1.10 No conflict of interest exists or is likely to arise in the performance of its obligations
under or in connection with this Agreement by it or its employees, subcontractors or
agents; and

8.1.11 There are no reasonable grounds to suspect that it is unable to pay its debts as and
when they become due and payable.

9. Subcontracting of Services

9.1 The Subcontractor shall be responsible for all the acts, omissions or defaults of its
employees/resources, as if they were the acts, omissions or defaults of the
Subcontractor.
 Page |9

10. Safety and Environment

10.1 For the duration of the Project, the Subcontractor shall be bound by any safety
requirement/s and/or regulations as may be stipulated and contemplated by the
RANDWEST GRASS CUTTING.

10.2 For the duration of the Project, the Subcontractor shall be responsible for the safety
of its employees, contractors’ and any other person who may, in any direct manner,
be affected by the execution of the Services.

10.3 The Parties agree that where circumstances require it, the provisions of the
Occupational Health and Safety Act, 85 of 1993, as amended, shall be complied with.

11. Indemnity

11.1 The Parties shall indemnify and hold harmless each other, its directors, employees,
associates, and agents, against and from all claims, damages, losses and expenses
(including legal fees and expenses) in respect of:

11.1.1 bodily injury, sickness, disease or death, of any person whatsoever arising out of, or
in the course of, or by reason of the execution and completion of its obligations in
terms of this Agreement the Services and the remedying of any defects; and

11.1.2 Damage to or loss of any property, real or personal (other than the Services), to the
extent that such damage or loss arises out of, or in the course of, or by reason of the
execution and completion of its obligations in terms of this Agreement unless
attributable to any negligence, wilful act or breach of this Agreement by the other
Party, its directors, associates, employees’ and/or agents.

12. Contract Price and Payment

12.1 SANDRA CORPORATION records that it has appointed the Subcontractor for the
execution and completion of the Services and the Main Contractor shall pay the
Subcontractor for the Services in accordance with the terms contained in Schedule 2
attached to this Agreement, by means of an electronic funds transfer into such
account/s as may be nominated by the Subcontractor from time to time for this
purpose, in immediately available funds.

12.2 The Subcontractor shall monthly, for the duration of this Agreement, deliver
electronically, VAT invoices detailing the amounts due by the Main Contractor to the
Subcontractor by no later than the 7th (seventh) calendar day of each month.

12.3 Subject to the Subcontractor complying with its obligations in terms of this Agreement
and the Project, the Main Contractor shall effect payment to the Subcontractor within
 P a g e | 10

01 (one) days of the Main Contractor receiving payment from the RANDWEST
GRASS CUTTING.

13. Subcontract

13.1 It is recorded that this Agreement constitutes a subcontracting arrangement and

nothing herein should be construed as constituting an employment relationship
between the Main Contractor and the Subcontractor and/or the Subcontractor’s
personnel, and the Subcontractor hereby acknowledges that this Agreement is not
subject to any employment laws or status.

13.2 It is recorded that the Subcontractor shall perform the Services in terms of this
Agreement through its own personnel and/or contractors, unless otherwise agreed to
by the Main Contractor.

13.3 The Subcontractor acknowledges that nothing contained herein shall constitute or be
deemed to create the relationship of a partnership between the Main Contractor and
the Subcontractor.

14. Domicilium citandi et executandi

14.1 The Parties hereto choose domicilia citandi et executandi for all purposes of and in
connection with this Agreement as follows:

14.1.1 SANDRA CORPORATION:

57 Martin Street

Randfontein

Cell: 0658691053

Email: corporationsandra@gmail.com

Marked for the attention of: Anderson Chamwaita

14.1.2 LIONS DEN SOLUTIONS (Pty Ltd:

 P a g e | 11

 Cel: 072 449 6570

 Email: lionsdensolutions@gmail.com

 Marked for the attention of: CHRISTOPHER MAKWALA

14.1.3 Either Party hereto shall be entitled to change its domicilium from time to time,
provided that any new domicilium selected by it shall be an address other than a box
number in South Africa, and any such change shall only be effective upon receipt of
notice in writing by the other Party of such change.

14.2 All notices, demands, communications or payments intended for either Party shall be
made or given at such Party's domicilium for the time being.

14.3 A notice sent by one Party to the other Party shall be deemed to be received:

14.3.1 On the same day, if delivered by hand;

14.3.2 On the same day, if successfully transmitted by electronic mail

14.3.3 On the seventh day after posting, if sent by prepaid registered mail.

14.4 Notwithstanding anything to the contrary contained herein, a written notice or

communication actually received by a Party shall be constitute adequate written
notice or communication to such Party, notwithstanding that it was not sent to or
delivered at its chosen domicilium citandi et executandi.

15. Termination

Neither Party shall have the right to terminate this Agreement, other than in the
circumstances of a material breach of the Agreement not being remedied in
accordance with the provisions of clause 16 below. This clause is further subject to
clause 3.3 above.

16. Breach

16.1 A Party (“the Defaulting Party”)

16.1.1 Commit a material breach of any of the provisions of this Agreement and fail to remedy
such breach within 7 (seven) business days of delivery of a written notice requiring it
to do so; or

16.1.2 Commit any act of insolvency or be placed in liquidation (whether provisional or final)
or apply for or enter into business rescue proceedings,
 P a g e | 12

16.2 Then the other Party (“the Aggrieved Party”) shall be entitled to:

16.2.1 Claim immediate performance from the Defaulting Party; or

16.2.2 Cancel this Agreement;

In either event without prejudice to the Aggrieved Party’s rights to claim damages.

16.3 The aforegoing is without prejudice to such other rights as the Aggrieved Party may
have at law.

17. Restraint
17.1 Subject to the provisions of this clause 17, neither Party shall, with effect from the
Signature Date–

17.1.1 Engage in the Project to the exclusion of the other Party;

17.1.2 Render services related and/or similar to the Scope of Work to the RANDWEST
GRASS CUTTING in terms of the Project to the exclusion of the other Party;

17.1.3 Encourage or entice or incite or persuade or induce any employee of the other Party
to terminate employment with such other Party;

17.2 Each Party agrees that the undertakings and restrictions in this clause 17 are –
17.2.1 Given for the benefit of the other Party and may be enforced by the other Party at any
time;
17.2.2 Are agreed to by both Parties as an equal negotiating parties and
17.2.3 are fair and reasonable.

18 Confidentiality and non-disclosure

18.1 The Parties acknowledge that some or all of their Confidential Information may be or
may have been disclosed to and/or acquired by the other Party (“the Disclosing
Party”).

18.2 Notwithstanding the cancellation, expiration or termination of this Agreement, neither

Party (the "Receiving Party") will, at any time after the conclusion of this Agreement,
disclose to any person or use in any manner whatsoever the Disclosing Party's
Confidential Information and the Parties hereby irrevocably agree and undertake, in
favour of the Disclosing Party, and in order to protect the Disclosing Party’s proprietary
interests in and to the Confidential Information -

18.2.1 not to use, divulge or disclose, directly or indirectly to any person or entity whatsoever,
in any form or manner whatsoever, either directly or indirectly, the Confidential
Information or any portion thereof that may have been disclosed or communicated to
or acquired by the Receiving Party;
 P a g e | 13

18.2.2 not to use, exploit, permit the use of or in any other manner whatsoever apply the
Confidential Information or any portion thereof for its own benefit or for any other
purpose whatsoever other than for the purpose for which it was disclosed and
otherwise than in accordance with the provisions of this Agreement; and

18.2.3 To maintain in secrecy all Confidential Information which may have been disclosed or
communicated to or acquired by the Receiving Party.

18.3 the Receiving Party may however disclose the Confidential Information of the
Disclosing Party-

18.3.1 to the extent required by law (other than in terms of a contractual obligation of the
Receiving Party);

18.3.2 To, and permit the use thereof by, its directors, employees, representatives, agents
and professional advisers to the extent strictly necessary for the purpose of
implementing or enforcing this Agreement and/or the Scope of Work and/or the
Project.

18.4 the provisions of this clause 18 will cease to apply to any Confidential Information of
the Disclosing Party which –

18.4.1 is or becomes generally available to the public other than as a result of a breach by
the Receiving Party of its obligations in terms of this clause 18;

18.4.2 is also received by the Receiving Party from a third Party who did not acquire such
Confidential Information subject to any duty of confidentiality in favour of the
Disclosing Party; or

18.4.3 was known to the Receiving Party prior to receiving it from the Disclosing Party;

18.5 The Receiving Party -

18.5.1 Undertakes, save for in the event that the Confidential Information is disclosed to the
Receiving Party expressly for such purpose, not to adapt, alter, modify or change any
of the Confidential Information;

18.5.2 acknowledges that -

18.5.2.1 the unauthorised disclosure of the Confidential Information or any portion thereof
to a third Party may cause irreparable loss, harm and damage to the Disclosing
Party and accordingly the Receiving Party hereby indemnifies and holds the
Disclosing Party harmless against any loss, action, expense, claim, harm or
damage, of whatever nature, suffered or sustained by the Disclosing Party
pursuant to a breach by the Receiving Party of the provisions of this Agreement;
and
 P a g e | 14

18.5.2.2 the Disclosing Party has not made any representation or gave any warranty as to
the accuracy or completeness of the Confidential Information divulged to the
Receiving Party and they shall accordingly not be liable to the Receiving Party
with respect thereto; and

18.5.3 shall take all such steps as may be necessary to prevent the Confidential
Information falling into the hands of unauthorised third parties; and

18.6 Any and all documentation or records relating to the Confidential Information which
comes into the possession of the Receiving Party, or which is generated by the
Receiving Party at any time during the existence of this Agreement or at any time
thereafter -

18.6.1 shall be deemed to form part of the Confidential Information;

18.6.2 shall be deemed to be the property of the Disclosing Party;

18.6.3 shall not be copied, published or circulated by the Receiving Party without the
prior written consent of the Disclosing Party;

18.6.4 Shall be surrendered to the Disclosing Party on demand and neither the
Receiving Party shall retain any copies or précis thereof or extracts therefrom.

18.7 Any and all information which is acquired by the Receiving Party pursuant to the
implementation of this Agreement shall be deemed to be Confidential Information and
shall be subject to the provisions contained herein.

18.8 ”Confidential Information" of the Disclosing Party means all, trade, commercial,
financial and management information and secrets, business processes, financial
information, know-how, intellectual property, trade secrets, pricing information, and the
like of the Disclosing Party relating to any aspect of the Project and/or Scope of Work
and/or Services, including (but not limited to) –

18.8.1 any information, whether relating to the Disclosing Party or otherwise, which has
not been made public;

18.8.2 any information contained in any document prepared by or on behalf of the

Disclosing Party, whether furnished to the Receiving Party or not;

18.8.3 knowledge of details and particulars in regard to the Disclosing Party's suppliers,
customers and business associates;

18.8.4 any other information which relates to the Disclosing Party and/or to the business
of the Disclosing Party and/or to the details of the Project and/or Scope of Work
and/or Services which is not readily available in the normal course of business
and which may come to the knowledge of the Receiving Party,
 P a g e | 15

18.8.5 And all other information, documentation, or material of the Disclosing Party, in
whatever form.

19 Non circumvention

19.1 At any time prior to the expiration of 3 (three) years from the Signature Date of this
Agreement, it is expressly agreed that the identities of any individual or entity and any
other third parties (including, without limitation, suppliers, customers, financial
sources, manufacturers and consultants) discussed and made available by the
Disclosing Party in respect of the purpose of the Scope of Work and/or Project shall
constitute Confidential Information and neither the Receiving Party nor any group,
company, associated entity or individual related to the Receiving Party shall (without
the prior written consent of, or having entered into a commission agreement with, the
other Party):

19.1.1 directly or indirectly initiate, solicit, negotiate, contract or enter into any business
transactions, agreements or undertakings with any such third party identified or
introduced by the Disclosing Party; or

19.1.2 Seek to by-pass, compete, avoid or circumvent the Disclosing Party from any
business opportunity that relates to or is similar to the Scope of Work and/or Project
by utilising any Confidential Information or by otherwise exploiting or deriving any
benefit from the Confidential Information.

19.2 The Receiving Party covenants that any financial gain made by it from a breach of
clause 19.1 shall be deemed to be for the benefit of the Disclosing Party and shall be
payable to the Disclosing Party on demand. The Receiving Party shall further be liable
to the Disclosing Party for any benefit lost and/or any loss of income or profit and/or
any damages of any kind whatsoever sustained by it, including any consequential
damages, as a result of such a breach by the Receiving Party.

20 General

20.1 This document, together with any Schedules/Annexures, constitutes the whole
Agreement between the Parties in regard to the subject matter thereof.

20.2 No Party shall be bound by any express or implied term, representation, warranty,
promise or the like, not recorded herein.

20.3 No addition to, variation or consensual cancellation of this Agreement shall be of any
force or effect unless in writing and signed by or on behalf of all the Parties.

20.4 No indulgence which any of the Parties ("the grantor") may grant to the other of them
("the grantee") shall constitute a waiver of any of the rights of the grantor, who shall
not thereby be precluded from exercising any rights against the grantee which might
have arisen in the past or which might arise in the future.
 P a g e | 16

20.5 The Parties undertake at all times to do all such things, to perform all such acts and
to take all such steps and to procure the doing of all such things, the performance of
all such actions and the taking of all such steps as may be open to them and
necessary for or incidental to the putting into effect or maintenance of the terms,
conditions and import of this Agreement.

20.6 No Party shall be entitled to cede, assign or otherwise transfer all or any of its rights,
interest or obligations under and in terms of this Agreement except with the prior
written consent of the other Party.

21 Counterparts

This Agreement may be executed by the Parties in any number of separate

counterparts, each of which when so executed and delivered shall be deemed to be
an original, but all such counterparts together shall constitute one and the same
instrument.

SCHEDULE 1- SERVICES AND ROLES

SANDRA CORPORATION – MAIN CONTRACTOR

 Overall project delivery and reporting to the RANDWEST GRASS CUTTING in terms of
the SLA between the RANDWEST GRASS CUTTING and the Main Contractor or as and
when requested by the RANDWEST GRASS CUTTING.

LIONS DEN SOLUTIONS – THE SUBCONTRACTOR

 Implementation of Scope of Works related to supply of labour and tools of trade, with
related peripherals, in accordance with the scope of work for the RANDWEST GRASS
CUTTING as and when required for a period of three (3) years.

SCHEDULE 2- CONTRACT PRICE SCHEDULE

It is agreed by the parties that the fees shall be managed in the following manner:

SANDRA CORPORATION subcontract (70%) eighty percent of the Rates applicable

to the scope of works to LIONS DEN SOLUTIONS.
 P a g e | 17

THUS DONE and SIGNED at RANDFONTEIN on this the 29

day of NOVEMBER 2023.

For and on behalf of

SANDRA CORPORATION,

by ANDERSON CHAMWAITA, duly authorised.

As Witnesses:

1.

2.

THUS DONE and SIGNED at GERMISTON on this the 09 JANUARY 2023

For and on behalf of

LIONS DEN
SOLUTIONS, by
CHRISTOPHER
MAKWALA,
duly authorised.

As Witnesses:

1.

2. (Bongani Michael Seboa)