lenco_10a-ex1005.htm


    
      
        

      
Exhibit 10.5

    
 

    
      	
              Standard
      Deloitte Consulting Long-term Partnering Agreement

               

            	
              

            


    

     

     

     

     

    LONG-TERM
PARTNERING AGREEMENT

     

     

    entered
into between

     

     

    Deloitte
Consulting (Proprietary) Limited

    (hereafter
referred to as “Deloitte”),

    a private
company incorporated in accordance with the laws of South Africa

    Registration
Number: 2005/007151/07

     

     

    and

     

     

    Capital
Supreme (Proprietary) Limited

    (hereafter
referred to as “the
Company”),

    a private
company incorporated in accordance with the laws of South Africa

    Registration
Number: 2004/001517/07

     

     

    (individually
or collectively, as the context may require, shall be referred to as “a/the
Party/ies”.)

     

     

     

     

    


    
      
        	
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      Deloitte Consulting Long-term Partnering Agreement

                 

              	
                

              


      

       

    

    TABLE OF
CONTENTS

     

     

    
      	
              1

            	
              DEFINITIONS

            	 	
              3

            
	
              2

            	
              INTERPRETATION

            	 	
              3

            
	
              3

            	
              TERMS
      OF REFERENCE

            	 	
              4

            
	
              4

            	
              DELOITTE
      TOUCHE TOHMATSU

            	 	
              6

            
	
              5

            	
              RELATIONSHIP
      OF THE PARTIES

            	 	
              6

            
	
              6

            	
              ARRANGEMENTS
      WHERE THE PARTIES SUBMIT A PROPOSAL OR RESPOND TO A TENDER OR REQUEST BY A
      POTENTIAL CLIENT.

            	 	
              7

            
	
              7

            	
              SUBCONTRACTING
      ARRANGEMENTS

            	 	
              8

            
	
              8

            	
              CLIENT
      COMMUNICATION

            	 	
              14

            
	
              9

            	
              INSURANCE

            	 	
              15

            
	
              10

            	
              NON-SOLICITATION
      OF PERSONNEL

            	 	
              15

            
	
              11

            	
              CONFIDENTIALITY

            	 	
              16

            
	
              12

            	
              INTELLECTUAL
      PROPERTY

            	 	
              18

            
	
              13

            	
              OBLIGATIONS
      OF THE PARTIES

            	 	
              21

            
	
              14

            	
              EQUIPMENT
      OF THE PARTIES

            	 	
              22

            
	
              15

            	
              LIMITATION
      OF LIABILITY

            	 	
              22

            
	
              16

            	
              FORCE
      MAJEURE

            	 	
              24

            
	
              17

            	
              DELOITTE
      AUDITOR INDEPENDENCE AND CONFLICT OF INTEREST POLICIES

            	 	
              24

            
	
              18

            	
              ASSIGNMENT

            	 	
              25

            
	
              19

            	
              BREACH

            	 	
              25

            
	
              20

            	
              TERMINATION

            	 	
              26

            
	
              21

            	
              DISPUTE
      RESOLUTION

            	 	
              28

            
	
              22

            	
              WARRANTIES
      OF THE PARTIES

            	 	
              29

            
	
              23

            	
              ENTIRE
      CONTRACT AND DURATION

            	 	
              30

            
	
              24

            	
              SEPARATE
      UNDERTAKINGS

            	 	
              31

            
	
              25

            	
              STATEMENTS
      OF WORK

            	 	
              31

            
	
              26

            	
              GOVERNING
      LAW

            	 	
              31

            
	
              27

            	
              GENERAL

            	 	
              31

            
	
              28

            	
              REPRESENTATION

            	 	
              32

            
	
              29

            	
              DOMICILIUM
      CITANDI ET EXECUTANDI

            	 	
              32

            
	
              SIGNATURES

            	 	
              34

            


    

     

    


     

    


    
      
        	
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              1

            	
              DEFINITIONS

            


    

     

    In this
Agreement, unless the context clearly indicates a contrary intention, the
following expressions and words have the meanings assigned to them below and
derivative expressions and words will have a corresponding meaning:

     

    
      	
              1.1

            	
              “the/this Agreement”
      means this agreement together with the annexures hereto, as well as all
      amendments thereto executed by the Parties in accordance with clause
      23.4;

            


    

     

    
      	
              1.2

            	
              "Business Day" means any
      day other than a Saturday, Sunday or official Public holiday in the
      Republic of South Africa;

            


    

     

    
      	
              1.3

            	
              “Default” means any
      failure by either Party to comply with its obligations in terms of this
      Agreement;

            


    

     

    
      	
              1.4

            	
              “Deliverable” refers to
      anything delivered pursuant to the Services under this Agreement, or any
      SOW;

            


    

     

    
      	
              1.5

            	
              “the Effective Date”
      means --------------- notwithstanding the signature
  date;

            


    

     

    
      	
              1.6

            	
              “Lead
      Party” means Deloitte;

            


    

     

    
      	
              1.7

            	
              “Personnel” means the
      respective directors, officers, employees, agents, subcontractors,
      contractors and professional advisors of each
  Party;

            


    

     

    
      	
              1.8

            	
              “Services” means inter alia, the
      transmission of Mobile Financial Statements
      and Mobile Marketing Solutions including but not limited to mobile
      marketing and advertising campaigns to Deloitte clients’ mobile phones on
      the GSM Network via the Multi Media Message Centres and Short Message
      Service Centres of various mobile network operators (subject to any
      different definition ascribed thereto in any SOW), and as more
      specifically described in Annexure
“E”.;

            


    

     

    
      	
              1.9

            	
              “SOW” means a statement
      of work concluded between the Parties, to which the terms of this
      Agreement shall apply (save for where the SOW specifically amends the
      terms of this Agreement), in the forms as attached hereto as Annexure
      D;

            


    

     

    
      	
              1.10

            	
              “Subcontracted
      Party” means the Company.

            


    

     

    
      	
              1.11

            	
              “Clients” means those
      entities listed in Annexure C
hereto.

            


    

     

    
      	
              2

            	
              INTERPRETATION

            


    

     

    
      	
              2.1

            	
              References
      to this Agreement shall include the schedules and annexures to this
      Agreement.

            


    

     

    
      	
              2.2

            	
              The
      table of contents, and the headings to the clauses in this Agreement are
      for convenient reference purposes only, shall not be used in the
      interpretation of this Agreement, and shall not limit or extend the
      language of the clauses to which they
refer.

            


    

     

    
      	
              2.3

            	
              Words
      and phrases defined in this Agreement shall also apply in the
      interpretation of the same words and phrases in annexures, schedules and
      SOWs to this Agreement, save where specifically indicated to the contrary
      in such annexures, schedules and
SOWs.

            


    

     

     

     

    


    
      
        	
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              2.4

            	
              Unless
      the context otherwise require:

            


    

     

    
      	
              2.4.1

            	
              the
      singular shall import and include the plural and vice
    versa;

            


    

     

    
      	
              2.4.2

            	
              words
      indicating a gender shall import and include other
  genders;

            


    

     

    
      	
              2.4.3

            	
              words
      indicating natural persons shall include juristic
  persons;

            


    

     

    
      	
              2.4.4

            	
              the
      Gregorian calendar shall be the basis for any years, quarters, months or
      dates expressed in this Agreement;
and

            


    

     

    
      	
              2.4.5

            	
              references
      to clauses, schedules, parts and sections are, unless otherwise provided,
      references to clauses, schedules, parts and sections of this
      Agreement.

            


    

     

    
      	
              2.5

            	
              Where
      appropriate, meanings ascribed to defined words and expressions in this
      Agreement, shall impose substantive obligations on the
      Parties.

            


    

     

    
      	
              2.6

            	
              The
      use of the word "including" followed by a specific example or examples
      shall not be construed or interpreted as limiting the meaning of the
      general wording preceding it and the euisdem generis rule
      shall not be applied in the interpretation of such general wording and/or
      such specific example or examples.

            


    

     

    
      	
              3

            	
              TERMS
      OF REFERENCE

            


    

     

    
      	
              3.1

            	
              Deloitte
      and the Company are in the business of providing professional services,
      and both have considerable skill, knowledge and experience in that
      field.  The skills of the individual Parties are complementary,
      and the Parties have identified synergies for working together closely in
      the future.

            


    

     

    
      	
              3.2

            	
              The
      Parties wish to specifically record Deloitte shall introduce, market and
      promote the Services
to  Clients.

            


    

     

    
      	
              3.3

            	
              Deloitte
      shall contract directly with the Client for the
  Services.

            


    

     

    
      	
              3.4

            	
              The
      Parties record that the Company will remunerate Deloitte for its effort in
      introducing, marketing and promoting the Services to the
      Client.

            


    

     

    
      	
              3.5

            	
              The
      Parties wish to:

            


    

     

    
      	
              3.5.1

            	
              agree
      standard terms and conditions, under which the Parties may enter into
      SOWs; and

            


    

     

    
      	
              3.5.2

            	
              establish
      a long-term partnering arrangement, under the terms of this Agreement, and
      as described in more detail in Annexure B whereby Deloitte shall
      introduce, market and promote the Services to the Clients. Such long-term
      partnering will involve Subcontracting Arrangements, whereby the Company
      will subcontract services to
Deloitte.

            


    

     

    
      	
              3.6

            	
              Except
      as provided in this Agreement, the Company shall be precluded from
      participating or contracting with other entities, save for
      those  Company representatives and their specific clients as
      referenced in Annexure F (the content of which will be amended / updated
      from time to time by agreement between the parties), that would provide
      the introduction, marketing and promoting the Services to Clients. For the
      avoidance of doubt, the Parties specifically acknowledge and agree that
      the Company representatives as referenced in Annexure F (as amended /
      updated from time to time) shall not be entitled to approach, introduce,
      market or promote the Services to the Clients referenced in Annexure C or
      clients discussed or identified  by Deloitte or the Parties
      collectively.

            


    

     

     

     

     

    
      
        	
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              3.7

            	
              The
      Parties agree that Annexure C contains a list of target clients. Deloitte
      will introduce market and promote the Services to the target clients as
      listed in Annexure C. The parties agree that the content of Annexure C
      would be amended / updated from time to time when circumstances so
      determine.

            


    

     

    
      	
              3.8

            	
              Deloitte
      and the Company shall meet monthly to discuss various issues including new
      potential target clients and in the event of the Parties identifying new
      target clients Deloitte must ensure that the auditor independence
      provisions as described in this Agreement are complied
    with.

            


    

     

    
      	
              3.9

            	
              The
      Parties record that in the event of Deloitte being precluded from
      introducing, marketing and promoting the Mobile Financial Statements
      component of the Services to a potential target client due to the
      restrictions described in auditor independence provisions  as
      described in this Agreement and have confirmed this position in writing to
      the Company then the Company may directly or contract a third party to
      introduce, market and promote the Mobile Financial Statements component of
      the Services to that particular target client
  only.

            


    

     

    
      	
              3.10

            	
              It
      is specifically recorded that Deloitte will contract directly with the
      Client and the Company will not be directly or indirectly involved in any
      contractual negotiations or discussions. Notwithstanding the provisions of
      this clause 3.5.6 the Company shall cooperate with Deloitte in preparing
      any proposals to Clients or potential
clients.

            


    

     

    
      	
              3.11

            	
              Neither
      execution of this Agreement, nor anything contained herein,
      shall:

            


    

     

    
      	
              3.11.1

            	
              obligate
      either Party to issue any SOW to the other Party pursuant to this
      Agreement; or

            


    

     

    
      	
              3.11.2

            	
              obligate
      either Party to accept any SOW issued by the other Party pursuant to this
      Agreement.

            


    

     

    It is
specifically recorded that Deloitte will contract directly with the Client and
the Company will not be directly or indirectly involved in any contractual
negotiations or discussions except insofar as the Company’s participation in any
presentation to a client may constitute such involvement.

     

    
      	
              3.12

            	
              For the purpose of
      Subcontracting Arrangements:

            


    

     

    
      	
              3.12.1

            	
              Definitions:

            


    

     

    
      	
              3.12.1.1

            	
              “Client” means the
      Client as described in the relevant Subcontracting
  SOW;

            


    

     

    
      	
              3.12.1.2

            	
              “SOW Contract Value” of
      this Agreement is specified in the Subcontracting
  SOW;

            


    

     

    
      	
              3.12.1.3

            	
              “Subcontracting SOW”
      refers to a statement of work for a Subcontracting Arrangement, as agreed
      between the Parties;

            


    

     

    
      	
              3.12.2

            	
              A
      separate Subcontracting SOW will be signed for each Subcontracting
      Arrangement.

            


    

     

    
      	
              3.12.3

            	
              For
      each Subcontracting Arrangement, as described in the relevant
      Subcontracting SOW, Deloitte will be appointed as the lead Party (“Lead Party”), and the
      Company will be the subcontracted Party (“Subcontracted
      Party”).

            


    

     

    
      	
              3.12.4

            	
              The
      Lead Party and the Client have entered into an agreement (hereafter
      referred to as the “Main
      Client Agreement”) , as described in the Subcontracting SOW, under
      which the Lead Party has agreed to perform for the Client certain services
      described in the Main Client Agreement (“the
      Project”).

            


    

     

    
       

      
 

      
        
          	
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              3.12.5

            	
              The
      Lead Party wants to appoint the Subcontracted Party to provide to or on
      behalf of the Lead Party the services defined in the Subcontracting SOW
      (“Services”).

            


    

     

    
      	
              3.12.6

            	
              The
      Parties agree that the scope of a Subcontracting Arrangement is to
      regulate the performance of the Subcontracted Party related to the
      Services.

            


    

     

    
      	
              3.12.7

            	
              All
      Services performed by the Subcontracted Party for the Lead Party will be
      in accordance with the agreed terms of reference for the Project as
      contained in this Agreement, and as described in the Subcontracting SOW
      unless both Parties in writing agree upon a
  revision.

            


    

     

    
      	
              3.12.8

            	
              The
      Subcontracted Party undertakes not to be directly or indirectly involved
      in the Project, save as contemplated in the Subcontracting
      SOW.

            


    

     

    
      	
              4

            	
              DELOITTE
      TOUCHE TOHMATSU

            


    

     

    
      	
              4.1

            	
              Deloitte
      is a member of the Deloitte Touche Tohmatsu worldwide network (“DTT”), a Swiss Verein
      (association).  As a Swiss Verein, neither DTT nor any of its
      member firms has any liability for each other’s acts or
      omissions.  Each of the member firms is a separate and
      independent legal entity.  Services are provided by the member
      firms, and not by DTT.

            


    

     

    
      	
              4.2

            	
              Deloitte
      is a subsidiary of Deloitte & Touche Southern Africa (a professional
      partnership), which is a member firm of DTT, and which has signed the DTT
      Verein agreement.

            


    

     

    
      	
              4.3

            	
              "D&T Parties” means
      all entities (including Deloitte) that are members of DTT and each of
      their divisions, subsidiaries, companies owned or managed by DTT,
      predecessors, successors and assignees, and all partners, principals,
      members, owners, directors, officers, employees and agents of all such
      entities.

            


    

     

    
      	
              4.4

            	
              This
      Agreement is between the Company and Deloitte. The Company agrees that its
      relationship is solely with Deloitte as the entity contracting with the
      Company.  Notwithstanding the fact that Deloitte may utilise
      Personnel provided to Deloitte from other D&T Parties through service
      or other agreements, you agree that none of the D&T Parties (except
      Deloitte as referenced in this Agreement) will have any liability to you
      and that you will not bring any claim or proceedings of any nature
      (whether in contract, delict, breach of statutory duty or otherwise and
      including, but not limited to, a claim for negligence) in any way in
      respect of or in connection with this Agreement against any of the D&T
      Parties (except Deloitte) or any subcontractors that Deloitte may use to
      provide the Services.

            


    

     

    
      	
              5

            	
              RELATIONSHIP
      OF THE PARTIES

            


    

     

    
      	
              5.1

            	
              The
      Parties hereto shall be deemed to be independent contractors, and the
      Personnel of one shall not be deemed to be Personnel of the
      other.

            


    

     

     

     

    
      


      
        
          	
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              5.2

            	
              Nothing
      in this Agreement shall be construed as constituting a temporary
      employment service as contemplated in section 198 of the Labour Relations
      Act, 1995, and the employees of one Party shall not be deemed to be
      employees of any other Party.

            


    

     

    
      	
              5.3

            	
              Neither
      Party shall act as the agent of the other, and neither Party shall have
      the authority, or represent that it has the authority, to bind the other
      Party.  In addition, neither Party shall have any fiduciary duty
      towards the other Party under this
Agreement.

            


    

     

    
      	
              5.4

            	
              Nothing
      in this Agreement shall be construed as creating a partnership or joint
      venture between the Parties and neither Party shall have any authority to
      incur any liability on behalf of the other or to pledge the credit of the
      other Party.

            


    

     

    
      	
              5.5

            	
              No
      person who is not a party to this Agreement shall have any rights under
      the Agreement to enforce any of its
terms.

            


    

     

    
      	
              6

            	
              ARRANGEMENTS
      WHERE THE PARTIES SUBMIT A PROPOSAL OR RESPOND TO A TENDER OR REQUEST BY A
      POTENTIAL CLIENT.

            


    

     

    
      	
              6.1

            	
              The
      following terms will govern all circumstances where Parties submit a
      proposal or respond to a tender.

            


    

     

    
      	
              6.2

            	
              Responsibilities of the
      Parties

            


    

     

    
      	
              6.2.1

            	
              In
      an effort to achieve the purpose of submitting a proposal or responding to
      a tender to a potential client, the Parties agree to cooperate in the
      manner described in this Agreement. Both Parties will have access to a
      copy of the Request including any terms and conditions required by the
      Request to be incorporated into contracts with the
  Client.

            


    

     

    
      	
              6.2.2

            	
              The
      Parties record that Deloitte will be appointed as the lead Party (“Lead Party”), and the
      Company will be the subcontracted Party (“Subcontracted Party”) in
      the proposal or response to a
tender.

            


    

     

    
      	
              6.2.3

            	
              The
      Parties shall participate in the preparation of the proposal by supplying,
      in a timely fashion, such personnel, information (including, without
      limitation, all cost information), resumes and other materials as may be
      reasonably required to complete the proposal, including, without
      limitation, any and all exceptions the Parties may have to the terms and
      conditions of the request issued by the potential
  client.

            


    

     

    
      	
              6.2.4

            	
              Each
      Party shall be responsible for its own costs for the preparation of the
      proposal. The Parties specifically record that Deloitte shall be entitled
      to charge the Company a marketing fee where the Client is unable to
      utilise the Services due to the restrictions described in clause
      17.

            


    

     

    
      	
              6.2.5

            	
              Neither
      Party may actively participate in efforts with third parties that are
      competitive with efforts under this
Agreement.

            


    

     

    
      	
              6.2.6

            	
              The
      Parties acknowledge that the term "actively participate" referenced in
      clause 6.2.5 includes, without limitation, the interchange of technical
      data with third parties and the making available, allowing the use of, or
      offering the use of services of a Party's Personnel, in each case to
      prepare a proposal with a third party in response to the
      request  issued by the potential client or to provide the
      Services or any portion thereof.  Notwithstanding the foregoing,
      both Parties expressly understand and agree
  that:

            


    

    
       

       

       

       

      
        
          	
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              6.2.6.1

            	
              this
      Agreement shall not be construed as precluding either Party from selling
      its standard commercially available products provided this does not cause
      any conflict for the Parties in regard to the Agreement;
    and

            


    

     

    
      	
              6.2.6.2

            	
              bona fida co-operation
      with the other parties in respect of the
  Agreement.

            


    

     

    
      	
              6.2.7

            	
              In
      the event of the potential client awarding the proposal  to
      Deloitte, the Company shall provide Services and Deliverables (including,
      where appropriate, support for each other) consist­ent with the
      commitments shown in the  relevant proposal and in this
      Agreement).

            


    

     

    
      	
              6.2.8

            	
              In
      the event of the Client awarding the proposal to Deloitte, the Parties
      undertake to:

            


    

     

    
      	
              6.2.8.1

            	
              negotiate
      in good faith with the aim of Deloitte entering into a contract with the
      Client, and to provide the services as set forth in the proposal;
      and

            


    

     

    
      	
              6.2.8.2

            	
              negotiate
      in good faith and to conclude a Subcontracting SOW with each other to
      provide the services to the client, of the nature and to the extent set
      forth in the proposal and this
Agreement.

            


    

     

    
      	
              6.3

            	
              Progress
      Management

            


    

     

    
      	
              6.3.1

            	
              To
      facilitate the expeditious fulfilment of the respective obligations of the
      Parties, and to ensure good communication between the Parties and between
      the Lead Party and the Client, the Parties shall convene and attend
      progress meetings whenever so required by any Party on 5 (five) Business
      Days written notice to the other
Party.

            


    

     

    
      	
              6.3.2

            	
              Such
      notice shall specify the place, the day (a Business Day), the hour of the
      meeting and the business to be transacted at such
      meeting.  Delivery by way of electronic mail or by fax
      transmission shall be acceptable.

            


    

     

    
      	
              6.3.3

            	
              At
      any progress meeting, any matter that the Parties may deem expedient may
      be raised.  Unless agreed otherwise between the Parties, such
      meetings will be chaired by the Lead
Party.

            


    

     

    
      	
              6.3.4

            	
              In
      the event that the Parties are unable to amicably resolve any particular
      matter raised at a progress or other meeting, then either Party shall be
      entitled to declare that a dispute exists and that shall be dealt with in
      accordance with clause 21 of this
Agreement.

            


    

     

    
      	
              6.4

            	
              Entering into a Subcontracting
      SOW pursuant to the proposal being awarded to
    Deloitte:

            


    

     

    The
Parties hereto shall prepare a Subcontracting SOW pursuant to the terms and
conditions of this Agreement, which Subcontracting SOW shall become effective
upon award of a contract by the client to Deloitte.

     

    
      	
              7

            	
              SUBCONTRACTING
      ARRANGEMENTS

            


    

     

    
      	
              7.1

            	
              The
      following terms will govern all Subcontracting Arrangements between the
      Parties.

            


    

     

    
      	
              7.2

            	
              Terms of Subcontracting
      Arrangements:

            


    

     

     

     

    
      


      
        
          	
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                Standard
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              7.2.1

            	
              The
      Lead Party hereby appoints the Subcontracted Party as its subcontractor,
      which appointment the Subcontracted Party accepts, to perform the
      Services.  In agreeing to this Subcontracting Arrangement, the
      Parties agree on the price structure at which the Subcontracted Party will
      perform such Services.

            


    

     

    
      	
              7.2.2

            	
              The
      Subcontracted Party undertakes that its Services will be fulfilled in a
      timely manner at the price agreed between the Parties in the
      Subcontracting SOW.

            


    

     

    
      	
              7.2.3

            	
              Unless
      otherwise stated in this Agreement, there is no agreement between the
      individual Parties to share profits and/or losses.  Any profit
      or loss which each Party receives or incurs in the performance of its
      Services shall be for the account of that
Party.

            


    

     

    
      	
              7.2.4

            	
              The
      Lead Party shall have the right to appoint additional subcontractors to
      the Project only with the prior written consent of the Subcontracted
      Party, which consent shall not be unreasonably
  withheld.

            


    

     

    
      	
              7.2.5

            	
              The
      Subcontracted Party may not appoint subcontractors to render the Services
      allocated to it, unless:

            


    

     

    
      	
              7.2.5.1

            	
              the
      prior written consent of the Lead Party is obtained;
  and

            


    

     

    
      	
              7.2.5.2

            	
              the
      Subcontracted Party remains fully accountable for the provision of the
      Services and/or Personnel.

            


    

     

    
      	
              7.2.6

            	
              Subject
      to clause 15, and unless agreed otherwise between the Parties, the Parties
      indemnify and hold each other harmless for any loss or damage howsoever
      arising and of whatsoever nature either Party may suffer as a result of
      the actions of the subcontractor appointed pursuant to clauses
      7.2.4.

            


    

     

    
      	
              7.2.7

            	
              Subcontracted
      Party indemnifies and holds the Lead Party harmless for any loss or damage
      howsoever arising and of whatsoever nature the Lead Party may suffer as a
      result of the actions of the subcontractor
  appointed.

            


    

     

    
      	
              7.2.7

            	
              The
      Parties agree to ensure that any party appointed by it and over which it
      has direct control (the subcontractor), performs its duties and functions
      as may be reasonably required by the non appointing party so as to enable
      the other party to comply with its obligations in terms of this Agreement
      and/or any SOW concluded pursuant
hereto.

            


    

     

    
      	
              7.3

            	
              Specified Services and
      Personnel

            


    

     

    
      	
              7.3.1

            	
              In the case of Services to be
      performed by the Subcontracted
Party:

            


    

     

    
      	
              7.3.1.1

            	
              The
      Services to be performed by the Subcontracted Party are described in the
      Subcontracting SOW.

            


    

     

    
      	
              7.3.1.2

            	
              In
      return for performing these Services, the Subcontracted Party is entitled
      to be remunerated by the Lead Party as described in the Subcontracting
      SOW.

            


    

     

    
      	
              7.3.1.3

            	
              The
      Lead Party shall not be obliged to remunerate the Subcontracted Party for
      any Services performed by the Subcontracted Party in terms of the
      Subcontracting SOW, unless the Client has signed off the relevant
      deliverables in relations to
  the  Services.

            


    

     

    
      	
              7.3.1.4

            	
              The
      Subcontracted Party undertakes to render the
  Services:

            


    

     

    
       

       

       

      
        
          	
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                Standard
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              7.3.1.4.1

            	
              to
      the level of quality defined by the Lead Party during the execution of the
      Project, but having due regard to the Company’s vested skill, knowledge
      and experience in its field; and

            


    

     

    
      	
              7.3.1.4.2

            	
              in
      accordance with the approach and methodology as described in the Main
      Client Agreement, including the application of best practices, and with
      the requisite degree of care, skill and
  expertise.

            


    

     

    
      	
              7.3.2

            	
              In the case of Personnel to be
      provided by the Subcontracted Party to perform the
      Services:

            


    

     

    
      	
              7.3.2.1

            	
              The
      Personnel to be provided by the Subcontracted Party (“Subcontracted
      Personnel”) are described in the Subcontracting
  SOW.

            


    

     

    
      	
              7.3.2.2

            	
              In
      return for the Subcontracted Personnel performing the Services, the
      Subcontracted Party is entitled to be remunerated by the Lead Party as
      described in the Subcontracting
SOW.

            


    

     

    
      	
              7.3.2.3

            	
              The
      Lead Party shall not be obliged to remunerate the Subcontracted Party for
      any work performed by the Subcontracted Personnel in terms of the
      Subcontracting SOW, unless the  Client  is satisfied
      with the manner in which the Personnel of the Subcontracted Party has/have
      performed the Services.

            


    

     

    
      	
              7.3.2.4

            	
              The
      Parties acknowledge that the Subcontracted Party is providing
      Personnel.  Accordingly, until the Subcontracted Party has
      supplied the Lead Party with a valid IRP 30 certificate, the Lead Party
      shall deduct PAYE and any other necessary taxes from all payments made by
      the Lead Party to the Subcontracted Party in terms of the Subcontracting
      SOW.

            


    

     

    
      	
              7.3.2.5

            	
              The
      assignment of Subcontracted Personnel to the Project will be subject to
      pre-approval by the Lead Party.  In addition to this, the
      Parties record that in some circumstances, the pre-approval by the Lead
      Party will be subject to ratification by the
  Client.

            


    

     

    
      	
              7.3.2.6

            	
              The
      Subcontracted Party shall only assign such Subcontracted Personnel to the
      Project who are appropriately qualified and skilled and who possess
      appropriate experience and
expertise.

            


    

     

    
      	
              7.3.2.7

            	
              Removal
      of Subcontracted Personnel for
convenience:

            


    

     

    
      	
              7.3.2.7.1

            	
              The
      Subcontracted Party shall not remove or reassign any Subcontracted
      Personnel from the Project, for reasons within the control of the
      Subcontracted Party, without the prior written consent of the Lead Party,
      which consent shall not be unreasonably withheld or
    delayed.

            


    

     

    
      	
              7.3.2.7.2

            	
              Without
      limiting the generality of clause 7.3.2.7.1, it shall be reasonable for
      the Lead Party to refuse the aforementioned consent if any member of the
      Subcontracted Personnel is to be removed or reassigned to provide any
      services elsewhere, while still in the employ of the Subcontracted
      Party.

            


    

     

    
      	
              7.4

            	
              Project Governance and
      Management

            


    

     

     

     

    
      


      
        
          	
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                Standard
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              7.4.1

            	
              The
      Subcontracted Party shall, and it shall procure that its Personnel shall,
      follow reasonable work rules established by the Lead Party, in
      consultation with the Client, and shall submit to the governance structure
      created by the Lead Party and the Client for the Project as described in
      the Main Client Agreement, including the right of the Lead Party, the
      Client, or others whom the Lead Party or the Client may designate, to
      supervise and reasonably direct the performance of the Subcontracted
      Party’s Personnel, including, without
  limitation:

            


    

     

    
      	
              7.4.1.1

            	
              assigning
      specific duties to the Subcontracted Party’s
  Personnel;

            


    

     

    
      	
              7.4.1.2

            	
              designating
      specific locations where the duties and/or Services are to be
      performed;

            


    

     

    
      	
              7.4.1.3

            	
              fixing
      time schedules in which the duties and/or Services are to be
      performed.

            


    

     

    
      	
              7.4.2

            	
              The
      Subcontracted Party will advise its Personnel who are to perform Services
      under the Subcontracting SOW of the applicable terms of this
      Agreement.  The Lead Party shall include the Personnel of the
      Subcontracted Party who are to perform Services under the Subcontracting
      SOW in Project induction sessions held by the Lead
  Party.

            


    

     

    
      	
              7.4.3

            	
              The
      Parties agree that the obligations of each Party arising expressly or
      impliedly, out of this Agreement, shall be performed in a timely
      manner.

            


    

     

    
      	
              7.4.4

            	
              The
      Lead Party shall, as the prime contractor in respect of the Project,
      co-ordinate the provision of the Services provided by the Subcontracted
      Party.

            


    

     

    
      	
              7.5

            	
              Project Progress
      Management

            


    

     

    
      	
              7.5.1

            	
              To
      facilitate the expeditious execution of the Services and Deliverables and
      to ensure good communication between the Parties and between the Lead
      Party and the Client, (but without prejudice to the provisions of the Main
      Client Agreement regulating the noting and resolution of issues), the
      Parties shall convene and attend progress meetings whenever so required by
      any Party on 5 (five) Business Days written notice to the other
      Party.

            


    

     

    
      	
              7.5.2

            	
              Such
      notice shall specify the place, the day (a Business Day), the hour of the
      meeting and the business to be transacted at such
      meeting.  Delivery by way of electronic mail or by fax
      transmission shall be acceptable.

            


    

     

    
      	
              7.5.3

            	
              At
      any progress meeting, any matter that the Parties may deem expedient may
      be raised.  Unless agreed otherwise between the Parties, such
      meetings will be chaired by the Lead
Party.

            


    

     

    
      	
              7.5.4

            	
              The
      Lead Party’s Project manager shall cause minutes of such meetings to be
      compiled and distributed to the Subcontracted Party.  Unless the
      Subcontracted Party shall have disputed the contents of such minutes in
      writing within 3 (three) Business Days of receipt thereof, the contents
      shall be regarded prima
      facie as a true and accurate record of the communications made at
      such meeting.

            


    

     

    
       

      
 

      
        
          	
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                Standard
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              7.5.5

            	
              In
      the event that the Parties are unable to amicably resolve any particular
      matter raised at a progress or other meeting, then either Party shall be
      entitled to declare that a dispute exists and that shall be dealt with in
      accordance with clause 21 of this
Agreement.

            


    

     

    
      	
              7.5.6

            	
              In
      the event of the Subcontracted Party failing to fulfil or complete the
      Services, the Lead Party shall use its best endeavours to complete, or
      appoint a third party to complete, such uncompleted
      Services.  Regardless of whether the Lead Party, or any third
      party appointed by the Lead Party, is able to complete the aforementioned
      uncompleted Services, the Lead Party shall be entitled to invoke the
      provisions of clause 19.

            


    

     

    
      	
              7.6

            	
              Personnel:

            


    

     

    
      	
              7.6.1

            	
              Requests
      for Personnel of the Subcontracted Party to be absent from the Project for
      purposes such as leave are subject to prior approval by the Lead Party,
      which approval shall not be unreasonably withheld or
    delayed.

            


    

     

    
      	
              7.6.2

            	
              The
      Subcontracted Party undertakes to minimise any disruption to the Project's
      progress because of circumstances such as annual leave and
      training.

            


    

     

    
      	
              7.6.3

            	
              The
      Subcontracted Party shall utilise suitably qualified and trained Personnel
      to provide the Services in terms of this Agreement, and shall ensure that
      the Personnel of the Subcontracted Party act, at all material times, in a
      diligent and professional manner.

            


    

     

    
      	
              7.7

            	
              Invoicing, Payments &
      Rates

            


    

     

    
      	
              7.7.1

            	
              The
      Lead Party shall be responsible for invoicing the Client, which invoices
      shall from time to time include the amounts owed by the Lead Party to the
      Subcontracted Party in terms of the Subcontracting
  SOW.

            


    

     

    
      	
              7.7.2

            	
              Upon
      payment by the Client to the Lead Party, the Lead Party shall as soon as
      is reasonably possible, and subject to clauses 7.3.1.3, 7.3.2.3 and
      7.3.2.4, be responsible for transferring to the Subcontracted Party the
      amount which the Subcontracted Party is entitled to as per clauses 7.3.1.2
      and 7.3.2.2, within 5 (five) Business days of the Lead Party receiving
      payment from the Client.

            


    

     

    
      	
              7.7.3

            	
              The
      Parties record that the Lead Party is not liable to pay the Subcontracted
      Party until it has received payment from the Client, and that payment by
      the Lead Party to the Subcontracted Party will only be after receipt of a
      valid tax invoice from the Subcontracted
Party.

            


    

     

    
      	
              7.7.4

            	
              The
      Lead Party shall not be liable to the Subcontracted Party for any interest
      on amounts owed by the Lead Party to the Subcontracted
    Party.

            


    

     

    
      	
              7.7.5

            	
              Should
      a dispute arise relating to any fees or expenses due by the Lead
      Party:

            


    

     

    
      	
              7.7.5.1

            	
              The
      Subcontracted Party must notify the Lead Party of the disputed amount, in
      writing, within 30 (thirty) calendar days of becoming aware of the
      relevant dispute, failing which the Subcontracted Party shall be deemed to
      have waived their rights to payment of these fees or expenses;
      and

            


    

     

     

     

    
      


      
        
          	
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      Deloitte Consulting Long-term Partnering Agreement

                 

              	
                

              


      

       

    

     

    
      	
              7.7.5.2

            	
              Any
      notification, as contemplated in clause 7.7.5.1, shall detail the amounts
      disputed and the reasons therefore.

            


    

     

    
      	
              7.7.6

            	
              All
      invoices provided by the Subcontracted Party to the Lead Party must deal
      correctly with value-added tax (“VAT”), which will at all
      times be charged and paid in accordance with the South African VAT
      legislation (as amended from time to
time).

            


    

     

    
      	
              7.7.7

            	
              If
      the Lead Party (and/or the Client) disputes any invoiced amount (“the affected amount”),
      the Lead Party shall, within 30 (thirty) calendar days of receipt thereof,
      notify the Subcontracted Party in writing thereof, specifying the affected
      amount, and the alleged reasons for such dispute.  Any amount
      not disputed shall be paid in terms of clause 7.7.2.  If the
      Parties are unable to resolve such dispute, it shall be referred for
      determination in accordance with the provisions of clause
    21.

            


    

     

    
      	
              7.7.8

            	
              The
      Subcontracted Party agrees to preserve records of all invoicing and source
      documentation for 2 (two) years from the date of the payment of the last
      invoice hereunder.

            


    

     

    
      	
              7.7.9

            	
              The
      Parties record that the Lead Party shall not be liable to the
      Subcontracted Party for payment of any fees or expenses for which the
      Client is not liable to pay the Lead
Party.

            


    

     

    
      	
              7.7.10

            	
              Unless
      agreed otherwise between the Parties, the Lead Party will not be
      responsible for the payment to the Subcontracted Party of any expenses
      and/or time for which the Client has not paid the Lead Party, unless such
      expenses were incurred on the specific instruction of the Lead
      Party.

            


    

     

    
      	
              7.8

            	
              Rates

            


    

     

    Deloitte
will charge the Company a fee of 20% (twenty percent) on all Services provided
to Clients.  Where the rate for the Service exceeds R1.95 (one rand
and ninety five cents) per mms, in such circumstances Deloitte and the Company
shall split the balance of the fee over R1.95 (one rand and ninety five cents)
per mms at a rate of 50% (fifty percent) each between the parties.

     

    
      	
              7.9

            	
              SARS:

            


    

     

    
      	
              7.9.1

            	
              In
      the event that the South African Revenue Services (“SARS”) holds the Lead
      Party responsible for any tax, interest, penalties, losses, claims, costs
      or damages, related directly or indirectly to any amount which SARS is of
      the view the Lead Party should have withheld from monies paid by the Lead
      Party to the Subcontracted Party pursuant to a Subcontracting SOW, the
      Subcontracted Party hereby indemnifies the Lead Party fully from any such
      tax, interest, penalties, losses, claims, costs or damages.  The
      Subcontracted Party shall, within 5 (five) Business Days of receiving
      written notice from the Lead Party that a liability, indemnified against
      in terms of this clause 7.8, has arisen, pay to the Lead Party, free of
      any set-off, the full amount of such
liability.

            


    

     

    
      	
              7.9.2

            	
              The
      indemnity referred to in clause 7.9.1 is not subject to the limitation of
      liability in clause 15.

            


    

     

    
      	
              7.10

            	
              Expenses:

            


    

     

     

     

    
      


      
        
          	
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                Standard
      Deloitte Consulting Long-term Partnering Agreement

                 

              	
                

              


      

       

    

     

    
      	
              7.10.1

            	
              The
      anticipated Project expenses, together with the expense rules (“SOW Expense Schedule”) are
      set out in the Subcontracting SOW.

            


    

     

    
      	
              7.11

            	
              Undertakings from the Main
      Client Agreement:

            


    

     

    
      	
              7.11.1

            	
              The
      undertakings from the Main Client Agreement applicable to the
      Subcontracted Party, are described in the Subcontracting
    SOW.

            


    

     

    
      	
              7.11.2

            	
              The
      Subcontracted Party undertakes to comply with the undertakings referenced
      in clause 7.11.1.

            


    

     

    
      	
              8

            	
              CLIENT
      COMMUNICATION

            


    

     

    
      	
              8.1

            	
              For
      the purpose of proposals, tenders and/or responses  responses to
      requests from potential clients:

            


    

     

    
      	
              8.1.1

            	
              The
      Parties acknowledge that the Lead Party shall act as the prime interface
      with the Client in respect of the
Request.

            


    

     

    
      	
              8.1.2

            	
              Neither
      the Subcontracted Party, nor any Personnel of the Subcontracted Party,
      shall communicate with the Client in any manner, related to the Request
      and this Agreement, unless authorised in writing by the Lead
      Party.

            


    

     

    
      	
              8.2

            	
              For
      the purpose of Subcontracting
Arrangements:

            


    

     

    
      	
              8.2.1

            	
              The
      Parties acknowledge that the Lead Party is the prime contractor to the
      Client and, in such role, shall act as the prime interface with the Client
      in respect of the Project.

            


    

     

    
      	
              8.2.2

            	
              Neither
      the Subcontracted Party, nor any Personnel of the Subcontracted Party,
      shall communicate with the Client in any manner, related to the Project
      and this Agreement, unless authorised in writing by the Lead
      Party.

            


    

     

    
      	
              8.3

            	
              The
      Subcontracted Party undertakes to advise the Lead Party in writing within
      24 (twenty four) hours of the Client directly contacting the Subcontracted
      Party, for any reason whatsoever, outside the scope of any communications
      between the Client and the Subcontracted Party which the Lead Party has
      expressly agreed to.

            


    

     

    
      	
              8.4

            	
              The
      Subcontracted Party undertakes to assist the Lead Party in any
      communication or delivery to the Client, as reasonably requested by the
      Lead Party from time to time.

            


    

     

    
      	
              8.5

            	
              All
      discussions with the Client regarding contracts, Project financial
      management, invoicing, payments and rates will be done by the Lead Party
      directly with the Client.

            


    

     

    
      	
              8.6

            	
              Neither
      Party will be permitted to interfere with or impede existing relationships
      between the other Party and the Client or suggest or cause the Client to
      modify, cancel, or fail to renew or extend any agreement with the other
      Party, unless specifically agreed between the Parties in
      writing.

            


    

     

    
      	
              8.7

            	
              For
      the purpose of proposals, tenders and/or responses to requests from
      potential clients:

            


    

    
       

       

      
        


      

    

    
      
        
          	
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                Standard
      Deloitte Consulting Long-term Partnering Agreement

                 

              	
                

              


      

       

    

     

    
      	
              8.7.1

            	
              Any
      information submitted to the Client in response to or relating to the
      Request, concerning the organisational details of either Party, or the
      services to be provided by either Party, shall not be submitted to the
      Client without the approval of the other Party, which approval need not be
      in writing and shall be deemed to have been given by the cooperation of
      both Parties’ Personnel in the preparation of those portions of the
      Proposal which concern the services to be provided by the respective
      Parties.

            


    

     

    
      	
              8.7.2

            	
              Both
      Parties shall be available for consultation during any negotiations with
      the Client regarding the Proposal and the Sub contracting
      SOW.  Both Parties shall be available to attend any negotiations
      or discussions between one or more of the Parties which relate to the
      technical or service portions of the Proposal or
      contemplated  Subcontracting
SOW.

            


    

     

    
      	
              9

            	
              INSURANCE

            


    

     

    
      	
              9.1

            	
              The
      Parties are obliged at their own cost to take out and maintain such
      insurance policies (“Insurance Policies”) in
      respect of their own risks, in performing the Services to the Clients
      following the conclusion between them of the Subcontracting SOWs on the
      one hand and Prime Contracts and Main Client Agreements on the other
      hand.

            


    

     

    
      	
              9.2

            	
              The
      Parties hereby warrant that they have taken out the necessary Insurance
      Policies and shall be entitled to request proof thereof from one
      another.

            


    

     

    
      	
              9.3

            	
              A
      breach of the warranty contemplated in clause 9.2 shall constitute a
      material breach of this Agreement as contemplated in clause
      19.

            


    

     

    
      	
              9.3.1

            	
              For
      purpose of interpretation, Insurance Policies shall include the
      following:

            


    

     

    
      	
               
      

            	
              ●

            	
              Professional
      Indemnity Insurance; and

            


    

     

    
      	
               
      

            	
              
                ●

              

            	
              Public
      Indemnity Insurance.

            


    

     

    
      	
              10

            	
              NON-SOLICITATION
      OF PERSONNEL

            


    

     

    
      	
              10.1

            	
              Unless
      otherwise agreed to in writing by the Parties hereto, and recorded in
      writing, both Parties hereto agree that during the term of this Agreement,
      and for a period of six (6) months after the expiration or termination of
      this Agreement, and the expiration or termination of any other agreements
      that may result from this Agreement or an SOW, neither Party shall make
      any offer of employment or to employ any employee of the other Party,
      directly and substantively working under this Agreement, or any SOW, or
      any other agreements that may result from this Agreement or an
      SOW.

            


    

     

    
      	
              10.2

            	
              The
      Parties also agree not to use each other’s employees as consultants,
      either independently or via a third party for the same
    period.

            


    

     

    
      	
              10.3

            	
              Breach
      of this clause 10 will render the breaching Party liable to pay damages
      equal to 6 (six) month's salary for the employee concerned for the period
      prior to leaving.

            


    

     

     

     

    
      


      
        
          	
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              11

            	
              CONFIDENTIALITY

            


    

     

    
      	
              11.1

            	
              “Discloser” means the
      Party disclosing or granting access to Confidential
      Information.

            


    

     

    
      	
              11.2

            	
              “Confidential
      Information” means a Discloser’s trade, commercial, financial and
      management secrets, as well as confidential and other proprietary
      information howsoever such Confidential Information may be disclosed or
      made available to the Recipient including, without limiting the
      aforegoing, whether direct or indirect, orally, visually or in electronic
      format or by reason of inspection of documentation or other matter on or
      at the Discloser’s premises or elsewhere including, but not limited
      to:

            


    

     

    
      	
              11.2.1

            	
              technologies,
      concepts, ideas, inventions, methods, methodologies, procedures,
      processes, systems, techniques, designs, formulations, models, templates
      or work papers;

            


    

     

    
      	
              11.2.2

            	
              generalised
      features of the structure, sequence and organisation of software, user
      interfaces and screen designs;

            


    

     

    
      	
              11.2.3

            	
              general
      purpose consulting and software tools, utilities and
    routines;

            


    

     

    
      	
              11.2.4

            	
              logic,
      coherence know-how, and methods of management, operation or conducting
      business and strategy used or to be
used;

            


    

     

    
      	
              11.2.5

            	
              technical
      data, product or process specifications and all other technical,
      mechanical and computer
information;

            


    

     

    
      	
              11.2.6

            	
              financial,
      supply, exclusivity or other contractual arrangements between or detail
      about the Discloser, its suppliers, sources of material, clients and
      business associates;

            


    

     

    
      	
              11.2.7

            	
              any
      material or information subject to copyright, trademark, patent or other
      form of intellectual property
rights;

            


    

     

    
      	
              11.2.8

            	
              any
      information that relates to past projects of the
  Parties;

            


    

     

    
      	
              11.2.9

            	
              any
      other matter that relates to the business of the Discloser in respect of
      which information is not readily available in the normal course of
      business and which may come to the knowledge of the
    Recipient.

            


    

     

    
      	
              11.3

            	
              “disclosure” means the
      transfer of Confidential Information from the Discloser to the Recipient
      or the acquisition of Confidential Information by the Recipient by any
      direct or indirect means including but not limited to the conveyance of
      Confidential Information by visual, oral, electronic or other means and
      “disclose” or “disclosed” has a corresponding
  meaning.

            


    

     

    
      	
              11.4

            	
              “Recipient” means the
      Party receiving Confidential Information or to whom Confidential
      Information is disclosed.

            


    

     

    
      	
              11.5

            	
              The
      Recipient hereby irrevocably
agrees:

            


    

     

    
      	
              11.5.1

            	
              not
      to divulge or disclose to any person whatsoever in any form or manner
      whatsoever, either directly or indirectly, any Confidential Information
      without the prior written consent of the
  Discloser;

            


    

     

    
      	
              11.5.2

            	
              not
      to, directly or indirectly, detract from, expand on, amend, decompile,
      reverse engineer, use, exploit, permit the use of, or in any other manner
      whatsoever apply the Confidential Information for its benefit or the
      benefit of any other person or for any purpose whatsoever other than for
      the request forwarded by a client or a proposal or the Services and
      otherwise than in accordance with the provisions of this Agreement and any
      relevant SOW;

            


    

     

     

     

    
      


      
        
          	
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              11.5.3

            	
              to
      maintain in secrecy any and all Confidential Information of the Discloser
      which may be acquired by or disclosed to
it;

            


    

     

    
      	
              11.5.4

            	
              in
      cases where the Recipient is uncertain as to the nature of any information
      (whether that information qualifies as Confidential Information in terms
      hereof or not), treat such information as Confidential Information in
      terms hereof until written notice to the contrary is received from the
      Discloser;

            


    

     

    
      	
              11.5.5

            	
              take
      reasonable security measures, at least as great as the precautions it
      takes to protect its own confidential or proprietary information, to keep
      the Confidential Information
confidential;

            


    

     

    
      	
              11.5.6

            	
              immediately
      notify the Discloser upon discovery of any unauthorised use or disclosure
      of the Confidential Information and assist the Discloser in every
      reasonable way to at the option of the Discloser regain possession of the
      Confidential Information or prevent its further unauthorised
      use;

            


    

     

    
      	
              11.5.7

            	
              immediately
      at the Discloser’s request or in any event at the completion of the
      Project or relevant SOW, or termination of this Agreement, return all
      originals, copies, reproductions and summaries or extracts of the
      Confidential Information or at the Discloser’s option destroy such
      originals, copies, reproductions and summaries or extracts of the
      Confidential Information and certify destruction
  thereof;

            


    

     

    
      	
              11.5.8

            	
              that
      all Confidential Information is and shall remain the property of the
      Discloser and that disclosure thereof in terms hereof does not grant to
      the Recipient any express or implied license to use such Confidential
      Information or right under any patent, copyright, trademark, or trade
      secret information other than for the purpose of this Agreement or any
      relevant SOW;

            


    

     

    
      	
              11.5.9

            	
              not
      to directly or indirectly:

            


    

     

    
      	
              11.5.9.1

            	
              do
      or purport to do anything or assist any other person in doing anything
      which may or could impair, prejudice or interfere with the Discloser’s
      vested rights, title and interest in and pertaining to the Confidential
      Information;

            


    

     

    
      	
              11.5.9.2

            	
              represent
      that it has any right, title or interest in and pertaining to the
      Discloser’s Confidential
Information;

            


    

     

    
      	
              11.5.9.3

            	
              disclose
      to any publishing or news media (including but not limited to newspapers,
      magazines, radio or television) any Confidential Information or any
      information of any nature whatsoever with regard to the products, services
      or activities of the Discloser, which the Discloser has not already made
      known to the public at large, without the prior written consent of the
      Discloser.

            


    

     

    
      	
              11.6

            	
              Each
      Party shall procure that each of its Personnel, to whom Confidential
      Information may be disclosed or who otherwise may obtain access to
      Confidential Information, execute undertakings in substantially the same
      form as this clause 11.

            


    

     

    
      	
              11.7

            	
              The
      Parties record and agree that the undertakings referenced in clause 11.6
      shall be concluded between the Personnel and their specific
      employer.

            


    

     

     

     

    
      


      
        
          	
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              11.8

            	
              The
      confidentiality obligations set out in this Agreement shall not apply to
      any Confidential Information which:

            


    

     

    
      	
              11.8.1

            	
              a
      Recipient can demonstrate was already in the public domain prior to its
      disclosure or becomes available to the public through no breach by any of
      the Parties hereto;

            


    

     

    
      	
              11.8.2

            	
              was
      rightfully in the Recipient’s possession without obligation of confidence
      prior to receipt from the Discloser as proven by its written
      records;

            


    

     

    
      	
              11.8.3

            	
              can
      be proved to have been rightfully received by a Recipient from a third
      party without obligation of
confidence;

            


    

     

    
      	
              11.8.4

            	
              is
      independently developed by a Recipient as proven by its written
      records;

            


    

     

    
      	
              11.8.5

            	
              is
      approved for release with the prior written consent of the
      Discloser;

            


    

     

    
      	
              11.8.6

            	
              is
      required to be disclosed in order to comply with a judicial order or
      decree, provided that the Recipient has given the Discloser sufficient
      prior written notice of such request to enable the Discloser to defend or
      protect such disclosure.

            


    

     

    
      	
              12

            	
              INTELLECTUAL
      PROPERTY

            


    

     

    
      	
              12.1

            	
              Own
      Technology:

            


    

     

    
      	
              12.1.1

            	
              Each
      Party has created, acquired or otherwise obtained rights in, and may, in
      connection with the Project, and its obligations under this Agreement,
      employ, provide, modify, create, acquire or otherwise obtain rights in
      various concepts, ideas, methods, methodologies, procedures, processes,
      know-how, techniques, models, templates; generalised features of the
      structure, sequence and organisation of software, user interfaces and
      screen designs; general purpose consulting and software tools, utilities
      and routines; and logic, coherence and methods of operation systems
      (collectively known as “Own Technology”, and
      individually referred to as “Deloitte Technology” and
      “Company
      Technology”).

            


    

     

    
      	
              12.1.2

            	
              To
      the extent that either Party’s Own Technology is utilised in connection
      with the performance of Services, or in terms of this Agreement, such
      shall remain the property of that Party.  Except for cases where
      a licence is expressly granted in writing, neither Party shall acquire any
      right or interest in the other Party’s Own Technology.  Any
      improvements to a Party’s Own Technology resulting from a Project will
      remain the property of that Party.

            


    

     

    
      	
              12.1.3

            	
              Notwithstanding
      anything in this Agreement, each Party will own all right, title and
      interest, including but not limited to all rights under all copyright,
      patent and other intellectual property laws, in and to its Own
      Technology.

            


    

     

    
      	
              12.1.4

            	
              In
      the event of either Party requesting the use of any of the Own Technology
      of the other Party outside the scope of this Agreement, this would be
      subject to the Parties agreeing to a written licence agreement for such
      use.

            


    

     

    
      	
              12.1.5

            	
              Each
      Party (the “warranting
      party”) warrants that no aspect of its Own Technology rightfully
      utilised by the other Party in terms of this Agreement will infringe any
      patent, design, copyright, trade secret or other proprietary right of any
      third party ("third party
      proprietary rights"), and the warranting party shall, at its cost,
      defend the other Party against any claim that the fulfilment of its
      obligations under this Agreement infringes any such third party
      proprietary rights, provided that the other Party gives prompt notice to
      the warranting party of such claim.

            


    

     

    
       

      
 

      
        
          	
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              12.1.6

            	
              The
      Parties specifically agree that in circumstances where the Services are
      provided to Clients, the warranty provided in clause 12.1.5 shall be
      extended to Clients utilising the
Services.

            


    

     

    
      	
              12.1.7

            	
              The
      Parties specifically record that in the event that any third party
      succeeds in its claim for the infringement of any intellectual property
      rights in the Company Technology , the Company shall, within 30 (thirty)
      days of the Company Technology  having been found to
      infringe:

            


    

     

    
      	
              12.1.7.1

            	
              obtain
      for Deloitte and the Company the right to continue using the Company
      Technology associated with the provision of the Services or the parts
      thereof which constitute the
infringement;

            


    

     

    
      	
              12.1.7.2

            	
              replace
      the Company Technology or the parts thereof which constitute the
      infringement with another product which does not infringe and
      which  in  all  respects  operates  substantially
      in accordance with the technical
specifications;

            


    

     

    
      	
              12.1.7.3

            	
              alter
      the Company Technology in such a way as to render it non-infringing while
      still in all respects operating substantially in accordance with the terms
      of this Agreement and the relevant
SOWs.

            


    

     

    
      	
              12.1.8

            	
              The
      Company undertakes that the source code of the Company Technology will be
      promptly updated with each new enhancements and modifications to the
      Company Technology.

            


    

     

    
      	
              12.1.9

            	
              Within
      10 (ten) Business Days of the Effective Date, the Company shall deposit in
      escrow with Spoor and Fisher Attorneys in Centurion, South Africa or such
      other escrow agent as the Parties may agree in writing, the Company
      Technology and the source code of the Company Technology including all
      updated source code thereof capable of generating the most recent version
      of the Company Technology.  The cost of holding the source code
      in escrow as aforesaid shall be for the account of the
      Company.

            


    

     

    
      	
              12.1.10

            	
              Without
      in any way detracting from Deloitte or a Client’s rights in terms of this
      Agreement, should:

            


    

     

    
      	
              12.1.10.1

            	
              The
      Company be wound up, whether provisionally or finally, or should the
      Company enter into any compromise with its creditors or cease to
      trade;  or

            


    

     

    
      	
              12.1.10.2

            	
              The
      Company no longer be willing or able to provide the Services to the
      Clients for a consecutive period of 20 (twenty) Business Days, for any
      reason other than breach by Deloitte of this Agreement or any SOW or
      breach by the Client of any Main Client Agreement concluded with Deloitte,
      in circumstances where such breach by the Client materially effects the
      Company’s ability to deliver the
Service

            


    

     

    then
Deloitte shall be entitled to the immediate delivery, possession and use of the
Company Technology and/or source code of the Company Technology, for the
purposes of maintaining, modifying and correcting the Company
Technology.

     

    
      	
              12.2

            	
              Work Product for each
      SOW:

            


    

     

    
      	
              12.2.1

            	
              For
      the purpose of proposals, tenders and/or responses to requests and
      Subcontracting Arrangements:

            


    

     

     

     

     

    
      
        
          	
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              12.2.1.1

            	
              The
      Lead Party will own all materials produced by the Subcontracted Party (or
      the Personnel of the Subcontracted Party) in performing the Services and
      fulfilling its obligations under the relevant SOW, including without
      limitation, Deliverables, programming aids and tools, documentation,
      reports, data, designs and other proprietary and unique information
      (collectively, “Work
      Product”) provided that there shall be deemed excluded from Work
      Product, any Own Technology used in rendering the Services, which was
      owned by the Subcontracted Party prior to the Effective Date, or developed
      by the Subcontracted Party independently of this Agreement ("Excluded
      Materials").

            


    

     

    
      	
              12.2.1.2

            	
              The
      Subcontracted Party hereby assigns to the Lead Party all ownership rights,
      including, without limitation, intellectual property rights, in such Work
      Product, and the Subcontracted Party agrees to give the Lead Party such
      assistance as may be reasonably required to perfect such rights in the
      Work Product, and in the case of a Subcontracting Arrangement, to enable
      the Lead Party to in turn assign such rights to the Client, under the
      terms of the Main Client Agreement.

            


    

     

    
      	
              12.2.1.3

            	
              The
      Subcontracted Party records and undertakes that it owns all right title
      and interest in the Work Product and is entitled to assign all ownership
      rights to the Lead Party as referenced in clause 12.2.1.2. The
      Subcontracted Party further records that, should any subcontractor of the
      Subcontracted Party, or any third party under the control of the
      Subcontracted Party, prepare or assist the Subcontracted Party in
      preparing the Work Product or any portion thereof, that the Subcontracted
      Party has obtained ownership of such Work Product or any portion thereof
      and is lawfully entitled to assign such ownership to the Lead Party as
      referenced in clause 12.2.1.2

            


    

     

    
      	
              12.2.1.4

            	
              The
      Subcontracted Party records and undertakes that it has executed
      undertakings with its Personnel referencing that its Personnel has waived
      any moral rights that they may have secured in respect of the Work
      Product. The Subcontracted Party further records that, should any
      subcontractor of the Subcontracted Party, or any third party under the
      control of the Subcontracted Party, prepare or assist the Subcontracted
      Party in preparing the Work Product or any portion thereof, that such
      subcontractors or third parties have executed undertakings referencing
      that they have waived any moral rights that they may have secured in
      respect of the Work Product.

            


    

     

    
      	
              12.2.1.5

            	
              The
      Subcontracted Party warrants that the Lead Party’s, and in the case of a
      Subcontracting Arrangement the Client’s, use of the Work Product or the
      licensed Excluded Materials will not infringe upon or violate any patent,
      copyright, trade secret, contractual, or any other proprietary right of
      any third party.

            


    

     

    
      	
              12.2.1.6

            	
              The
      Subcontracted Party indemnifies the Lead Party and the Client against any
      claim that a third party may institute in respect of the Work Product or
      the licensed Excluded Materials.

            


    

     

    
      	
              12.2.1.7

            	
              The
      indemnity referred to in clause 12.2.1.6 is not subject to the limitation
      of liability in clause 15.

            


    

     

     

     

    
      


      
        
          	
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              12.2.1.8

            	
              The
      Subcontracted Party warrants that there neither exists nor will exist, any
      contractual arrangements between itself and any of its Personnel,
      consultants, or any other person which would have the effect of granting,
      creating or conveying the ownership of any intellectual property rights
      created under this Agreement to anyone other than the Lead Party, and in
      the case of a Subcontracting Arrangement, the
  Client.

            


    

     

    
      	
              12.2.1.9

            	
              For
      purposes of this Agreement, intellectual property shall include, but not
      be limited to, information related to or developed for each Party’s and/or
      the Client’s business, products, clients, financial information,
      suppliers, employees, business plans, strategies in various concepts,
      ideas, methods, methodologies, procedures, processes, know-how,
      techniques, models, templates; generalised features of the structure,
      sequence and organisation of software, user interfaces and screen designs;
      general purpose consulting and software tools, utilities and routines; and
      logic, coherence and methods of operation
  systems.

            


    

     

    
      	
              12.3

            	
              JOINTLY DEVELOPED INTELLECTUAL
      PROPERTY

            


    

     

    
      	
              12.3.1

            	
              The
      Parties record that in the event of Deloitte and the Company joint
      developing, enhancing or modifying any existing intellectual property
      (“Jointly Developed Intellectual Property”) then the Parties shall jointly
      own such intellectual property.

            


    

     

    
      	
              12.3.2

            	
              The
      Parties agree that both Deloitte and the Company will be entitled to use
      any Jointly Developed Intellectual Property subsequent to termination of
      this Agreement or any SOW.

            


    

     

    
      	
              13

            	
              OBLIGATIONS
      OF THE PARTIES

            


    

     

    
      	
              13.1

            	
              The
      Subcontracted Party shall cooperate with the Lead Party in the performance
      by the Subcontracted Party of its Services under this Agreement, or any
      SOW.

            


    

     

    
      	
              13.2

            	
              The
      Subcontracted Party shall be responsible for the performance of the
      Personnel of the Subcontracted Party, and for the accuracy of all data and
      information provided to the Lead Party (and in the case of a
      Subcontracting Arrangement, also to the Client) for purposes of the
      performance by the Subcontracted Party of its Services under this
      Agreement, or any SOW.

            


    

     

    
      	
              13.3

            	
              The
      Subcontracted Party shall ensure that any party over which it has direct
      control performs its duties and functions as may be reasonably required by
      the Lead Party to enable performance by the Subcontracted Party of its
      obligations under this Agreement, and in the case of a Subcontracting
      Arrangement, to enable the Lead Party to comply with its obligation to
      provide the Services to the Client.

            


    

     

    
      	
              13.4

            	
              The
      Parties shall advise each other verbally and in writing as soon as they
      become aware of anything, which may hamper or delay either Party complying
      with its obligations in terms of this
Agreement.

            


    

     

    
      	
              13.5

            	
              The
      Parties shall promptly remedy any defect or deficiency in the performance
      of their obligations in terms of this
Agreement.

            


    

     

    
      	
              13.6

            	
              The
      Parties shall provide all decisions and inputs requested by each other
      within a reasonable time of the other Party requesting such decision or
      input.

            


    

     

     

     

    
    

    
      


      
        
          	
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              14

            	
              EQUIPMENT
      OF THE PARTIES

            


    

     

    
      	
              14.1

            	
              The
      Parties agree to ensure that each of their Personnel involved in
      performing the Services have the necessary computer hardware (laptop
      computers) and the necessary computer software, legally acquired and
      licensed, including appropriate virus protection software kept updated on
      a daily basis.

            


    

     

    
      	
              14.2

            	
              The
      Parties will ensure that throughout the term of this Agreement, they shall
      have and maintain in full force and effect, insurance policies to cover
      all risks of physical loss or damage which may occur to any of their
      materials, hardware or equipment.  Such cover shall have a limit
      of liability of not less than the current replacement value of such
      materials, hardware or equipment, and shall include all labour charges,
      transportation charges, professional fees and other
    expenses.

            


    

     

    
      	
              15

            	
              LIMITATION
      OF LIABILITY

            


    

     

    
      	
              15.1

            	
              For
      the purposes of proposals, tenders and/or responses to requests from
      potential clients:

            


    

     

    
      	
              15.1.1

            	
              The
      maximum liability in connection with proposals, tenders and/or responses
      to requests from potential clients, due to any act or omission by the
      Personnel of either party, whether negligent or not, and whether arising
      under contract, delict, statute or otherwise, shall be limited to the
      amount of one million rand (R1 000 000) (the "SOW Maximum
      Liability").

            


    

     

    
      	
              15.2

            	
              For
      the purpose of Subcontracting
Arrangements:

            


    

     

    
      	
              15.2.1

            	
              It
      is hereby agreed that the Subcontracted Party shall be liable for any loss
      or damage or claim arising, for whatsoever reason, out of the performance
      of its specific Services in terms of a Subcontracting SOW.  The
      Subcontracted Party hereby indemnifies and holds the Lead Party free and
      harmless from any and all loss, expenses, costs, damages and claims
      arising out of or in connection with the Services allocated to the
      Subcontracted Party.

            


    

     

    
      	
              15.2.2

            	
              In
      addition to the provisions of clause 15.2.1, and in the absence of any
      provision to the contrary, the Subcontracted Party shall be solely
      responsible for, and hereby indemnifies and holds the Lead Party free and
      harmless from, any and all loss, expenses, costs, damages, demands and
      claims arising out of or in connection with any illness, injuries,
      including death to any and all persons (including their own employees,
      agents, representatives, contractors, consultants or those of its
      subcontractors), and/or damage to the property of any or all such persons,
      in any way sustained or alleged to have been sustained in connection with
      or by reason of the performance or execution of the Subcontracting SOW, by
      the Subcontracted Party.

            


    

     

    
      	
              15.2.3

            	
              Notwithstanding
      the rights which the Lead Party has in terms of the Subcontracting SOW in
      respect of a breach by the Subcontracted Party of its obligations in terms
      of the Subcontracting SOW, the Lead Party shall be responsible to fulfil
      the obligations of the Subcontracted Party to the Client.  To
      the extent that the Lead Party or any third party appointed by the Lead
      Party, performs and fulfils the obligations of the Subcontracted Party, so
      the Lead Party shall have a claim against the Subcontracted Party for
      reasonable expenses incurred in respect of the obligations performed on
      behalf of the Subcontracted Party.

            


    

     

     

     

    
      


      
        
          	
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              15.2.4

            	
              Unless
      stated otherwise in this Agreement, or in a Subcontracting SOW, each
      Party’s liability for all claims arising out of the Services and/or
      Personnel provided in connection with a Subcontracting SOW, is limited to
      tof of the
      Subcontracting SOW (the “SOW Maximum
      Liability”).

            


    

     

    
      	
              15.3

            	
              For
      the avoidance of doubt, each SOW shall have its own maximum liability and
      the Parties record that this will not be cumulative across
      SOWs.

            


    

     

    
      	
              15.4

            	
              The
      SOW Maximum Liability is the aggregated liability for all claims from
      whatever source and however arising, whether in contract, delict or
      otherwise.

            


    

     

    
      	
              15.5

            	
              Neither
      Party will be liable to the other Party, or to any cessionary or third
      party claiming through or on behalf of a Party, for any punitive,
      indirect, special or consequential damages whatsoever, arising out of or
      related to this Agreement, or for any other loss or damages beyond the SOW
      Maximum Liability specified.

            


    

     

    
      	
              15.6

            	
              It
      is recorded that a Party will only accept any form of liability, limited
      as specified, if the subject of a final judgement in a court of law or by
      way of arbitration.

            


    

     

    
      	
              15.7

            	
              Any
      claims, however rising, must commenced formally by service or court
      summons or process initiating arbitration proceedings within two years
      after the Party bringing the claim becomes aware (or ought to reasonably
      have become aware) of the facts which give rise to the claim and, in any
      event regardless of the knowledge of the claimant, by no later than three
      years after the date of the alleged breach of contract, delict or other
      act or omission giving rise to a cause of action. This expressly overrides
      any statutory provision which otherwise
apply.

            


    

     

    
      	
              15.8

            	
              Without
      derogating from the generality of clauses 15.1.1 and 15.2.1, the Parties
      indemnify each other against any loss, damages, costs or expenses directly
      or indirectly incurred by a Party as a result of information supplied by,
      or misrepresentations, fraudulent acts or wilful default on the part of a
      Party or its Personnel.

            


    

     

    
      	
              15.9

            	
              If
      any loss or damage arising out of or in connection with this Agreement is
      caused partly by the fault of one Party, and partly by the fault of the
      other Party, the damages recoverable shall be apportioned to such an
      extent as may be just and equitable, having regard to the degree in which
      each party was at fault in relation to the damage as if the provisions of
      the Apportionment of Damages Act of 1956, as amended from time to time,
      were applicable to a claim for breach of this
  Agreement.

            


    

     

    
      	
              15.10

            	
              No
      rights contemplated in this clause 15 shall in any way limit either
      Party’s rights to any other legal remedy it may have in law against the
      other Party.

            


    

     

    
      	
              15.11

            	
              Penalties

            


    

     

     

     

    
      


      
        
          	
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              15.11.1

            	
              In
      circumstances where Deloitte incurs a penalty from the
      Client  due to the Company not providing the Services as
      described in this Agreement or the relevant SOW or to the satisfaction of
      Deloitte or the Client, in such circumstances the Company shall be
      responsible for such penalty. Deloitte shall be entitled to set off such
      penalty amount against any amounts payable to the Company. In the event of
      the penalty amount  exceeding the amount payable to the Company
      then the Company shall be liable for the additional amounts which shall be
      payable as stipulated by Deloitte.

            


    

     

    
      	
              15.11.2

            	
              The
      provisions of clauses 15.2.4 and 15.3 shall not apply to clause
      15.11.1.

            


    

     

    
      	
              16

            	
              FORCE
      MAJEURE

            


    

     

    
      	
              16.1

            	
              No
      Party shall have any responsibility for late delivery or for failure to
      deliver due to any cause reasonably beyond their control, particularly in
      the case of Force Majeure.

            


    

     

    
      	
              16.2

            	
              “Force Majeure” means any
      and all acts or events which are neither controllable or predictable and
      therefore independent of the will of any Party or of its Personnel,
      including but not limited to war, declared or not, riot, revolution,
      strikes or other industrial actions, machinery damage or breakdown,
      earthquake, tidal wave, essential supply difficulties and irremediable
      non-performance by a third party.

            


    

     

    
      	
              16.3

            	
              In
      the case of any Force Majeure, the affected Party shall immediately notify
      the other Party of the existence of such Force Majeure, and no such
      affected Party shall be obliged to perform its obligations in terms of
      this Agreement, to the extent that it is prevented from doing so during
      the duration of such Force Majeure.

            


    

     

    
      	
              16.4

            	
              In
      the event of the Force Majeure condition continuing for a period in excess
      of 1 (one) week as calculated from the date of the notice referred to in
      clause 16.3, then the other Party shall have the right to terminate this
      Agreement.

            


    

     

    
      	
              16.5

            	
              Nothing
      contained in this clause 16 shall excuse the affected Party from
      performing any obligation incumbent in terms of this Agreement, which the
      Lead Party is not excused from performing in the Main Client Agreement in
      terms of the Force Majeure as specified in this
  Agreement.

            


    

     

    
      	
              17

            	
              DELOITTE
      AUDITOR INDEPENDENCE AND CONFLICT OF INTEREST
  POLICIES

            


    

     

    
      	
              17.1

            	
              Deloitte
      is committed to fully complying with the Code of Professional Conduct of
      SAICA (South African Institute of Chartered Accountants), the Code of
      Ethics of IFAC (International Federation of Accountants), and the legal
      requirements of stock exchanges around the world, which require a
      multidisciplinary firm like Deloitte to maintain, and to be seen to
      maintain, its independence as auditors when providing non-audit services
      to, and forming business relationships with, audit clients, the
      subsidiaries of audit clients, and the holding companies of audit
      clients.

            


    

     

    
      	
              17.2

            	
              In
      the context of the codes referenced in clause 17.1, Deloitte is precluded
      from providing certain consulting services to, or forming business
      relationships with, companies that are subsidiaries of, or affiliates of,
      any company that is listed (or intends listing) on the New York Stock
      Exchange, the London Stock Exchange, or any other major national stock
      exchange, or which has a subsidiary or affiliate that is listed in the
      United States or the United Kingdom or elsewhere, for which any member
      firm of Deloitte & Touche are the appointed external
      auditors.

            


    

     

     

     

    
    

    
      


      
        
          	
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              17.3

            	
              Deloitte
      is also restricted from providing certain consulting services to, or
      forming business relationships with, other audit clients of any member
      firm of Deloitte & Touche, or their subsidiaries or affiliates, which
      do not fall into the categories listed in clause 17.2, including listed
      and unlisted audit clients.  Such restrictions also apply to the
      subsidiaries of audit clients, and the holding companies of audit
      clients.

            


    

     

    
      	
              17.4

            	
              The
      Company agrees to immediately notify Deloitte, should the circumstances
      referenced in clauses 17.2 and 17.3 become applicable, or as soon as the
      Company becomes aware of any other circumstances which may result in a
      breach of Deloitte’s auditor independence and conflict of interest
      policies.

            


    

     

    
      	
              17.5

            	
              Deloitte
      and the Company agree to take all reasonable actions to resolve any
      constraints resulting from this clause 17 without delay.  Should
      it not be possible to resolve any such constraints, Deloitte reserves the
      right to terminate the Agreement in terms of clause 20.1.1 of this
      Agreement.

            


    

     

    
      	
              18

            	
              ASSIGNMENT

            


    

     

    
      	
              18.1

            	
              Deloitte
      may assign or subcontract its rights and obligations hereunder in whole or
      in part to any D & T Party without the consent of the
      Company.

            


    

     

    
      	
              19

            	
              BREACH

            


    

     

    
      	
              19.1

            	
              Should
      either Party be materially in default of any obligations which arise in
      terms of this Agreement, or any SOW, or commit a material breach of any of
      the provisions of the Agreement, or of any SOW, including without
      limitation a breach of any warranty given in terms of this Agreement, or
      any SOW, or any representation being incorrect  (“Defaulting Party”), and
      fail to remedy such breach within 14 (fourteen) calendar days of written
      demand from the other Party (the “Aggrieved Party”) or
      such longer period as may be reasonable in the circumstances, then the
      Aggrieved Party may, in addition to any other rights and remedies that it
      may have:

            


    

     

    
      	
              19.1.1

            	
              without
      notice to the Defaulting Party, claim specific performance from the
      Defaulting Party of all the Defaulting Party’s obligations, whether or not
      the due date for performance has arrived;
and/or

            


    

     

    
      	
              19.1.2

            	
              without
      notice to the Defaulting Party, to bring an application in any Court of
      competent jurisdiction, whether on an urgent basis or not, for the
      granting of an interdict against the Defaulting Party to prevent any
      further breach of the terms of the Agreement, and/or of any SOW;
      and/or

            


    

     

    
      	
              19.1.3

            	
              terminate
      the Agreement, or any part of or all of the SOW or the Services to which
      such breach relates, such termination to be effective immediately upon
      receipt by the Defaulting Party of written notice to that effect;
      and/or

            


    

     

    
      	
              19.1.4

            	
              subject
      to clause 15, claim damages from the Defaulting
  Party.

            


    

     

     

     

    
      


      
        
          	
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              19.2

            	
              Notwithstanding
      anything to the contrary contained in this Agreement, or in any SOW, a
      Party shall be deemed to be materially in default if that
      Party:

            


    

     

    
      	
              19.2.1

            	
              is
      placed in provisional or final liquidation, whether compulsory or
      voluntarily; and/or

            


    

     

    
      	
              19.2.2

            	
              is
      placed under judicial management, whether subject to a provisional or
      final order; and/or

            


    

     

    
      	
              19.2.3

            	
              allows
      any judgement granted against it to remain unsatisfied for a period of 10
      (ten) calendar days after such judgement comes to the attention of any
      Party; and/or

            


    

     

    
      	
              19.2.4

            	
              on
      or after the Effective Date commits any act or omission which would render
      it liable to be
liquidated;  and/or

            


    

     

    
      	
              19.2.5

            	
              on
      or after the Effective Date admits in writing that it is unable to pay its
      debts timeously or at all; and/or

            


    

     

    
      	
              19.2.6

            	
              becomes
      or is declared insolvent, or is the subject of any proceedings related to
      its liquidation, insolvency or the appointment of a receiver or similar
      officer for it; and/or

            


    

     

    
      	
              19.2.7

            	
              makes
      an assignment for the benefit of all or substantially all of its
      creditors; and/or

            


    

     

    
      	
              19.2.8

            	
              enters
      into an agreement for the composition, extension, or readjustment of
      substantially all of its obligations;
and/or

            


    

     

    
      	
              19.2.9

            	
              acts
      in a manner which materially damages the reputation of the other Party;
      and/or

            


    

     

    
      	
              19.2.10

            	
              is
      found guilty (in relation to this Agreement or the Project or any SOW) of
      bribery or similar conduct.

            


    

     

    
      	
              20

            	
              TERMINATION

            


    

     

    
      	
              20.1

            	
              Deloitte Termination due to
      auditor independence and conflict of interest
      constraints:

            


    

     

    
      	
              20.1.1

            	
              Deloitte
      may immediately terminate this Agreement, and/or any part of an SOW, if
      the circumstances in clause 17.5 of this Agreement should
      occur.

            


    

     

    
      	
              20.1.2

            	
              In
      the event of Deloitte terminating the performance of the Services, as
      contemplated in clause 20.1.1, the Company shall have no claim against
      Deloitte whatsoever, save for being remunerated for those Services
      completed by the Company in accordance with the terms of this
      Agreement.

            


    

     

    
      	
              20.2

            	
              Termination due to regulatory
      changes:

            


    

     

    
      	
              20.2.1

            	
              Either
      Party may terminate this Agreement, and/or any part of an SOW, if
      regulatory changes occur which would render it impossible for this
      Agreement to continue to exist, or for the relevant SOWs to continue to
      exist without transgressing the changed
  regulations.

            


    

     

    
      	
              20.3

            	
              Termination of Agreement for
      convenience:

            


    

     

     

     

    
      


      
        
          	
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              20.3.1

            	
              Either
      Party may terminate this Agreement, upon 30 (thirty) calendar days written
      notice, provided that there are no current SOWs. Where current SOWs exist,
      then the Company shall continue to pay Deloitte a fee for two years
      subsequent to the termination. The Company shall pay Deloitte a fee of 20%
      of the value of Services provided to the Client for a period of 12
      (twelve) months after the termination of the Agreement and a fee of 10% of
      the value of Services provided to the Client from month 13 (thirteen) to
      24 (twenty four) after the termination of the Agreement, or a once off
      terminal value equivalent to this amount, such amount
      being  payable only pursuant to the written agreement of the
      Parties . In circumstances where the Company continues to make payment to
      Deloitte subsequent to the termination of the Agreement as described in
      this clause, the payment provisions as described in the Agreement shall
      apply.

            


    

     

    
      	
              20.3.2

            	
              In
      circumstances where Deloitte elects to terminate the Agreement, the
      Parties shall in good faith discuss the transfer of the existing
      Subcontracting SOWs into the name of the Company.  It is
      acknowledged that any transfer as described in this clause 20.3.2 shall be
      subject to the consent of the Clients and the existing legal
      environment.

            


    

     

    
      	
              20.4

            	
              For
      the purpose of proposals or requests by potential
  clients:

            


    

     

    
      	
              20.4.1

            	
              Automatic
      Termination:

            


    

     

    
      	
              20.4.1.1

            	
              The
      proposals or requests by potential clients shall terminate upon the
      happening of the earliest of:

            


    

     

    
      	
              20.4.1.1.1

            	
              Cancellation
      of the request by the Client;

            


    

     

    
      	
              20.4.1.1.2

            	
              Failure
      of the Client to award the contract to  Deloitte upon the
      expiration of 6 (six) months after the date of submission of the
      Proposal;

            


    

     

    
      	
              20.4.1.1.3

            	
              Execution
      of the Subcontracting SOW between the Parties;
  or

            


    

     

    
      	
              20.4.1.1.4

            	
              Agreement
      of the Parties hereto in writing to cancel the proposals or requests by
      potential clients.

            


    

     

    
      	
              20.5

            	
              For
      the purpose of Subcontracting
Arrangements:

            


    

     

    
      	
              20.5.1

            	
              Subcontracted Party Termination
      or withdrawal a from a Subcontracting SOW for
      Convenience:

            


    

     

    
      	
              20.5.1.1

            	
              The
      Subcontracted Party shall not be entitled to withdraw from a
      Subcontracting SOW.  Notwithstanding the aforesaid, should the
      Subcontracted Party withdraw, the Lead Party shall, without prejudice to
      any of its other rights, be entitled to fulfil the Services allotted to
      the Subcontracted Party, or to appoint a third party to complete said
      Services.

            


    

     

    
      	
              20.5.1.2

            	
              Withdrawal
      by the Subcontracted Party from a Subcontracting SOW shall not discharge
      it from performing any obligation already due or from making any payment
      of any sums already due or becoming due by reason of its
      withdrawal.

            


    

     

    
      	
              20.5.2

            	
              In
      the event of the Subcontracted Party withdrawing from a Subcontracting SOW
      in contravention of the terms of clause 20.5.1.1, the Lead Party shall
      have all the rights available to them in law to claim any costs, damages
      or liabilities of any nature whatsoever or howsoever arising occasioned by
      the withdrawal of the Subcontracted
Party.

            


    

     

     

     

    
      


      
        
          	
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              20.5.3

            	
              Lead Party Termination of a
      Subcontracting SOW for
Convenience:

            


    

     

    
      	
              20.5.3.1

            	
              The
      Lead Party may terminate a Subcontracting SOW or any part of its Services
      by giving the Subcontracted Party 1 (one) month’s written notice of such
      termination, in which case the Subcontracted Party shall proceed with the
      performance of such part of the Services that are not terminated (if
      any).

            


    

     

    
      	
              20.5.4

            	
              Lead Party Termination of a
      Subcontracting SOW for Breach or Default by the Subcontracted
      Party:

            


    

     

    
      	
              20.5.4.1

            	
              In
      the event of the Lead Party terminating a Subcontracting SOW for the
      Subcontracted Party breaching the Subcontracting SOW, as per clause
      19.1.3, the Subcontracted Party:

            


    

     

    
      	
              20.5.4.1.1

            	
              shall
      have no further rights to payment of any amounts after the date of the
      breach of the Subcontracting SOW;

            


    

     

    
      	
              20.5.4.1.2

            	
              shall
      deliver to the Lead Party all documentation, information (whether
      electronic or otherwise) pertaining to the Project and/or the
      Subcontracting SOW;

            


    

     

    
      	
              20.5.4.1.3

            	
              shall
      no longer represent to any person that it is a Party to the Subcontracting
      SOW; and

            


    

     

    
      	
              20.5.4.1.4

            	
              shall
      make payment of any amounts due by it in terms of the Subcontracting SOW
      within 30 (thirty) calendar days of cancellation of the Subcontracting
      SOW.

            


    

     

    
      	
              20.5.5

            	
              Termination of a Subcontracting
      SOW due to Client termination of the Main Client
      Agreement:

            


    

     

    
      	
              20.5.5.1

            	
              The
      Subcontracting SOW will terminate on the date the Main Client Agreement
      terminates, if the Client terminates the Main Client Agreement for any
      reason whatsoever.  Any such termination shall be subject to
      accrued rights and obligations.

            


    

     

    
      	
              20.5.6

            	
              Termination of a Subcontracting
      SOW due to the Client requiring removal of the Subcontracted Party from
      the Project:

            


    

     

    
      	
              20.5.6.1

            	
              The
      Subcontracting SOW will terminate immediately if the Client requires the
      removal of the Subcontracted Party from the Project. Any such termination
      shall be subject to accrued rights and
  obligations.

            


    

     

    
      	
              20.5.7

            	
              In
      the event of the Lead Party terminating the performance of the Services,
      as contemplated in clauses 20.5.3.1, 20.5.4, 20.5.4.1.3 and 19.2, the
      Subcontracted Party shall have no claim against the Lead Party whatsoever,
      save for being remunerated for those Services completed by the
      Subcontracted Party in accordance with the terms of the Subcontracting
      SOW.

            


    

     

    
      	
              20.6

            	
              If
      either Party wishes to terminate this Agreement, or any SOW, for reasons
      other than those described above, such termination, and the terms thereof,
      will be subject to agreement between the Parties, to be recorded in
      writing

            


    

     

    
      	
              21

            	
              DISPUTE
      RESOLUTION

            


    

     

    
      	
              21.1

            	
              The
      Parties agree to use reasonable efforts to resolve by negotiation any
      dispute or difference that arises between them under or in connection with
      this Agreement.  Neither Party will resort to legal or
      arbitration proceedings, or terminate this Agreement, until the following
      process has been exhausted, except if it is necessary to seek urgent
      interim relief.

            


    

     

     

     

    
      


      
        
          	
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                Standard
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              21.2

            	
              If
      any dispute, disagreement, difference or claim under or in connection with
      this Agreement and/or in respect of the existence, validity and/or
      termination thereof, and whether in contract, delict or otherwise, arises
      between the Parties, including a breach or an alleged breach under this
      Agreement, (called hereafter the “Dispute”), which the
      Parties have been unable to resolve at an operational level, or which is
      sufficiently serious that it cannot be resolved at the operational level,
      either Party will in writing notify the other of the Dispute, providing
      the details of the Dispute.  Management representatives of each
      of the Parties will then endeavour in good faith to agree upon a
      resolution through negotiation.

            


    

     

    
      	
              21.3

            	
              The
      Dispute shall first be referred to the respective directors of each Party,
      who will use their best endeavours to resolve the Dispute within 7 (seven)
      calendar days of the Dispute having been referred to them, or such other
      time frame agreed between the
Parties.

            


    

     

    
      	
              21.4

            	
              Should
      the respective directors of the Parties be unable to resolve the Dispute
      in accordance with the foregoing, the Dispute shall be escalated to the
      respective managing directors (or equivalent officers) of the Parties, who
      will use their best endeavours to resolve the Dispute within 21 (twenty
      one) calendar days of the Dispute having been referred to them, or such
      other time frame agreed between the
Parties.

            


    

     

    
      	
              21.5

            	
              Should
      the respective managing directors of the Parties be unable to resolve the
      Dispute in accordance with the foregoing, the Dispute, if arbitrable in
      law, shall be finally resolved in accordance with the Rules of the
      Arbitration Foundation of Southern Africa or its successor in title
      (“AFSA”) by an
      arbitrator or arbitrators appointed by
AFSA.

            


    

     

    
      	
              21.6

            	
              The
      place of arbitration shall be Johannesburg and English shall be the
      language of arbitration, being the language of the Agreement and the
      correspondence between the Parties.  The arbitral award shall be
      issued in English.  The Parties agree that arbitration
      proceedings are to be held in camera and shall be
      confidential.

            


    

     

    
      	
              21.7

            	
              The
      decision or award resulting from the arbitration shall be subject to
      review or appeal by either Party, as per the AFSA rules.  The
      Parties record that subsequent to such review or appeal proceedings, the
      final decision or award may be made an order of any court of competent
      jurisdiction at the instance of any party to the Dispute.  With
      effect from the date of the arbitral award or, in case of the settlement
      of any Dispute, with effect from the date of any such settlement, no Party
      shall have any further right and/or claim (including, without limitation,
      any right pursuant to a subrogation) against any other Party in connection
      with or relating to the Dispute in
question.

            


    

     

    
      	
              22

            	
              WARRANTIES
      OF THE PARTIES

            


    

     

    
      	
              22.1

            	
              The
      Parties warrant that they shall, at all
times:

            


    

     

    
      	
              22.1.1

            	
              Possess
      and have the knowledge, skills and expertise, necessary to enable it to
      provide the Services in terms of this Agreement and/or all SOWs;
      and

            


    

     

     

     

    
      


      
        
          	
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              22.1.2

            	
              Use
      and adopt professional techniques and standards and provide the Services
      with due care, skill and diligence.

            


    

     

    
      	
              22.2

            	
              For
      the purpose of proposals or requests by potential clients and
      Subcontracting Arrangements:

            


    

     

    
      	
              22.2.1

            	
              The
      Subcontracted Party  warrants that each of its Personnel that
      performs a part of the Services has and will have at all times while
      performing the Services:

            


    

     

    
      	
              22.2.1.1

            	
              the
      requisite knowledge, skill, and professional ability to render the
      Services (or part thereof) in a workmanlike manner and in accordance with
      the appropriate standards and
expertise;

            


    

     

    
      	
              22.2.1.2

            	
              the
      status as a full-time employee of the Subcontracted Party unless the Lead
      Party should agree otherwise in
writing;

            


    

     

    
      	
              22.2.1.3

            	
              unless
      agreed otherwise in writing by the Lead Party, valid and legal work status
      under the regulations of the Department of Home Affairs of the Government
      of the Republic of South Africa;
and

            


    

     

    
      	
              22.2.1.4

            	
              no
      restriction by contract or otherwise in any way from performing the
      Services (or part thereof).

            


    

     

    
      	
              22.3

            	
              Except
      as expressly provided in this Agreement, or in terms of an SOW, Deloitte
      disclaims all warranties, either express or
  implied.

            


    

     

    
      	
              23

            	
              ENTIRE
      CONTRACT AND DURATION

            


    

     

    
      	
              23.1

            	
              Unless
      agreed otherwise in writing, the Agreement, together with all SOWs,
      constitutes the entire agreement between Deloitte and the Company as to
      their respective subject matters, and supersedes all other oral and
      written representations, understandings or agreements between them as to
      their respective subject matters.

            


    

     

    
      	
              23.2

            	
              The
      agreements and undertakings in this Agreement are given by each of the
      Parties on behalf of themselves and in respect of each of their Personnel
      and in favour of each other and each of the Personnel of the
      Parties.

            


    

     

    
      	
              23.3

            	
              Each
      Party shall ensure that its Personnel comply with the terms of this
      Agreement and shall be responsible for any breach of the terms of this
      Agreement by its Personnel.

            


    

     

    
      	
              23.4

            	
              Should
      either Party wish to make any change to the body of this Agreement,
      including the annexures, such change shall only take effect once reduced
      to writing and signed by both
Parties.

            


    

     

    
      	
              23.5

            	
              Notwithstanding
      its signature date, each SOW shall be regarded as commencing on its SOW
      Effective Date, as described in the SOW, and shall, unless terminated
      earlier in terms of this Agreement, automatically terminate upon the SOW
      Termination Date, as described in the SOW, unless a further agreement,
      replacing and superseding this Agreement, is concluded in writing between
      the Parties.

            


    

     

    
      	
              23.6

            	
              All
      obligations created in this Agreement, and in terms of an SOW, shall
      survive change or termination of the business relationship between the
      Parties.

            


    

     

     

     

    
      


      
        
          	
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              23.7

            	
              On
      termination of the Agreement, as contemplated in the Agreement, clauses 4,
      5, 7.8, 7.11, 10, 11, 12, 15, 19, 21, 23.7, 26, 27 and 29 are severable
      from the rest of the provisions of the Agreement and shall survive its
      termination and continue to be of full force, and remain binding on the
      Parties.

            


    

     

    
      	
              24

            	
              SEPARATE
      UNDERTAKINGS

            


    

     

    
      	
              24.1

            	
              Each
      undertaking in this Agreement, and in an SOW, shall be deemed to be and
      shall be construed as an undertaking separate and several from every other
      undertaking given in terms of this Agreement, and the
  SOW.

            


    

     

    
      	
              24.2

            	
              No
      undertaking shall be limited or restricted by reference to or inference
      from any other separate acknowledgement and
  undertaking.

            


    

     

    
      	
              24.3

            	
              If
      any provision or undertaking in this Agreement or in an SOW is or becomes
      illegal, invalid or unenforceable, such provision shall be divisible and
      be regarded as pro non
      scripto, the remainder of this Agreement, and the
      SOWs,  to be regarded as valid and
  binding.

            


    

     

    
      	
              25

            	
              STATEMENTS
      OF WORK

            


    

     

    
      	
              25.1

            	
              Each
      Subcontracting Arrangement under the terms of this Agreement, shall be
      detailed in an SOW signed by both
Parties.

            


    

     

    
      	
              25.2

            	
              Should
      either Party wish to make any change to the body of an SOW, including its
      schedules and/or annexures, such change shall only take effect once
      reduced to writing and signed by both
Parties.

            


    

     

    
      	
              25.3

            	
              All
      provisions of this Agreement which are not expressly changed in an SOW or
      which do not conflict with any provision of an SOW, shall continue to bind
      the Parties in respect of the SOW
Services.

            


    

     

    
      	
              25.4

            	
              Unless
      stated otherwise in an SOW, each SOW, as read together with this
      Agreement, shall form the sole basis of the agreement between the Parties
      as to its subject matter.  Where there is a conflict between the
      terms of this Agreement and the terms of an SOW, the SOW will take
      preference.

            


    

     

    
      	
              25.5

            	
              Unless
      agreed otherwise between the Parties, any amendments to this Agreement, in
      terms of clause 23.4, shall apply to existing SOWs at the time of such
      amendments.

            


    

     

    
      	
              26

            	
              GOVERNING
      LAW

            


    

     

    
      	
              26.1

            	
              The
      Agreement is governed by South African law, without giving effect to any
      conflict of laws.

            


    

     

    
      	
              27

            	
              GENERAL

            


    

     

    
      	
              27.1

            	
              Nothing
      in this Agreement shall be construed as precluding or limiting in any way
      the right of either Party to provide consulting or other service of any
      kind or nature whatsoever to any person or entity as it, in its sole
      discretion, deems appropriate.

            


    

     

    
      	
              27.2

            	
              Notwithstanding
      the provisions of clause 11, unless a Party expressly and in writing
      forbids such disclosure, the other Party shall have the right to use the
      name of the first Party and a broad description of this Agreement and/or
      any SOW, as a reference in proposals or similar submissions which it make
      to its prospective clients.

            


    

     

     

     

    
      


      
        
          	
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              27.3

            	
              Either
      Party desiring to issue a news release, advertisement or other form of
      publicity concerning efforts in connection with this Agreement, and/or any
      SOW, shall obtain the written consent of the other Party prior to the
      release of such publicity.

            


    

     

    
      	
              27.4

            	
              The
      relationship between the Parties shall be one of the utmost good faith and
      each Party undertakes to observe the utmost good faith towards the
      other.

            


    

     

    
      	
              27.5

            	
              No
      latitude, extension or other indulgence which may be given or allowed by
      any Party (“Grantor”) to any other
      Party in respect of any obligation hereunder shall under any circumstances
      operate as a waiver or novation of, or otherwise affect, any of the
      Grantor’s rights in terms hereof or arising herefrom, or preclude the
      Grantor from enforcing at any time and without notice, strict and punctual
      compliance with each and every provision or term
  hereof.

            


    

     

    
      	
              27.6

            	
              Nothing
      in this Agreement, or any SOW (unless stated otherwise in the SOW), shall
      be construed as creating an exclusive relationship between Deloitte and
      the Company, and the Parties may sign agreements of a similar or identical
      nature to this Agreement with other companies from time to
      time.

            


    

     

    
      	
              27.7

            	
              This
      Agreement may be executed in any number of counterparts, each of which
      together constitutes a single agreement between the Parties thereto, but
      shall not be effective until each Party has executed at least one
      counterpart.  Each such counterpart shall be deemed to be an
      original thereof, but all the counterparts shall together constitute the
      same instrument.

            


    

     

    
      	
              27.8

            	
              The
      Parties agree that the rule of construction that the Agreement shall be
      interpreted against the Party responsible for the drafting of the
      Agreement, and/or any SOW, shall not
apply.

            


    

     

    
      	
              27.9

            	
              The
      Parties shall each pay their own costs of negotiating, drafting, preparing
      and implementing this Agreement.

            


    

     

    
      	
              28

            	
              REPRESENTATION

            


    

     

    
      	
              28.1

            	
              Deloitte
      represents and warrants that it has the required power and necessary
      authority to enter into this Agreement and to consummate the transaction
      contemplated herein.  The Deloitte Representative, as defined in
      Annexure A, warrants that he/she has the necessary authority to represent
      Deloitte and to sign this Agreement on behalf of
  Deloitte.

            


    

     

    
      	
              28.2

            	
              The
      Company represents and warrants that it has the required power and
      necessary authority to enter into this Agreement and to consummate the
      transaction contemplated herein. The Company Representative, as defined in
      Annexure A, warrants that he/she has the necessary authority to represent
      the Company and to sign this Agreement on behalf of the
      Company.

            


    

     

    
      	
              29

            	
              DOMICILIUM
      CITANDI ET EXECUTANDI

            


    

     

    
      	
              29.1

            	
              The
      Parties select as their respective domicilia citandi et
      executandi, and for the purposes of giving or sending any notice
      provided for or required in terms of this Agreement, the addresses as
      described in Annexure A, or such other address or telefax number as may be
      substituted by notice given as herein
required.

            


    

     

     

     

    
      


      
        
          	
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              29.2

            	
              Any
      notice addressed to a Party at its physical or postal address shall be
      sent by prepaid registered post, or delivered by hand, or sent by
      telefax.

            


    

     

    
      	
              29.3

            	
              Any
      notice shall be deemed to have been
given:

            


    

     

    
      	
              29.3.1

            	
              if
      posted by prepaid registered post, 7 (seven) calendar days after the date
      of posting thereof,

            


    

     

    
      	
              29.3.2

            	
              if
      hand delivered, on the day of
delivery,

            


    

     

    
      	
              29.3.3

            	
              if
      sent by telefax, on the date and time of sending of such telefax, as
      evidenced by a fax confirmation
printout.

            


    

     

    
      	
              29.3.4

            	
              Deloitte
      and the Company may communicate with each other by electronic means;
      provided that electronic communication will not be acceptable for formal
      notices required to be given under this Agreement.  Such
      communication is acceptable as a signed written notice to the extent
      permissible under any applicable
law.

            


    

     

    
      	
              29.4

            	
              Either
      Party may by written notice to the other Party change its domicilium citandi et
      executandi, provided that the change shall become effective on the
      14th (fourteenth) calendar day after receipt of the notice by the
      addressee.

            


    

     

     

     

    
      


      
        
          	
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    SIGNATURES

     

     

     

    THUS DONE
AND SIGNED at Woodhead by Deloitte on this the
20th day of October, 2009.

     

     

    
      	ANARE ́ PISARE
      HUEO  	 
      	Director 
      	 
      	/s/
      Anare ́
      Pisare Hueo  
	
              (Print
      Name in block letters)

              For
      and on behalf of Deloitte
      and duly authorised thereto.

            	 
      	
              Designation

            	 
      	
              Signature

            


    

     

     

    AS
WITNESSES:

     

     

    1.           ____________________________________________

     

     

    2.           ____________________________________________

     

     

     

    
      THUS DONE
AND SIGNED at Woodhead by the Company on this
the 20th day of October, 2009.

       

    

     

    
      	JONATHAN
      MARK FOX	 
      	Director	 
      	/s/
      Jonathan Mark Fox
	
              (Print
      Name in block letters)

              For
      and on behalf of the
      Company and duly authorised thereto.

            	 
      	
              Designation

            	 
      	
              Signature

            


    

     

     

    AS
WITNESSES:

     

     

    1.           ____________________________________________

    
       

       

      2.           ____________________________________________

    

     

     

    


    
      


      
        
          	
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