CONSULTING SERVICES AGEEMENT

TERMS AND CONDITIONS

1. INTERPRETATION & DEFINITIONS

1.1. The clause headings in this Agreement are inserted for the purpose of

convenience and reference only and shall not be used in the interpretation of,

nor modify, nor amplify the terms of this Agreement nor any clause herein.

1.2. Unless otherwise expressly stated, or the context otherwise requires, the

words and expressions listed below shall, when used in this Agreement, bear

the meanings ascribed to them hereunder:

1.2.1. "the/this Agreement" shall mean the consulting services

agreement set out in this document and any annexures and

appendices hereto;

1.2.2. "the Client" shall mean to the person or legal entity referred to in

the attachment to this Agreement;

1.2.3. "Client's Trade Secrets" shall mean the confidential and other

information of the Client including the following:

1.2.3.1 knowledge of and influence over the Client's customers

and its business associates;

1.2.3.2 the agreements between the Client and its customers

and business associates;

1.2.3.3 the financial details of the Client's relationship with its

customers and business associates;

1.2.3.4 the names of prospective customers and business

associates of the Client and their requirements;

1.2.3.5 details of the Client's financial structures and operating

results;

1.2.3.6 details of the remuneration paid by the Client to its

employees and their duties;

1.2.3.7 other matters which relate to the client’s customers

and/or its interests in respect of which information is

not readily available in the ordinary course of business

to a competitor of the Client or the general public;

1.2.4. “the Contractor” shall mean Terry Meyer and Associates cc

(Registration number: 1994/027794/23) trading as Leadership SA

a close corporation duly registered and incorporated with limited

liability in accordance with the company laws of the Republic of

South Africa, carrying on business at

__________________________________ Gauteng, South Africa.

1.2.5. “the Effective Date” shall be the start date referred to in the

covering page to this agreement, being the date upon which the

parties have agreed that the Work will commence.

1.2.6. "Month" means one of the 12 (Twelve) named months of the

Gregorian calendar;

1.2.7. “the Parties” shall mean the Client and the Contractor collectively

and reference to a "Party" shall mean either the Client or the

Contractor as determined from the context of this Agreement;

1.2.8. “the Work” shall mean the consulting services that the Contractor

will perform for the Client.

1.2.9. “Signature Date” shall mean the date upon which the last Party

hereto affixes his or her signature to the cover page to this

Agreement;

1.3. Unless the context clearly indicates a contrary intention, any word connoting:

1.3.1.1. any one gender includes the other gender;

1.3.1.2. the singular includes the plural and vice versa;

1.3.1.3. natural persons includes artificial persons and vice versa; and

1.4. When any number of days is prescribed in this Agreement, such number shall

exclude the first day and include the last day, unless the last day falls on a

Saturday, Sunday, or a public holiday in the Republic of South Africa, in which

case the last day shall be the next succeeding business day.

1.5. If any provision in a definition is a substantive provision conferring rights or imposing

obligations on any Party, notwithstanding that it is only in the definition clause,

effect shall be given to it as if it were a substantive provision in the body of the

Agreement.

1.6. Where any term is defined within the context of any particular clause in this

Agreement, then, unless it is clear from the clause in question that the term so

defined has limited application to the relevant clause, the term so defined shall

bear the meaning ascribed to it for all purposes in terms of this Agreement,

notwithstanding that that term has not been defined in the definition clause.

2. TERM OF THE AGREEMENT

This Agreement shall commence on the Effective Date and shall continue until

completion of the Work unless earlier terminated in terms of clause 10.

3. CONTRACTOR’S RESPONSIBILITIES

The Contractor agrees to provide the Work and undertakes to comply with, and

wherever possible exceed, the industry norms in order to complete the Work in a

professional and timeous manner.

4. CLIENT’S RESPONSIBILITIES

4.1 The Client is solely responsible for the use to which it puts any deliverable or

information provided by the Contractor hereunder and any decisions it makes in

using such deliverable, information or results generated by such deliverable.

4.2 Where the Contractor's performance of the Work is dependent upon information,

systems or resources supplied by either the Client or third parties contracted to

the Client, Client shall, wherever possible, timeously provide such information,

systems or resources to the Contractor.

4.3 If the Client or a third party contracted to the Client delays the performance of the

Work then at the Contractor's election, the parties undertake to negotiate revised

fees and expenses for the extended duration of this Agreement

5. PRICE AND PAYMENT

5.1 In consideration of the Work provided for under this Agreement, the Client

agrees to pay the Contractor the fees set forth in the attachment page to these

terms and conditions.

5.2 Unless specified in the attachment to the contract, the Client shall make

payment, free of deductions or set off, within TEN (10) calendar days of the date

of receipt of each invoice.

5.3 The Client shall be responsible for all necessary and reasonable travel,

accommodation and living expenses incurred by the Contractor or its staff in

connection with this Agreement.

5.4 All service fees and expenses payable to the Contractor are specified exclusive

of any duties, levies, withholdings, sales tax, value-added tax or other taxes

(“Tax”). Any such Tax shall be paid by the Client and it will be added to the

amount to be invoiced.

6. OWNERSHIP OF COPYRIGHT AND INTELLECTUAL PROPERTY

6.1 The parties agree and understand that both the Client and the Contractor have

reciprocal rights and obligation towards each other in respect of each party’s

Intellectual Property and in light of these reciprocal rights and obligations the

parties agree as follows:

6.1.1 The Client agrees that any and all deliverables, processes, plans,

specifications, documentation, and other materials delivered to Client

hereunder, together with all ideas concepts, know-how, techniques,

inventions, discoveries or improvements arising out of, or relating to, the

Work will remain the property of the Contractor.

6.1.2 The Contractor grants the Client a nonexclusive, nontransferable,

perpetual license to use and modify the Work for the Client's internal use

only.

6.1.3 The Contractor will retain all right, title and interest in and to the Work,

except to the extent that the Work contains any Client Confidential

Information in which event the Client will retain all right, title and interest

to the extent of such Confidential Information.

6.1.4 The Contractor reserves the right to perform similar Work for other

customers and undertakes not to incorporate the Client's Confidential

Information or Trade Secrets therein.

7. CONFIDENTIALITY

7.1 In addition to the provisions contained in the definitions clause of this Agreement,

it is further recorded that confidential information includes all information

provided and/or made available by any means by one party to the other party

relating to the Work which the disclosing party has identified as being proprietary

and/or confidential.

7.2 Confidential information does not include information which:

7.2.1 is public knowledge at the time of disclosure;

7.2.2 becomes public knowledge through no act or omission of the receiving

party;

7.2.3 has been furnished to the receiving party by a third party without

restriction on disclosure;

7.2.4 was in the receiving party's possession, as evidenced by written or

computerised records, prior to the date of this Agreement and which

was not acquired under obligations of confidentiality from the

disclosing party;

7.2.5 is required by law or court order to be disclosed by the receiving party;

provided that the receiving party promptly notifies the disclosing party and

takes reasonable steps to limit such disclosure as permissible under law;

7.2.6 was independently developed by the receiving party.

8. NON DISCLOSURE

8.1 Each party shall protect as proprietary and confidential all Confidential

Information and Trade Secrets of the other party using at least as great a degree

of care as used to maintain the confidentiality of its own Confidential Information

and Trade Secrets, but in no event less than a reasonable degree of care.

8.2 Except with specific prior written authorisation, each party shall not use, either

directly or indirectly, any of the other party’s Confidential Information or Trade

Secrets other than for the purpose for which it has been disclosed or made

available in connection with the performance of the Work.

8.3 Each of the parties agrees that it will disclose the other party’s Confidential

Information and/or Trade Secrets only to its employees who are required to

know such information, provided that such employees are bound by terms and

conditions protecting such Confidential Information and/or Trade Secrets, which

are substantially similar to those of this Agreement.

8.4 The obligations contained in this clause 8 shall survive the expiration or

termination of this Agreement, for a period of ten (10) years from such expiration

or termination.

9. RELATIONSHIP OF PARTIES

9.1 The parties warrant and acknowledge that the relationship between them is not

in the nature of a partnership and that neither party is in any manner entitled to

make or enter into binding agreements of any nature on behalf of the other party.

9.2 The parties agree that the Contractor is acting as an independent contractor

and that no employment relationship will come into existence between the

Client and the contractor and/or any of the contractor’s employees.

10. TERMINATION OF THE AGREEMENT

10.1 The parties shall be entitled to terminate the Agreement on thirty (30) days

written notice to the other party.

10.2 Notwithstanding the above, either party may immediately terminate this

agreement if the other party fails to perform any of its material obligations

hereunder and such failure to perform has not been cured within seven (7)

calendar days of written notice having been given by the terminating party.

10.3 The parties' obligations under clauses 4, 6, 7, 12, 13, 14, 15, 19, 20, 21 and

22 hereof shall survive expiration or termination of this Agreement. In

particular, it is clarified that the licence granted to Client in terms of clause 4

shall continue in respect of the Work completed by the time of termination,

provided Client pays the Contractor therefor.

11. COVERNANT OF GOOD FAITH

Each party agrees that, in its respective dealings with the other party under or in

connection with this Agreement, it shall act in good faith.

12. WARRANTY AND LIMITATION OF LIABILITY

12.1 During the term of the applicable Work, the Contractor warrants that any service

rendered by the Contractor during such time shall be performed in a

professional, workmanlike manner with the care and skill ordinarily used by other

members of the Contractor’s profession practicing under similar conditions at the

same time and in the same locality.

12.2 Save for direct damages, any other liability on the part of the Contractor from any

cause whatsoever is specifically excluded. Without limiting the generality of the

above, the Contractor will not be liable for any delay, failure, breakdown or

damage caused by, or as a result of, advice given in terms of this Agreement.

12.3 Notwithstanding anything else contained within this agreement it is expressly

agreed that the Contractor will not be held liable to the other for loss of profits or

reputation or for incidental, special or consequential damages arising out of the

Work provided for in terms of this agreement.

12.7 EXCEPT AS EXPRESSLY SET FORTH IN THIS CLAUSE 12, THE

CONTRACTOR DISCLAIMS ALL REPRESENTATIONS, WARRANTIES,

EXPRESSED OR IMPLIED, WITH REGARD TO THE WORK, OF ANY KIND

OR NATURE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF

MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

13. DAMAGES

IN NO EVENT SHALL THE CONTRACTOR BE LIABLE FOR ANY INDIRECT,

SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES ARISING FROM

LOSS OF ANTICIPATED PROFITS OR ECONOMIC LOSS ARISING OUT OF THE

WORK OR OTHERWISE.

14. GOVERNING LAW

This Agreement shall be construed according to the laws of South Africa and all

disputes, actions and other matters relating thereto will be determined in accordance

with such law

15. BREACH

Should the client commit any breach of its obligations in terms of this Agreement then

the Contractor shall be entitled to institute a claim for damages against the client in

respect of such breach, provided that the contractor shall not be entitled to exercise any

right arising from any breach of this agreement unless the Client has been afforded

seven (7) days written notice to remedy such alleged breach and despite such notice

having given, the breach has not been remedied.

16. FORCE MAJEURE

Neither party shall be liable for failure to perform any of its obligations hereunder where

such performance is prevented or interfered with by any cause beyond the reasonable

control of such party, provided that such party is without fault in causing such default or

delay. This provision shall not be construed as relieving either party from its obligation to

pay any sums due to the other party.

16. NO ASSIGNMENT

Neither party shall assign this Agreement without the prior written consent of the other

party, which will not be unreasonably withheld. Any transfer by merger, consolidation or

liquidation shall constitute an assignment for purposes of this Agreement.

17. NON SOLICITATION

Both parties agree that, during the term of this Agreement and for a period of two (2)

years thereafter, they will not, except with the other party's prior written approval, hire,

solicit or offer employment, directly or indirectly, to any of the other party's employees or

staff.

18. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties hereto with respect

to its subject matter; and, except as otherwise expressly provided herein, this Agreement

shall not be affected by reference to any other document. Variance from, or additions to,

the terms and conditions of this Agreement in any purchase order or other written

notification from the Client shall be of no effect. In the event of any conflict between the

terms and conditions set out herein and Exhibit "A", the terms and conditions herein shall

prevail, except to the extent that Exhibit "A" specifically records that it amends the terms

and conditions herein.

19. AMENDMENTS AND WAIVER

Neither this Agreement nor any term, condition or other provision hereof may be

changed, waived, discharged or terminated orally but only by an instrument in writing

signed by the party against which enforcement of the change, waiver, discharge or

termination is sought. Except as otherwise provided, failure or delay of either party to

exercise any right or remedy hereunder shall not constitute a waiver of rights or

remedies under this Agreement.

20. SEVERABILITY

If any provision of this Agreement is held to be unenforceable or inoperative by any

court of competent jurisdiction, either in whole or in part, the remaining provisions shall

be given full force and effect to the extent that they are not inconsistent with the original

terms of this Agreement.

21. NOTICES

Notices and communications required by this Agreement shall be in writing and shall be

delivered in person, by courier, transmitted by facsimile, or registered mail, to the

respective parties at the address or facsimile number stated on the covering page to

these termsand conditions, or such other address or facsimile number most recently

notified as herein required, which addresses the parties select as their respective

domicilia citandi et executandi. Notices directed to the Contractor shall be marked

"Attention: Terry Meyer”.

22. COUNTERPARTS

These Terms and Conditions may be executed in one or more counterparts which, when

read together, will constitute a single binding agreement.

SIGNED and DATED at on the day of 2014

AS WITNESSES

1. ________________________

2. ________________________ _________________________________for and on behalf of THE CUSTOMER

duly authorised thereto

SIGNED and DATED at on the day of 2014

AS WITNESSES

1. ________________________

2. ________________________ _______________________________

for and on behalf of TERRY MEYER & ASSOCIATES T/A LEADERSHIP SA

duly authorised thereto

Attachment 1:

Client:

Project:

Project Commencement:

Project Termination:

Logistics:

The client will communicate and position the project with management and staff prior to commencement and will be responsible for all required authorisations and communication associated with the project

Clients will be responsible for all logistical arrangements, including flights and accommodation. Accommodation will be on the basis of dinner, bed and breakfast

The consultant will not take responsibility for any damage to motor vehicles or other equipment hired, rented or owned by the client and the client is responsible for taking out insurance against any such damages

Where courses are cancelled within 7 days of commencement the full fee will be charged. Where they are cancelled within 14 days fees will be charged at 50%.

Where appointments are cancelled within 7 days full fees may be charged at the discretion of the consultant

Times will be logged on a daily basis. Should there be unanticipated time spent on work in excess of, or outside, the proposed project plan this will be charged for. Such time will be subject to agreement with the client prior to the work being undertaken.

Invoicing & Payment Dates:

Costs:

Costs are specified in the proposal which, once accepted by both parties, will form part of this agreement. They include the following:

o Advance paymento Consulting feeso Product fees, e.g. assessments, courseso Course and other materialso Project management, report writing and final presentations

Costs of sub-contractors, where applicable, will be included in the Leadership SA consulting fees but costs associated with travel and accommodation and other direct expenses will be the responsibility of the client