ADDENDUM TO AGREEMENT OF SALE
October 11, 2017
Agreement (construction)
October 11, 2017

AGREEMENT

 

 

ENTERED INTO BETWEEN

 

………………………………………………………………..

 

Registration No: ………………………………

 

(Hereinafter: “…….”)

 

represented by ………………………………………………

 

(Hereinafter: “……”)

 

And

 

………………………..ID ………………………………..

 

(Hereinafter” ……..”)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PREAMBLE

…….. is in the business of contracting with individual Entrepreneurs; SMME’s, Corporates, Government and Parastatals to supply innovative technology-based products, services and business solutions.

……. wishes to engage ……………… as a business development and account management officer with the specific purpose of promoting …………’s products and services by prospecting for suitable and appropriate new potential clients; securing financially viable contracts with suitable clients and enhancing existing client relationships with a view to securing repeat business and future business for the short, medium and long-term with regard to …………………’s products and services.

…………… and ……………… have agreed to enter into a written fixed term service provider agreement with the following terms and conditions:-

 

IT IS HEREBY AGREED:

1.         Terms of engagement and work requirements:

 

  • On signature hereof ……… is appointed as business development and account management officer for …………….‘s products and services:

 

  1. ……………. is required to actively be engaged on a flexi-time basis as business development and account management officer, for a minimum of 30 hours per week;

 

  1. …………… will be required to generate leads; source suitable and appropriate potential clients; arranging appointments/meetings with suitable prospective clients; assist ……….. and certain employees of …………….. with the qualification and structuring of contract opportunities with these clients and drafting proposed contracts of engagement and securing deals to stage of completion; communicating with clients during the work phase to ensure that the clients who have contracted with ………….. are satisfied with ………..;

 

  1. ……….. will be required to engage with …………….. clients and enhance the relationship between ……….. and the clients with a specific intention of securing repeat business and a long-term client relationship.;

 

1.2.     All proposals and sales related communication that includes a financial consideration or decision shall be taken after consultation and express written authorization from ………….

 

2.         Period of agreement

 

2.1.     This agreement shall be in force for a fixed term from the … of ………… 20…to the ….. of ……. 20.., and then from the ….. of …… 20.. until the …… 200…

 

3.         Remuneration, Shares and contribution 

 

3.1.      A retainer of R……………., inclusive of VAT per fortnight shall be paid at month end on or before the last day of each month. Payment is subject to receiving a valid invoice from the Consultant for the respective period.

 

3.2.      No retainer shall be paid during the period ……… 20.. until ……………… 20…

 

3.3.      Commission of  ..% of the gross margin of any contract in respect of which …… was the effective cause shall be paid after subtracting any retainer paid during the month in which the contract was secured.

 

3.4.      Commission will only be paid once the client has paid the contract price in full.

 

3.5.      a)      Payment of commission is subject to …. achieving sales, of    which …… was the effective cause, of no less than R…….., excluding VAT, per month.

 

  1. b) Payment of the fortnightly retainer of R…….. is subject to …. achieving sales, of which …… was the effective cause, of no less than

R……, excluding VAT, per fortnight.

 

3.6.     In the event that …… achieves a sales target of projects with the combined gross margin of more than or equal to R………………….. , excluding VAT, in any running period of ….. weeks ending ………. 20.., you will receive an additional ..% commission on any gross margin sales exceeding R………………. for that period.

 

3.7.      …. shall pay …… any commission accrued to him on the ..th , or at the end of the month in which the clients have paid all contract fees invoiced by that client.

3.8.      …… shall be required to invoice …… on the ..th of every month in respect of which any retainer or commission may be due.

 

 

  1. Reporting and Compliance                                                                                                                        

 

4.1.      …… shall be required to attend weekly performance meetings and submit a weekly timesheet specifying the number of suitable prospects; client meetings; submitted proposals; secured clients (closed contracts) and business from existing clients achieved by him.

 

4.2.      Upon evaluation by …. of ……’s performance over any fortnight period and on ascertainment thereof by them to be below standard and unlikely to achieve target, …. shall be unequivocally entitled to immediately terminate the contract on 5 ordinary days written notice.

 

  1. Confidentiality and Good Faith etc.

 

…… by law stands in a fiduciary relationship to …. so that, without derogation from the generality of the duty thereby created, and on shall:

 

  1. Act honestly, with transparency, integrity and with the utmost good faith in relation to …. in particular by exercising such powers as he may have to manage or represent …. in the interest and for the benefit of …. and not act without nor exceed his mandate or authority;

 

  1. Avoid any material conflict between his own interests and those of …., and in particular shall not derive any personal economic benefit to which he is not entitled by reason of his relationship with the other party or from any other person in circumstances where that benefit is obtained in conflict with the interests of this agreement;

 

 

  1. c) Devote his full time, attention, and energies to the task of business development (sales) and account management with …., during this employment, and will not engage in any other business activity, regardless of whether such activity is pursued for profit, gain, or other pecuniary advantage. …… is not prohibited from making personal investments in any other businesses provided those investments do not require active involvement in the operation of said companies.

 

  1. During or for 12 months after the term of this contract, …… shall strictly not reveal confidential information, or trade secrets to any person, firm, corporation, or entity or work as employee or independently, directly or indirectly for a competitor of …. within the Republic of South Africa. Should …… reveal or threaten to reveal any confidential information, or work as employee or independently, directly or indirectly for a competitor of …. in the Republic of South Africa during this contract or within eight months thereafter, then …. shall be entitled to an interdict preventing …… from doing so. The right to apply for an interdict is not exclusive, and …. may pursue any other remedies it has against Anton for a breach or threatened breach of this condition, including the recovery of damages from …….

 

  1. e) …… shall be expressly prohibited from poaching; soliciting and/or approaching prospective or existing clients of …. directly or indirectly to another entity was any direct or indirect link to himself company or legal entity from which he might benefit.

 

  1. Breach

 

6.1       In the event of either party committing a breach of any of the clauses of this agreement, then the aggrieved party shall be entitled to give the defaulting party 5 days written notice to remedy the breach.

 

6.2       Should the defaulting party fail to remedy the breach within 5 days of receipt of the aforementioned notice, then the aggrieved party shall be entitled to cancel this agreement or to claim specific performance in either event, without prejudice to the aggrieved party’s rights to claim damages or any of the aggrieved party’s other rights in terms of common law.

 

7.         Notices and Domicilium Addresses

 

7.1.      The parties hereto choose as their domicilium citandi et executandi for all notices and the service of all processes the following addresses:

 

………………………………………:

 

Physical address: …………………………………….

 

Postal address: ……………………………………….

Fax: …………………………………………………….

 

……………………………………….:

Physical address: …………………………………….

 

Postal address: ……………………………………….

Fax: …………………………………………………….

 

7.2.      Any and all notice to any party shall be addressed to it at its aforesaid address and either be sent by prepaid registered post or facsimile or be delivered by hand.

 

7.3.      Any party shall be entitled by notice in writing to the others, to change its domicile to any other address, provided that the change shall become effective only fourteen days after service of the notice in question.

 

7.4.      Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at such party’s chosen address.

 

7.5.      Save as hereinbefore otherwise provided any notice required to be given hereunder shall be sufficiently given to the either party if forwarded by registered post, or telefax to the last known postal address or telefax number of the that party. Every notice shall be deemed to have been received and given at the time when in the ordinary course of transmission it should have been delivered at the address to which it was sent.

 

8.         Miscellaneous Clauses

 

8.1.      The parties consent and submit to the jurisdiction of the Magistrate’s Court as required by Section 45 of Act 32 of 1944, as amended, with reference to any dispute arising from or in connection with this agreement, notwithstanding the nature thereof or the amount involved thereby.

 

8.2.      The Parties agree to costs on a scale as between attorney and own client in respect of legal proceedings pertaining to the recovery of amounts due to either of the Parties from the other in terms of this agreement.

 

8.3.      This document embodies the entire agreement between the parties relating to the matters dealt with herein and no representation, warranty or undertaking was made nor were any other terms agreed except as incorporated herein.

 

8.4.      Save as may be contained herein, this agreement is not subject to any suspensive or resolutive conditions either preventing or postponing the coming into operation hereof.

 

8.5.      None of the terms and conditions of this agreement is capable of being waived, amended, added to or deleted, unless such waiver, amendment, addition or deletion is reduced to writing and is signed by the parties hereto.

 

8.6.      No indulgence on the part of any party in exercising any right conferred upon such party in terms of this agreement shall constitute a waiver or notation of any such right, nor shall any single or partial exercise of any right preclude any other or future exercise thereof or the exercise of any other right under this agreement.

 

8.7.      This agreement shall be binding on and enforceable by the estates, heirs, executors, administrators, trustees, assigns, liquidators, curators or other legal representatives of the parties as fully and effectually as if they had signed this agreement in the first instance and reference to any party shall be deemed to include such party’s estate, heirs, executors, administrators, trustees, assigns, liquidators, curators or other legal representatives as the case may be.

 

8.8.      Headings for each clause are for convenience only and not as aids to interpretation of this agreement.

 

8.9       The masculine includes the feminine and the neuter and the singular the plural.

Signed by ……………………. in his capacity as duly authorized representative of …………………………………….. (PTY) LTD. (see resolution authorizing signature attached.)

 

At                                 On                                2012

___________________

As Witnesses

 

  1. …………………….

 

  1. …………………….

 

 

Signed by ……………………

 

At                                  On                                2012

___________________

 

As Witnesses

  1. ……………………

 

2.  ……………………

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