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Independent Contractor Agreement Agreement Between

And

Herein after called the Company 1. PREAMBLE WHEREAS it is the intention of the Independent Contractor and the Company (the parties) to enter into an Independent Contractorship Agreement, in accordance with what has been set out below: AND WHEREAS the nature of the prescribed services requires strict adherence to industry protocol, Company procedure and statutory as well as common law requirements for transfers of immovable property; NOW THEREFORE the parties agree that the Independent Contractor will perform the prescribed services on the terms set out below, and that no employment relationship will be created by the performance of the prescribed services. 2. INTERPRETATION The clause headings in this agreement are for reference purposes only and shall not be used in the interpretation thereof. Unless the context clearly indicates a contrary intention:Expressions which denote any one gender shall include the other genders: A person shall include a natural person, Company, partnership, close corporation or legal personae; The singular shall include the plural and vice versa. When any particular number of days is provided for the doing of any act or for any other purpose, the reckoning shall exclude the first day and shall include the last day and shall include all Saturdays, Sundays and public holidays which occur during the period. A

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business day shall mean a day which is not a Saturday, Sunday or public holiday in the Republic of South Africa. Any schedule or annex to this agreement shall be deemed to be incorporated herein and shall from an integral part of this agreement. If any provision in a definition is a substantive provision conferring any right or imposing any obligation on any party, then notwithstanding that it is only in the interpretation clause, effect shall be given to it as if it were a substantive provision in this agreement. In this agreement, unless inconsistent with or otherwise indicated by the context, the following expressions shall bear the meanings assigned to them hereunder and cognate expressions shall bear corresponding meanings:Agreement this agreement and any appendices hereto:

A partnership of Independent Contractors A group of Independent Contractors, with such persons as they may engage, who, by agreement with the Company, are treated as one commission carning Independent Contractor, for purpose of payment of commission on transactions effected by any of them: The prescribed services Sourcing, marketing and selling of immovable property within the area of the selling farm/area, or otherwise acting as an estate agent as defined in the Estate Agency Affairs Act 112 of 1976 (the Act) The selling farm/area The areas of and the area/s last operated in by the Independent Contractor immediately prior to the termination of this Agreement. 3. APPOINTMENT OF INDEPENDENT CONTRACTOR Upon the Independent Contractors special instance and request, the Company appoints the Independent Contractor, who hereby accepts the appointment, as an Independent Contractor to the Company to perform the prescribed services, in accordance with what is set out herein below. The Independent Contractor and the Company specifically agree that no legitimate expectation is created that an employment relationship may come into being either during this agreement or at the termination thereof. The Independent Contractor specifically warrants that he is entering into this agreement with full understanding of the legal and practical effect of entering into an independent contractorship agreement, and that he elects to do so on the terms set out herein, thereby foregoing the benefits of employees in terms of current labour legislation.

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The Independent Contractor further warrants and understands that no employment relationship will arise in consequence of this agreement, between himself and the Company. This is so notwithstanding the limited control over the Independent Contractor that is exercised by the Company, for purposes of ensuring compliance with Company policy, procedure, protocol and legal requirements. 4. DURATION OF INDEPENDENCE CONTRACTORSHIP AGREEMENT Commencement The Independent Contractor will commence performing the prescribed services on

Termination Either Party can terminate this agreement, for whatsoever reason, upon 14 (fourteen) days notice in writing to the other party. In the event of the Independent Contractors incapacity or inability to render the prescribed services, contrary to the warranty given by the Independent Contractor herein, this agreement may be terminated by the Company on 24 hours notice. In the event of a material breach of this agreement, which may include dishonesty or unethical behaviour by the Independent Contractor, the Company may terminate this agreement summarily and may withhold any commissions still due to the Independent Contractor, for purposes of settling any claims, or paying any legal fees that may arise from the proceeds of such commission. Upon termination of this agreement, all of the Independent Contractors listings, prospects, documents and correspondence or copies or extracts thereof entered into or created in the performance of the prescribed services shall become the property of the Company, and it is agreed that it shall constitute information confidential to the Company and shall be returned forthwith without exception. Upon termination of this agreement, any prior dealings with any seller or buyer which as at the date of termination, has not resulted in a bonding agreement of sale i.e. a non-suspensive agreement, shall become the property of the Company and the Independent Contractor shall have no claim for commission. Such prior dealings shall also include all introductions and referrals as well. 5. CONSIDERATION AND/OR PAYMENTS The Independent Contractor shall be paid a percentage of the commissions earned in respect of every sale and/or referral of immovable property of which the Independent Contractor is the (or one of the) effective cause(s), in accordance with this clause 5, read with any Commission Incentive Scheme of which the Independence Contractor may be party and in accordance with the Companys policy and procedure manual. Insofar as the Independent

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Contractor is a party to a Commission Incentive Scheme, the details of that scheme will be attached hereto as addendum A. The initial commission split between the Independent Contractor (or partnership of Independent Contractors) and the Company will be % to the Company and % to the Independent Contractor (or partnership of Independent Contractors). Insofar as the commission payable to the Independent Contractor (or partnership of Independent Contractors) exceeds % of commission earned on a transaction, the Company may reduce such additional commission (but not to a level lower than 50%) if the Independent Contractor (or partnership of Independent Contractors) fails to continue to achieve the benchmark performance targets for payment of the higher commission. Such reduction will effect all commissions not already paid to the Independent Contractor (or partnership of Independent Contractors), from date of reduction of commission. Notwithstanding anything to the contrary herein contained, should the commission negotiated by the Independent Contractor amount to less than 6% (six percent) of the sales price, the Company commission shall not be less than 3% (three percent) plus VAT of the purchase price. Insofar as more than one Independent Contractor was the cause of commission carried (in circumstances other than a partnership of Independent Contractors) the split in commission between these agents is governed by the Companys standard policy for allocation of commission. The Independent Contractor shall have no authority to arrange for division of commission with other estate agency firms or any other person, unless specifically authorized in writing to do so by the Company. The Independent Contractor shall not be entitled to benefits of employment, including but not limited to vehicle allowances, entertainment allowances, subsistence allowance, holiday, family responsibility and sick leave, provident fund, medical aid and Unemployment Insurance Contributions i.e. UIF. Commission payable earned will be made in arrear by cheque to the Independent Contractor, at the time the Independent Contractor normally pays its employees and/or agents and made out in the name of the Independent Contractor nominated by the partnership. Commissions in respect of any transaction effected before date of termination of this agreement, (but which have not been paid at date of termination) shall (subject to the Companys rights of deduction and retention set out herein) be paid to the Independent Contractor after the termination date once same has been received by the Company. The Independent Contractor shall be eligible to participate in any incentive scheme that is in operation from time to time, subject to the rules and guidelines of such scheme. Any advance, that the Company may at its discretion pay to the Independent Contractor, will be advanced according to what the parties may agree in writing. 6. MEMBERSHIP OF PROFESSIONAL ORGANISATIONS The Independent Contractor shall obtain and keep current, a registration certificate and Fidelity Fund certificate in terms of Section 16 of the Act.

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The Independent Contractor shall pay the prescribed levy and annual contribution to the Estate Agent board, in accordance with Sections 9 and 15 of the Act. 7. EXPENSES The Independent Contractor shall cover all costs in respect of levies and annual contributions to the Estate Agents Board. The Independent Contractor shall also pay for all Further Educational Training Courses as required by the Services SETA. The Independent Contractor shall be entitled to advertise properties on the Companys account, within the advertising budget allocated to the Independent Contractor and according to pre-defined branding, standards. No advertisements may be placed without the Companys prior written consent if the budget has been exceeded or the branding adversely affected and any advertisements so placed, without the Companys prior written consent shall be for the Independent Contractors account. The Independent Contractor will be provided with sale boards, pointers and training materials, upon commencement of his contractual relationship with this Company. The Independent Contractor (or partnership of Independent Contractors) hereby grants a stipulatio alteri in favour of The Learning Institute (Pty) Ltd in the amount of R3500.00 plus VAT. Insofar as the Independent Contractor has entered into any costs pursuant to the appointment of assistants, such costs shall be for his account only, and he shall not have any recourse against the Company. The Independent Contractor may agree with the Company that the portion of the Independent Contractors commission payable to his assistant(s) be paid directly to the assistant(s). Insofar as any transaction, in respect of which the Independent Contractor is entitled to earn commission, results is a dispute arbitration or litigation, the Independent Contractor shall share all expenses connected therewith in the same proportion in which the commission for that transaction would have been shared. The Company will have the sole right to take legal action to defend or settle a dispute, and to incur shared legal expenses. The Independent Contractor agrees to co-operate fully with, and to able by, any decision made by the Company. In the event of a dispute or litigation, the Company may defer payment of the Independent Contractors share of the commission until an outcome to the dispute or litigation has been achieved. 8. DEDUCTIONS FROM COMMISSION The parties specifically agree that the Company is bound by statute to deduct income tax from the Independent Contractors commission but that no other deductions will be made for statutory dues normally deducted from and employees commission, in consequence of the nature of this agreement. Deductions authorized by this agreement will be made as due.

Referral fees, abstract fees shall be dealt with according to splits as agreed from time to time and insofar as it is payable by the Independent Contractor it shall be deducted from commission earned by the Independent Contractor. The Company shall be entitled to set off any indebtedness including advances which the Independent Contractor may have to it, against any commissions that are owing, or may become owing to the Independent Contractor. 9. INDEPENDENT CONTRACTORS DUTIES The Independent Contractor will perform the prescribed services in the best of his ability and will use all reasonable care and skill in the performance of his duties and will conduct himself in a manner that will maintain and not harm the Companys goodwill and reputation. The Independent Contractor agrees to comply with all statutory and common law requirements for the performance of the prescribed services. The Independent Contractor agrees to perform the prescribed services diligently, and to have regard to the systems, rules, policies and processes put in place by the Company. The Independent Contractor shall keep copies of all documents and/or correspondence written and received in performing the prescribed services, at the Companys office. All payments in respect of transactions must be dealt with by the Company; however in the event of any payments being made to the Independent Contractor, such payments shall be immediately paid to the Company. The Independent Contractor is currently in possession of a valid fidelity certificate, warrants and undertakes that he has the necessary skills and qualifications that would enable him to perform the prescribed services to the Company. The Independent Contractor shall be obliged to obtain a valid fidelity fund annually and provide a copy thereof to the Company. He shall further update and maintain his knowledge of and skills in the prescribed services, and to keep abreast of changes in the law. The Independent Contractor indemnifies and holds harmless the Company, against any claims which may be brought against the Company arising out of or in consequence of the Independent Contractors performance of the prescribed services to the client and/or the Independent Contractors appointment of any employees, assistants or Independent Contractors to assist the Independent Contractor in performing the prescribed services. The Independent Contractor hereby indemnifies and holds the Company harmless against any claim which may be made by the Receiver of Revenue relating to arrear or future Income Tax due or any penalty imposed against the Independent Contractor and which amounts are disbursed by the Company to the Receiver for and on their behalf. The Independent Contractor shall have no authority to enter into financial or contractual commitments on behalf of the Company other than with prior written approval of the Company and the Independent Contractor specifically undertakes to indemnify and hold the Company harmless for any actions taken in breach of this clause. The Independent

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Contractor shall advise all third parties from whom commissions are earned, that he acts as an Independent Contractor to the Company and that he has no authority to bind the Company. The Independent Contractor shall utilize his own vehicle (and vehicles in respect of his employees, assistants or Independent Contractors) and cell phone and shall be liable for all expenses in connection therewith, including insurance, which shall include (without limiting the generality here of) cover against claims by third parties arising out of the use of the said vehicle. The Independent Contractor shall only use such stationery forms and documents as have been approved by the Company. The Independent Contractor will not during the existence of this agreement, without prior written consent of the Company, directly or indirectly own (in whole or in part) assist in finance or advise any business including bond finance commissions, relocation fees, corporate opportunities and the like that competes directly or indirectly with the Company. The Independent Contractor will not at any time during or after termination of this agreement do anything or say anything that is calculated to, or has the effect of discrediting the reputation, products or services of the Company. The Independent Contractor shall not either during this agreement or after termination thereof persuade, induce, solicit, encourage or procure any employee of, or person in a contractual relationship with the Company to terminate his employment or relationship with the Company. The Independent Contractor shall be obliged to achieve and maintain a market penetration of not less than twenty percent in the area within which he operates within a period of twelve months of commencing business in that area. The Company and the Independent Contractor record and agree that during the currency of this agreement and in the course of the performance by the Independent Contractor of his obligations in terms hereof, the Independent Contractor will be presented with opportunities (the corporate opportunities) to derive commission income or to receive other financial benefits pursuant to the performance of his obligations aforesaid. The Independent Contractor acknowledges and agrees that the corporate opportunities are proprietary to the Company and undertakes in favour of the Company that he will during the currency of this agreement: Exploit the corporate opportunities only through the Company; Not conduct himself in a manner (whether directly or indirectly) which competes with the Company in regard to the corporate opportunities; Refer any such opportunities exclusively to the Company; Conduct himself in accordance with the highest ethical standards of good faith.

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10. COMPANY OBLIGATIONS The Company shall provide the Independent Contractor with suitable desk space and other equipment necessary and incidental to the proper operation of an estate agency business, stationery, office telephone, forms and documents. These facilities will be provided at the Companys discretion and an abuse of the facilities, or discourteous behaviour to the Companys administrative personnel may result in a withdrawal of the facilities. The Company shall make available to the Independent Contractor all current listings relevant to the Independent Contractors selling farm/areas. The Independent Contractor may refer and dispute to the principal, who may in its sole discretion refer to a duly convened dispute committee to rule upon, whose decision shall be final and binding on all parties. The parties shall be bound by the laws of the Republic of South Africa, and hereby choose as the forum for the settlement of any dispute which may arise as a result of this agreement, to refer matters to expedite arbitration according to the rules of ARBITRATION:10.1 10.2 10.3 10.4 Any dispute between the parties in connection with or arising out of; This agreement, or The interpretation of this Agreement, or Their respective rights and obligations, or Any actual or alleged breach of this Agreement, or Any actual or purposed termination or repudiation of this Agreement and any matters arising there from, or The formation, implementation, validity, enforceability, rectification of this Agreement, or The Agents brokerage fee, shall be referred to and be determined by Arbitration in terms of this Clause 10; Any party to this Agreement may demand that a dispute be determined in terms of this clause 10 by written notice given to the other party. This clause shall not prelude any party from obtaining interim relief in the form of an interdict mandamus or order for specific performance, on an urgent basis, from a Court of competent jurisdiction pending the outcome of the Arbitration in terms of this clause 10. The Arbitration shall be held at With only the legal and other representatives of the parties to the dispute present thereat, mutatis mutandis in accordance with the provisions of the High Court Act, No 59 of 1959 the rules made in terms of the Act and otherwise in terms of the Arbitration Act, No 42 of 1965 it being the intention of the parties that the Arbitration shall be held and completed as soon as possible. There shall be one Arbitrator who shall be a practicing Advocate of at least 10 (ten) years standing as such and the decision of the Arbitrator shall be final and binding on the parties to the dispute and may be made an order of Court at the instance of any of the parties to the dispute. The appointment of the Arbitrator shall be agreed upon between the parties. Should the parties fail to agree on an Arbitrator within 7 (seven) days after the giving of the notice referred to in clause 10.9 above the Arbitrator shall, at the

10.5
10.6 10.7 10.8 10.9

10.10

10.11

10.12

10.13

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request of either party to the dispute, be appointed by the Chairperson for the time being of the Local Bar Council or its successors-in-title. The provisions of this clause:-

10.14

10.14.1

constitute an irrevocable consent by the parties to any proceedings in terms hereof and no party shall be entitled to withdraw there from or claim at any such proceedings that he/she is not bound by such provisions 10.14.2 are severable from the rest of this Agreement and retain in effect despite the termination of or invalidity for any reason of this Agreement or any party thereof. 11. DOMICILIA AND NOTICES The parties choose as their domicilia citandi et executandi for the purposes of the giving of any notice, the payment of any sum of money the service of any process and for any other purposes arising from the agreement as follows: The Company

FAX: The Independent Contractor

FAX: Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing but it shall be competent to give notice by telefax. Notwithstanding anything to the contrary herein contained written notice of 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 its chosen domicilium citandi et executandi.

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12.

BREACH In the event of the Independent Contractor committing a breach of any of the terms of this agreement (all of which are agreed to be material) and failing to remedy such breach within seven days of the date of posting by registered post or hand delivery of written notice from the Company requiring him to do so, the Company shall be entitled, without prejudice and in addition to all other rights available to the Company in law, to declare this agreement cancelled (without the necessity of communicating such cancellation). Any costs incurred in respect of any legal action instituted by the Company against the Independent Contractor shall be taxed on the basis of attorney and own client.

13.

NO AMENDMENT No amendment or consensual cancellation of this agreement or any provision or term thereof or of any agreement, bill of exchange or other document issued or executed pursuant to it in terms of this agreement and no settlement of any disputes arising under this agreement and no extension of time, waiver or relaxation or suspension of any of the provisions or terms of this agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this agreement shall be binding unless recorded in a written document signed by the parties. Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly constructed as relating strictly to the matter whereof it was made or given. No extension of time or waiver or relaxation of any of the provisions or terms of this agreement or any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this agreement, shall operate as an estoppel against any party in respect of its rights under this agreement, nor shall it operate so as to preclude such party thereafter from exercising its rights strictly in accordance with this agreement. No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein. THUS DONE AND SIGNED BY THE PARTIES ON THE DATES AND THE PLACES SET OUT HEREUNDER

For: The Company Duly Authorised Place: Date:

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AS WITNESS: 1. 2.

The Independent Contractor Place: Date:

AS WITNESS: 1. 2.

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Confidentiality Agreement between

The Independent Contractor And

Herein after called the Company The Independent Contractor undertakes that he shall not, either during the performance of the prescribed services or at any time thereafter, use, or directly or indirectly divulge or disclose to any person (except as may be required in the normal course of performance of the prescribed services) any of the trade secrets of the Company, which trade secrets shall include operational know-how, processes and/or techniques, designs, all GLOBAL DIRECT referrals, documents and correspondence, knowledge of and influence over the Companys customers and business associates relationships between the Company and its business associates and the financial details thereto, the financial details (including credit and discount terms) relating to the Companys financial structure and operating results details of the commissions paid by the Company to its various Independent Contractors and the functions of its Independent Contractors details about the names and/or addresses of the Companys clients or business associates, and/or other matters relating to the business of the Company in respect of which information is not readily available in the ordinary course to a competitor of the Company or is in the public domain. THUS DONE AND SIGNED BY THE PARTIES ON THE DATES AND THE PLACES SET OUT HEREUNDER

The Company Duly authorized Place: Date: AS WITNESSES:

Independent Contractor Place: Date:

AS WITNESS:

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1. 2. 1. 2.