Business Partner Agreement

1.1 Mojocap operates through its own and through duly authorised Business Partners, under the trademarked brand name UBUNTU CONNECT, a business of arranging and negotiating products, services, and training on behalf of Clients and End-user(s), according to the business method which Mojocap has developed.

1.2 Mojocap is the owner of certain intellectual property rights and training materials used in conjunction with the business method.

1.3 The Business Partner wishes to operate a business promoting and selling the portfolio of products and services, offered by Mojocap, to its clients and the general public, using its infrastructure and expertise in the industry.

1.4 Mojocap hereby agrees to appoint the Business Partner to promote, market, and distribute products and services to clients and end-user(s) in exchange for an agreed remuneration, subject to compliance with these terms contained in this Agreement.

1.5 It is expressly understood that The Business Partner and Mojocap will operate as separate business entities and will be respected as such, with no obligation and or risk other than provided for in this agreement.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

2. INTERPRETATION

2.1 Where permitted by the content, the singular shall include the plural and vice versa, words importing one gender shall include the others and vice versa and natural persons shall include created entities (corporate or unincorporated) and vice versa;

2.2 The clause headings are for convenience only and shall not affect the interpretation hereof;

2.3 References to any statutory provision shall be deemed to include such provision as amended from time to time whether before, on or after the date of this Agreement;

2.4 The Business Partner includes any of the Business Partners nominees or employees or any person authorised by Mojocap to act on behalf of the Business Partner;

2.5 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 this Agreement;

2.6 The Preamble forms an integral part of this Agreement.

2.7 The rule of construction that, in the event of ambiguity, the contract shall be interpreted against the party responsible for the drafting thereof, shall not apply in the interpretation of this agreement.

3. DEFINITIONS

In this Agreement, unless inconsistent with or otherwise indicated by the context:

3.1 “Agreement” shall mean this agreement, together with any agreed amendments thereto, including the content of the preamble;

3.2 “Area” shall mean South Africa;

3.3 “BP Code” shall mean the unique number used by Mojocap to identify the Business Partner;

3.4 “Business” shall mean the promoting, marketing, selling and facilitation of applications for the portfolio of products and services generally offered by Mojocap;

3.5 “Business Center” shall mean the process whereby the Business Partner is given internet access to Mojocap’s password protected online portals for training purposes, marketing purposes and for the application and ordering of products and services;

3.6 “Business Methods” shall mean the total system including methods and know-how of Mojocap, utilised by the Business Partner as prescribed by Mojocap from time to time in conducting business and in enhancing its reputation and goodwill, including but not limited to the online Ubuntu Connect Website, Business Center, operating methods, administrative and financial controls, service providers, associated companies, rights and intellectual property, technical information, expertise, supply of services and selling methods;

3.7 “The Business Partner” shall mean the individual, partnership, company, trust, or other entity, as indicated on the Business Partner details page completed after the purchase, acting in its independent capacity as such for the promotion, marketing, and supply of products and services, subject to the terms and conditions contained in this Agreement;

3.8 “Commencement Date” shall mean the date on which The Business Partner makes payment in full for an Ubuntu Connect Business Partner package and such payment clears in the Mojocap bank account;

3.9 “Client” shall mean any person desirous of acquiring the products and services offered by Mojocap whether or not resulting from the Business Partner having exercised its rights hereunder for the origination of such products and services;

3.10 “Confidential Information” shall include, without limiting its ordinary meaning, data, codes, passwords, letters, emails, faxes, agreements, specifications and strategic plans, marketing or business information and know-how, trade secrets, software, marketing strategies, subscriber information, client and/or supplier lists, processes and procedures;

3.11 “End-User/s” shall mean the customers to which the Business Partner promotes, markets or distributes the products and services to and shall be used interchangeably with “Client”;

3.12 “Force Majeure” shall mean an act, omission of circumstance over which the parties to this agreement could not reasonably have exercised control;

3.13 “Identification Card” shall mean a business card issued by Mojocap to the Business Partner reflecting the Business Partners identification number and details;

3.14 “Intellectual Property” shall mean any and all trademarks, logos, patents whether registered or pending, designs whether registered or pending, drawings, plans, technical specifications, business methods, training material as amended from time to time, including any documents or other written material furnished by Mojocap to the Business Partner, relating to the management, financial management, systems management, operations, conduct, customer interaction, stock processes, carrying-on of the Business and Mojocap’s policies and procedures, as may be made available to the Business Partner in hard copy, electronically or online via the Business Center and amended from time to time at Mojocaps’s sole discretion;

3.15 “Mojocap” shall mean MOJOCAP (Pty) Ltd trading as Ubuntu Connect, (registration number: 2011 / 129137 / 07), a company with limited liability, duly registered in the Republic of South Africa;

3.16 “NCA” shall mean the National Credit Act 34 of 2005;

3.17 “Official Documents” shall mean the application forms, statements, quotations, and agreements, supplied or required by a Service Provider;

3.18 “Packages” Shall mean the level (FREE, Beginner, Lite, Advanced, Professional) at which the Business Partner selects to purchase a Business Partner package from Mojocap and dictates the products and services that will be made available to the Business Partner, subject to the applicable package and yearly fee being paid in full;

3.19 “Parties” Shall mean a reference to Mojocap and the Business Partner collectively;

3.20 “Products and Services” shall mean the range of products, services, and training provided by or through Mojocap from time to time at the sole discretion of Mojocap;

3.21 “Product Criteria” shall mean the formal criteria applied by a Service Provider when evaluating a Client’s application;

3.22 “Remuneration” shall mean either a once-off or recurring income, referred to as “once-off income” and “recurring income” respectively, that may be payable by Mojocap to the Business Partner in accordance with the terms and conditions of this Agreement;

3.23 “Service Provider” shall mean any legal entity, its subsidiaries, its holding company or its holding company’s subsidiaries conducting the business of fulfillment or providing/supplying, subject to their terms and conditions, products, services or training to Mojocap;

3.24 “Supporting Documents” shall mean the Client’s identity document, salary slip, bank statements and other documents containing confirmation of the personal information required by the Service Providers as required by the relevant application forms;

3.25 “Trademark(s)” shall mean any registered trademark which is owned by Mojocap or any associated or subsidiary company;

3.26 “Trade Name” shall mean Mojocap (PTY)Ltd T/A Ubuntu Connect or such other brand of Mojocap, as laid down by Mojocap from time to time;

3.27 “Yearly Fee” shall mean the yearly fee paid before the end of February of each successive year to Mojocap;

4. APPOINTMENT AND DURATION

4.1 The parties hereby agree that any other prior existing agreements between them, of whatsoever nature, regulating their relationship as Mojocap and Business Partner, as envisaged herein or otherwise, are hereby canceled and that this Agreement shall govern the relationship between them on the terms and conditions set out herein.

4.2 Mojocap hereby grants the Business Partner, a non-exclusive right to:

4.2.1 Promote and sell the portfolio of products and services offered by Mojocap;

4.2.2 To liaise with Mojocap clients when requested or required to, in connection with facilitating a sale or application process;

4.3 This Agreement shall commence on the commencement date and shall continue indefinitely thereafter, unless terminated in accordance with the provisions of this Agreement, provided that:

4.3.1 The business partner has complied with the terms and conditions of this Agreement and is not in breach;

4.3.2 The yearly fee is paid timeously every successive year;

 

5. PACKAGES, INITIAL FEE AND YEARLY FEES

On receipt of payment and such payment clearing in the Mojocap bank account, The Business Partner will be registered with Mojocap as such;

5.1 Go Getter Package: R 7 950 once-off; Yearly Fee: R 670 per year

• Includes all products, services and training materials

• Includes up to 60% of all income paid to Mojocap by Service Providers for Products or Services promoted by the Business Partner;

        • Excludes Mojocap Reseller Option

5.2 Beginner Package: R 9 750 once-off; Yearly Fee: R 390 per year

• Includes all products, services and training materials

• Includes up to 60% of all income paid to Mojocap by Service Providers for Products or Services promoted by the Business Partner;

        • Excludes Mojocap Reseller Option

5.3 Advanced Package: R 19 750 once-off; Yearly Fee: R 590 per year

• Includes all products, services and training materials

• Includes 70% of all income paid to Mojocap by Service Providers for Products or Services promoted by the Business Partner;

• Includes the Mojocap Reseller Option;

5.4 Professional Package: R 39 750 once-off; Yearly Fee: R 790 per year

• Includes all products and services in all three categories (Telecommunication Products, Financial Services and Business Solutions)

• Includes 90% of all income paid to Mojocap by Service Providers for Products or Services promoted by the Business Partner;

• Includes the Mojocap Reseller Option;

It is recorded that the above payment is once-off and is paid for services to be rendered by Mojocap in consideration of the setup, registration costs, training costs and non-exclusive rights to conduct business in terms of this Agreement, this fee includes access to the Ubuntu Connect Website, Online Business Center for one full year following the commencement date.

5.5 ALL Payments are to be made directly to:

Bank: First National Bank (FNB)

Account Name: Mojocap (Pty) Ltd – Ubuntu Connect

Account Number: 624 2727 7753

Branch: Fourways Crossing

Branch Code: 251 655

Account Type: Current Account

Reference: Cell Phone Number

Please e-mail proof of payment to:  accounts@ubuntuconnect.co.za

6. MOJOCAP’S RIGHTS AND OBLIGATIONS

6.1 Mojocap reserves the right to refuse or reject any Official Documentation and Supporting Documents submitted in terms of this Agreement and / or decline any application made by a Client. The Business Partner shall however be advised in writing of the reasons for such refusal.

6.2 Mojocap shall in accordance with their applicable product, service, and training criteria, be entitled to remove, add or change any product, service, or training offering from time to time.

6.3 Mojocap reserves the right to change the remuneration payable to The Business Partner from time to time so as to remain in accordance with the service providers applicable rates.

6.4 All Business Partner packages are protected by Mojocap’s fourteen-day, no questions asked refund policy. On written request, Mojocap will refund, any once-off fee paid for any Business Partner package. Notwithstanding the above, Mojocap shall be entitled to deduct any costs incurred due to the actions of the Business Partner prior to the Business Partner requesting a refund.

6.5 Mojocap will provide consultation, advice and training with respect to marketing, recommended pricing structures, the complete process for facilitating applications as well as on any other matters relating to the business.

6.6 Mojocap will allow the Business Partner to use the trade name, trademarks, and logos, subject to written approval, and only whilst this Agreement is in full force.

6.7 Mojocap shall provide training in its business methods, online and at its offices from time to time. The Business Partner shall be responsible for the payment of:

6.7.1 all expenses pertaining to travel, subsistence, and materials for each trainee and

6.7.2 for travel and subsistence expenses, if necessary, for any of the trainers provided by Mojocap for the exclusive onsite benefit of the Business partner;

7. THE BUSINESS PARTNER’S RIGHTS AND OBLIGATIONS

7.1 In general the Business Partner:

7.1.1 shall at all times act as an independent Business Partner and nothing in this Agreement shall be construed as creating an employer/employee contract or relationship. This Agreement shall not be construed as creating any form of partnership, joint venture, or any other form of legal entity to which Mojocap and the Business Partner are a party. The Business Partner shall not be entitled to bind the credit of Mojocap whilst giving effect to the provisions of this Agreement or in any other manner;

7.1.2 shall at all times act in good faith towards Mojocap and comply with all requests made by Mojocap, the Business Partner shall not cause Mojocap to breach any of its obligations to a Service Provider;

7.1.3 shall use its best endeavors to promote, market and sell the products and services offered by Mojocap to its Clients, third parties and potential End-User/s;

7.1.4 shall provide all information required by Mojocap for every application submitted to Mojocap, for submission to its Service Providers, in accordance with the requirements of the relevant application being made;

7.1.5 shall ensure that it will not incur any liability on behalf of Mojocap and shall not represent itself (whether expressly or by implication) to be acting for and on behalf of Mojocap other than as an independent Business Partner and in terms of this Agreement.

7.1.6 shall at all times and to the extent applicable, have an appropriate knowledge of all Mojocap’s products and services and shall accurately communicate and promote such products and services to potential Clients;

7.1.7 shall not make any misrepresentations, false or misleading statements (whether expressly or by implication) in respect of the products and services or any other matter, to any potential or existing client;

7.1.8 shall not be entitled to charge, collect or receive any fee, money or installment from any client in respect of any matter whatsoever arising from this Agreement. All amounts payable by a client to a Service Provider or supplier, arising from the Business Partner having successfully carried out its function in terms of this Agreement shall be paid directly to the Service Provider and shall specifically not be paid to the Business Partner.

7.1.9 shall at all times, during the continuance of this Agreement, provide or display an Identification Card, while interacting with prospective Clients. In those instances where the Business Partner is a company or close corporation, it shall ensure that all its staff, engaging in the execution of the Business Partners duties in terms of this Agreement, are in possession of and provide or display an identification card to its prospective Clients;

7.1.10 acknowledges that from time to time, Mojocap shall, in its sole discretion and upon (30) days notice, where possible, to the Business Partner, be entitled to unilaterally amend, replace, suspend or discontinue any of the products or services, or the profit structures and the Business Partner shall have no claim whatsoever against Mojocap arising from or in connection with such action.

7.1.11 agrees and acknowledges that at no stage whatsoever shall the Business Partner be entitled to operate from Ubuntu Connect branded premises. In the event of the Business Partner electing to operate from Ubuntu Connect branded premises then the Business Partner shall ensure that they have obtained Mojocaps prior written approval to do so;

7.1.12 agrees and acknowledges that it shall adhere to the terms and conditions of the Ubuntu Connect website, Online Business Center and all notices and communications sent to it by Mojocap from time to time in regards to, but not limited to the promotion, marketing and application facilitation process of products and services. The Business Partner agrees that such notices may be sent electronically via email to the Business Partner’s email address as reflected in this Agreement and that it is the Business Partners Responsibility to ensure that it has read and understood such notices.

7.1.13 shall at all relevant times, when executing its duties in terms of this Agreement and in general when representing Mojocap, adhere to and ensure compliance with all regulations implemented by any legislation within the Republic of South Africa, industry norms and rules determined by Mojocap and / or any other transactions as applicable, including but not limited to:

• The Consumer Protection Act 68 of 2008

• Section 86 of the National Credit Act 34 of 2005

• Section 74 of the Magistrate’s Courts Act 32 of 1944

• the Insolvency Act

• The Electronic Communications and Transactions Act 25 of 2002 as amended

It is the Business Partners’ responsibility to ensure that it has sufficiently familiarized itself with the aforementioned legislation, codes, and regulations, summaries of which are available in the Online Business Center.

7.1.14 agrees that Mojocap shall be entitled (in its sole and absolute discretion) to set targets that the Business Partner will be obliged to attain, should this be enforced on Mojocap by any of its Service Providers. Such Targets, if implemented, will include but not be limited to the number of applications submitted and products ordered by the Business Partner monthly and averaged over a 90 day period.

7.1.15 shall maintain all books and financial records in accordance with generally accepted accounting practices and principles and will be responsible for its own tax assessments and payments.

7.2 In respect of the Business Center, the Business Partner:

7.2.1 shall be granted limited access to the Business Center and / or any other system that Mojocap may deem appropriate, in which event the Business Partner shall not do, or cause anything to be done, that may negatively interfere with and / or effect the systems in any manner whatsoever. Access to these systems is granted by Mojocap, at its sole discretion;

7.2.3 acknowledges that access to the Online Business Center is subject to a yearly fee being paid. Failure to pay the yearly fee will result in the Business Partner’s access being suspended until such time as all fees and late payments penalties have been paid up to date.

7.3 In respect of the application process, the Business Partner:

7.3.1 acknowledges that the Business Partner may not provide any advice of any nature whatsoever to any client and is only facilitating the application process on behalf of the client;

7.3.2 acknowledges that the validity of any application is subject to the accuracy of the application, the clients credit and affordability profile, and the Service Providers credit vetting policy;

7.3.3 shall ensure that all documentation is submitted to Mojocap in a manner that is acceptable to Mojocap as defined within the Business Center;

7.3.4 acknowledges that this agreement is only applicable to transactions where the sale or application occurred prior to processing, clearly identified as an application, lead or referral by the Business Partner.

7.3.5 Mojocap will not be held responsible for any processing mistakes that cannot be rectified due to the incorrect submission of applications or sales. It is the sole responsibility of the Business Partner to keep track of its leads, referrals and submissions.

7.4 In respect of the Intellectual Property, the Business Partner:

7.4.1 agrees that the Business Partner’s use of the Intellectual Property has not and will not at any time create for itself any rights in them, except for those under this Agreement, and if any such rights have been created, the Business Partner undertakes to forthwith assign such rights to Mojocap or to such third party as Mojocap may designate, at the written request of Mojocap;

7.4.2 shall advise Mojocap in writing of any infringement or passing off of any intellectual Property of which it becomes aware, and Mojocap shall in its sole discretion, decide whether or not to initiate proceedings against the party responsible for such infringement or passing off;

7.5 In respect of Signage, Marketing and Marketing Material, the Business Partner:

7.5.1 shall advertise and market the products and services offered by Mojocap, using its own or marketing material supplied by Mojocap to attract prospective Clients and end-user(s);

7.5.2 shall present to Mojocap for its written approval, all marketing materials or office documentation containing the Mojocap trademarks, logos and name, that the Business Partner may require to solicit Clients in terms of this Agreement, PRIOR to it being printed, produced, distributed and / or displayed.

7.5.3 The Business Partner agrees to the use of its details on the Ubuntu Connect website(s) and other advertising mediums thereby allowing customers to obtain products and services from The Business Partner in their area. Such placement is at the discretion of Mojocap and shall at no stage bring either party into disrepute in anyway. Should the Business Partner feel that it does them harm, they may request, in writing, the removal of such listing and it shall be removed within 48 hours.

7.5.4 shall adhere to the Direct Marketing Association of South Africa (“DMASA”)’s code of conduct and regulations and shall adhere to the codes of conduct of the Wireless Application Services Provider Association (“WASPA”).

8. REMUNERATION PAYABLE TO THE BUSINESS PARTNER

8.1 The Business Partner shall have an active bank account in its name with a registered South African bank which will be used for the purpose of remuneration payments.

8.2 The Business Partner shall be entitled to the payment of Remuneration for the due and proper performance of its duties and obligations in terms of this Agreement, upon fulfillment of the following events to the satisfaction of Mojocap and in compliance with the provisions of this Agreement:

8.2.1 The Clients application was complete and accepted by the Service Provider as a valid application.

8.2.2 For the purpose of calculating the Remuneration due to the Business Partner, all business submitted and approved by the Service Providers by the last day of each month, shall be reflected on the Business Partners statement and sent out no later than the 20th business day of the following month.

8.2.3 Mojocap agrees to pay the Business Partner all monies owing above R300 (three hundred rand) within 14 (fourteen) business days from date of receipt of such funds from its Service Providers.

8.2.4 It is the Business Partners’ responsibility to invoice Mojocap however such invoice will not preclude Mojocap from paying into the Business Partners account the amount owed.

8.2.5 The remuneration rates payable to the Business Partner are reflected in the Business Center on the relevant application/order form for every product and service offered by Mojocap.

8.3 Any remuneration payable to the Business Partner will always be calculated on the rate indicated on the application/order form at the time of submission.

8.4 All payments are made by electronic transfer into the bank account reflected in this agreement. Written notification of change to banking details must be received by Mojocap 14 (fourteen) business days prior to Mojocap issuing its monthly statements.

8.5 The Business Partner shall in the following events forfeit Remuneration and not be entitled to payment thereof:

8.5.1 In the event of this Agreement being terminated, as a result of a material breach of this Agreement by the Business Partner. It is hereby agreed that, in such event, the Business Partner’s right to Remuneration shall terminate on the date of termination of this Agreement notwithstanding any pending business and any amounts due and payable as Remuneration, the Business Partner shall forfeit any and all Remuneration still outstanding for business generated up to and including the termination date.

8.5.2 All remuneration payable is subject to Mojocap receiving full payment from its Service Providers. The Business Partner agrees that Mojocap cannot be held liable for the payment of monies not paid by the Service Provider.

8.6 Notwithstanding the aforesaid, in the event that any Service Provider, amends or ceases any service, income or other incentive upon which any amount is payable to the Business Partner in terms of this Agreement, then Mojocap shall be entitled to amend by a similar amount or cease, as the case may be, any such product or service, income or other incentive payable to the Business Partner with immediate effect.

9. CONFIDENTIALITY

9.1 The Business Partner shall at all times unless otherwise agreed in writing by Mojocap, hold the Confidential Information furnished to Mojocap in the strictest confidence and shall use such Confidential Information solely in connection with the business association contemplated in this Agreement. The Business Partner and its employees shall not copy or reproduce the Confidential Information, in whole or in part, by any method whatsoever;

9.2 The Business Partner acknowledges that its duty includes a duty of confidence, good faith, and trust and is required to act in the best interests of its Clients and Mojocap at all times;

9.3 The Business Partner shall not use any business models, processes, or any other systems used by Mojocap for or on behalf of any other competitor of Mojocap, without prior written consent having been obtained from Mojocap.

9.4 All product and service related information imparted to the Business Partner in an effort to assist the Business Partner in promoting and marketing the portfolio of products and services is regarded as intellectual material belonging to Mojocap and must be treated as confidential by the Business Partner.

9.5 The Business Partner irrevocably undertakes not to directly or indirectly, without exception, communicate with Mojocaps Service Providers and will at all times discourage Clients from doing so.

10. INDEMNITY

10.1 The Business Partner irrevocably indemnifies and holds Mojocap harmless against any liability, loss, cost or damage suffered by Mojocap resulting from any action, proceeding or claim made by any client, third party, including an End-User, against Mojocap arising out of any breach of this Agreement or other wrongful act or omission of the Business Partner, its employees, agents or representatives;

10.2 The Business Partner also undertakes to provide the client or the End-User with correct Information and should the Business Partner make any representations to the client or the End-User in any manner, the Business Partner shall be held liable and accountable and in this regard, the Business Partner also indemnifies and holds Mojocap harmless against any actions, claims, costs (including legal costs) losses, damages and any other liability which may be incurred by Mojocap which may result from such misrepresentation;

10.3 Any claim arising from any act or omission by the Business Partner in terms of this Agreement against Mojocap shall entitle Mojocap to apply a set-off between the amount of such claim and any amount owed by Mojocap to the Business Partner, in the event that Mojocap is obliged to pay such claim.

11. SALE OF THE BUSINESS

11.1 The Business Partner shall not be entitled to sell or otherwise alienate the Business or allow anyone to take possession of it, save in accordance with the following provisions:

11.1.1 a copy of the sale agreement between the Business Partner and the prospective buyer shall be delivered to Mojocap. The Business Partner and the prospective buyer shall certify in writing to Mojocap that the copy is a true copy of the whole agreement between them;

11.1.2 the sale agreement shall contain or stipulate a purchase price and the fee payable to Mojocap; a condition that the sale agreement is subject to Mojocap approving the prospective buyer in writing as a Business Partner; a condition which obliges the prospective buyer, if he is approved by Mojocap, to enter into a Business Partner agreement, similar to this Agreement, on Mojocap’s then-current terms;

11.1.3 Mojocap shall not unreasonably withhold its consent to the sale and provided the prospective buyer is acceptable to Mojocap as a Business Partner, then Mojocap shall furnish the written approval contemplated in clause 11.1.2;

12. SET-OFF

12.1 The Business Partner shall not be entitled to set-off any monies payable by him to Mojocap, for any reason whatsoever.

12.2 Mojocap shall be entitled to set-off any monies which the Business Partner owes it, for whatever reason, with monies that Mojocap is to pay to the Business Partner.

13. FORCE MAJEURE

13.1 Mojocap shall not be liable for any delay or failure to perform its obligations if such failure is due to Force Majeure.

13.2 Mojocap shall notify The Business Partner, as soon as practical of any anticipated delay due to Force Majeure. The performance of Mojocap’s obligations under this agreement shall be suspended for the period of the delay due to Force Majeure.

13.3 If a delay due to Force Majeure exceeds 90 (Ninety) days, Mojocap may terminate this agreement immediately on providing notice to The Business Partner;

14. TERMINATION

14.1 Upon the occurrence of one or more of the following events, Mojocap shall be entitled, notwithstanding clause 15, to forthwith terminate this Agreement without notice to the Business Partner:

14.1.1 In case of the voluntary or compulsory sequestration, liquidation or judicial management of the Business Partner, whether provisional or final or if the Business Partner is a company, the passing of any resolution for its winding up;

14.1.2 If the Owner Operator dies and Mojocap does not consent to the beneficiary of the deceased estate taking control of the Business;

14.1.3 If the Business Partner sells or attempts to sell the business to a third party in contravention of clause 11;

14.1.4 If the Business Partner Challenges or contests Mojocap’s ownership of any Trademarks, Trade Name and/or know-how or any other intellectual material or proprietary rights which Mojocap may claim as its property;

14.1.5 If the Business Partner provides Mojocap, Clients or End-user(s) or any other third parties with misleading or false information in respect of the Business;

14.1.6 If the Business Partner or his representative makes misleading statements or omits to inform Mojocap of any fact likely to disqualify him from operating the Business;

14.1.7 If at any time, control of the Business Partner is acquired by a person who does not have control of the Business Partner at the commencement date of this Agreement. “Control” as used in this clause shall include the ownership of 51% (fifty-one percent) or more of the share capital of the Business Partner or the power to control the affairs of the Business Partner.

14.1.8 If the Business Partner fails to comply or adhere to the provisions of this Agreement, or with reasonable operating standards prescribed by Mojocap from time to time, all of which are agreed to be material and go to the root of this Agreement;

14.1.9 If the Business Partner operates or does anything that, in the reasonable opinion of Mojocap, shall damage its name, image or reputation; then, without prejudice to any of its rights, Mojocap shall be entitled to immediately terminate this Agreement.

14.2 On termination of this Agreement:

14.2.1 All rights and obligations between the parties under this Agreement shall forthwith be terminated and the Business Partner shall immediately discontinue the use of the Trade Name, any name of which Mojocap is the proprietor, if prior permission had been granted, the Trademarks and any forms of advertising indicative of Mojocap’s Business methods;

14.2.2 Any marketing material and any other items bearing the Trademark and/or Trade name or any other goods which are owned or associated with Mojocap shall be returned to Mojocap;

14.2.3 The Business Partner shall ensure that all monies owing to Mojocap are paid immediately and in this regard, a certificate signed by the Financial Director of Mojocap whose appointment and authority need not be proved, shall be prima facie proof of the indebtedness of the Business Partner to Mojocap and as reflected therein;

14.2.4 The Business Partner shall immediately cease to make use of the Intellectual Property, the Business Center and the non-exclusive authority granted to the Business Partner shall be canceled; The Business Partner shall sign all documents and do all things necessary to return to Mojocap all items containing, reflecting or referring to the Intellectual Property;

14.3 Notwithstanding any provisions to the contrary in this Agreement, Mojocap reserves the right to terminate this Agreement, on a basis of convenience and in its sole discretion and may do so at any time upon 6 (six) calendar months written notice to the Business Partner. In the event of such termination, the Business Partner is obliged to adhere to the provisions of clause 14.2 of this Agreement.

15. BREACH

15.1 Should any Party to this Agreement commit a breach of any provisions of this Agreement and fail to remedy such breach within 7 (SEVEN) days after receiving written notice from the other Party requiring it to do so, the other Party may, without prejudice to any right it may have whether to claim damages, claim specific performance or cancel this Agreement, without further notice, and subject to such further claims that it shall be entitled to in Law, plus costs.

15.2 Notwithstanding the provisions of clause 15.1, should either party breach any material term of this Agreement which breach is not capable of remedy, then Mojocap shall be entitled to terminate this Agreement with immediate effect. A material breach of this Agreement will include, but not be limited to, any conduct by the Business Partner or its employees which in Mojocap’s reasonable opinion is prejudicial to its good name, reputation and interests;

16. DISPUTE RESOLUTION

16.1 The Parties irrevocably agree that any dispute whatsoever arising from this Agreement shall be settled according to the following procedure:

16.1.1 The Parties shall firstly utilise their best efforts to attempt to settle the dispute amicably between them by negotiation. This entails that the one party invites the other in writing to a meeting at the Mojocap offices, to attempt to resolve the dispute within five (5) days from the date of written invitation;

16.1.2 Failing agreement as referred to in clause 16.1.1 above the dispute shall be referred to and be determined by arbitration in terms of this clause, provided that a party to the dispute has demanded the arbitration by written notice to the other party.

16.1.3 All unresolved disputes and or claims will be dealt with under the laws of arbitration. The help of any third party other than an officially appointed arbitrator (appointed by The Law Society of South Africa (LSSA) for disputes of a Legal nature and appointed by The South African Institute of Chartered Accountants for disputes of an accounting nature) is prohibited and disclosure to such illegal third party will be seen as a serious breach of trust

16.1.4 The arbitration shall be held at Johannesburg with only the representatives and legal representatives of the Parties to the dispute present there at in an informal manner, without any pleadings or discovery of documents and without it being necessary to observe the strict rules of evidence; and in terms of the Arbitration Act, No 42 of 1965, it being the intention that the arbitration shall be held and completed within 60 (sixty) days after it was demanded.

16.1.5 The decision of the arbitrator shall be final and binding on the Parties to the dispute and may be made an order of any competent Court at the instance of any of the Parties to the dispute.

16.2 The provisions of this clause:

16.2.1 constitute an irrevocable consent by the Parties to any proceedings in terms hereof and no party shall be entitled to withdraw therefrom or claim at any such proceedings that it is not bound by such provisions;

16.2.2 are severable from the rest of this Agreement and shall remain in effect despite the termination of or invalidity for any reason of this Agreement.

16.2.3 In respect of any legal proceedings arising out of or in connection with this Agreement, the Parties hereby consent to the non-exclusive jurisdiction of the High Court of South Africa.

17. DOMICILIUM

17.1 For all purposes arising from or pursuant to this Agreement, the Parties hereby choose as their respective domicilium citandi et executandi, the following addresses:

Physical Address:

Spaces Office Park, Corner 3rd Ave and Cedar Road, Broadacres, Johannesburg

The Business Partner

As per Physical Address received via the Business Partner

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

18. SEVERABILITY

18.1 In the event that any of the terms of this Agreement are found to be invalid. Unlawful or unenforceable, such terms shall be severable provided that the remaining provisions shall remain of full force and effect. If any valid term is capable of amendment to render it valid, the Parties agree to negotiate an amendment to render it valid.

18.2 Notwithstanding clause 18.1 above, in the event that any clause is invalid or unenforceable which shall, in the opinion of Mojocap, adversely affect Mojocap’s right to receive payment of fees or remuneration by whatever means payable to Mojocap, then Mojocap shall have the right to terminate this Agreement on 15 (fifteen) days written notice to the Business Partner.

19. NON-VARIATION

No alteration of, variation of, or addition to this Agreement or this clause or cancellation thereof by consent shall be of any force or effect unless reduced to writing and signed by the Parties or their duly authorised representatives.

20. WHOLE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and no other conditions, warranties, guarantees and representations shall be of any force or effect other than those, which are included herein, the Parties recording that they shall exercise their best endeavors to act hereunder in compliance with the NCA and CPA. In the event that any of the provisions of this Agreement are in conflict with the NCA and CPA, the Parties agree that such conflicting provisions shall automatically not form part of the agreement between them, with the remaining provisions of the Agreement being of full force and effect.

21. NON-WAIVER

No failure by a Party to enforce any provision of this Agreement shall constitute a waiver of such provision or affect in any way a Party’s right to require performance of any such provision at any time in the future, nor shall the waiver of any subsequent breach nullify the effectiveness of the provision itself.

22. CESSION

22.1 The Business Partner shall be entitled to cede or assign any of its rights or obligations under this Agreement with the prior approval and written consent of Mojocap.

22.2 Mojocap shall be entitled to, with notice to the Business Partner, cede or assign all or any of their rights and obligations hereunder.

23. GOVERNING LAW

This Agreement will be governed, interpreted, and take effect in accordance with the laws of the Republic of South Africa.

24. UNDERTAKINGS

The Business Partner acknowledges that he has read the terms and conditions of this Agreement and all its provisions and fully understands them.