SERVICES AGREEMENT
BETWEEN
RANDGOLD & EXPLORATION COMPANY LIMITED
("RANDGOLD")
AND
RANDGOLD RESOURCES LIMITED
("RESOURCES")
1. RECORDAL
1.1 With effect from 30 September 1997 all management contracts and other
arrangements between Randgold and the mining companies making up the
Randgold Group were terminated.
1.2 Resources does not have a corporate presence in South Africa, being
managed and controlled outside of South Africa. Certain staff required
by Resources are located in South Africa and Resources requires the
services of Randgold in South Africa to provide office accommodation,
payroll administration and other services in respect of the staff
located in South Africa.
1.3 Randgold is able and willing to provide the services required by
Resources and Resources is willing to enter into an agreement with
Randgold for the provision of the services on a commercial basis as
set out herein.
2. SERVICES TO BE PROVIDED
2.1 Resources has identified the following services which it requires to
be provided in South Africa by Randgold:
o Office accommodation and related services such as reception,
communications, office equipment and furniture.
o Payments and accounting for goods and services to its operations
in Africa and elsewhere which are sourced from South Africa.
o Payroll service for the remuneration of staff located in and
outside South Africa.
o Purchasing of goods and services from South Africa and the
procurement of insurance for operational requirements.
o Company secretarial.
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o Legal consulting.
2.2 Resources understands and accepts that certain of the above services
are supplied by Randgold on a non-exclusive basis and that Randgold
may provide services to other companies. Randgold undertakes not to
supply services to a competitor of Resources without the prior written
approval of Resources.
2.3 Randgold has agreed to provide the services set out in 2.1 to
Resources.
3. FEE FOR SERVICES
3.1 For the provision of the services set out in 2.1 Randgold will be paid
a fee of R330 000 per month plus a xxxx-up of 25% for the period from
1 October 1997 to 31 March 1998. From 1 April 1998 this fee will
increase to R410 000 per month plus a xxxx-up of 25%.
3.2 The monthly fee is payable by Resources to Randgold within 14 days of
the date of the invoice.
3.3 The services and the fee will be reviewed between Randgold and
Resources on a quarterly basis.
4. INFORMATION
Resources will make available to Randgold any information which may
reasonably be required for Randgold to carry out its duties in terms
hereof.
5. DELEGATION
Randgold may;
5.1 contract on behalf of Resources for any services or other
requirements, the costs of which, if borne by Randgold shall be paid
directly by Resources;
5.2 subject to such terms and conditions mutually agreed between Randgold
and Resources, from time to time delegate to any person, firm or
company all or any of the services undertaken by it in terms hereof
and may appoint or employ outside consultants or outside firms or
independent agents on behalf of Resources;
5.3 subcontract any of the services.
6. LOSS OR DAMAGE
6.1 All work to be conducted by Randgold shall be performed with due care
and diligence and in good workmanlike manner.
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6.2 Notwithstanding the provisions of 6.1, Randgold shall not be
responsible for any liability, loss or damage suffered or incurred by
Resources, which may arise as a result of or in consequence of any act
or omission of Randgold, its employees or agents and which is related,
either directly or indirectly to the implementation of this agreement,
whether or not such liability, loss or damage is caused or incurred
through or as a result of any act or omission or negligence of
Randgold, its employees or agents.
7. INDEMNITY
Resources hereby indemnifies and holds Randgold harmless against all claims
of whatever nature which may be brought against Randgold by any person
whomsoever arising out of or in any way attributable to Randgold having
acted in terms of this agreement, and all legal costs, liability, damages
or expenses which Randgold may suffer, sustain or incur in respect of or
arising out of such claims.
8. DURATION
The services to be provided by Randgold under this agreement shall commence
on 1 October 1997 and shall continue, and shall remain in force until
terminated by either party on 6 (six) months' written notice to the other
party. A shorter notice period may be arranged by mutual agreement between
the parties.
9. ARBITRATION
Any dispute, difference or question which may arise at any time hereafter
between the parties relating to the true construction of this agreement or
the rights and liabilities of the parties, which is not solved amicably
between the parties within 30 (thirty) days of that dispute, difference or
question arising shall, in the absence of agreement to the contrary between
the parties, be referred to arbitration.
10. GOVERNING LAW
This agreement shall be governed and interpreted in every respect in
accordance with the laws of South Africa and the parties undertake to
submit to the jurisdiction of the South African Courts.
11. DOMICILIUM
The parties hereto choose as their domicilium citandi et executandi the
following address:
11.1 Resources : Xx Xxxxx Xxxxxxxx
Xx. Xxxxxx
Xxxxxx XX0 0XX
Channel Islands
Fax No. (00) 0000 000000
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11.2 Randgold : 0 Xxxxx Xxxxxx
Xxxxx
Xxxxxxxxxxxx
Xxxxx Xxxxxx
Fax No. 00-00-000-0000
Either party shall be entitled to change its aforesaid address to another
address on giving the other party 7 (seven) days written notice of
such proposed change of address.
12. CONFIDENTIAL INFORMATION
12.1 Any information or data obtained by either party to this agreement
arising from the implementation of this agreement shall be treated as
strictly confidential by both the parties and their affiliates and
shall not be divulged or permitted to be divulged to any person not
being a party to this agreement, without the prior written consent of
the other party to this agreement, it being the intent and purpose of
the parties to this agreement to prevent unjust enrichment resulting
from unauthorised disclosure or use of data obtained, provided,
however, that any information and data which is required to be
furnished by law or contract or by any Stock Exchange on which the
shares of either party to this agreement are listed or quoted, may be
so furnished. Either party to this agreement shall be entitled to make
such information available to its shareholders as may be necessary to
enable that party to appraise its shareholders of the value and
prospects of their shareholdings. Every effort shall however be made
to consult fully with the other party to this agreement on all
proposed releases of information with a view to avoiding untimely or
damaging disclosures.
12.2 Nothing in this clause 12 shall preclude either party under this
agreement from divulging any information to any person who is
negotiating with such party to this agreement for the acquisition of
any interest in such party to the agreement, provided that the person
to whom any disclosure is made in the aforesaid circumstances shall
first have undertaken in writing not to divulge such information to
any other person.
Signed at Jersey on the 19th day of January 1998.
AS WITNESSES: FOR AND ON BEHALF OF
RANDGOLD RESOURCES LIMITED
1. /s/ XXXXX X. XXXXXX /s/ [ILLEGIBLE]
____________________ ________________________
Director
2. /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
____________________ ________________________
Director
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Signed at Johannesburg on the 17th day of February 1998.
AS WITNESSES: FOR AND ON BEHALF OF
RANDGOLD & EXPLORATION COMPANY
LIMITED
1. /s/ XXXXX X. XXXXXX /s/ [ILLEGIBLE]
____________________ _________________
Director
2. /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
____________________ _________________
Director
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[LOGO] RANDGOLD [LETTERHEAD OF RANDGOLD]
TO: MR P RAMA
FROM: X XXXXXXXX
DATE: 24 FEBRUARY 1999
COPY TO: XX X X XXXXXXXX
XX X X XXXXXXX
________________________________________________________________________________
RANDGOLD RESOURCES COSTS INCURRED
BY RANDGOLD & EXPLORATION
I would like to confirm our recent discussion on cost allocations as follows;
1. The present system, in which Randgold & Exploration incurs South
African based costs on behalf of Randgold Resources and then charges
these out plus a xxxx-up, will cease from 31 March 1999.
2. From 1 April 1999 the following will apply:
(a) All costs of running 0 Xxxxx Xxxxxx will be for the account of
Randgold Resources. These costs include all photocopy machines, faxes,
telephones, cleaning, electricity and water and security charges.
(b) All costs of staff employed by Randgold & Exploration will be for the
account of Randgold Resources other than;
o R A R Kebble's rand based salary
o P Rama
o M Labuschange
o R Lindsay
o C Breedt
x X Xxxxx
(By way of explanation J Xxxxx'x Randgold Resources costs will
offset D Haddon's Randgold & Exploration costs).
(c) Randgold & Exploration will continue to pay for its own corporate
costs for its own account. These costs include all stock exchange
costs, audit fees, Du Plessis Associates costs and any direct
travelling or other costs associated with Randgold & Exploration's
corporate business.
(d) All South African and Namibian exploration and mineral rights costs
will continue to be paid/received by Randgold & Exploration and for
its account.
(e) Randgold Resources will receive a monthly invoice for payment to
Randgold & Exploration in respect of rent for 5 Press Avenue. The
amount will be calculated on an interest rate applied to the capital
cost of R 3,4 million and a deduction will be made for rent
receivable from Rand Leases Properties.
From 1 April 1999 all accounts received by Xxx Xxxxxxxxxxx for costs payable by
Randgold Resources should be handed to the Randgold Resources accounts personnel
for payment and processing.
/s/ XXXXX XXXXXXXX
__________________
