Exhibit 10.11
AGREEMENT
Entered into between
XXXXXXXXXX.XXX OR ITS NOMINEE
and
XXXXXXX XXXXXXXXXXX
(Identity No. 0000000000000)
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TABLE OF CONTENTS
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CLAUSE NO. DESCRIPTION PAGE
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1 INTERPRETATION AND PRELIMINARY ........................ 2
2 APPOINTMENT OF EMPLOYEE AND FURTHER BRANCHES .......... 6
3 PERIOD OF EMPLOYMENT .................................. 6
4 EFFECT OF TERMINATION OF EMPLOYMENT ................... 7
5 SUSPENSION OF EMPLOYMENT .............................. 8
6 DUTIES OF EMPLOYEE .................................... 8
7 REMUNERATION .......................................... 10
8 INVENTIONS, DISCOVERIES AND COPYRIGHT ................. 10
9 LEAVE ................................................. 11
10 OUT OF POCKET EXPENSES ................................ 12
11 RESTRAINT OF TRADE .................................... 12
12 GENERAL ............................................... 17
13 DOMICILIUM CITANDI ET EXECUTANDI ...................... 18
14 RESIGNATION ........................................... 19
15 COSTS ................................................. 19
16 SMOKING POLICY ........................................ 19
17 SAFETY AND HEALTH ..................................... 20
18 COUNTERPARTS .......................................... 20
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WHEREBY IT IS AGREED AS FOLLOWS:
1. INTERPRETATION AND PRELIMINARY
The headings of the clauses in this agreement are 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 hereof. Unless a contrary intention clearly appears -
1.1. words importing -
1.1.1. any one gender include the other two genders;
1.1.2. the singular include the plural and vice versa;
and
1.1.3. natural persons include created entities
(corporate or unincorporated) and the state and
vice versa;
1.2. the following terms shall have the meanings assigned to them
hereunder and cognate expressions shall have corresponding
meanings, namely -
1.2.1. "Act" means the Labour Relations Act, 1995;
1.2.2. "board" means the board of directors of the
company from time to time;
1.2.3. "competing services" means any services rendered
in competition with the prescribed services;
1.2.4. "company" means Xxxxxxxxxx.Xxx Inc. A Nevada
corporation with limited liability incorporated in
terms of the laws of the USA with registered
office at 000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx or
its nominee as appointed in terms of the agreement
of sale between Xxxxxxxxxx.Xxx Incorporated and
Top Copy CC;
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1.2.5. "employee" means Xxxxxxx Xxxxxxxxxxx an adult male
currently residing at Ta Meteora, Price Drive,
Constantia, Cape Town, Republic of South Africa;
1.2.6. "effective date" means 1 May 1999;
1.2.7. "prescribed areas" means each magisterial district
in the Western Cape;
1.2.8. "prescribed clients" means any person -
1.2.8.1. who is or was a client of the company at
the termination date or of Top Copy at
the effective date; or
1.2.8.2. who is or was a prospective client of
the company at the termination date or
of Top Copy at the effective date whom
the employee had approached to do
business with the company within the
period of 1 (one) year preceding the
termination date or whom the employee
had approached to do business with Top
Copy, within the period of one year
preceding the effective date; or
1.2.8.3. to whom prescribed services were
rendered by the company within the
period of 1 (one) year preceding the
termination date or by Top Copy within
the period of one year preceding the
effective date;
1.2.9. "prescribed services" means any services rendered
by the company or Top Copy in the ordinary course
of business;
1.2.10. "prescribed suppliers" means any person who -
1.2.10.1. is or was a supplier of prescribed
services to the company at the
termination date or to Top Copy at the
effective date; or
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1.2.10.2. was a prospective supplier of prescribed
services to the company at the
termination date or to Top Copy at the
effective date whom the employee had
approached to do business with the
company within the period of 1 (one)
year preceding the termination date or
with Top Copy within the period of one
year of the effective date;
1.2.10.3. supplied prescribed services to the
company within the period of 1 (one)
year preceding the termination date or
to Top Copy within the period of one
year preceding the effective date;
1.2.11. "termination date" means the date upon which the
employee's employment by the company ceases being,
1 September 2001 or is terminated for any reason
whatsoever, whichever occurs first;
1.2.12. "Top Copy" means the business of copying and
specialist printing and bureau digital printing
presently conducted by Top Copy CC, under the name
TOP COPY as sold in terms of an agreement of sale
between Xxxxxxxxxx.xxx and Top Copy CC dated 20
May 1999.
1.3. any reference in this agreement to "date of signature
hereof" shall be read as meaning a reference to the date of
the last signature of this agreement;
1.4. any reference to an enactment is to that enactment as at the
date of signature hereof and as amended or re-enacted from
time to time;
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. when any number of days is prescribed in this agreement,
same shall be reckoned exclusively of the first and
inclusively of the last day unless the last day falls on a
Saturday, Sunday or public holiday, in which case the
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last day shall be the next succeeding day which is not a
Saturday, Sunday or public holiday;
1.7. where figures are referred to in numerals and in words, if
there is any conflict between the two, the words shall
prevail;
1.8. expressions defined in this agreement shall bear the same
meanings in schedules or annexures to this agreement which
do not themselves contain their own definitions;
1.9. reference to day/s, month/s or year/s shall be construed as
Gregorian calendar day/s, month/s or year/s;
1.10. the use of any expression in this agreement covering a
process available under South African law such as a
winding-up (without limitation elusdem generis) shall, if
any of the parties to this agreement is subject to the law
of any other jurisdiction, be construed as including any
equivalent or analogous proceedings under the law of such
defined jurisdiction;
1.11. where any term is defined within the context of any
particular clause in this agreement, the term so defined,
unless it is clear from the clause in question that the term
so defined has limited application to the relevant clause,
shall bear the meaning ascribed to it for all purposes in
terms of this agreement, notwithstanding that that term has
not been defined in this interpretation clause;
1.12. the expiration or termination of this agreement shall not
affect such of the provisions of this agreement as expressly
provide that they will operate after any such expiration or
termination or which of necessity must continue to have
effect after such expiration or termination, notwithstanding
that the clauses themselves do not expressly provide for
this;
1.13. the rule of construction that the contract shall be
interpreted against the party responsible for the drafting
or preparation of the agreement, shall not apply.
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2. APPOINTMENT OF EMPLOYEE AND FURTHER BRANCHES
2.1. The Company appoints the employee as the manager of the
Claremont Branch of Top Copy. The employee accepts such
appointments.
2.2. If the company decides to establish further branches, the
company shall offer the position of manager of the first two
subsequent branches established by the company, to the
employee. The terms of such appointment(s) to be agreed upon
by the parties within 14 (fourteen) days of the company
making the offer to the employee to manage the branch in
question. Notwithstanding the aforementioned it is agreed
that the minimum remuneration that shall be offered to the
employee in respect of such appointment(s) in addition to
the remuneration payable to terms of 7.1 shall be -
2.2.1 R7 500,00 (seven thousand five hundred rand)
payable at the end of the first month of
commencement of conducting business by the new
branch;
2.2.2. R7 500,00 (seven thousand five hundred rand)
payable at the end of the first month of
commencement of conducting business by the new
branch;
2.2.3. R10 000,00 (ten thousand rand) payable at the end
of the first month of commencement of conducting
business by the new branch;
2.2.4. the remuneration in respect of the remaining term
of appointment shall be agreed upon by the
parties, but shall not be less than R10 000,00
(ten thousand rand) for the remaining term of the
appointment.
3. PERIOD OF EMPLOYMENT
The employee's employment shall commence on 1 September 1999 until 1
September 2001 thereafter it shall be terminable on not less than 1
(one) calendar months' written notice given by the company or the
employee to the other, provided that:
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3.1. the company shall be entitled to terminate the employee's
employment summarily (or on such other basis as it considers
appropriate) if the employee:
3.1.1. is guilty of conduct justifying a summary
dismissal according to the common law; and/or
3.1.2. is guilty of conduct which is likely to bring
himself or the company into disrepute or is
convicted of an offence involving dishonesty;
and/or
3.1.3. commits a breach of any of the terms of this
agreement; and/or
3.1.4. becomes incapacitated, which shall mean that -
3.1.4.1. he is precluded in terms of any statute
from holding office as a director; or
3.1.4.2. he has suffered some illness or
disability which has precluded him from
providing his services hereunder for a
period in excess of 28 (twenty eight)
days in the determination of which
intermittent returns to work or service
which do not constitute a bona fide
resumption of duties shall be
disregarded;
Any termination in terms of this clause 3 will not be or
deemed to be unlawful, unfair or an unfair labour practice
as defined in the Act. To the extent that such termination
may otherwise have accorded the employee the right to seek
reinstatement by, or any other form of redress against the
company whether under the Act or otherwise, such right is
hereby waived by the employee.
4. EFFECT OF TERMINATION OF EMPLOYMENT
The termination of the employee's employment for any reason whatsoever
shall not affect the operation of any provisions of this agreement to
the extent to which they confer rights or impose obligations upon the
parties which are exerciseable or enforceable after the termination
date, and such provisions shall to that extent continue to be of full
force and effect. The termination of the employee's
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employment shall furthermore not prejudice any rights which have
accrued to the parties as at the termination date.
5. SUSPENSION OF EMPLOYMENT
If the company suspects that the employee is guilty of the conduct
referred to in clause 3.1 and/or clause 3.1.1, or any other conduct
which may, if proved, justify his dismissal, or has committed a breach
of any of the terms of this agreement, it may, pending a duly
constituted enquiry into the alleged conduct in question, but without
prejudice to its right of summary dismissal in terms of clause 3.1 and
without giving rise to any claim for damages or otherwise against it,
suspend the employee for a period not exceeding 30 days during which
the employee shall:
5.1. not be entitled to attend work at the premises of the
company;
5.2. be entitled to his normal salary.
6. DUTIES OF EMPLOYEE
The employee shall:
6.1. devote the whole of his time and attention during the
company's normal business hours, and such reasonable amount
of additional time as may be necessary on an unpaid basis,
having regard to the exigencies of the business of the
company, to the business and affairs of the company and
shall not, before the termination of this agreement or
during any period after such date in which he is employed by
the company, without the company's prior written consent,
whether as proprietor, partner, director, shareholder,
member, employee, consultant, contractor, financier, agent,
representative, assistant, trustee or beneficiary of a trust
or otherwise, and whether for reward or not, directly or
indirectly be interested or engaged in or concerned with or
employed by any business, trade, undertaking or concern:
6.1.1. other than that of the company; or
6.1.2. which competes with any business carried on by the
company,
the undertakings in clauses 6.1.1 and 6.1.2 being separate,
provided that he shall not be deemed to have breached his
undertakings by reason of:
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6.1.3. his having bona fide financial interests in
businesses, trades, undertakings or concerns which
do not directly or indirectly compete with the
company which have been disclosed to the company
in writing and/or after disclosing his intention
to do so to the company in writing he accepting
appointment as a non-executive director of such
businesses, trades, undertakings or concerns and
devoting a reasonable amount of time to such
financial interests and directorships, provided
that no such interests of or activities by the
employee are prejudicial to or adversely affect
the performance of his duties hereunder; and/or
6.1.4. his holding shares in any company the shares of
which are listed on a recognised stock exchange if
the shares owned by him and the persons, companies
and trusts referred to in clause 11.3.4 do not in
the aggregate constitute more than 5% (five per
cent) of any class of the issued share capital of
such company; and/or
6.1.5. he being an officer of or holding shares in the
company;
6.2. obey the orders and directions of the board, any managing
director and any properly authorised officer or official of
the company, shall carry out such functions and duties as
are from time to time assigned to him and are consistent
with his status and use his utmost endeavours to protect and
promote the business and interests of the company and to
preserve its reputation and goodwill;
6.3. not, during the operation of this agreement or thereafter,
regardless of the reason for termination of his employment,
use for his own benefit or for the benefit of any other
person or divulge or communicate to any person or persons,
except to those of the officials of the company whose
province it is to know the same, any of the company's
secrets or nay other information which he may receive or
obtain in relation to the company's affairs or its customers
or to the working of any process or invention or to any
marketing technique which is carried on or used by the
company;
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6.4 be true and faithful to the company in all dealings and
transactions whatsoever relating to its business and
interests;
6.5. submit to the board or to any person nominated by it, such
information and reports as may be required of him in
connection with the performance of his duties and the
business of the company;
6.6. not, at any time during the operation of this agreement,
directly or indirectly, act in the manner referred to in
clause 11.3 and 11.4 or attempt to do so;
6.7 disclose to the board forthwith all acts and omissions known
to him of any other employee of the company which constitute
a breach of his or her obligations to the company from
whatsoever cause arising;
7. RENUMERATION
7.1. As remuneration for his services hereunder the company shall
pay the employee a salary at the rate of R15 000 (fifteen
thousand rand) per month which shall be payable on the last
business day of each month and which shall be subject to
review, but not reduction, by the company from time to time.
The package may be structured in such a manner as may
lawfully achieve the optimum fax efficiency for the benefit
of the employee.
7.2. The company shall pay the employee a performance-based bonus
at the end of each financial year in accordance with the
criteria to be agreed upon between the company and the
employee within a reasonable period after the commencement
of his employment and such bonus shall be based upon the
performance of Top Copy. Only as regards in his first
performance appraisal, the company guarantees the employee a
minimum performance bonus of R25 000,00 (twenty five
thousand rand) at the end of September, 2000.
8. INVENTIONS, DISCOVERIES AND COPYRIGHT
8.1. Any discovery or invention or secret process or improvement
in procedure made or discovered by the employee in the
course and scope of his employment by the company in
connection with or in any way affecting
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or relating to the business of the company or capable of
being used or adapted for use by the company or in
connection with its business shall be disclosed to the
company and shall belong to and be the absolute property of
the company.
8.2. The employee shall, if and when required by the company,
apply or join with the company at its expense in applying
for Letters Patent or other equivalent protection in the
Republic of South Africa or in any other part of the world
for such discovery, invention, process or improvement and
shall at the company's expense execute all instruments and
do all things necessary for vesting the said Letters Patent
or other equivalent protection in the name of the company as
sole beneficial owner or in the name of such other person as
the company may nominate.
8.3. Insofar as may be necessary the employee assigns to the
company the copyright in all present and future works
eligible for copyright, including, without limitation,
literary or artistic works or software programmes of which
he may be the author, which works were or are created,
complied, devised or brought into being during the course
and scope of his employment by the company. No consideration
shall be payable by the company to the employee in respect
of this assignment.
8.4. All reports, manuals, financial statements, budgets,
indices, research papers, letters or other similar documents
(the nature of which is not limited by the specific
reference to the aforegoing items) which are created,
compiled or devised or brought into being by the employee or
come into the employee's possession during the course and
scope of his employment by the company and all copies
thereof will be the property of the company and, upon the
termination date or earlier if required by the company, such
documents and all copies shall be returned to the company.
9. LEAVE
The employee shall be entitled to 28 (twenty-eight) days leave on full
pay in respect of each 12 (twelve) months' cycle of employment, to be
taken at such time or times as are convenient to the company. Leave
not taken when it is due otherwise than at the instance of the company
may not be accumulated.
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10. OUT OF POCKET EXPENSES
The company shall refund to the employee the out-of-pocket expenses
incurred by him on behalf of the company which are substantiated by
vouchers therefore and which have been approved by the board or are
incurred in accordance with the principles determined by it from time
to time.
11. RESTRAINT OF TRADE
11.1. It is agreed that in the course of his duties the employee:
11.1.1. has acquired and/or will acquire considerable
know-how in and will learn of the company's
techniques and/or business methods relating to the
provision of Copying on demand and Printing
Services and other related services;
11.1.2. will have access to names of clients and suppliers
with whom the company does business whether
embodied in written form or otherwise;
11.1.3. will have the opportunity of forging personal
links with clients and suppliers of the company;
and
11.1.4. generally will have the opportunity of learning
and acquiring the trade secrets, business
connections and other confidential information
appertaining to the company's business;
11.2. It is acknowledged that the only effective and reasonable
manner in which the company's rights in respect of its
business secrets and client connection can be protected is
the restraint imposed upon the employee in terms of this
clause 11, subject to the payment by the company to the
employee of the amount of R240 000,00 (two hundred and forth
thousand rand) which said R240 000,00 (two hundred and forty
thousand rand) shall be payable by the company to the
employee in 2 (two equal annual payments of R120 000,00 (one
hundred and twenty thousand rand) each, the first whereof
shall be due and payable by the company to the employee on 1
September 1999 and the second and subsequent payments being
due and payable by the company to the employee on 1
September 2000.
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11.3. Without derogating from the employee's obligations under
clause 6.1 the employee shall not, for 2 (two) years from
the termination date, whether as proprietor, partner,
director, shareholder, member, employee, consultant,
contractor, financier, agent, representative, assistant,
trustee or beneficiary of a trust or otherwise and whether
for reward or not, directly or indirectly;
11.3.1. carry on; or
11.3.2. be interested or engaged in or concerned with or
employed by any company, close corporation, firm,
undertaking or concern which carries on;
in any of the prescribed areas any business which sells
prescribed goods or renders prescribed services or competing
services or in the course of which prescribed goods are sold
or prescribed services or competing services are rendered;
provided that the employee shall not be deemed to have
breached his undertaking by reason of his:
11.3.3. holding shares in the company; or
11.3.4. holding shares in any company the shares of which
are listed on a recognized stock exchange if the
shares owned by -
11.3.4.1. him;
11.3.4.2. his ascendants and descendants;
11.3.4.3. his spouse;
11.3.4.4. any person related to him or his spouse
within the third degree of
consanguinity;
11.3.4.5. any trust created primarily for the
benefit of one or more of the persons
referred to in clauses 11.3.4.1 to
11.3.4.5; and
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11.3.4.6. any company effectively controlled by
one or more of the persons and trusts
referred to in clauses 11.3.4.1 to
11.3.4.5
do not in the aggregate constitute more than 5%
(five per cent) of any class of the issued share
capital of such company.
11.4. The employee undertakes that neither he nor any company,
close corporation, firm, undertaking or concern in or by
which he is directly or indirectly interested or employed
will within 2 (two) years after the termination date and
whether for reward or not, directly or indirectly -
11.4.1. encourage or entice or incite or persuade or
induce any other employee or the company, who was
employed whilst the employee was employed by the
company and who is engaged or participates in the
sale or other marketing by the company of the
prescribed goods, or in a material respect in the
rendering or in the marketing of the prescribed
services, to terminate his employment by the
company; or
11.4.2. furnish any information or advice to any employee
to whom clause 11.4.1 applies or to any
prospective employer of such employee or use any
other means which are directly or indirectly
designed, or in the ordinary course of events
calculated, to result in any such employee
terminating his employment by the company and/or
becoming employed by or directly or indirectly in
any way interested in or associated with any other
company, close corporation, firm, undertaking or
concern; or
11.4.3. furnish any information or advice (whether oral or
written) to any prescribed client that the
employee intends to or will (whether as
proprietor, partner, director shareholder, member,
employee, consultant, contractor, financier,
agent, representative or otherwise) directly or
indirectly, be interested or engaged in or
concerned with or employed by any company, close
corporation, firm, undertaking or concern carried
on in any of the prescribed areas which sells
prescribed
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goods or competing goods or renders prescribed
services or competing services or in the course of
which prescribed goods or competing goods are sold
or prescribed services or competing services are
rendered after the expiry of 2 (two) years after
the termination date; or
11.4.4. furnish any information or advice (whether oral or
written) to any prescribed client or use any other
means or take any other action which is directly
or indirectly designed, or in the ordinary course
of events calculated, to result in any such
prescribed client terminating its association with
the company and/or transferring its business to or
purchasing any prescribed goods or competing goods
or accepting the rendering of any prescribed
services or competing services from any person
other than the company, or attempt to do so.
11.5. Without derogating from the obligations imposed by this
clause 11 the employee undertakes that neither he nor any
company, firm, undertaking or concern in or by which he is
directly or indirectly interested, engaged, concerned or
employed will for a period of 2 (two) years after the
termination date directly or indirectly, whether as
proprietor, partner, director, shareholder, employee,
consultant, contractor, financier, agent, representative,
assistant, trustee or beneficiary of a trust or otherwise in
any part of the prescribed areas and whether for reward or
not;
11.5.1. solicit orders from prescribed clients for the
prescribed services or any competing services;
11.5.2. canvass business in respect of the prescribed
services from prescribed clients;
11.6.3. sell or otherwise supply to any prescribed client;
11.5.4. render any competing service to any prescribed
client;
11.5.5. purchase from any prescribed supplier or accept
the rendering of any prescribed services from it;
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11.5.6. solicit appointment as a distributor, licensee,
agent or representative of any prescribed supplier
in respect of prescribed services, including on
behalf of or for the benefit of a prescribed
supplier.
11.6. Each of the undertakings set out in this clause 11
(including those appearing in a single clause) is severable
inter alia as to:
11.6.1. nature of interest, act or activity;
11.6.2. the categories of persons falling within the
definition of prescribed clients;
11.6.3. the categories of goods falling within the
definition of the competing goods;
11.6.4. the categories of services falling within the
definition of the prescribed services and
competing services;
11.6.5. the categories of persons falling within the
definition of prescribed supplier;
11.6.6. the individual magisterial districts and areas
which are defined as the prescribed areas and are
acknowledged to be reasonably required for the
protection of the company and are generally fair
and reasonable.
11.7. The employee acknowledges that the company will suffer
financial harm and lose if he breaches any provision of this
clause 11. Upon the breach of any of the provisions of
clause 11.3 the company shall be entitled to enforce the
restraint in question and, in addition or alternatively
thereto, as the company may elect, be entitled to claim and
recover from the employee the sum of ten thousand rand per
month during the period of the breach, and to the extent
that it is not prohibited from doing so by any law, to set
off its claim against any amount due by it to the employee
(and he authorizes the company to do so) and to recover its
claim from any benefits due to the employee from any pension
funds due to the
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employee and, to the extent not precluded by law, he cedes
his right to those benefits to the company accordingly.
12. GENERAL
12.1. No remedy granted by this agreement shall exclude any other
remedy available at law.
12.2. No amendment of this agreement or any consensual
cancellation thereof or any part thereof shall be binding on
the parties unless reduced to a written document and signed
by them.
12.3. If any of the terms of this agreement, such as the rate of
remuneration payable to the employee, are varied, the other
terms shall, unless otherwise agreed in writing, remain of
full force and effect.
12.4. No relaxation or indulgence which the company may show to
the employee shall in any way prejudice or be deemed to be a
waiver of its rights hereunder nor shall such relaxation or
indulgence preclude or estop the company from exercising its
rights in terms of this agreement in respect of any further
breach.
12.5. This agreement constitutes the whole agreement between the
parties and no warranties or representations whether express
or implied have been given or made by the company to the
employee.
12.6. Subject to the provisions of clause 3 the employee's
employment by the company shall be governed by the
provisions of any applicable agreement or determination
concluded in terms of the Act and/or the Wage Act of 1957,
and/or the provisions of any applicable law.
12.7. Any term of this agreement which conflicts with the
provisions of any agreement or determination referred to in
this agreement, or any applicable law shall be treated as
pro non scripto and shall be severed from the balance of
this agreement, which shall continue to be of full force and
effect.
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12.8. The company shall be entitled to cede and delegate all or
any of its rights and obligations under this agreement to
the successor in title of the undertakings of the company or
any member thereof, whether such cession and delegation
takes place before or after the termination date.
13. DOMICILIUM CITANDI ET EXECUTANDI
13.1. The parties choose as their domicilia citandi et executandi
for all purposes under this agreement, whether in respect of
court process, notices or other documents or communications
of whatsoever nature, the following addresses;
13.1.1. the company:
Physical: 0xx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxxxxxx
Xxxxxx, Xxxx Xxxx
Postal: 00000 Xxxxxxx Xxxxxx 7905
Telefax: (021) 441 2287
13.1.2. the employee: Xxxxxxx Xxxxxxxxxxx
Physical: Ta Meteora, Price Drive Constantia,
Cape Town
Postal: XX Xxx 000
Xxxxxxxxxx
0000
Telefax: 021 794 3039
13.2 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.
13.3. Either party may by notice to the other party change the
physical address chosen as its domicilium citandi et
executandi to another physical address where postal delivery
occurs in South Africa or its postal address or its telefax
number, provided that the change shall become effective on
the 7th business day from the deemed receipt of the notice
by the other party.
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13.4 Any notice to a party:
13.4.1. sent by prepaid registered post (by airmail if
appropriate) in a correctly addressed envelope to
it at an address chosen as its domicilium citandi
et executandi to which post is delivered shall be
deemed to have been received on the 7th business
day after posting unless the contrary is proved);
13.4.2. delivered by hand to a responsible person during
ordinary business hours at the physical address
chosen as its domicilium citandi et executandi
shall be deemed to have been received on the day
of delivery; or
13.4.3. sent by telefax to its chosen telefax number
stipulated in clause 13.1, shall be deemed to have
been received on the date of despatch unless the
contrary is proved).
13.5. 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 its
chosen domicilium citandi et executandi.
14. RESIGNATION
14.1. If the employee is a Director of the company on termination
date the employee will ipso facto resign as a Director of
the Company.
14.2. The employee hereby irrevocably appoints the then auditors
of the company as his agent in rem suam to sign all such
documents and to do all such acts as may be necessary to
effect and implement such resignation.
15. COSTS
The costs of and incidental to the drawing of this agreement and the
stamp duty hereon shall be paid by the company.
16. SMOKING POLICY
It is the policy of the company not to permit smoking in the premises
from which the company conducts its business.
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17. SAFETY AND HEALTH
The employee acknowledges that he is aware of the dangers to his
safety and health attached to the work he has to perform, any article
or substance he has to produce, process, use, handle, store or
transport and any plant and machinery, which he is required or
permitted to use, and also with the precautionary measures to be taken
and observed with respect of those dangers.
18. COUNTERPARTS
This agreement may be entered into in any number of counterparts and
by the parties to this agreement on separate counterparts, each of
which when so executed and delivered shall be an original, but all the
counterparts shall together constitute one and the same instrument.
SIGNED by the parties and witnessed on the following dates and at the following
places respectively:
DATE PLACE WITNESS SIGNATURE
---- ----- ------- ---------
For: XXXXXXXXXX.XXX
1. /s/ [ILLEGIBLE]
-------------------
[ILLEGIBLE] 99 Madison, TN /s/ Xxxxx X. [ILLEGIBLE]
-------------- ----------- ------------------------
2.
-------------------
1. /s/ [ILLEGIBLE]
-------------------
8/7/99 Cape Town /s/ Xxxxxxx Xxxxxxxxxxx
-------------- ----------- ------------------------
2. XXXXXXX XXXXXXXXXXX
-------------------
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