SERVICES AGREEMENT
BETWEEN
RANDGOLD & EXPLORATION COMPANY LIMITED
("RANDGOLD")
AND
RANDGOLD RESOURCES LIMITED
("RESOURCES")
RECORDAL
RESOURCES does not have a corporate presence in South Africa, being managed and
controlled outside of South Africa.
RESOURCES wishes to source certain of its technical and administrative services
from South Africa for reasons of costs and convenience.
Certain RANDGOLD 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.
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.
The two companies have agreed that RANDGOLD will restrict itself to operating
within the geographical confines of the Republic of South Africa and RESOURCES
to areas outside of the Republic of South Africa.
1. PREVIOUS AGREEMENT
This agreement supercedes all other service and management contracts
between the parties which are hereby terminated.
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 Fully serviced and furnished office accommodation and
related services such as reception, communications,
office equipment and computer installations:
o Payments and accounting for goods and services to its
operations in Africa and elsewhere which are sourced
from South Africa;
o Purchasing of goods and services from South Africa
and the procurement of insurance for operational
requirements;
o Company secretarial;
o Secretarial;
o Technical services, including geophysical and project
evaluation;
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 our herein, RANDGOLD
will receive the following payment:
3.1.1 RANDGOLD employees' salaries will be charged at a
total cost to company plus a 5% (five percent)
xxxx-up.
3.1.2 Office rental of R51 000 (fifty one thousand rand)
per month.
3.1.3 Any other expenses will be charged on a re-imbursable
basis.
3.2 RESOURCES will deposit with RANDGOLD an amount sufficient to
cover one month's expenses as determined under 3.1 above.
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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 in good workmanlike manner.
6.2 Notwithstanding the provision 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 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 January 2003 and shall continue, and shall remain in
force until terminated by either party on six (6) months' written
notice to the other party. A shorter notice period may be arranged by
mutual agreement between the parties.
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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) 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: La Xxxxx Xxxxxxxx
Xx Xxxxxx
Xxxxxx XX0 0XX
Channel Islands
Fax No. (00) 0000 000000
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 the
shareholdings. Every effort shall however be made to consult
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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.
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Signed at Paris, France on the 2nd day of February 2003
AS WITNESSES: FOR AND ON BEHALF OF
RANDGOLD RESOURCES LIMITED
1. /s/ Xxxx Xxxxx /s/ X.X. Xxxxxxx
--------------------------------- ----------------------------------
DIRECTOR
2. /s/ Xxxxx Xxxx
--------------------------------- ----------------------------------
DIRECTOR
Signed at Johannesburg on the 29th day of January 2003
AS WITNESSES: FOR AND ON BEHALF OF RANDGOLD
& EXPLORATION COMPANY LIMITED
1. /s/ Xxxx Xxxxx /s/ R.A.R. Kebble
--------------------------------- ----------------------------------
DIRECTOR
2. /s/ Xxxxx Xxxx
--------------------------------- ----------------------------------
DIRECTOR
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