Page 4 - JOINT VENTURE AGREEMENT FOR THE EXECUTION OF BATCHES OF 10 000 AND R_Neat

4.4.1.2 Gonlizar will provide the funding for the professional fees amounting to R 5 000 000.00 (FIVE
MILLION ZAR) which will be payable upon signing of the joint venture agreement into the Joint
Venture banking account to be opened immediately after signing of the Joint Venture agreement

4.4.1.3 Gonlizar to be on site and commence operations on the 15 November 2019
4.4.1.4 Acceptable payment terms from the Client (Provincial Government and Municipality) is 60
days from date of invoice for the first Invoice.

4.4.2 Phatsimo Engineering shall market and identify “the works” to National, Provincial and Local
Governments within the territory and promote projects of infrastructure, human settlements and
job creation; position the joint venture as a reliable partner in developing infrastructure and human
settlements in the territory; MM FM
4.5 “The parties” shall keep record of all expenditure of the joint venture.

4.6 The joint venture is constituted for the purpose more fully described in clause above only and
accordingly save as specifically provided herein to the contrary

4.6.1 nothing herein contain shall be construed as creating a partnership between the parties;

4.6.2 each of the parties shall be responsible only for its obligations as set forth in this agreement;
4.6.3 none of the parties shall have any authority to incur any liability on behalf of any of the others
or to pledge the credit of any of the others save as specifically otherwise provided for in this
agreement;

4.6.4 as against third parties, and unless otherwise agreed between the parties in this agreement or
any written amendment thereof, a party incurring any liability in connection with the affairs of the
joint venture, shall be solely responsible for the discharge thereof;
4.6.5 None of the parties shall use any money or property of or bind the credit of the joint venture
for any purpose other than the joint venture.

5. MANAGEMENT

Certain aspects of management of the joint venture shall vest in a management committee to be
constituted in accordance with the provisions of clause 5.3 below.
5.1 The management committee’s role shall be limited to the following:

5.1.1 To act as a link between the identification of a project and the execution thereof;

5.1.2 The determination of nett profit to establish what the profit sharing in respect of each project
shall be.

5.2 The management committee shall be constituted and shall function in accordance with the
following provisions:

5.3 The parties shall be entitled to each appoint two representatives to the management
committee.