Page 7 - JOINT VENTURE AGREEMENT FOR THE EXECUTION OF BATCHES OF 10 000 AND R_Neat
P. 7

6.16 The delegation of the functions referred to in clause 5 above to any other person or persons.
                   MM FM 6.16.1 For the sake of clarity, it is recorded that the management committee will have no
                   jurisdiction over the following matters:

                   6.16.2 The costing and execution of “the works” by Gonlizar;
                   6.17.3 The marketing of projects by Paradigm.

                    7. FINANCING AND BANK ACCOUNTS

                    7.1 The joint venture shall open a separate bank account upon signing of the joint venture
                   agreement and an authorized person of both parties will be required as signatories to draw funds
                   from such account.
                   7.2 Gonlizar will finance the operations of the joint venture, which includes, but are not limited to
                   the furnishing of performance guarantees, subject to the following conditions:

                   7.2.1 Gonlizar, in its sole discretion, will appraise whether it will get involved in a particular project,
                   taking into consideration its financial resources, in order to ensure that Gonlizar does not over
                   commit itself.

                    7.2.2 The cost of providing the funding, including but not limited to finance charges, the cost of
                   performance guarantees and the cost of raising bridging finance will all be part of the expenditure of
                   the joint venture, which will be taken into consideration when profit is determined.

                   8. LOSS AND PROFIT SHARING

                   The nett profit and losses shall be shared between the parties on a 70/30 basis, 70% attributed to
                   Gonlizar and 30% to Paradigm.

                   9. BENEFIT OF THE AGREEMENT
                   The agreement will endure for the benefit of and be binding upon the successors and permitted
                   assigns of the parties hereto or either of them.

                   10. SUPPORT

                   The parties undertake at all times to do all such things, perform all such actions and take all such
                   steps and to procure the doing of all such things, the performance of all such actions and the taking
                   of all such steps as may be open to them and necessary for or incidental to the putting into effect or
                   maintenance of the terms, conditions and import of this agreement.

                   11. CONFIDENTIALITY AND NON-DISCLOSURE

                    11.1 The parties agree and undertake to maintain the confidentiality of any confidential
                   Information of each other to which any of the parties is allowed access, MM FM whether before or
                   after the effective date of this agreement. The parties will not divulge or permit to be divulged to
                   any person any aspect of such confidential information otherwise than may be allowed in terms of
                   this agreement. The parties shall take all such steps as may be reasonably necessary to prevent the
                   confidential information falling into the hands of an unauthorised third party. The parties shall not
                   make use of any of the confidential information, save for the purpose for which it was intended.
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