Page 9 - JOINT VENTURE AGREEMENT FOR THE EXECUTION OF BATCHES OF 10 000 AND R_Neat

7 (seven) days of receipt of such notice, the parties shall meet and negotiate in good faith in order
to resolve the dispute.

13.2 Should the parties fail to resolve the dispute by means of negotiations in good faith, either
party may refer such dispute to arbitration in accordance with the Rules of the Arbitration
Foundation of South Africa.
13.3 In the event of the parties being unable to agree on the identity of an arbitrator to be
appointed, the arbitrator shall be appointed –

13.3.1 in the event of the dispute being mainly of an accounting nature, by the President of the
Institute of Chartered Accountants;

13.3.2 in the event of the dispute being mainly of a legal nature or the interpretation of this
agreement, by the President of the Law Society of the Gauteng Province;

13.3.3 in the event of the dispute being mainly of a technical nature, an engineer by the President of
the Institute of Professional engineers.

13.3.4 The decision of the arbitrator shall be final and binding between the parties and may be
made an order of court of competent jurisdiction.
13.3.5 Notwithstanding the provisions of this clause, and in the event that there is a dispute
between the parties regarding the determination of ‘total cost of project’, such dispute shall be
referred to a quantity surveyor appointed by the parties by agreement, and failing agreement, by
the then President of the Institute of Quantity Surveyors of South Africa, acting as a referee and not
an arbitrator and his finding shall be final and binding on the parties.

13.3.6 In the event of a dispute regarding nett profit, such dispute shall be referred to an auditor
appointed by the parties by agreement, and failing such agreement, by an independent auditor
appointed by the Chairperson of IRBA, acting as an MM FM expert and not an arbitrator, and his
finding shall be final and binding on the parties.

13.3.7 The expert to be appointed to resolve a dispute, as contemplated in clauses 13.5 and 13.6,
shall be entitled to make a ruling regarding the party responsible for paying his costs.
14. SALE OF A PARTY'S INTEREST IN THE JOINT VENTURE

14.1 Neither party to the joint venture will be entitled to dispose of any part of its interest in the
joint venture without the written consent of the other party.

14.2 In the event that a party consents to a disposal of the other party's interest in the joint
venture, such party shall have a right of first refusal to acquire interest.
15. TERMINATION OF THE AGREEMENT

This agreement may be terminated by either party on 90 (ninety) days notice to the other party.

16. DOMICILIA AND NOTICES