Company Inception - Final
Company Inception - Final
directors
SHIARA SINGH ARTHEE. A HARIPERSAD KHANSA REHMAN LONDIWE XANGXA M.SUHAIL CADER MOHSIN AMRA NOMBULELO NKOSI THLOLOGELO KGOETE
21931533 21928412 21928303 21930817 21932603 21934444 21935600 21927292
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TABLE OF CONTENTS
3.5 Professional Service Agreement (Per Project) ................................................... Date Issued: 08/11/2021
3.5.1 Shiara Singh ................................................................................................... Date Issued: 08/11/2021
3.5.2 Arthee Arusha Haripersad ........................................................................... Date Issued: 08/11/2021
3.5.3 Mohammed Suhail Cader .......................................................................... Date Issued: 08/11/2021
3.5.4 Khansa Rehman ........................................................................................... Date Issued: 08/11/2021
3.5.5 Thlologelo Kgoete ........................................................................................ Date Issued: 08/11/2021
3.5.6 Londiwe Xangxa .......................................................................................... Date Issued: 08/11/2021
3.5.7 Mohsin Amra ................................................................................................. Date Issued: 08/11/2021
3.5.8 Nombulelo Nkosi .......................................................................................... Date Issued: 08/11/2021
9.1.7 Gazette Fees for all Consultants ................................................................. Date Issued: 19/11/2021
9.2 Design Drawings 1:200 .......................................................................................... Date Issued: 19/11/2021
9.3 List of Actual Areas ................................................................................................ Date Issued: 19/11/2021
9.4 Issue to Consultants and (QS: First Estimate) ...................................................... Date Issued: 19/11/2021
10. Stage 2 | Response from Simulated Situation Between Client and Architect…………
............................................................................................................... Date Issued: 26/11/2021
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SHIARA SINGH ARTHEE. A HARIPERSAD KHANSA REHMAN LONDIWE XANGXA M.SUHAIL CADER MOHSIN AMRA NOMBULELO NKOSI THLOLOGELO KGOETE
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3. LETTERHEAD …………………………………………………………………………………….. 17
6. ORGANOGRAM ……………………….………………………………………………....………..
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INCEPTION OF REVOLUTIONARY 6
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SHIARA SINGH ARTHEE. A HARIPERSAD KHANSA REHMAN LONDIWE XANGXA M.SUHAIL CADER MOHSIN AMRA NOMBULELO NKOSI THLOLOGELO KGOETE
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Establishment of Office
CIPC stands for the Companies Intellectual Property Commission. The Companies Act
oversees all registered entities in South Africa, including closed corporations, public
corporations, private corporations, external corporations, and incorporated
corporations. It is in charge of company registration, cooperatives, and intellectual
property rights such as trademarks, patents, designs, copyright and maintenance.
10/05/2021
4206912810
TL8659
4206912810
10/05/2021
4206912810
4206975358
APRIL
8 SHARES
04 April 2021
3201
Residential: 17 Benetta Crescent, Newholmes
Pietermaritzburg
3201
MOHAMMED SUHAIL CADER DIRECTOR 0103285739084 Postal: 419 Crossmoor Drive, Crossmoor
Chatsworth
ARTHEE ARUSHA HARIPERSAD DIRECTOR 010560473085 Postal: 72 Rockwell Drive, Rocky Park
Stanger
[2]8
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PARTNERSHIP AGREEMENT
The Partnership Agreement is a contract in which the builder, contractors, and all union trades
agree to collaborate on a specific project. When the user decides to engage a union workforce
on the job site, the agreement will ensure the most productive result between labor and
management.
0. PARTNERSHIP AGREEMENT
This PARTNERSHIP AGREEMENT is made this 31th day of October, 2021, by and
between the following individuals:
Day-To-Day Operation. The partners shall provide their full-time services and best
efforts on behalf of the partnership. No partner shall receive a salary for services
rendered to the partnership. Each partner shall have equal rights to manage and
control the partnership and its business. Should there be differences between the
partners concerning ordinary business matters, a decision shall be made by
unanimous vote. It is understood that the partners may elect one of the partners to
conduct the day-to-day business of the partnership; however, no partner shall be
able to bind the partnership by act or contract to any liability exceeding R10000
without the prior written consent of each partner.
2.02. The Partners shall contribute a total of R50000 in cash, in proportion to their
respective Partnership Shares, to the start-up capital of the Partnership by no later
than 29/02/2020.
2.03. If further capital is required to carry on the Partnership business, the Partners
shall contribute it as required in proportion to their respective Partnership Shares.
6.02. Each Partner shall at all times duly and punctually pay and discharge his
separate debts and liabilities and shall save harmless the property of the
Partnership and the other Partners fom those separate debts and liabilities and, if
necessary, shall promptly indemnify the other Partners for their share of any actual
payment or discharge of his separate debts and liabilities by the Partnership.
6.03. No Partner shall assign or encumber his share or interest in the Partnership
without the previous consent in writing of the other Partners.
6.04. No Partner shall bind the Partnership or the other Partners for anything outside
the ordinary course of carrying on the Partnership business.
10.0. MISCELLANEOUS
10.01. In this agreement, the singular includes the plural and the masculine
includes the feminine and neuter and vice versa unless the context otherwise
requires.
10.02. The capitalized headings in this agreement are only for convenience of
reference and do not form part of or affect the interpretation of this agreement.
10.03. If any provision or part of any provision in this agreement is void for any
reason, it shall be severed without affecting the validity of the balance of the
agreement.
10.04. Time is of the essence of this agreement.
10.05. The terms of this agreement may only be amended in writing dated and
signed by all the Partners. 4
10.06. This agreement binds and benefits the Partners and their respective heirs,
executors, administrators, personal representatives, successors, and assigns.
10.07. This agreement is governed by the laws of the Province of Kwa – Zulu Natal,
South Africa.
- Executed under seal on 31/10/2022.
- Signed, sealed, and delivered in the presence of:
PARTNERS
LETTERHEAD 17
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NOMINATION OF MANAGEMENT
The act of nominating or promoting someone for a role, role, or reward and award is known as
nomination. The nomination process entails submitting or official suggestion on a candidate's
name for appointment to a specific post or for an award or prize such as employee of the
month, as well as supporting the candidate until the desired outcome is achieved. Anyone
with the authority to nominate someone else can write a nomination letter. A part of the
method entails selecting a candidate for a contest for an office, the awarding of a respect, or
the presentation of a prestigious prize.
Dated ________
To,
Dear___________,
Due to the new position available in our offices I would like to nominate Mr. ______________
as (Designation) _______________. The reason I am doing this is because this person is a
perfect match to this position. He is one of the highly qualified people, I have ever known
as well as very active member of our group. I believe that he has all necessary skills and
qualifications to present this position. He has great leadership and motivational skills that are
essential for this position.
I truly hope that my colleague will be chosen for that nomination since I honestly believe
that the company needs a general director like him.
There is a need of someone who will do his best for the welfare of each of us and the
company in general. We need a leader and motivator in order to step ahead.
I want to wish the support to all the participants for the nomination
Sincerely Yours,
Designation
Organization Name
Authorized Person´s Name
PROFESSIONAL INDEMNITY
Professional indemnity insurance covers legal fees and expenses incurred in
defending a claim, as well as compensation payable to your client if you are
found to be responsible for delivering poor advice, services, or designs that
result in financial loss to your client.
THIS INDEMNITY AGREEMENT, is made and entered into as of this date,2 November 2021
by and between Revolutionary Architects, a private corporation, with a registered
office located at address Anton Lembede 505 Penting Prop Durban 4000 and Hollard,
a state corporation, with a registered office located at address 12 Hobart Road, 1st
Floor, Block A, Hobart Square Office Park, Bryanston
This Policy, the Schedule or Certificate and any endorsements attached here to, shall be
considered one document and any word or expression to which a specific meaning has been
attached in any of them, shall bear such meaning throughout.
The Insured and the Insurers agree: -
1. the proposal will be incorporated in and be the basis of the contract.
2. The Insured will pay the premium.
3. The Insurers will, subject to the terms of this Policy, provide the Insurance.
This Insurance Contract is conditional upon and will only come into effect following payment
of the Premium by the Insured and the receipt thereof by or on behalf of the Insurers.
INSURANCE
1. Civil Liability
The indemnity granted by this Policy applies to all claims first made against the Insured by a
Third Party during the Period of Insurance and notified to the insurers no later than 30 days
after expiry in respect of their civil liability to pay damages, including claimants’ costs fees and
expenses and related Value Added Tax, arising out of the conduct of the Business.
directors
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2. Dishonesty
The Insurers will indemnify the Insured in respect of any legal liability (including
claimant’s costs and expenses) arising from any claim caused by any dishonest or
fraudulent act or omission committed by any past or present Partner, Director or
Employee of the Insured in connection with the conduct of the Business and made
upon the Insured and notified to the Insurers during the Period of Insurance stated in
the Schedule, provided that: -
a. no person committing or conspiring to commit or condoning any such dishonest or
fraudulent act or omission shall be entitled to indemnity.
b. if the Insurers so request, the Insured shall take all reasonable steps to effect recovery
from the person or persons committing or conspiring to commit or condoning any such
dishonest or fraudulent act or omission or from the personal representatives of such
person or persons, subject to Condition 3. of this Policy.
c. the following shall be deducted from any amount payable under this Policy: -
i. any money which, but for such dishonest or fraudulent act or omission, would
have been due from the Insured to the person or persons committing or conspiring
to commit or condoning such dishonest or fraudulent act or omission.
ii. any money, held by the Insured, which belongs to such person or persons.
iii. any money recovered following action for which provision is made in b) above but
only to the extent allowable by law
d. the Insurers shall not be liable for any claims arising from any dishonest or fraudulent acts
or omissions of any person or persons after the discovery in relation to that person or those
persons of reasonable cause for suspicion of his, her or there having been dishonest
or fraudulent.
directors
SHIARA SINGH ARTHEE. A HARIPERSAD KHANSA REHMAN LONDIWE XANGXA M.SUHAIL CADER MOHSIN AMRA NOMBULELO NKOSI THLOLOGELO KGOETE
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4. Infringement of Copyright
In the event of the prosecution of any injunction and/or proceedings for compensation
arising out of infringement of any copyright by the Insured, the Insurers will indemnify the
Insured in respect of reasonable and necessary costs and expenses, of the Insured, with the
prior written consent of Insurers.
Provided that any such prosecution arises out of the conduct of the Business.
5. Fee Recovery
The Insurers will indemnify the Insured against all legal costs, fees and expenses incurred by
the Insured in connection with legal proceedings instituted by the Insured during the Period of
Insurance as stated in the Schedule for the recovery of professional fees due to the Insured,
provided that, prior to instituting any proceedings: -
a. the Insured must inform Insurers of their intention to institute such proceedings
b. Insurers must be advised by their legal advisers that such proceedings could be pursued
with a reasonable prospect of success
c. the proceedings must be capable of a counterclaim being mounted from the other
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6. LIMITS OF INDEMNITY
The liability of Insurers for any one claim (including all OTHER COSTS as defined herein) under
Insuring Clauses 1, 2, 3(a) and 4 shall not exceed the Limit of Indemnity stated in the
Schedule of this Policy.
Provided that, where the Insurers are liable to indemnify more than one person, firm,
company or body, the total amount of indemnity payable under this insurance shall not
exceed the Limit of Indemnity stated in the Schedule of this Policy.
The liability of Insurers for any one claim under Insuring Clause 3(b) shall not exceed R100,000 in
the aggregate, during the period of Insurance as stated in the Schedule of this Policy.
The liability of Insurers for any one claim under Insuring Clause 5 shall not exceed 80% of all costs
incurred, subject to a maximum in any one policy period of 10% of the Limit of Indemnity stated
in the Schedule or R250,000 whichever is the lesser.
7. OTHER COSTS
The Insurers will pay all other costs and expenses, including Value Added Tax (VAT), which are
incurred by the Insurers, or the Insured with the Insurers written consent, in connection with
any claim under this Policy.
8. SPECIAL EXTENSION
Sub-Contracted Duties
In the event of the Insured sub-letting any part of the professional activities and duties
necessary to carry out the Business/Profession, the Insured will continue to be indemnified in
accordance with the terms, Exclusions, Conditions and limitations of this Policy;
Provided always that:
a. such activities and duties shall only be sub-let to suitably qualified firms, persons
or parties;
b. the Insured shall have taken reasonable steps prior to and during the continuance of
directors
SHIARA SINGH ARTHEE. A HARIPERSAD KHANSA REHMAN LONDIWE XANGXA M.SUHAIL CADER MOHSIN AMRA NOMBULELO NKOSI THLOLOGELO KGOETE
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such sub-letting to ensure that such firms, persons or parties have affected and will
maintain adequate Professional Indemnity Insurance.
c. the Insured shall at all times retain all rights of recourse against such firms, persons or
parties and will give all reasonable assistance to the Insurers in effecting such
rights.
In the event of the Insurers alleging that the Insured is not entitled to indemnity under these
provisions by virtue of any breach thereof, the onus of proving the contrary shall rest with
the Insured.
9. THE EXCESS
1. In respect of any one claim under Insuring Clauses 1, 2 and 4, the Insurers will not be
liable for the amount of the Excess (or any lesser amount for which a claim may be
settled) stated in the Schedule.
2. In respect of any one claim under Insuring Clause 3, the Insurers will not be liable for the
first R5,000 of each and every claim (or any lesser amount for which a claim may be
settled).
3. In respect of any one claim under Insuring Clause 5, the Insurers will not be liable for 20%
of each and every claim, subject to a minimum contribution of R2,500 of each and
every claim from the Insured.
10. EXCLUSIONS
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SHIARA SINGH ARTHEE. A HARIPERSAD KHANSA REHMAN LONDIWE XANGXA M.SUHAIL CADER MOHSIN AMRA NOMBULELO NKOSI THLOLOGELO KGOETE
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directors
SHIARA SINGH ARTHEE. A HARIPERSAD KHANSA REHMAN LONDIWE XANGXA M.SUHAIL CADER MOHSIN AMRA NOMBULELO NKOSI THLOLOGELO KGOETE
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“Computer System” shall mean any computer, data processing equipment media or part
thereof, or system of data storage and retrieval, or communications system, network, protocol
or part thereof, or storage device, microchip, integrated circuit, real-time clock system or
similar device or any computer software (including but not limited to application software,
operating systems, runtime environments or compilers) firmware or macrocode.
12. CONDITIONS
1. The Insured shall not admit liability or settle any claim or incur any costs or expenses in
connection therewith without the written consent of the Insurers, who shall be entitled
at their own expense at any time to take over and conduct in the name of the
Insured the defence or settlement of any such claim.
2. The Insured shall give written notice to the Insurers as soon as reasonably practicable of
any claim or intimation to the Insured of a possible claim made against the Insured or
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upon the Insured becoming aware of any circumstances which might give rise to a
claim under this Policy regardless of any Excess and the Insured shall upon request give
to Insurers all such information and assistance as the Insurers may reasonably require and
as may be in the Insured’s power to provide and will in all such matters do and concur in
doing all such things as the Insurers may require.
3. Any claim arising from circumstances notified to the Insurers shall be deemed to have
been made during the Period of Insurance in which such notice is or was first given.
4. The Insured shall not be required to: -
a. contest any legal proceedings or
b. take any steps to effect recovery from any person committing or conspiring to
commit or condoning any dishonest or fraudulent act or omission or from the
personal representatives of such person including the taking of legal
proceedings against such person
c. unless a Senior Counsel (to be mutually agreed upon between the Insured and the
Insurers) shall advise that such action has a reasonable prospect of success.
5. If the Insured shall make any claim for indemnity under this Policy knowing the same to
be false or fraudulent as regards amount or otherwise this Policy shall become void
and all claims hereunder shall be forfeited.
6. The Insurers will not exercise their right to avoid this Policy where it is alleged that there
has been non-disclosure or misrepresentation of facts or untrue statements in the
proposal form, provided always that the Insured shall establish to the Insurers’
satisfaction that such alleged non-disclosure, misrepresentation or untrue statement
was free of any fraudulent intent.
7. However, in any case of a claim first made against the Insured during the Period of
Insurance stated in the Schedule where: -
a. the Insured had previous knowledge of the circumstances which could give rise
to such claim and the Insured should have notified the same
b. under any preceding insurance then, where the indemnity or cover under this
Policy is greater or wider in scope than that to which the Insured would have been
entitled under such preceding insurance, the Insurers shall only be liable to afford
indemnity to such amount and extent as would have been afforded to the
Insured by such preceding insurance.
c. In connection with any claim against the Insured the Insurers may at any time pay
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to the Insured the Limit of Indemnity (after deduction of any sums already paid as
damages or claimants’ costs and expenses in respect of such claim) or any lesser
amount for which such claim can be settled and thereupon the Insurers shall
relinquish the control of such claim and be under no further liability in connection
therewith except for costs and expenses for which the Insurers may be responsible
under this Policy in respect of matters prior to the date of such payment.
8. Where the Insured’s breach of or non-compliance with any condition of this Policy has
resulted in prejudice to the handling or settlement of any claim,the indemnity afforded
by this Policy, in respect of such claim, shall be reduced to such sum as, in the Insurers’
opinion, would have been payable by them in the absence of such prejudice.
9. All differences arising out of this Policy shall be referred to the arbitration of some
person to be appointed by both parties or, if they cannot agree upon a single
arbitrator, to the decision of two arbitrators, one to be
10. appointed in writing by each party and in case of disagreement between the
arbitrators, to the decision of an umpire who shall have been appointed in writing by
the arbitrators before entering on the reference and an award shall be a condition
precedent to any liability of the Insurers or any right of action against the Insurers. The
provisions of the Arbitration Acts shall apply to any such arbitration.
11. The due observance and fulfilment of the terms and conditions of this Policy by the
Insured, insofar as they relate to anything to be done or complied with by the Insured,
shall be conditions precedent to any liability of the Insurers to make any payment
under this Policy.
12. In the event of non-payment of the premium stated in the Schedule, Insurers may
terminate the Policy from inception and Insurers will not be liable for any claims made
against the Insured, whether the claim or claims have been notified to Insurers or not.
13. The interpretation of the terms and exclusions of this Policy (and any phrase or word
contained therein) shall be in accordance with the law of the Republic of South
Africa.
14. If the Limit of Indemnity is increased during the Period of Insurance, then the lower
Limit of Indemnity shall apply to all claims made to circumstances notified or required
to have been notified to the Insurers prior to such increase in the Limit of Indemnity.
Unless otherwise stated the Retroactive date for the new Limit of Indemnity shall be the
effective date thereof.
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NOTICE OF CLAIMS: any claims in terms of Condition 2 shall be notified to either of these
Parties:
1. PI Financial Risk Services (Pty) Ltd (juristic representative of first Equity Risk Management
Services (Pty) Ltd
12 Hobart Road, 1st Floor, Block A,
Hobart Square Office Park, Bryanston
Tel: 011 510 1300 Fax: 011 706 4959
2. Hollard Insurance Company Limited
Hollard House 22 Oxford Road, Parktown, Johannesburg, 2193
IN WITNESS WHEREOF, the parties to this Agreement have caused this Indemnity
Agreement to be duly executed, delivered and effective as of the date of the last
party to sign below.
directors
SHIARA SINGH ARTHEE. A HARIPERSAD KHANSA REHMAN LONDIWE XANGXA M.SUHAIL CADER MOHSIN AMRA NOMBULELO NKOSI THLOLOGELO KGOETE
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ORGANOGRAM
An organogram is a written depiction of a company's formation. It is used to show
classified relationships amongst managers and the people who check in to them before
doing any work, as well as departments of the company.
Project
manager Intern
ORGANOGRAM [22]29
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DUTIES OF EMPLOYEES
Responsibilities and roles assigned to employees by employer or works to be done
on a daily basis by employee. (Law Insider, n.d.)
PARTNER ROLE
MS S SINGH Director
MS K REHMAN Partner
MS T KGOETE Partner
MS A HARIPERSAD Partner
MS L XANGXA Partner
MR MS CADER Partner
MS SN NKOSI Partner
STAFF EXPENSES
An expense claim form is a professionally prepared document that assists a company's stakeholders in
the event of an expense claim problem. An expense claim form is a document that is used to detail
small expenses in order to receive reimbursement from a company or enterprise. It is a professional
method of recovering reimbursement for minor expenses that a firm may incur over a duration of time.
Expense claim forms are commonly used by employees and petty cash managers to reimburse funds
spent on expenses.
REVOLUTIONARY ARCHITECTS
Total Investments Costs R400 000
INVESTORS Budget
Thlologelo Kgoete R50 000
LOANS
Loan 1 R600 000
REVOLUTIONARY ARCHITECTS
CONSTRUCTIVE ARCHITECTURE AND DESIGN
2021/065329/08
1. SHIARA SINGH
2. ARTHEE ARUSHA HARIPERSAD
3. KHANSA REHMAN
4. LONDIWE XANGXA
5. MOHAMMED SUHAIL CADER
6. THLOLOGELO KGOETE
7. MOHSIN AMRA
8. NOMBULELO NKOSI
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DISPUTE RESOLUTION
This document contains guidelines for the formal disagreement as dispute guidelines in the
architectural profession.
Arbitration
Will not be seen as an appeal or review of initial adjudication. Any effects or rulings
of an adjudication will stay in place until such time that it is overturned by the
proceedings of the arbitration procedure. Arbitrator shall be appointed by
nominating body and be deemed fit and agreed upon by both parties
Applicable rules and agreements will be followed and shall be by agreement
between parties and arbitrator, failing which it will fall to arbitrator to confirm new
rules and set these in motion on behalf of the disputing parties.
*See JBCC dispute resolution advisory note: edition 6.2, clause 30.0
RISK MITIGATION
This document contains the steps and procedures for preventative, controlling and post-risk
measures.
With a project of any scale it is inevitable that risks will arise that is why it is important to
have a definite tangible threat management system for these eventualities. However, for
our management team to formulate an effective risk management plan we must first
analyse and identify he types of possible risks that may affect our project, who will be
affected by these risks, how will they impact the overall project performance, how to
document these risks, how to formulate contingency plans should the risk management
approach fail and how to thereafter review our plans to assure success henceforth.
2. Identify Risks
4. Risk Handling
RISK ASSESSMENT
High: has a high probability of causing severe scheduling disruptions or a hindrance to
performance even with close monitoring and contractor emphasis.
Moderate: has the potential to affect scheduling, cost or performance to some degree
but can be mitigated by close government monitoring and contractor emphasis.
Low: minimal potential for disruption or quality degradation or affects to cost or time.
PRIORITISING RISKS
Requirement stability: should there be a sudden change in the requirements, this will affect
the design process and may result in inability to provide user needs if date is fixed
High probability
Medium impact
Medium risk
Design performance: if the initially agreed upon requirements cannot be met, there will be
scheduling conflicts as well as design hindrances as well as reparations to be paid.
Low probability
Medium impact
Medium risk
Medium probability
Low impact
Low risk
2. Retain
Self-finance
3. Remove
Contractually
Insurance
1. Formation.
The parties have indicated an interest in forming and establishing a joint venture
for the exclusive purpose of working together for better onstruction workings,
design processes, housing development as both companies are related, and we
assume they will make a great relationship working together. This will assist with
conveniency to whom we are serving. The Joint Venture shall do business under
the name Revolutionary architects and shall have its principal office and place of
business at any company between the two, revolutionary architects and Afrocon
construction ltd(pty). They shall be designated from time to time.
2. Contributions.
For the purpose of the Joint Venture, the parties shall make capital contributions,
in cash or property, in the following amounts or values:
3. Ownership. The parties shall own interest in the Joint Venture in the following
percentages:
• Revolutionary architects [First Party]: 45%
• Afrocon construction ltd(pty) [Second Party]:55%
4. . Distribution of Profits. Net profits and net losses accruing to the Joint Venture shall
be distributed to the parties in: (Check one)
• Accordance with each party's respective ownership interests. The following
proportions:
Revolutionary architects [First Party]: 15%
Afrocon construction ltd(pty) [Second Party]: 15%
6. Duties of Parties.
The parties will be responsible for the following duties under the Joint Venture:
Revolutionary architects [First Party]: providing with architects,
draftspersons, [Duties]
7. No Partnership.
The Joint Venture shall not be construed to create a partnership or any other
fiduciary obligations between the parties.
8. No Exclusivity.
This Agreement does not obligate either party to conduct business exclusively
with the other party.
9. Confidentiality.
a. Confidential and Proprietary Information. During the Joint Venture, the parties
will be exposed to confidential and proprietary information. “Confidential
Information” shall mean any data or information that is competitively
sensitive material and not generally known to the public, including, but not
limited to, information relating to development and plans, marketing
strategies, finance, operations, systems, proprietary concepts,
documentation, reports, data, specifications, computer software, source
code, object code, flow charts, data, databases, inventions, know-how,
trade secrets, customer lists, customer relationships, customer profiles, supplier
lists, supplier relationships, supplier profiles, pricing, sales estimates, business
plans and internal performance results relating to the past, present or future
business activities, technical information, designs, processes, procedures,
formulas, improvements, and other information which the parties consider
confidential and proprietary. The parties acknowledge and agree that each
parties’ Confidential Information is valuable property, developed over a long
period of time at substantial expense and that it is worthy of protection.
b. Confidentiality Obligations. Except as otherwise expressly permitted in this
Agreement, the parties shall not disclose or use in any manner, directly or
indirectly, any Confidential Information either during the term of this
Agreement or at any time thereafter, except as required to perform their
respective duties and responsibilities or with the other party’s prior written
consent. Both parties agree that all Confidential Information disclosed and
received shall remain secret and confidential during the term of this
Agreement and continue thereafter for 10 years after this Agreement is
terminated or expires.
10. Notices.
All notices given under this Agreement must be in writing. A notice is effective
upon receipt and shall be sent via one of the following methods: delivery in
person, overnight courier service, certified or registered mail, postage prepaid,
return receipt requested, addressed to the party to be notified at the address
first stated above, or to such other address as such party may designate upon
reasonable notice to the other party.
11. Termination.
This Agreement will terminate: (Check one)
• When the Joint Venture has been completed or terminated
• ten years from the Effective Date
unless terminated earlier by a written agreement of the parties.
12. Amendment.
This Agreement may be amended or modified only by a written agreement
signed by both parties.
14. Disputes.
If the parties disagree on a material issue and cannot agree on a mutually
satisfactory decision or solution, then a deadlock shall be deemed to have
occurred. If a deadlock occurs, the parties accept and understand that they
will engage in: (Check one)
• A buy-out. One party (the “Offeror”) will offer to purchase the Joint
Venture interest of the other party (the “Offeree”) by notifying the Offeree
in writing of an irrevocable offer to purchase. The Offeree shall then have
the right to either buy the interest of the Offeror at the designated price
and terms or sale its own interest at the designated price and terms for 30
days.
• Arbitration. The dispute will be resolved through binding arbitration
conducted in accordance with the rules of the American Arbitration
Association. The written decision of the arbitrator(s), as applicable, shall be
final and binding on the parties.
• Mediation.
• Mediation then arbitration. If the dispute cannot be resolved through
mediation, then the dispute will be resolved through binding arbitration
conducted in accordance with the rules of the American Arbitration
Association. The written decision of the arbitrator(s), as applicable, shall be
final and binding on the parties.
• Do not specify.
15. Assignment. Neither party may assign its rights or delegate its duties under this
Agreement without the other party’s prior written consent.
Written Consent for a Sale (Check one)
• A written notice to the other party is NOT required if the assignment or
transfer is pursuant to a sale of all or substantially all a party’s assets or
business.
16. Miscellaneous.
This Agreement will inure to the benefit of and be binding on the respective
successors and permitted assigns of the parties. If any provision of this
Agreement is held to be invalid, illegal, or unenforceable in whole or in part,
the remaining provisions shall not be affected and shall continue to be valid,
legal, and enforceable as though the invalid, illegal or unenforceable parts
had not been included in this Agreement. Neither party will be charged with
any waiver of any provision of this Agreement, unless such waiver is evidenced
by a writing signed by the party and any such waiver will be limited to the
terms of such writing. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same document. This Agreement
contains the entire agreement between the parties hereto with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings,
and agreements.
17. Other.
Everything shall be decided on to avoid misunderstandings
IN WITNESS WHEREOF, the parties here to have executed this Agreement as of the
Effective Date.