Company Secretarial and Corporate Governance Services Agreement – Independent Contractor (favour of the provider)

Description

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EXPLANATORY NOTES FOR THE COMPANY SECRETARIAL AND CORPORATE GOVERNANCE SERVICES AGREEMENT, WHERE SUCH AGREEMENT IS IN FAVOUR OF THE PROVIDER OF SERVICES (THE INDEPENDENT CONTRACTOR)

This agreement is for use by entities that PROVIDE company secretarial and corporate governance services to private companies, public (but not listed) companies, non-profits and listed companies. It is an agreement that is fair and equitable, but one that is structured to protect the independent contractor’s rights, i.e. the rights of the service provider.

Note that this agreement can only be used where the receiver of services does not constitute a “consumer” in terms of the Consumer Protection Act. i.e the receiver MUST BE a juristic entity with a turnover or asset value equal to or more than R2m at the time of the transaction.

PLEASE NOTE: If you are the party that REQUIRES company secretarial and corporate governance services to be provided to it, then you must purchase the agreement titled “Company Secretarial and Corporate Governance Services Agreement-Receiver”, as that is more protective of your rights. Alternatively, you may also purchase the Generic Services Agreement-Receiver and tailor accordingly as that is also more protective of your rights.

HOWEVER: If you are the party PROVIDING the company secretarial and corporate governance services, then this is the correct agreement for you to use, as it is more protective of your rights

This agreement:

• is legally substantive (10 pages in total);
• is bordered;
• has pages numbered;
• is fully justified;
• is typed up using Tahoma font, size 10;
• has been meticulously spell-checked;
• is extremely professional in its appearance;
• has several drafting notes therein to guide a legal practitioner;
• can be printed onto 10 A4 pages. (In the interests of the environment, SITL legal suggests that the agreement rather be printed back to back on 5 pages.).

This COMPANY SECRETARIAL AND CORPORATE GOVERNANCE SERVICES AGREEMENT- PROVIDER contains the following clauses:

1. PARTIES
2. DEFINITIONS AND INTERPRETATION
3. RECORDAL
4. APPOINTMENT AND RELATIONSHIP BETWEEN THE PARTIES
5. BBBEE STATUS
6. GOOD FAITH
7. CONFIDENTIALITY
8. DURATION
9. SERVICES
10. PAYMENT
11. TERMINATION
12. LIMITATION OF LIABILITY
13. GOVERNING LAW AND JURISDICTION
14. DISPUTE RESOLUTION
15. CESSION AND ASSIGNMENT
16. WARRANTIES AND UNDERTAKINGS
17. FORCE MAJEURE
18. DOMICILIUM AND NOTICES
19. GENERAL

APPENDIX 1: DESCRIPTION OF THE SERVICES TO BE PROVIDED, FREQUENCY AND COST, SERVICE LEVELS, PENALTIES

Please read carefully through the agreement and fill in all missing details; in preparing a signature document, please have regard to all the notes we have placed hereon to assist you with the conclusion of a professional, legally binding agreement

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