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Highly Confidential: GSourcers

 

INDEPENDENT SALES CONTRACTOR AGREEMENT

entered into by and between:

GSourcers (Pty) Ltd (hereinafter referred to as the “Client”) and

CONTRACTOR (hereinafter referred to as the “Vendor” or “Independent Contractor”):

    WHEREAS the Independent Contractor provides business development and account management services to the Client;

    AND WHEREAS the Client and the Independent Contractor are desirous on agreeing on terms and conditions under which the Independent Contractor will provide business development and account management services to the Client;

     

    NOW THEREFORE it is agreed as follows: –

    1. Interpretation
    2. The headings and clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement or any clause thereof.
    3. In this Agreement unless the context clearly indicates to the contrary the following words and phrases shall have the meaning ascribed to them hereunder: –
    4. “the Independent Contractor” 
    5. “the Client” shall mean GSourcers, a private company, with its principal place of business at Office Address: 

    Unit 1, Pendoring Office Park

    299 Pendoring Rd, Blackheath

    Johannesburg

    2195.

     

    1. “place of services” shall mean any lead, customers, client and prospective client’s business premises the services will be performed from time to time. This also refers to the use of GSourcers’ online CRM virtual working platform; 
    2. “The Parties” shall mean the parties to this Agreement, being the Client and the Independent Contractor;
    3. “The Services” shall mean the supply of by the Independent Contractor to perform the duties and services, when and where is required by the Client as set out in Annexure “A” to this agreement;

     

    1. Words importing: –
    2. any one gender includes the other two genders;
    3. the singular includes the plural and vice versa; and
    4. natural persons include created entities (corporate or non-incorporate) and vice versa;
    5. “The Effective Date” shall mean the date on which this Agreement will come into operation, being the date of signature.

     

    1. Appointment
    2. It is confirmed that in terms of the Labour Relations Act No. 66 of 1995, the Independent Contractor is not an employee of the client nor is the Client the employer of the Independent Contractor.

     

    1. Commencement date
    2. The contract between the Independent Contractor and the Client will commence on the date that the Independent Contractor signs this agreement.

     

    1. Relationship

    The Contractor will provide the Contractor’s services to the Client as an independent contractor and not as an employee.   

     

    Accordingly:

    1. The Contractor agrees that the Client shall have no liability or responsibility for the withholding, collection or payment of any taxes, on any amounts paid by the Company to the Contractor or amounts paid by the Contractor to its employees or contractors. The Contractor also agrees to indemnify the Client from any and all claims in respect to the Company’s failure to withhold and/or remit any taxes
    2. The Contractor is free to provide services to other clients, so long as such other clients are not in competition with the Client and so long as there is no interference with the Contractor’s contractual obligations to the Client.
    3. The Contractor has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the Client.

     

    1. Services

    The Contractor will provide the following services to the Client: 

    1. To generate new revenues by performing strategic account management of assigned key accounts for the purpose of getting new projects that leads to new sales.
    2. To participate in every recruitment research project delivery of the assigned corporate accounts. 
    3. Because of the confidential nature of the services being rendered, Supplier will be required to communicate with all the company’s clients as well as their employees. Such communication and business information, documents, and anything related to the service being rendered must be recorded and managed only from the Company’s secure email and online CRM systems.

     

    1.  Hours of work

    The company will not decide or dictate the Days and Hours of Work of the contractor. The company and the contractor agree to only meet when needed weekly or monthly for sales targets achievements purposes.

    Meetings are held by phone, skype and face-to-face.

     

    1. Service fees
    2. The Client undertakes to pay the Independent Contractor a sales fee calculated on the revenue received by the company following sales orders successfully concluded by the contractor (“Sales orders”).
    3. For the purpose of calculating commission payments, all commissions will be calculated exclusive of any applicable VAT, taxes, duties or levies that may be levied thereon.
    4. The parties agree that the Contractor will receive 10% of every successful sales deal closed and paid to GSourcers.
    5. The Independent Contractor will provide the Client with an Invoice for the Service Fees on the 25th of each month, which will be paid no later than the last day of the month.

     

    1. Supervision and direction
    2. The Independent Contractor will perform the services unsupervised.  However, the Company may attend at a site where the services are being rendered or require weekly reports for quality control and sales target purposes. 
    3. The Independent Contractor undertakes to adhere to the highest standards of ethics and behaviour as ascribed to a person or company rendering such services, with her level of skill and years of experience.

     

    1. Compliance with Laws
    2. The Independent Contractor will at all times be required to comply with all the laws of the Republic of South Africa while rendering services or performing work for the Client.
    3. Failure to comply with Clause a can be a valid reason for termination of this Agreement.

     

    1. Absence
    2. The Independent Contractor shall, or shall arrange to, inform the Company at least 24 hours prior to any client sales meeting which the Independent Contractor is obliged to attend, should the Independent Contractor be prevented by sickness, injury or any other associated circumstances from attending at the place of service at the required time.
    3. Should the Independent Contractor absent him/herself for any other purpose s/he may do so only following the giving of a reasonable prior notice and subject to the prior approval of the Company.
    4. Should the independent contractor absent herself for any reason, s/he must inform the company of his/her absence and make alternative arrangements directly with the company to catch up the missed meeting. 
    5. The Independent Contractor will not be entitled to receive any Service Fees, car or travel allowance for attending any client sales visits.

     

    1. Indemnity by the contractor
    2. The Independent Contractor, by the signature to this Agreement agrees to indemnify and keep Company and clients indemnified against: –
    3. any losses and claims for injuries or damages to any person and property whatsoever which may arise out of or in consequence of the performance by the Independent Contractor of its services.
    4. any Labour related matters that may arise from time to time.

     

    1. Risk in and to property

    The Independent Contractor hereby acknowledges that the Independent Contractor supplies services to the Company at the Independent Contractor’s own risk and that the Company will not be held liable for any damages caused to any property or related items of the Company or a third party as a result of the actions of the Independent Contractor.

     

    1. Limitation of liability

    The Company shall not be held liable for any damage or loss suffered by the Independent Contractor as a result of any act or omission of any Independent Contractor in the service of the Company.

     

    1. Indemnity

    The Independent Contractor undertakes to indemnify and hold harmless the Client against any action instituted against the Client by any third party for and in respect of any damage or loss suffered by the third party as a result of any act or omission of the Independent Contractor regarding the service to the Client.

     

    1. Confidential information
    2. The Independent Contractor in his/her personal capacity and in her capacity as Independent Contractor, by her signature to this Agreement acknowledges and agrees that: –
    3. information relating to the business activities, trade secrets, technology, know-how methods of operation of the Client, it’s associate companies or of any company, partnership, firm or person with who, from time to time, in commercial or technical operation or association may be disclosed by the Client or may come within her knowledge directly as a result of the Independent Contractor’s appointment in terms of which Agreement which Confidential Information constitutes a commercial asset of considerable value to the Client or is subject to confidentiality obligations on the part of the Client and the disclosure of such Confidential Information, other than as is necessary for the Client business, and/or the use thereof by others will cause harm and loss to the Client. 
    4. s/he shall keep all such Confidential Information secret and confidential and shall not at any time either during the Independent Contractor’s appointment under this Agreement or thereafter divulge any part or parts of such Confidential Information to any unauthorised person or utilise any part or partners thereof other than in connection with the proper performance by the Independent Contractor of its services in terms of this Agreement;
    5. all books of account, records, papers, correspondence, procedures, drawings, manuals, standards, specifications, data sheets and other documents concerning or relating to or containing any reference to the Client’s business or activities or to the business or activities of any other member company of the Client and/or Independent Contractor or of any company, and any equipment, furniture, tools, documentation or other materials belonging to the Client of which the Independent Contractor may have the use during this Agreement, shall be returned to the Client whenever required to do so by the Client and in any event upon the termination of this Agreement.

     

    1. Termination of contract
    2. Either party to this agreement may cancel the agreement by providing the other party with 30 (thirty) days’ notice in writing.
    3. In the event that the Independent Contractor breaches any of the principle guidelines as set out in Annexure “A” to the extent where the Client’s good name is damaged, the Client may immediately cancel the agreement in writing without further notice to the Independent Contractor.
    4. In the event that the Independent Contractor cancels the agreement to accept permanent employment at a third party that was introduced to the Independent Contractor by the Client, then the third party will be held liable for a placement fee of 12% of the annual package agreed upon between the Independent Contractor and the third party.
    5. The provisions of c shall apply mutatis mutandis for a period of 120 (one hundred and twenty) days after cancellation of this agreement by the Independent Contractor.
    6. In the event of any dispute or difference arising between the parties hereto relating to or arising out of this agreement, including the implementation, execution, interpretation, rectification, validity, enforceability, termination or cancellation of this agreement or the performance of either the Client and/or the Independent Contractor, the parties will forthwith meet to attempt to settle such dispute or difference,
    7. Failing such settlement within a period of 14 (fourteen) days, the said dispute or difference can, if demanded by any party on written notice to the other parties, be submitted for resolution to a mediator.
    8. The mediator: –
      1. will have regard to the desire of the parties to dispose of such dispute expeditiously, economically and confidentially;
      2. need not observe or take into account the strict rules of law in arriving at his decision, which will be made as an expert and not as an arbitrator;
      3. will determine the party liable for his costs and the costs of an expert he consults and such party will pay his costs;
      4. will be entitled to consult with attorneys, counsel or any other expert with regard to any matter or issue as he may deem fit.
      5. The parties irrevocably agree that the decision in any proceedings hereunder: –
      6. will be final and binding on all of them;
      7. will forthwith be carried into effect;
      8. may be made an order of any court of competent jurisdiction.
    1. The provisions of this clause will continue to be binding on the parties notwithstanding any termination or cancellation of the agreement.

     

    1. Acknowledgement of Agreement

    The Independent Contractor and the Client hereby acknowledge the provisions of this Agreement and undertake to comply therewith and be bound thereby to such provisions or any part thereof affects the Independent Contractor and/or its representatives.

    ACCEPTANCE SIGNATURES:

    CONTRACTOR (Duly authorised hereto) 


      GSOURCERS:

      Authorized to sign:

      Signed at ____________________________on this _______day of ______________ 20__

      SIGNATURE:

      FULL NAME: ________________________

      SIGN:               ________________________ (Duly authorized hereto)

       

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