Service Provider Agreement.

1. Introduction

1.1The Company carries on business as a marketing agency specialising in strategy, marketing, and media productions.

1.2The Company, from time to time, requires ad-hoc Services.

1.3The Service Provider has the necessary expertise in providing the Services.

1.4The Company wishes to appoint and the Service Provider desires to perform the Services in accordance with the terms and conditions hereinafter set forth.

2. Definitions and Interpretation

2.1In this Agreement, the following words shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings and other words derived from the same origins as such words (that is, cognate words) shall bear corresponding meanings:

2.1.1"Applicable Laws" means in relation to a Party -

2.1.1.1all and any statutes and subordinate legislation and common law; and

2.1.1.2regulations; and

2.1.1.3ordinances and by-laws; and

2.1.1.4directives, codes of practice, rules, circulars, guidance notices, judgments and decisions of any competent authority, or any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and any replacement or amendment thereof; and

2.1.1.5other similar provisions,

2.1.2from time to time, compliance with which is mandatory for that Party;

2.1.3“Accepted Brief” means any accepted offer to perform the Services in any Brief pursuant to clause 4.3 below;

2.1.4"Agreement" means this independent Service Provider’s agreement together with the Annexes attached to it;

2.1.5"Best Industry Practice" means, in relation to an obligation, undertaking, activity or a service, the exercise of the degree of skill, speed, care, diligence, judgment, prudence and foresight and the use of practices, controls, systems, technologies and processes, which would be expected from a skilled, reputable and experienced service provider that is an expert in performing the same or similar obligation, undertaking, activity or service and utilising and applying skilled resources with the requisite level of expertise;

2.1.6"Business Day" means any day other than a Saturday, Sunday or gazetted national public holiday in the Republic of South Africa;

2.1.7“Brief” means the document described in 4.1 below which sets forth the Services to be performed by the Service Provider and the Fee to be paid for such Services;

2.1.8“Client/s” means any entity or person to which the Company renders services;

2.1.9"Commencement Date" means 1 January 2025;

2.1.10"Company Policies" means the policies, guidelines, procedures and practices of the Company, including any health and safety policies, guidelines, procedures and practices, any information technology policies, brand guidelines and advertising policies, guidelines, procedures and practices, and such other policies, guidelines, procedures and practices of the Company as may apply to Service Providers using or accessing the Company Infrastructure or the premises, facilities or systems of the Company and as implemented by the Company;

2.1.11"Company Property" means all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Company or its customers, Clients, and business contacts, and any equipment, keys, hardware or software provided for the Service Provider's use by the Company during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Service Provider on the Company's or the Service Provider's computer systems or other electronic equipment during the Engagement;

2.1.12"Confidential Information" means in relation to a Party, any information of a confidential and/or commercially sensitive nature, howsoever obtained or received and whether or not marked confidential, including any technical, commercial, financial or scientific information, know how, trade secrets, processes, marketing and business information, customer and supplier information, pricing information and/or any other information or material of whatever description or nature proprietary to a Party, whether in written, oral, magnetic, or machine-readable or other format;

2.1.13"Engagement" means the engagement of the Service Provider by the Company on the terms of this Agreement;

2.1.14"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;

2.1.15"Parties" means the parties to this Agreement, being the Company and the Service Provider, and "Party" shall refer to either of them, as determined by the context;

2.1.16"Rands" or "R" means South African Rand, the lawful currency of the Republic of South Africa;

2.1.17"Services" means the Services as described in more detail in any Accepted Brief;

2.1.18"Service Fees" means the fees payable for the Services as set out in any Accepted Brief;

2.1.19"Termination Date" means the date of termination of this Agreement, howsoever arising;

2.1.20"VAT" means value-added tax levied in terms of the Value-added Tax Act, 89 of 1991, as amended; and

2.1.21"Works" means all records, reports, documents, papers, drawings, Intellectual Property Rights, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Service Provider in the provision of the Services.

2.2In this Agreement:

2.2.1references to a statutory provision include any subordinate legislation made from time to time under that provision and include that provision as modified or re-enacted from time to time;

2.2.2words importing the masculine gender include the feminine and neuter genders and vice versa; the singular includes the plural and vice versa; and natural persons include artificial persons and vice versa;

2.2.3references to a "person" include a natural person, company, close corporation or any other juristic person or other corporate entity, a charity, trust, partnership, joint venture, syndicate, or any other association of persons;

2.2.4references to a "subsidiary" or a "holding company" shall be references to a subsidiary or holding company as defined in the Companies Act, 2008;

2.2.5if a definition imposes substantive rights and obligations on a Party, such rights and obligations shall be given effect to and shall be enforceable, notwithstanding that they are contained in a definition;

2.2.6any definition, wherever it appears in this Agreement, shall bear the same meaning and apply throughout this Agreement unless otherwise stated or inconsistent with the context in which it appears;

2.2.7if there is any conflict between any definitions in this Agreement then, for purposes of interpreting any clause of the Agreement or paragraph of any Annexe, the definition appearing in that clause or paragraph shall prevail over any other conflicting definition appearing elsewhere in the Agreement;

2.2.8where any number of days is prescribed, those days shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which event the last day shall be the next succeeding Business Day;

2.2.9where the day upon or by which any act is required to be performed is not a Business Day, the Parties shall be deemed to have intended such act to be performed upon or by the next succeeding Business Day;

2.2.10any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated as having not been written (ie pro non scripto) and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction;

2.2.11the use of any expression covering a process available under South African law (such as but not limited to a winding-up) shall, if any of the Parties is subject to the law of any other jurisdiction, be interpreted in relation to that Party as including any equivalent or analogous proceeding under the law of such other jurisdiction;

2.2.12references to any amount shall mean that amount exclusive of VAT, unless the amount expressly includes VAT;

2.2.13the rule of construction that if general words or terms are used in association with specific words or terms which are a species of a particular genus or class, the meaning of the general words or terms shall be restricted to that same class (ie the eiusdem generis rule) shall not apply, and whenever the word "including" is used followed by specific examples, such examples shall not be interpreted so as to limit the meaning of any word or term to the same genus or class as the examples given.

2.3The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement which are expressly provided to operate after any such expiration or termination, or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the relevant provisions themselves do not provide for this.

2.4Each of the provisions of this Agreement has been negotiated by the Parties and drafted for the benefit of the Parties, and accordingly the rule of construction that the contract shall be interpreted against or to the disadvantage of the Party responsible for the drafting or preparation of the Agreement (ie the contra proferentem rule), shall not apply.

3. Term of Engagement

3.1The Company shall engage the Service Provider and the Service Provider shall provide the Services in accordance with the terms of this Agreement and any Accepted Brief.

3.2The Engagement shall commence on the Commencement Date and shall endure until 1 January 2028, unless terminated earlier in accordance with the terms of this Agreement or extended by written agreement between the Parties.

4. Provision of Services

4.1From time to time, the Company may provide the Service Provider with a Brief, setting out:

4.1.1The Services required by the Company for the Client;

4.1.2The Service Fee payable for the Services;

4.1.3Any other relevant information or terms and conditions applicable to the Brief as determined by the Company.

4.2The Service Provider shall have a period of 3 days to offer to perform the Services on the terms of the Brief. Where the Service Provider makes such an offer within the 3 day period, the Company shall accept or decline the offer at its discretion.

4.3Where the Company accepts the Service Provider’s offer to perform the Services in terms of the Brief, the Service Provider will render the Services in accordance with the Brief and the terms of this Agreement. The Accepted Brief will form part of this Agreement.

4.4The Service Provider may not enter into any contracts on behalf of the Company unless the Company has specifically authorised it to do so and has approved the terms of the contract in question including, but not limited to, the financial arrangements.

4.5The Service Provider shall comply with all the Company Policies from time to time in force.

4.6The Service Provider shall comply with all Applicable Laws and shall be responsible for obtaining all licences required to perform the Services in accordance with this Agreement.

4.7During the Engagement the Service Provider shall provide the Services with all due care, skill and ability in accordance with Best Industry Practice.

4.8The Service Provider acknowledges that any Briefs will be sent to it at the Company’s sole discretion during the Engagement. The Service Provider shall have no claims of whatever nature against the Company arising from the Company electing to either (i) not send any Briefs to the Service Provider or (ii) not accept any offers made by the Service Provider to perform the Services set out in any Brief.

5. Compensation and Payment

5.1The Company shall pay to the Service Provider the Service Fees as set out in any Accepted Brief. The Service Provider shall submit an appropriate invoice to the Company as soon as reasonably practicable after rendering the Services in terms of any Accepted Brief. The Fee shall be payable on the terms set out in Accepted Brief.

5.2All payments of Service Fees shall be in Rands, unless otherwise expressly agreed between the Company and the Service Provider.

5.3The Service Provider shall be responsible for and shall pay any and all taxes that may be imposed on them as a result of providing the Services to the Company.

5.4Payment of Service Fees shall be made directly by the Company into the nominated bank account, or into such other account as directed by the Service Provider in writing to the Company.

5.5The Service Provider shall not be entitled to charge for any additional hours worked in order to provide perform and/or complete the performance of the Services.

5.6The Company shall pay all undisputed amounts as shown on each invoice submitted by the Service Provider within thirty (30) days of receipt.

5.7The invoices submitted by the Service Provider shall:

5.7.1state the name of the Service Provider;

5.7.2the Service Provider's contact information;

5.7.3the specific and detailed accounts of the Services performed; and

5.7.4be submitted to the Company as set forth in clause 13.1.

5.8The Company shall be entitled to make deductions and/or set off from any amount payable to the Service Provider, and to claim from the Service Provider any amount which may be due by the Service Provider to the Company.

5.9The Service Provider hereby indemnifies and holds the Company harmless against any claim for income tax or value added tax payments, by the South African Revenue Service, including any costs and/or damages that the Company may incur and/or suffer with regards to such a claim. The Company will be entitled to recover monies claimed by SARS from the Company, in respect of income tax payments in respect of the Service Provider, from the Service Provider, including the deduction or set-off from monies due to the Service Provider for Services rendered.

6. Confidential Information

6.1The Service Provider acknowledges that in the course of the Engagement it will have access to Confidential Information. The Service Provider has therefore agreed to accept the restrictions in this clause 6.

6.2The Service Provider shall not (except in the proper course of its duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

6.2.1any use or disclosure authorised by the Company or required by law; or

6.2.2any information which is already in, or comes into, the public domain otherwise than through the Service Provider's unauthorised disclosure.

6.3At any stage during the Engagement, the Service Provider will promptly on request return all and any the Company Property in its possession to the Company.

7. Intellectual Property

7.1The Intellectual Property Rights in and to any Works howsoever created shall vest in the Company, and the Company hereby grants to the Service Provider a non-exclusive licence to use the Works insofar as is required for the provision of the Services. To the extent necessary, the Service Provider hereby irrevocably cedes and assigns all its right, title and interest in and to the Works to the Company.

7.2To the extent applicable, the Service Provider expressly waives all moral rights in respect of the Works.

8. Data Protection

8.1The Service Provider warrants and undertakes to comply with their obligations under all applicable laws and regulations from time to time, relating to data protection, privacy and information security including (without limitation) the Personal Information Act 4 of 2013 (“POPI”) and any national implementing, amending or replacement legislation.

8.2Without prejudice to the foregoing, the Service Provider shall not act or omit to act in a manner that will or is likely to result in the Company breaching their obligations under such applicable laws. Nothing contained in this Agreement relieves the Service Provider of their own direct responsibilities and liabilities under applicable laws.

8.3To the extent that the Service Provider, now or at any stage in the future, processes any personal data on behalf of the Company, the Service Provider shall: (i) process such personal data only in accordance with the Company’s written instructions (unless required by law to act without such instructions); (ii) implement appropriate technical and organisational measures to protect such personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure; (iii) document and implement a process for the prompt and effective detection, containment, assessment and resolution of any suspected, potential or actual data incident; (iv) notify the Company immediately in writing of any suspected, potential or actual data incident, including any suspected, potential or actual accidental, unlawful or unauthorised destruction, disclosure, loss, alteration or access in relation to personal data processed on behalf of the Company; (v) allow the Company to conduct physical inspections of the Service Provider’s premises to ensure compliance with this clause; (vi) not subcontract any processing of such personal data without a written contract and the prior written consent of the Company; and (vii) upon termination or expiry of the Agreement, at the Company’s request, promptly delete or return all personal data; and (viii) not process and/or transfer any such personal data to any country outside South Africa without the prior written consent of the Company and in any case, subject to the Supplier ensuring that adequate safeguards are put in place to protect the personal data they process on behalf of the Company.

8.4The Company will be required to process the Service Provider’s personal information (which may include Special Personal Information as defined in POPI) for purposes of fulfilling the terms of this Agreement. The Service Provider’s personal information will be processed in accordance with POPI. To the extent required, the Service Provider acknowledges that the acceptance of this Agreement constitutes an unconditional, specific and voluntary consent to the processing (including storage) of their personal information by the Company under any Applicable Law, which consent shall, in the absence of any written objection received from the Service Provider, be indefinite and/or for the period otherwise required in terms of any Applicable Law.

9. Warranties and Liabilities

9.1Each Party represents and warrants to the other that:

9.1.1it has the necessary and requisite corporate power and authority to enter into this Agreement; and

9.1.2that it will perform all of its obligations in compliance with all Applicable Laws.

9.2Each Party undertakes to the other that it shall do all such things, perform all such acts, including but not limited to, providing and making available to each other all information, records and documents, and take all steps to procure the doing of such things and the performance of all such acts, as may be necessary or incidental to give or conducive to the giving of effect of the terms, conditions and import of this Agreement.

9.3The Service Provider warrants and represents to the Company that they shall provide the Services with all due skill, care and diligence and in compliance with the terms of this Agreement, all Applicable Laws and Best Industry Practice.

9.4Except as recorded in this clause 9, the Parties make no other representations undertakings or warranties (express or implied) in favour of the other Party.

9.5Notwithstanding any other provision of this Agreement and insofar permitted by law, the Company shall not be liable for any incidental, special or consequential damages arising from performance of this Agreement.

9.6The Service Provider hereby indemnifies and holds the Company harmless from and against all claims, loss, liability, damage or expense which it may suffer in arising from the breach of the Service Provider’s obligations in this Agreement.

10. Termination

10.1Notwithstanding the provisions of clause 3, the Company may terminate the Engagement with immediate effect with no liability to make any further payment to the Service Provider (other than in respect of amounts accrued before the Termination Date) if at any time:

10.1.1the Service Provider commits any breach of the provisions of this Agreement and fails to remedy such breach within ten (10) days' notice from the Company to remedy such breach or refuses or neglects to comply with any reasonable and lawful directions of the Company;

10.1.2the Service Provider fails to render the Services in accordance with the terms of this Agreement;

10.1.3the Service Provider makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made or an administrator or receiver is appointed in relation to the Service Provider; or

10.1.4the Service Provider commits any fraud or acts of dishonesty.

10.2Each Party will have the right, without prejudice to its other rights or remedies, to terminate this Agreement and the Engagement for convenience and without cause by providing the other Party with one (1) month's written notice to such effect.

10.3The rights of the Company under clause 10.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this Agreement on the part of the Service Provider as having brought the Agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver of these rights.

11. Obligations on Termination

11.1.1On the Termination Date the Service Provider shall immediately deliver to the Company all the Company Property (including any Works) in its or his possession or under its or his control, and irretrievably delete any information relating to the business of the Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its or his possession or under its or his control outside the premises of the Company.

12. Relationship between the Parties

12.1The relationship of the Service Provider to the Company will be that of a Service Provider and nothing in this Agreement shall render it an employee, worker, agent or partner of the Company and neither shall the Service Provider hold itself out as such.

12.2The Parties record, and the Service Provider agrees, that the Service Provider is fully aware of the current stipulations in the Basic Conditions of Employment Act and the Labour Relations Act of 1995, as amended. It is hereby recorded and declared by the Service Provider that the Service Provider freelances their Services to the Company as a Service Provider, does have other business interests which it is fully entitled to pursue without any restriction from the Company, and freely and voluntarily agrees and elects to enter into this Agreement with the Company, this being the true nature of the Agreement between the Parties.

13. Miscellaneous Matters

13.1postal address

13.1.1Any written notice in connection with this Agreement may be addressed:

13.1.1.1in the case of the Company to:

13.1.1.2address : WeWork c/o ThinkStory, 173 Oxford Road, Rosebank, Johannesburg, South Africa, 2196

email : [email protected]

and marked for the attention of Matt Masson

13.1.1.3in the case of the Service Provider to:

13.1.1.4address : —

13.1.1.5email : —

13.1.2The notice shall be deemed to have been duly given:

13.1.2.1five (5) Business Days after posting (fourteen (14) Business Days if the address is not in the Republic of South Africa), if posted by registered post (airmail, if available) to the Party's address in terms of clause 13.1.1;

13.1.2.2on delivery, if delivered to the Party's physical address in terms of either clause 13.1.1 or clause 13.2.1 before 17h00 on a Business Day, or if delivered on a Business Day but after 17h00 on that Business Day or on any day other than a Business Day, it will be deemed to have been given at 08h30 on the first Business Day after it was delivered;

13.1.2.3on despatch, if sent to the Party's then fax number or e-mail address before 17h00 on a Business Day or if sent on a Business Day but after 17h00 on that Business Day, or on any day other than a Business Day, it will be deemed to have been given at 08h30 on the first Business Day after it was sent;

unless the addressor is aware, at the time the notice would otherwise be deemed to have been given, that the notice is unlikely to have been received by the addressee through no act or omission of the addressee.

13.1.3A Party may change that Party's address or fax number or e-mail address for this purpose by notice in writing to the other Party, such change to be effective only on and with effect from the 7th Business Day after the giving of such notice.

13.1.4Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate written notice or communication to that Party notwithstanding that it was not sent to or delivered at that Party's chosen address in 13.1.1.

13.2address for service of legal documents

13.2.1The Parties choose the following physical addresses at which documents in legal proceedings in connection with this Agreement may be served (ie their domicilia citandi et executandi):

13.2.1.1in the case of the Company to:

13.2.1.2address : WeWork c/o ThinkStory, 173 Oxford Road, Rosebank, Johannesburg, South Africa, 2196

13.2.1.3in the case of the Service Provider to:

13.2.1.4address : —

13.2.2A Party may change that Party's address for this purpose to another physical address in the Republic of South Africa by notice in writing to the other Party such change to be effective only on and with effect from the 7th Business Day after the giving of such notice.

13.2.3Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate service of such written notice or communication to that Party notwithstanding that it was not sent to or delivered or served at that Party's chosen domicilium citandi et executandi.

13.3Entire Contract

This Agreement contains all the provisions agreed on by the Parties with regard to the subject matter of the Agreement and supersedes and novates in its entirety any previous understandings or agreements between the Parties in respect thereof, and the Parties waive the right to rely on any alleged provision not expressly contained in this Agreement.

13.4No Stipulation for the Benefit of a Third Person

Save as is expressly provided for in this Agreement, no provision of this Agreement constitutes a stipulation for the benefit of a third person (ie a stipulatio alteri) which, if accepted by the person, would bind any Party in favour of that person.

13.5Variation, Cancellation and Waiver

No contract varying, adding to, deleting from or cancelling this Agreement, and no waiver of any right under this Agreement, shall be effective unless reduced to writing and signed by or on behalf of the Parties.

13.6Indulgences

The grant of any indulgence, extension of time or relaxation of any provision by a Party under this Agreement shall not constitute a waiver of any right by the grantor or prevent or adversely affect the exercise by the grantor of any existing or future right of the grantor.

13.7Cession and Delegation

13.7.1Except as provided for elsewhere in this Agreement, a Party may not cede any or all of that Party's rights or delegate any or all of that Party's obligations under this Agreement without the prior written consent of the other Party.

13.7.2Notwithstanding the provisions of clause 13.7.1, the Company may assign its rights and obligations under this Agreement to any affiliate of the Company, without the consent of the Service Provider.

13.8Applicable Law

This Agreement is to be governed, interpreted and implemented in accordance with the laws of the Republic of South Africa.

13.9Jurisdiction of South African Courts

The Parties consent to the non-exclusive jurisdiction of the Gauteng Division of the High Court of South Africa, Pretoria for any proceedings arising out of or in connection with this Agreement.

13.10Costs

13.10.1Each Party shall bear that Party's own legal costs and disbursements of and incidental to the negotiation, preparation, settling, signing and implementation of this Agreement.

13.10.2Any costs, including all legal costs on an attorney and own client basis and VAT, incurred by a Party arising out of or in connection with a breach by another Party shall be borne by the Party in breach.

13.11Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same agreement.

13.12Independent Advice

Each of the Parties hereby respectively agrees and acknowledges that:

13.12.1it has been free to secure independent legal advice as to the nature and effect of each provision of this Agreement and that it has either taken such independent legal advice or has dispensed with the necessity of doing so; and

13.12.2each provision of this Agreement (and each provision of the Annexes) is fair and reasonable in all the circumstances and is part of the overall intention of the Parties in connection with this Agreement.

13.13Good Faith

The Parties shall at all times act in good faith towards each other and shall not bring any of the other Parties into disrepute.

13.14Co-Operation

Each of the Parties undertakes at all times to do all such things, perform all such acts and take all such steps, and to procure the doing of all such things, within its power and control, as may be open to it and necessary for and incidental to the putting into effect or maintenance of the terms, conditions and import of this Agreement.