TERMS & CONDITIONS

Warranties and Undertakings

Each party warrants to the other that it has the authority and power to enter into any Agreement.

By accepting and performing the services referred to in terms of any Agreement the client represents and warrants that:

It has the experience, ability and expertise to carry out the services;

It shall perform the services in a good, professional and workmanlike manner, in accordance with the provisions of this Agreement;

It shall not incur any liability on behalf of MGP AND ASSOCIATES LIMITED or in any way pledge or purport to pledge the MGP AND ASSOCIATES LIMITED credit or make any representations or give any warranties except with the MGP AND ASSOCIATES LIMITED’s express prior written consent thereto;

MGP AND ASSOCIATES LIMITED represents and warrants that:

It shall respond in a timeous manner to all reasonable requests of the client and/or its consultants, employees, agents or subcontractors with regard to the furnishing of information required for the carrying out of its services.

General Obligations, Duties and Responsibilities

MGP AND ASSOCIATES LIMITED agrees to devote the time and best efforts to providing the client with the best quality of service, performed under the direction of the client’s officers and representatives, and to conform to the best of MGP AND ASSOCIATES LIMITED’s ability with the rules, regulations and instructions of the client now in force or that may be adopted and agreed with the client as an integral part of any agreement.

Personnel

Each party undertakes and agrees that it shall ensure that all of its personnel are appropriately qualified, skilled and experienced.

Return of material pertaining to the information

The disclosing party may, at any time, request the receiving party to return any material containing, pertaining to or relating to information disclosed pursuant to the terms of this agreement and may, in addition request the receiving party to furnish a written statement to the effect that, upon such return, the receiving party has not retained in its possession, or under its control, either directly or indirectly, any such material.

As an alternative to the return of the material contemplated above, the receiving party shall, at the instance of the disclosing party, destroy such material and furnish the disclosing party with a written statement to the effect that all such material has been destroyed. The receiving party shall comply with such a request, in terms of this clause 6, within 7 days of receipt of such a request.

Excluded Information

The obligations of the Parties pursuant to the provisions of any agreement shall not apply to any information that:

Is known to, or in the possession of the receiving party prior to disclosure thereof by the disclosing party;

Is or becomes publicly known, otherwise than pursuant to a breach of this agreement by the receiving party;

Is developed independently of the disclosing party by the receiving party in circumstances that do not amount to a breach of the provisions of this agreement;

Is disclosed by the receiving party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the receiving party shall advise the disclosing party to take whatever steps it deems necessary to protect its interests in this regard; provided further that the receiving party will disclose only that portion of the information which it is legally required to disclose and the receiving party will use its reasonable endeavours to protect the confidentiality of such information to the widest extent possible in the circumstances;

Is disclosed to a third party pursuant to the prior written authorisation of the disclosing party;

Is received from a third party in circumstances that do not result in a breach of the provisions of this agreement.

Additional Action

Each party to any agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of any agreement.

Nothing contained in any Agreement shall act to prevent any one or all of the Parties hereto from concurrently or otherwise discussing or planning similar projects with non-Parties to this Agreement so long as the nondisclosure aspects of this Agreement are not violated.

Amendments

No amendment, interpretation or waiver of any of the provisions of any agreement shall be effective unless reduced to writing and signed by all the Parties

Enforcement

The failure to enforce or to require the performance at any time of any of the provisions of this agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of any agreement or any part thereof or the right of any party to enforce the provisions of any agreement.

Force Majeure

MGP AND ASSOCIATES LIMITED shall not be liable default or delay in deliveries due to cause beyond its control and without its fault or negligence, including but not limited to acts of God, or of the public enemy, any preference, priority or allocation order issued by the Government, changes in applicable law or any other act of Government, fires, floods, unusually severe weather, epidemics, quarantine restrictions, strikes, freight embargos, or delays of MGP AND ASSOCIATES LIMITED suppliers. In the event of such delay, delivery dates shall be extended accordingly for a period equal to the time lost by reason of such delay. MGP AND ASSOCIATES LIMITED shall use its reasonable efforts to remove the cause of delay and resume work as soon as possible and to mitigate any delivery schedule delay. In no event shall MGP AND ASSOCIATES LIMITED be liable for any damages.

Confidential Information

For the purpose of any agreement include, without limitation, any technical, commercial, customer, personnel, scientific, and/or business information in written, graphic, oral or other tangible or intangible forms including, but not limited to, specifications, models, records, strategies, know-how, trade secrets, processes, machinery, designs, drawings, schematics, notes, reports, computer programs and samples communicated or transferred in any other manner to the receiving party or acquired by the receiving party from the disclosing party.

Such information may contain proprietary, private or confidential material, or material subject to applicable laws regarding secrecy of communications or trade secrets.

Disclosure of Information

The Parties hereby agree:

To disclose the information to one another to the extent deemed necessary or desirable by each of them in their sole discretion.

And acknowledge that the information is a valuable, special and unique asset proprietary to the disclosing party.

That they will not, during the course of their discussions with one another or, thereafter, disclose the information to any third party for any reason or purpose whatsoever without the prior written consent of the disclosing party, save in accordance with the provisions of this agreement;

That, notwithstanding anything to the contrary contained in this agreement, the information may be disclosed by the receiving party to its professional advisors, agents and consultants on a need-to-know basis; provided that the receiving party takes whatever steps are necessary to procure that such professional advisors, agents and consultants agree to abide by the terms of this agreement to prevent the unauthorised disclosure of the information to third Parties;

To identify in writing as confidential or proprietary, or mark as confidential or proprietary, any information, which either party, deems to be Confidential Information;

To consider information that is disclosed orally as Confidential Information.

Not to utilise, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this agreement for any purpose whatsoever without the prior written consent of the disclosing party;

To use such Confidential Information only for purposes of work services or analysis related to the matter of mutual interest described above and for other purposes only upon such terms as may be agreed upon between the Parties in writing;

Neither disclosure of Confidential Information nor this Agreement shall be construed as a license to make, use or sell the Confidential Information or products derived therefrom. Nor shall disclosure of such Confidential Information construe the transfer of any rights from the disclosing party to the receiving party.

That the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the disclosing party. Accordingly, the receiving party indemnifies and holds the disclosing party harmless against any loss, action, expense, claim, harm or damage, of whatever nature, suffered or sustained by the disclosing party pursuant to a breach by the receiving party of the provisions of this agreement.

Violation

It is agreed that a violation of any of the provisions of any Agreement will cause irreparable harm and injury to the non-violating party and that party shall be entitled, in addition to any other rights and remedies it may have at law in equity, to an injunction enjoining and restraining the violating party from doing or continuing to do any such act and any other violations or threatened violations of this Agreement. Absent a showing of willful violation of this Agreement, neither party shall be liable to the other, whether in contract or otherwise, for special, indirect, incidental or consequential damages.

No Obligation to Disclose

Notwithstanding any other provision to the contrary herein, any agreement entered into does not create any obligation on either party to disclose any particular Confidential Information to the other, all disclosures being at all times within the sole discretion of the parties.

Severability

In the event of any one or more of the provisions of this agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, and this agreement shall be construed as if such invalid, illegal or unenforceable provision was not a part of this agreement, and the agreement shall be carried out as nearly as possible in accordance with its original terms and intent.

No Waiver

No failure by either party to exercise and no delay in exercising any right, power or privilege hereunder will operate as a waiver hereof, nor will any single or partial exercise of any right or privilege hereunder preclude further exercise of the same right or the exercise of any right hereunder. A waiver on one or more occasions of any of the provisions hereof shall not be deemed a continuing one.

Disclaimer and Limitation of Liability

Notwithstanding any provision of any agreement to the contrary, in no event shall MGP AND ASSOCIATES LIMITED be liable for any special incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of profits, or business interruption) arising out of the use of any services, either separately or in combination with any other services, even if MGP AND ASSOCIATES LIMITED has been advised of the possibility of such damages. MGP AND ASSOCIATES LIMITED shall have no obligation or liability for ant gratuitous information or assistance provided by, but not required of MGP AND ASSOCIATES LIMITED foregoing and hereunder, MGP AND ASSOCIATES LIMITED’s total aggregate liability hereunder whether based upon contract, tort (including negligence and strict liability) or otherwise, shall in no event exceed the price paid by the client for services sold hereunder.

Payment Terms

Unless otherwise specified on a contract or statement of work signed by both MGP AND ASSOCIATES LIMITED and the client, MGP AND ASSOCIATES LIMITED reserves the right to require payment in advance of delivery of the said services. In the event the client fails to pay any invoice when due, in addition to any other right reserved in the contract terms and conditions, MGP AND ASSOCIATES LIMITED reserves the right to suspend or limit performance until all past due sums are paid.

The first invoice for the agreed services is payable in advance by the client prior to the commencement of the agreed services provided by MGP AND ASSOCIATES LIMITED to the client.

Further, MGP AND ASSOCIATES LIMITED reserves the right to charge interest at the rate of ten per cent(10.0%) per month, or the maximum rate permitted by law, whichever rate is lower, on any unpaid balance owing by the client from the date due until the date paid.

It is agreed that title to any services provided not fully paid at the time of delivering the service shall be retained and remain in MGP AND ASSOCIATES LIMITED until the balance owing is paid in full or if an agreed installment plan has been implemented between MGP AND ASSOCIATES LIMITED and the client.