1
Exhibit 10.1
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of 1st October, 1999 (the "Agreement"), by and
between Net1 Holdings S.A.R.L., a Luxembourg Corporation (the "Company"),
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "consultant").
WHEREAS, the Company desires that the Consultant provide the Company and its
affiliates with certain consulting and advisory services, and the Consultant
desires to render such services to the Company in consideration of a consulting
fee.
NOW, THEREFORE, and in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. CONSULTING SERVICES
During the term of this Agreement, the Consultant shall be available
generally to render advice to the Company and its affiliates on matters
including but not limited to the corporate restructuring of the Company
and its affiliates and the development and implementation of a
partnership network on a worldwide base.
2. COMPENSATION EXPENSES
As compensation for the Consultant's services hereunder, the Company
shall pay the Consultant a consulting fee in the amount of US$ 12,500
(Twelve Thousand, Five Hundred Dollars Only) per month, payable on the
first day of each month. In addition, the Consultant shall be
reimbursed for necessary and reasonable business expenses incurred
by the Consultant in connection with the performance of his duties
hereunder, including, without limitation, the cost of necessary office
supplies and equipment.
3. TERM
The term of this Agreement shall commence on 1st October 1999 for one
quarter and thereafter renewed each quarter, unless sooner terminated
by agreement of the parties with one week notice period.
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Page: 2
4. INDEMNIFICATION
(a) The Company agrees to indemnify and hold harmless the Consultant
from any and all claims, liabilities, losses, costs, damages,
expenses, judgements, fines and amounts paid in settlement
(including attorney's fees), arising from any source whatsoever.
The Company shall be entitled to direct the defense of any claim
for which it is obligated to provide indemnification, at the
Company's expense, but such defense shall be conducted by legal
counsel mutually agreed to by the Company and the Consultant.
The company agreed to keep the Consultant informed on a timely
basis of the status of all legal proceedings relating to this
indemnification and shall provide copies of all documents
relating to the legal proceedings to the Consultant or at the
Consultant's request, its legal counsel. The company further
agreed that it will not settle, compromise or consent to the
entry of any judgement in any pending or threatened claim,
action or proceeding in which it is obligated to provide
indemnification hereunder without the prior written consent of
the Consultant, which consent shall not be unreasonably withheld
or delayed.
(b) Expenses incurred in defending any threatened or pending civil,
criminal, administration or investigative action, suit or
proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding, upon receipt of
an undertaking by or on behalf of the Consultant to repay such
amount if it is ultimately determined, in a final non-appealable
judgement of a court of competent jurisdiction, that the
Consultant is not entitled to be indemnified against such
expenses solely as a result of the Consultant's gross negligence
or intentional wrongdoing. This undertaking by the Consultant
shall be an unqualified general undertaking, and no security for
such undertaking will be required.
(c) All of the Consultant's rights under this Section 4 will
continue even after this Agreement has been terminated for any
reason.
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5. ASSIGNABILITY
This Agreement shall be binding upon and shall inure to the benefit of
and be enforceable by the parties and their respective successors;
provided that neither party may assign its rights or obligations
hereunder without the prior written consent of the other.
6. NOTICES
All notices and other communications required or permitted by this
Agreement or by law to be served upon or given to a party hereto by the
other party hereto shall be deemed duly made after delivery by hand or
registered commercial overnight courier, return receipt requested,
addressed as follows:
If To The Company, To:
Net1 Holdings, S.A.R.L.
4th Floor, North Wing,
President Place
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
Attention Serge C P Belamant
If To The Consultant, To:
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
Attention ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
7. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, and all of which together will constitute one
and the same instrument.
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8. HEADINGS
The headings contained herein are for reference purposes only and shall
not in any way affect the meaning or interpretation of the Agreement.
9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the internal laws of Luxembourg, without regard to the conflicts of
law principles hereto.
10. AMENDMENT
This Agreement may be amended only with the prior written approval of
each of the parties hereto.
IN WITNESS WHEREOF, the parties, each by its duly authorised signatory,
have executed this Agreement as of the date first above written.
FOR & ON BEHALF OF NET1 HOLDINGS, S.A.R.L.
/s/ S. Belamant
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Mr S C P Belamant
Joint Executive Director
ACCEPTED BY:
/s/ ▇. ▇▇▇▇▇▇▇
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Mr C ▇▇▇▇▇▇▇
