Exhibit 10.1
8th day of September 2003
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Datatec Management Services (Proprietary) Limited
and
Westcon Group Inc
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INTRA-GROUP SERVICES AGREEMENT
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THIS AGREEMENT is made the 8th day of September 2003.
BETWEEN:
(1) Datatec Management Services (Proprietary) Limited (Registration Number
1996/012776/07)) whose registered office is at 0 Xxxxxxxxxx Xxxxxx Xxxx,
Xxxxxxx Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx (the "Supplier");
and
(2) Westcon Group Inc whose principal place of business is at 000 Xxxxx Xxxxxx
Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx of America (the
"Recipient") (together the "Parties" and each a "Party").
WHEREAS:
(A) The Supplier and the Recipient are subsidiaries of Datatec Limited.
(B) The Supplier can provide certain services (the "Services") a description
of which is set out in Schedule 1 to this Agreement.
(C) The Recipient requires Services to be provided.
(D) The Supplier has agreed to supply the Services to the Recipient on the
terms set out in this Agreement and the Parties have entered into this
Agreement to record the allocation of costs and responsibilities between
them. The Agreement reflects the understanding between the parties of the
arrangements for such services from 1 April 2001 onwards.
(E) The Supplier has entered into substantially similar agreements with other
subsidiaries of Datatec Limited.
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IT IS AGREED as follows:
1. Supply of Services
1.1 The Supplier agrees to supply Services to the Recipient as agreed between
the parties from time to time in accordance with the terms of this
Agreement and has provided such services to the Recipient since
acquisition of the Recipient by the Supplier.
1.2 The Recipient, for its own commercial benefit, desires to avail itself of
Services offered by the Supplier.
1.3 The Supplier shall use all reasonable endeavours to provide the Services.
2. Fees
2.1 The Supplier shall charge a fee in accordance with Schedule 2.
3. Payment
3.1 The Supplier shall invoice the Recipient every six months.
3.2 The invoice shall set out in reasonable detail the nature of the services
actually provided in the period covered.
3.3 Payment shall be in South African Rand ('ZAR').
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4. Obligations of Supplier and Recipient
4.1 The Supplier undertakes to provide the Services to the best of its ability
and further undertakes that any of the Supplier's personnel used to
provide the Services shall be competent to provide them.
4.2 The Recipient undertakes to provide all reasonable assistance to the
Suppliers personnel to enable them to provide the Services.
5. Termination
5.1 This Agreement shall continue in force unless terminated by either Party
giving to the other not less than one month's notice of termination in
writing to expire on the last day of a calendar month.
6. Governing Law
6.1 This Agreement shall be governed by the laws of South Africa and the
Parties hereby irrevocably submit the non-exclusive jurisdiction of the
Courts of South Africa.
In witness whereof the Parties have signed this agreement as of the date stated
above
The Recipient The Supplier
By: /s/ Xxxxx Xxxxx By /s/ Xxxx Xxxx Xxxxx
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Xxxxx Xxxxx Xxxx Xxxx Xxxxx
Director Director
Datatec Management Services Westcon Group Inc
(Proprietary) Ltd
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Schedule 1
The Services
1. The Supplier will make available and supply expertise, advisory services
and other resources in the areas set out below, as agreed from time to
time with the Recipient:
a) Financial Administration
Advice and assistance on financial practices and procedures.
b) Human resources
Advice and assistance on remuneration and incentives, recruitment and
other personnel issues.
c) Business Services
Advice and services in relation to business strategy and developing
and protecting the Recipient's commercial interests.
d) Marketing and market research
Marketing support and services with a view to promoting the
Recipient's business.
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Schedule 2
Fees
1. Each six monthly invoice will be based on the costs incurred by the
Supplier which are attributable to the supply of services under this
Agreement together with a profit element of 5% of these costs. In
determining the aggregate amount of costs that are subject to allocation
under this agreement the Supplier shall determine all direct and indirect
costs incurred in rendering the services specified in this agreement to
the Recipient, including cost of personnel, travel and equipment, expenses
paid to third parties and overhead expenses.
2. The costs referred to in paragraph 1 above shall exclude any expenses
relating to the issue of shares and securities by the Supplier or any
other member of the Datatec group of companies, the acquisition, holding
and disposal of investments by the Supplier or any other member of the
Datatec group of companies except the Recipient and its subsidiaries. The
costs in 1 above shall also exclude those costs incurred in the
performance by the Supplier of services that constitute shareholder
services
3. Costs incurred by the Supplier shall fall into two categories, namely,
those identified as relating specifically to the supply of services to the
Recipient and those which relate to the supply of services to the
Recipient together with one or more other members of the Datatec group of
companies.
Costs which relate specifically to the supply of services to the Recipient
shall be allocated directly to the Recipient at the end of each half year.
Costs which relate to the supply of services to the Recipient together
with one or more other members of the Datatec group of companies.
The total costs shall be allocated by reference to the following formula
for each half year:
[ ]
| |
| |
R= | [P x SR] + [P x WR] | + Q
| | --| | --| |
| [ ST] [ WT] |
| ------------------- |
| 2 |
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where:
R is a cost attributable to the supply of services under this agreement
(in ZAR), exclusive of VAT;
P is a group of costs sustained by the Supplier (in ZAR) which can be
identified as relating to the supply of services to the Recipient together
with one or more members of the Datatec group of companies, but excluding
the costs incurred in providing payroll administration services to South
African Group companies;
SR is the value (in ZAR) of turnover shown in the management accounts of
the Recipient for the half year;
ST is the total value (in ZAR) of turnover shown in the management
accounts of the members of the Datatec group of companies which benefit
from the group of costs, (P) for the first quarter;
WR is the total number of employees (headcount) of the Recipient;
WT is the total number of employees (headcount) of all the members of the
Datatec Group of companies, which benefit from the group of costs (P), for
the half year;
Q is the total value (in ZAR), exclusive of VAT, of costs which relate
specifically to the supply of services to the Recipient and not to any
other Datatec group member.
"Turnover" refers to the gross income derived by a company from the sale
of products or from rendering services to any person, whether affiliated
to the company or not.
4. The calculation shall be repeated after the end of each half year.
5. On request, the Supplier will provide to the Recipient a statement from
its auditors to the effect that the aggregate fee charged for each year
has been properly computed in
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accordance with the principles and method for the time being agreed
between the Supplier and the Recipient under the terms of this Agreement.
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