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TONIC owns the copyright for this document and all its contents.This proposal should be considered private and confidential and may not be shared with any third partywithout the prior written permission of TONIC.Tienie de KlerkIntechify Proprietary LimitedGround FloorSouthdowns Ridge Office ParkCnr John Vorster & Nellmapius Drive Gauteng 0062South AfricaBy electronic mail: tienie@intechify.co.zaJanuary 26, 2022Dear Sir,RE: CREATIVE SERVICES ENGAGEMENT LETTER - Intechify 2022 Brand EvolutionThank you for the opportunity to present our engagement letter (the “Engagement Letter”) in relation tocreative services required for the Intechify 2022 Brand Evolution (the “Services”), to be provided by TonicBranding Proprietary Limited (“Tonic” or “we”) to Intechify Proprietary Limited (“Intechify”).As per your requirements, we have formulated the Services scope of work (“SOW”) to provide Intechify withcomprehensive Services, for the duration of the aforementioned project, on a fixed fee basis.SOWThe SOW is an hourly rate model which has been amortised over the duration of the engagement.The SOW shall include the following monthly allocations:1. Creative & Copywriting Services – 8 (eight) hours;Bi-monthly sessions will be attended with the Intechify team for strategic advice, creative services planningand copywriting with regard to ongoing projects and to discuss new ideas and Intechify’s strategy.The Services are provided on a calendar-month basis, and resources have specifically been reserved forIntechify’s purposes. As such, if Intechify fails to utilise the resources during any particular calendar month it isagreed that such unallocated hours shall not roll over to the following, or subsequent, calendar months andshall be forfeited.
The SOW excludes any production, extensive illustration, photography, design or development costs, forwhich Intechify shall be liable, however, subject to the condition that Tonic shall submit such costs to Intechifyfor approval before incurring such expenditure.Should Intechify require any additional services, or an amendment to the SOW, Tonic shall define suchadditional items, prepare an additional engagement letter and submit same to Intechify for approval. Tonic shallnot be required to commence the provision of any scope changes or additional services until such additionalservices/amendments have been agreed in the form of an engagement letter.The Services shall be provided remotely, save for scheduled meetings with the Intechify in-house team, whichshall be scheduled at Intechify’s Head Office or online.SINGLE POINT OF CONTACTFor the duration of the engagement, Tonic appoints the following individual as its single point of contact for allcommunications regarding the Services or the SOW: Sanmari Marais info@tonicbranding.co.zaDURATIONThe Agreement, as defined below, shall commence, notwithstanding the date of signature, on 1 February2022 (the “Commencement Date”) and endure for a fixed period of 6 (six) months thereafter.Any renewal or extension of the Agreement shall be agreed between the Parties in writing.FEESThe monthly fees for the Services shall be calculated as follows:SOW R 6 016.00TOTAL MONTHLY FEE: R 6 016.00The monthly fee shall be exclusive of value-added tax in terms of the Value-Added Tax Act, 89 of 1991, asamended.Tonic shall provide Intechify with a tax invoice by the 1st (first) day of every calendar month, which invoice shallbe paid by Intechify within 30 (thirty) days from the date of receipt.Tonic looks forward to supporting Intechify’s creative and strategic objectives and assisting your in-house teamwith their strategic processes.Kindly initial each page and sign in full in the acceptance space below, thereby indicating your acceptance ofthe Agreement as set out herein.Please do not hesitate to contact the writer hereof if you have any queries in this regard.Yours sincerely,SANMARI MARAISCREATIVE DIRECTORTONIC BRANDING PROPRIETARY LIMITED
SanmariMarais6/23/22de Klerk2/4/22Sanmari MaraisACCEPTANCEI, Mr./Mrs.TienieTieniedeklerkwith designation*Chief Executive Officesagree to the terms of the Agreement, as defined below, on behalf of Intechify Proprietary Limited.I warrant that: (a) Intechify has the full power, authority and legal right to execute, deliver and perform theobligations imposed on it in terms of this Agreement; (b) I have been duly authorised by all the necessaryactions of Intechify to enter into this Agreement; (c) I have read and agree to the terms of this EngagementLetter and the attached Tonic Standard Terms and Conditions (collectively, the “Agreement”); (d) anyobligations arising from this Agreement are valid and binding on Intechify; and (e) Intechify’s asset value orannual turnover, at the time of entering into this Agreement, exceeds R 2 000 000.TONIC STANDARD TERMS AND CONDITIONS1. APPLICATIONThese Standard Terms and Conditions shall apply to the Services, as defined in the accompanyingengagement letter (the “Engagement Letter”), provided by Tonic Branding Proprietary Limited (“Tonic”),and shall, together with the Engagement Letter, constitute the agreement (the “Agreement”) betweenTonic and the Client, as identified in the Engagement Letter (collectively, referred to as the “Parties”, eacha “Party”).2. APPOINTMENT AND DURATION2.1. The Client hereby appoints Tonic to provide the Services, and Tonic accepts such appointment, on thebasis of the terms and conditions of this Agreement.
2.2. Notwithstanding the date of signature, the Agreement shall become effective on the CommencementDate and shall endure for the term as stated in the Engagement Letter.3.SERVICE DELIVERY3.1. For purposes of this Agreement, “Third Party” means a party who is not a signatory to this Agreement,except as far as a Party’s Associate may be concerned and “Associate” means, in relation to each Party,any holding company or subsidiary company of such Party and any other subsidiary undertaking of anysuch holding company and any director, officer, employee, supplier, representative, agent, contractor oradvisor of such Party.3.2. In the performance of its obligations in terms hereof, Tonic:3.2.1. shall provide the Services in a professional manner, with the required promptness and diligence;3.2.2. shall render the Services according to the SOW as reflected in the relevant Engagement Letter;3.2.3. may subcontract a Third Party to provide the Services, however, Tonic shall, unless statedotherwise, remain liable to the Client for the performance of such Services;3.2.4. shall make sufficiently qualified and experienced personnel, systems and resources available forthe purpose of delivering the Services to the Client;3.2.5. shall exclusively liaise with, and take instructions from, the duly authorised representative of theClient in relation to the Services;3.2.6. shall comply, at Tonic’s expense, with the Client’s health, safety, environmental and securityprocedures when performing any Services on the Client’s sites;3.2.7. shall provide the Services in accordance with the expected industry standards applicable to theServices;3.2.8. shall, at all times, exercise proper supervision over the delivery of the Services;3.2.9. confirms that it has made no misrepresentations, either verbally or implied, as to its qualifications,systems or experience to successfully perform the Services; and3.2.10. shall comply with all applicable laws and by-laws, including, but not limited to, the provisions of alllabour legislation and any other collective agreements, which are, or may become, binding upon Tonicor its Associates.3.3. The Client:3.3.1. agrees that Tonic shall not be liable for any delays in the delivery of the Services caused by theClient or its Associates;3.3.2. shall provide all reasonable access, documentation, graphical elements, materials and informationto Tonic, timeously and free of cost, to enable Tonic to provide the Services;3.3.3. shall make all management decisions and perform all management functions in relation todeliverables provided as part of the Services;3.3.4. shall designate a competent management member to oversee the Services and ensuremanagement availability for consultations and onsite meetings; and
3.3.5. shall submit all requests for Services through the single point of contact identified in theEngagement Letter.3.4. If the Client or any Third Party supplier, appointed by the Client, fails to deliver information required byTonic to complete the Services or any deliverable, within 14 (fourteen) days from receipt of a written requestfrom Tonic, Tonic reserves the right to complete the Services or deliverables, to the best of its ability,without such information. The Client shall inform Tonic of any anticipated delays in providing access,documentation, graphical elements, materials and information immediately upon confirmation of theanticipated delay.3.5. The Services and deliverables provided by Tonic to the Client shall be based on the informationprovided by the Client or on the Client’s behalf. Tonic shall not be liable to the Client, or to any Third Party,for any damages, losses, costs or expenses suffered as a result of the Client failing to disclose any relevantinformation to Tonic.3.6. Any Services or deliverables provided by Tonic shall be for the sole use of the Client, to whom it wasaddressed, and may not be used, or relied upon, by any Third Party.4. PAYMENT4.1. The Client shall pay the agreed fees, as stated in the Engagement Letter, by electronic funds transfer,into the bank account as designated by Tonic in each invoice.4.2. Invoices for Services shall be issued, and shall become payable, according to the mechanism asreflected in the Engagement Letter.4.3. All fees shall exclude value-added tax, as per the applicable rate, in terms of the Value-Added Tax Act,89 of 1991, as amended from time to time.4.4. Neither of the Parties may deduct, withhold, bank exchange, commission or set-off any amounts fromamounts which are owed to the other Party, without that Party’s prior written consent.4.5. The Parties reserve the right to charge interest on all amounts which have not been paid timeously inaccordance with this Agreement, at a rate of 2% (two percent) above the prime overdraft rate (percent, perannum) charged by the non-defaulting Party’s then current bankers from time to time, as evidenced by anymanager of such bank, without the requirement to prove the authority of said manager. Such interest shallbe calculated from the due date of payment to the date of actual payment, both days inclusive,compounded monthly in arrears.4.6. Should the Client default in paying its account, Tonic shall be entitled, but not compelled, to forthwithdemand that all fees, in terms of the Agreement, immediately becomes due and payable, notwithstandingthe fact that a portion of the amount would not be owing in accordance with the agreed terms of payment.4.7. All payments received shall firstly be utilised in payment of interest and costs and, thereafter, inpayment of capital.4.8. If any amount owed by the Client is not paid on the due date, then without prejudice to any otherrights which Tonic may have, Tonic may immediately suspend the performance of any of its thenuncompleted obligations until the relevant payment has been received in full.4.9. If Tonic is required to institute legal action against the Client for failure to pay any amounts, where duein terms of this Agreement, Tonic shall be entitled to recover legal costs on an attorney-and-own-clientbasis, collection costs and tracing fees.
5. INTELLECTUAL PROPERTY5.1. For purposes of this Agreement, “Intellectual Property” means any rights to know-how (not in thepublic domain), invention (whether or not patented), design, trade mark, copyright material, traditionalknowledge or plant breeder’s rights, whether registered or not, anywhere in the world.5.2. All Intellectual Property that is owned or licensed by a Party shall exclusively belong to that Party andnothing in this Agreement shall give either Party any rights in any Intellectual Property owned, licensed orutilised by the other Party.5.3. Upon successful payment of all fees, and subject to the Client’s compliance with all material terms ofthis Agreement, Tonic assigns to the Client all Intellectual Property rights in the deliverables of the Services.Tonic shall cooperate with the Client, and shall execute any additional documents reasonably required bythe Client, to evidence such assignment. The Client grants to Tonic a non-transferrable, irrevocable, worldwide, royalty free license to use the deliverables as part of its portfolio, in association with the Client’s logoor name, and wherever such portfolio is represented, without limitation, websites, social media,presentations, proposals and other marketing materials. Should the Client be in default of any term of thisAgreement, the Client agrees that all Intellectual Property in the deliverables shall remain the exclusiveproperty of Tonic until the Client corrects such default to the reasonable satisfaction of Tonic.5.4. Notwithstanding clause 5.3, the Client agrees that the deliverables shall not include:5.4.1. design mock-ups, drafts, sketches and other materials created by Tonic in preparation of thedeliverables, the Intellectual Property rights of which shall exclusively be retained by Tonic;5.4.2. any licensed or paid for artwork, which shall be subject to the licensing conditions of the ThirdParty provider; or5.4.3. technical know-how or the methodologies utilised by Tonic to provide the Services or thedeliverables.5.5. The Client warrants that all materials, logos and other forms of Intellectual Property, provided to Tonic interms of this Agreement, are legally owned or licensed to the Client. The Client agrees to indemnify andhold Tonic harmless from any, and all, damages, losses, costs, expenses or penalties, caused by, or arisingfrom, any claims brought by any Third Party on the basis that such materials, logos or Intellectual Propertyinfringes the Intellectual Property rights of a Third Party.5.6. This clause 5 shall survive the termination of this Agreement and endure indefinitely thereafter.6. CONFIDENTIALITY6.1. For purposes of this Agreement, “Confidential Information” shall include, without limitation, allinformation and data of any nature, whether tangible, intangible, verbal or in writing, and in any format ormedium, that is obtained or learned by, disclosed to, or comes to the knowledge of, the Receiving Party by,or from, the Disclosing Party, during the course, or arising from, this Agreement, by whatsoever means,which by its nature or content is, or ought reasonably to be, identifiable as confidential or proprietary to theDisclosing Party or which is disclosed in confidence and whether or not it is marked or identified as“confidential”, “restricted”, “proprietary” or in any similar fashion, including, but not limited to: Associateinformation, agreements, business information, business opportunities, business strategy, client base, Clientinformation, documents, data, financial information, formulae, Intellectual Property, legal position, PersonalInformation, plans, potential customer information, pricing information, process information, productinformation, proprietary ideas, sales information, Service information, technical information, techniques, theterms of this Agreement and trade secrets.6.2. For purposes of this Agreement, “Disclosing Party” means either of the Parties, as the context may
determine, who discloses Confidential Information to the Receiving Party in terms of this Agreement and“Receiving Party” means either of the Parties, as the context may determine, who receives ConfidentialInformation from the Disclosing Party in terms of this Agreement.6.3. The Receiving Party agrees that it shall not, during the term of this Agreement and for a period of 5(five) years thereafter, disclose the Disclosing Party’s Confidential Information to any Third Party, for anyreason or purpose whatsoever, without the prior written consent of the Disclosing Party, save in accordancewith the provisions of this Agreement.6.4. The Receiving Party agrees:6.4.1. not to utilise, exploit, copy or, in any other manner whatsoever, use the Confidential Information ofthe Disclosing Party for any purpose whatsoever otherwise than as contemplated in this Agreement andas reasonably required to give effect to the Agreement;6.4.2. that the disclosure or use of any of the Disclosing Party’s Confidential Information shall notconstitute, nor be construed as, evidence of any implied license or other transfer of rights in respect ofthat Confidential Information to the Receiving Party, and the Receiving Party acknowledges that it doesnot, and shall not, acquire any rights, of whatsoever nature, in the Disclosing Party’s ConfidentialInformation;6.4.3. not to disclose the Disclosing Party’s Confidential Information to any person whomsoever otherthan the Receiving Party’s Associates who are directly involved in the performance of the ReceivingParty’s obligations in terms of this Agreement and, if so, then only on a need-to-know basis. Beforerevealing any Confidential Information to Associates, the Receiving Party shall procure that Associatesare made aware of the confidential nature of the Confidential Information being made available to themand the Receiving Party shall ensure that all Associates are bound by similar undertakings ofconfidentiality than those which are contained in this Agreement;6.4.4. not to do anything, or assist any Third Party in doing anything, which may, or could, impair,prejudice or interfere with the Disclosing Party’s vested rights, title and interest in, and pertaining to, theDisclosing Party’s Confidential Information;6.4.5. to procure that its Associates observe and comply with the said confidentiality obligations,whether or not they continue to be employed or contracted by the Receiving Party;6.4.6. to employ market standard internal security procedures to prevent unauthorised disclosure of theDisclosing Party’s Confidential Information; and6.4.7. that it shall protect the Confidential Information, disclosed pursuant to the provisions of thisAgreement, using the same standard of care that it applies to safeguard its own ConfidentialInformation, which shall not be less than reasonable care, and that the Disclosing Party’s ConfidentialInformation shall be stored in such a manner as to prevent any unauthorised disclosure or unauthoriseddistribution of any kind.6.5. Subject to applicable professional and statutory requirements to retain records, the Disclosing Partymay, at any time, request the Receiving Party to return any material containing, or relating to, the DisclosingParty’s Confidential 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, theReceiving Party and its Associates have not retained in their possession or under their control, eitherdirectly or indirectly, any such material.6.6. As an alternative to the return of the material contemplated in clause 6.5, the Receiving Party shall, at
the instance of the Disclosing Party, destroy such material and furnish the Disclosing Party with a writtenstatement to the effect that such material has been destroyed.6.7. The Receiving Party shall comply with the request, in terms of clauses 6.5 or 6.6, within 7 (seven) daysfrom receipt of such request from the Disclosing Party.6.8. The obligations of the Receiving Party, pursuant to the provisions of this Agreement, shall not apply toany Confidential Information which:6.8.1. is known to, or was in the possession of, the Receiving Party prior to the disclosure thereof by theDisclosing Party;6.8.2. is, or becomes, publicly known, otherwise than as a result of the breach of this Agreement by theReceiving Party;6.8.3. is disclosed by the Receiving Party to satisfy the order of a court of competent jurisdiction or tocomply with the provisions of any law or regulation in force from time to time, provided that, in thesecircumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deemsnecessary to protect its interests in the Disclosing Party’s Confidential Information, if the Receiving Partyis legally entitled to do so, and, provided further that, the Receiving Party will disclose only that portionof the Disclosing Party’s Confidential Information which it is legally required to disclose;6.8.4. is disclosed to a Third Party pursuant to the prior written authorisation of the Disclosing Party; or6.8.5. is received from a Third Party in circumstances which do not result in a breach of the provisions ofthis Agreement.6.9. The provisions of clause 6.8 are subject to the onus resting upon the Receiving Party to establish thatsuch information falls within the exclusions as stipulated in clause 6.8.6.10. For the avoidance of doubt, no provision of this Agreement should be construed in such a mannerthat the Disclosing Party is deemed to have granted its consent to the Receiving Party to disclose thewhole, or any part, of the Disclosing Party’s Confidential Information in the event that the Receiving Partyreceives a request for the whole, or any part, of the Disclosing Party’s Confidential Information in terms ofthe provisions of the Promotion of Access to Information Act 2 of 2000, as amended from time to time(“PAIA”).6.11. Subject to the provisions of clause 6.12, the Parties agree that the disclosure of the Disclosing Party’sConfidential Information by the Receiving Party, otherwise than in accordance with the provisions of thisAgreement, shall entitle the Disclosing Party to institute action for breach of confidence against theReceiving Party as envisaged by section 65 of PAIA.6.12. The Parties acknowledge that the provisions of clause 6.10 shall not be construed in such a manner asto exclude the applicability of any other ground of refusal contained in PAIA which may be applicable inthe event that the Receiving Party receives a request for the whole, or any part, of the Disclosing Party’sConfidential Information in terms of PAIA.7. DATA PROTECTION7.1. For purposes of this Agreement, “Personal Information” means personal information as defined in theProtection of Personal Information Act 4 of 2013, as amended from time to time.7.2. Each Party hereby warrants, represents and undertakes in favour of the other Party that:7.2.1. it shall, at all times, strictly comply with all applicable laws and with all the provisions and
requirements of any of the Parties’ Personal Information protection policies and procedures which maybe in force from time to time, as notified by a Party to the other in writing;7.2.2. it shall not, at any time, process Personal Information for any purpose other than with the expressprior written consent of the other Party, and to the extent necessary to comply with its obligations interms of this Agreement; and7.2.3. it shall ensure that all its systems and operations, which it uses to comply with this Agreement,shall, at all times, be of a minimum standard required in terms of applicable law and be of a standard noless than the standards which are in compliance with the best industry practice for the protection,control and use of Personal Information.7.3. Each Party shall take appropriate and reasonable technical and organisational measures to prevent theloss of, damage to, or unauthorised destruction of, Personal Information and the unlawful access to, orprocessing of, Personal Information.7.4. Each Party shall take reasonable steps to identify all reasonably foreseeable internal and external risksposed to Personal Information, under that Party’s possession or control, and establish and maintainappropriate safeguards against any risks identified. Each Party shall regularly verify that the safeguardshave been effectively implemented and keep a record of such verification. The safeguards shall beupdated continuously in response to new risks or deficiencies in previously implemented safeguards.7.5. Each Party shall immediately notify the other Party:7.5.1. of any identified risks posed to Personal Information;7.5.2. of the safeguards established by that Party to mitigate the impact of the identified risks; and7.5.3. that the safeguards have been effectively implemented.7.6. Each Party shall notify the other Party of any security compromises or suspected security compromisesof which it becomes aware or suspects, immediately on becoming so aware or forming such a suspicion.7.7. The Parties acknowledge and agree that any breach of its obligations under this clause 7 shall bedeemed as a material breach of this Agreement.7.8. The Client shall obtain consent from its Associates and customers to disclose their Personal Informationto Tonic, as reasonably required to provide the Services, and shall indemnify Tonic, and hold Tonicharmless, from any damages, losses, costs, expenses or penalties arising from, or relating to, the Client’sfailure to obtain the necessary consent.8. LIABILITY AND WARRANTY8.1. Tonic warrants to the Client that the Services and deliverables shall be provided in accordance with theSOW as agreed between the Parties. The Client shall notify Tonic, in writing, of any defects identified inthe Services or the deliverables, within 60 (sixty) days from delivery and Tonic shall correct such defects ina timely manner, without additional charge to the Client. The aforementioned warranty shall be the onlywarranty provided by Tonic, in relation to the Services and deliverables, and the Client agrees that no otherwarranties, in terms of applicable law, express or implied, shall apply to the Services or the deliverables.8.2. The liability of each Party hereto in respect of any claims arising from, or in connection with, thisAgreement, whether founded in contract or delict or otherwise in law, shall be limited to the direct losses ordirect damages suffered and shall not include any liability for any indirect damages or losses of productionor loss of profit or any other consequential damages or losses.
8.3. Each Party’s aggregate total liability for direct damages or direct losses suffered in terms of, or arisingfrom, this Agreement, howsoever arising or caused, shall be limited to the fees paid by the Client in the 12(twelve)-month period preceding the date on which the relevant claim arose and, if the claim arose duringthe first 12 (twelve)-month period, the fees paid in the month in which the claim arose, multiplied by 12(twelve).8.4. Neither Party excludes or limits liability to the other Party for death, personal injury, damage to property,for fraud or theft by it or its Associates, for breach of law or for a breach of any of the provisions underclauses 5, 6, 7 or 13.8.5. This clause 8 shall survive the termination of this Agreement and endure indefinitely thereafter.9. BREACH9.1. This Agreement may be terminated by: (a) the non-breaching Party 14 (fourteen) days from the otherParty’s receipt of a written notice from the non-breaching Party of any failure to perform, when due, anyterm or condition of this Agreement, unless such failure or performance is corrected to the reasonablesatisfaction of the non-breaching Party within such period; or (b) the other Party upon the occurrence ofthe other Party’s bankruptcy, liquidation or if placed under business rescue proceedings, whethervoluntarily or by creditors, provisionally or finally.9.2. The Client agrees that irreparable damage would occur if any of the undertakings recorded in thisAgreement were not fully complied with or breached. The Client, accordingly, agrees that Tonic shall beentitled to apply for, and be granted, an order for specific performance, in addition to any other remedy towhich Tonic may be entitled in terms of law, and without prejudice to its right to claim damages.9.3. Upon termination of this Agreement, for whatsoever reason, the Parties shall, within 7 (seven) daysreturn to each other all copies of their respective Intellectual Property or real property in their possession.10. FORCE MAJEURE10.1. Each Party shall be excused from performance in terms of this Agreement for any period, and to theextent, that it is prevented from performing any obligations pursuant to this Agreement, in whole or in part,as a result of a Force Majeure Event (as defined in clause 10.3).10.2. If either Party is prevented from, or delayed in, performing any of its obligations in terms of thisAgreement by a Force Majeure Event, it shall promptly notify the other Party by telephone (to beconfirmed in writing within 5 (five) days from the inception of the delay) of the occurrence of a ForceMajeure Event and describe, in reasonable detail, the circumstances constituting the Force Majeure Eventand of the obligations which are thereby delayed or prevented. Such Party shall also use commerciallyreasonable efforts to recommence performance whenever, and to whatever extent, possible without delay.10.3. Neither Party shall be liable for any default or delay in the performance of its obligations in terms ofthis Agreement if, and to the extent that: (a) such default or delay is caused, directly or indirectly, by fire,flood, earthquake, elements of nature or acts of God, virus outbreaks, pandemics, riots, civil disorders,rebellions or revolutions in any country, strikes, labour action or unrest or any other cause beyond thereasonable control of such Party, however, excluding any payment obligations; (b) the non-performing Partyis without fault in causing such default or delay; (c) such default or delay could not have been preventedby reasonable precautions; and (d) such default or delay cannot reasonably be circumvented by the nonperforming Party through the use of alternate sources, workaround plans or by other means.10.4. The obligations of the other non-affected
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