This agreement is between Andrew Njiokwuemegi of Cape Town, South Africa (the “Founder”), who currently trades as Andritha Online, and (the “Partner”).

• It is signed on the date both parties sign below and takes effect on that date.
• “The Company” means Andritha Online (Pty) Ltd, the private company described in section 2, once it has been registered.
• “The Business” means the web design, software development, hosting, automation and related work currently carried on by the Founder as Andritha Online.
• “Business day” means a day other than a Saturday, Sunday or South African public holiday.
• This does not create a partnership at law. The word “Partner” is used because that is what the parties call the relationship. It does not make this a partnership under South African law. Neither party may bind the other personally, incur debt in the other’s name, or make the other liable for anything. The Company is a separate legal person, and each party’s risk is limited to what he has put into it.
• Where this agreement and any earlier message, conversation or understanding disagree, this agreement applies.

Andritha Online currently trades as a sole proprietorship, which has no shares. The parties therefore agree that a private company will be registered so that the Partner’s 20% is a real shareholding.

• The Founder will register a private company at the Companies and Intellectual Property Commission (CIPC), to be named Andritha Online (Pty) Ltd or the closest available name, and will transfer the Business into it.
• The Company will have 100 issued ordinary shares, all carrying the same rights. On registration they are held as follows: the Founder 60, the Partner 20, and 20 by one other shareholder who subscribes under a separate agreement of about the same date.
• The Partner is not the only shareholder besides the Founder. The other 20% shareholder subscribed at the same price of R13 000.00 and holds an administrative role in the Business, for which they are paid a share of monthly profit under a separate agreement of about the same date. That share is calculated on the same monthly profit figure as the Partner’s and is paid in addition to it — it is not taken out of the Partner’s 20%, which remains 20% of the agreed monthly profit in full.
• This does not dilute the Partner. All three holdings are part of the same founding issue of 100 shares, so the Partner holds 20% of the Company from day one. It is not a later issue of new shares, and the freeze and the 15% floor in section 11 apply to it in full from the signature date.
• The Company has two directors. On registration the directors are the Founder and Anitha Nonene, who is the other 20% shareholder described above. The Founder holds 60% of the votes as a shareholder.
• The Founder has the casting vote. Where the two directors are equally divided on a decision of the board, the Founder’s vote decides. The other director has agreed to this in their own agreement. The Founder will have the MOI amended so that it gives him that casting vote as chairperson of the board, and the Partner will vote his shares in favour of that amendment.
• The Founder controls who sits on the board. With 60% of the votes, the Founder can remove a director by ordinary resolution under section 71 of the Companies Act 71 of 2008, and the other director will resign if they stop being a shareholder. A change on the board does not change anything in this agreement for the Partner.
• The other director does not run the Partner’s lane. Their directorship does not change the two lanes in section 7, the Partner’s authority under it, his profit share under section 9, or the directorship review in section 6. Where this agreement says a decision is the Founder’s, it remains the Founder’s.
• The Company will adopt a Memorandum of Incorporation (MOI) consistent with this agreement. Where the Companies Act 71 of 2008 or the MOI requires something different, the Act and the MOI apply and the rest of this agreement still stands.
• If the Company is not registered within 90 days of the signature date, the Partner may ask for his money back in writing. The Founder must repay everything the Partner has actually paid by then — up to the full R13 000.00 — within 10 business days, this agreement then ends, and neither party has any further claim against the other.
• The commercial manager role in section 6 and the profit share in section 9 start on the signature date and do not wait for registration. Until the Company exists, they apply to the Business as the Founder currently carries it on, and any amount credited to the Partner carries over to the Company.
• Both parties will sign whatever CIPC, the bank or the Company’s accountant reasonably needs to give effect to this agreement.

• This is a subscription, not a sale. The R13 000.00 is paid into the Company’s bank account and is working capital for the Business. The Founder receives none of it personally.
• The R13 000.00 is paid in two instalments, set out in the schedule below. The total, the shareholding and every other term of this agreement are exactly as they would be if it were paid at once.
• Shares are issued once the full R13 000.00 has cleared, and the Partner is then entered in the Company’s securities register. Until the whole amount is paid he holds a contractual right under this agreement, not shares. Paying the first instalment alone does not buy a part of the 20%; the 20% is not divided or issued in stages.
• The role and the profit share do not wait for the second instalment. The commercial manager role in section 6 and the 20% of monthly profit in section 9 still start on the signature date, exactly as section 2 says.
• If the Partner does not pay an instalment within 30 days of its due date, the Founder may cancel this agreement on written notice. The Founder then repays whatever the Partner has already paid, within 10 business days, and neither party has any further claim against the other for the shares. Anything already credited to the Partner’s profit-share account is settled as set out in section 14. No interest and no penalties are charged either way.
• The R13 000.00 is the whole of the Partner’s cash contribution. He is not obliged to put in more, and no further payment buys him more shares unless both parties agree in writing.
• The R13 000.00 buys the shares only. It does not buy the role, and it is not payment for any work. The role and what it pays are dealt with in sections 6, 9 and 14, and the two are independent of each other.

• 20% of every dividend the Company declares, for as long as he holds the shares.
• 20% of the net proceeds if the Company, or substantially the whole of the Business, is ever sold — after all debts, costs and taxes are paid.
• 20% of whatever is left if the Company is wound up, after creditors are paid.
• Information. Within 90 days of each financial year end, the Founder gives the Partner the Company’s annual financial statements or, if none are prepared, a written summary of income, expenses and profit for that year. Section 9 gives him access to the Company’s books and bank account month by month.
• A say on the short list in section 8, the pre-emptive right in section 11, and the protection of the year-one share freeze and the 15% floor in section 11.
• All shares carry the same rights. The Partner is not a lesser class of shareholder.
• These percentages follow his shareholding. Every “20%” in this section, and in section 10, means the percentage of the issued shares the Partner actually holds at the time. It is 20% now, it cannot move at all before 30 September 2027, and it can never fall below 15% — see section 11. His 20% of monthly profit under section 9 is a different thing: that is paid for the role, and it stays at 20% whatever his shareholding becomes.
• The 20% of monthly profit in section 9 is not one of these rights. It is paid for the commercial manager role, not for the shares, and it stops when the role stops.

The shares and the role are two separate things. This section keeps them separate so that nothing has to be argued about later.

• The shares do not give him the role. Holding 20% does not entitle him to be Commercial Manager, to any other role, to be kept in the role, or to be reinstated if it ends under section 14.
• The role does not give him more shares. No amount of work, no number of clients won and no level of profit entitles him to additional shares, a higher percentage, commission or a bonus, unless both parties agree it in writing.
• No seat on the board. The Partner is not a director of the Company and is not entitled to become one. Section 6 sets a review of that question for 31 January 2027, but the decision is the Founder’s, and this bullet stands unless and until the Partner is actually appointed.
• No salary and no guaranteed monthly amount. Owning shares is not employment. The only money he is paid for his work is his share of profit under section 9, which depends entirely on what the Business earns and may be nothing in a given month.
• No authority outside his lane. Section 7 sets out exactly what he may decide and sign. Outside it he may not bind the Company, open accounts, borrow, hire, or hold himself out as speaking for Andritha Online.
• No ownership of anything the Founder built before this agreement — see section 16.
• No right to a refund once the shares are issued, except through section 13.
• No claim on the Founder personally. His investment is in the Company, and its value rises and falls with the Company.

From the signature date the Partner takes on the role of Commercial Manager of the Business. He runs the commercial side of it day to day. The role covers:

• Finding and winning new clients
• Pricing, quoting and discounting
• Negotiating and signing client agreements
• Owning the client relationship day to day
• The sales pipeline and follow-up
• Renewals, retention and repeat work
• Handing new work over to the Founder to deliver
• Keeping the Founder posted on pipeline and closed work

• He is an independent contractor, not an employee. He controls his own hours, methods, place of work and equipment. He is not entitled to a salary, leave, notice pay, UIF or any benefit under the Basic Conditions of Employment Act 75 of 1997, and no PAYE is deducted from what he is paid. He invoices the Company for amounts he draws under section 9 and is responsible for his own income tax and any other tax on them.
• He is not a director. He is not registered as one at CIPC and is not entitled to be — subject only to the directorship review below, which creates no entitlement of its own. His authority comes from a written mandate given by the Founder on behalf of the board under section 7, which the Founder may vary or withdraw in writing.
• No minimum hours. He is measured on results, not on time. The parties will agree written targets, and will review them together at 3 months and again at 6 months from the signature date, and after that whenever either party asks.
• Directorship review — 31 January 2027. On or before 31 January 2027, provided the Company has been registered by then, the parties will sit down and review, alongside the targets above, whether the Partner should be appointed a director of the Company. The review looks at what he has actually brought in, how he has run the commercial lane, and whether he is ready to carry a director’s legal duties under the Companies Act 71 of 2008. The decision is the Founder’s alone. He will consider it genuinely and give his answer in writing, with reasons, within 10 business days of the review. Nothing in this agreement entitles the Partner to be appointed, and if he is not appointed, everything else in this agreement carries on unchanged. If he is appointed, it is recorded in writing and filed at CIPC — and the two lanes in section 7, including the Founder’s final say where they meet, still apply.
• He will act in the Company’s best interests, deal honestly with clients, quote only work the Company can actually deliver, and tell the Founder promptly about anything that materially affects the Business or a client relationship.
• Outside the commercial lane in section 7 he may not bind the Company at all — no borrowing, no hiring, no supplier, hosting or software contracts, no accounts opened in the Company’s name, and nothing on the short list in section 8.
• He will keep the Company’s quotes, client agreements, contact records and pipeline up to date in the Company’s own systems, so that the Founder can see them at any time. Those records belong to the Company.

The Business runs in two lanes. Each party decides everything in his own lane without needing the other’s approval, and stays out of the other’s.

The Partner’s lane — commercial. He decides, alone:

• What to charge, and what to discount
• Which clients to take on and which to turn down
• What to quote, and on what terms
• How clients are managed and kept
• How the offer is presented and sold
• Signing client agreements and quotes for the Company

By signing this agreement the Founder, on behalf of the Company’s board, gives the Partner written authority to price, quote, negotiate and sign client agreements in the Company’s name. An agreement he signs within that authority binds the Company. Two limits sit under it, and nothing else does:

• Floor prices. He may not quote below the Company’s published floor prices. At the signature date those are R2 500.00 for a starter website, R3 500.00 for a business website, R5 000.00 for a premium website, and no custom software build below R95 000.00 — which is never quoted at all without a paid discovery first. The Founder may update the floor list in writing at any time, and the updated list applies from the day it is sent.
• Capacity before deadlines. He may quote and close freely, but before he commits the Company to a delivery date he confirms with the Founder that it can be met. He may not promise a date the Founder has not confirmed.

The Founder’s lane — everything else. He decides, alone:

• Delivery, build and quality
• What gets built, and in what order
• Hiring, paying and releasing staff and contractors
• Tools, hosting and suppliers
• Brand, the website and marketing
• Banking, finance, accounting and tax
• What the Company borrows or owes
• The board, where he has the casting vote

• The Founder will run the Company in good faith and in its interests, and will keep proper records of income and expenses.
• Neither party will give instructions to the other’s staff or contractors, or overturn a decision the other has properly taken inside his own lane.
• Where the two lanes meet, the parties decide together. If they cannot agree, the Founder’s decision stands — he holds 60% of the votes and the casting vote on the board, and he carries the delivery.

The Founder needs the Partner’s written agreement before the Company does any of the following. This list is complete — nothing else requires his consent.

• Selling the Company, or substantially the whole of the Business.
• Borrowing so that the Company owes more than R50 000.00 in total at any one time. Ordinary supplier accounts, hosting, software subscriptions and equipment financing in the normal course of business do not count.
• Issuing new shares to anyone other than the Founder or the Partner, without first following the pre-emptive right in section 11. Separately from this list, section 11 bars any new share issue at all before 30 September 2027, and bars any issue that would take the Partner below 15% without his written consent.
• Changing the Company’s main business away from web design, software development and related digital services.

The Partner is paid 20% of the Company’s monthly profit for doing the commercial manager role. He receives no salary and no other regular payment.

• The parties agree each month’s profit together. After the end of every month the Founder and the Partner go through the Company’s books and bank statements and agree what that month’s profit was. There is no fixed formula in this agreement: they balance the books between them and agree the figure. The agreed figure is written down and kept with the Company’s records.
• 20% of the agreed figure is credited to the Partner. The Company keeps a running profit-share account in his name. Each month’s 20% is added to it. A further 20% of the same figure is credited to the other shareholder, for the administrative role they hold under their own agreement. The remaining 60% stays with the Founder or in the Company, as they decide.
• The monthly figure is agreed between the Founder and the Partner. The other shareholder is bound by the figure they agree, and has the same right as the Partner to refer a disputed month to an independent accountant under this section. Both profit-share holders have read access to the Company’s bank account and accounting records.
• He draws what he wants, when he wants. The Partner may draw all or part of his balance at any time by asking in writing. There is no fixed payment date, no minimum and no maximum other than his balance, and he is never obliged to draw anything. Whatever he leaves stays on his account and carries forward.
• The Company must be able to afford it. No payment may be made if it would leave the Company unable to pay its debts as they fall due, or unable to meet a client commitment, a salary, a supplier or a tax payment already owing. This is required by section 4 of the Companies Act 71 of 2008 and cannot be agreed away. Anything held back for this reason stays on his account and is paid as soon as the Company can afford it.
• A loss month comes off first. If a month makes a loss, nothing is credited for that month, and the loss is recovered out of the following months’ profit before anything further is credited.
• He cannot draw more than his balance. Anything paid to him beyond it is a loan to him, repayable on demand, and set off against the next amounts credited.
• This is not a dividend. It is what he is paid for the role. It is a cost of the Company, it is paid whether or not a dividend is ever declared, and the Partner is responsible for his own tax on it. His rights as a shareholder are separate and are set out in sections 4 and 10.
• It stops when the role stops — see section 14. Whatever is already credited and not yet drawn stays owing to him, and he may still draw it.
• Open books. The Founder keeps the Company’s records up to date and gives the Partner read access to the Company’s bank account and accounting records, so that both parties agree the monthly figure off the same information.
• If they cannot agree a month’s figure. Either party may refer that month to an independent accountant they both accept or, failing agreement within 5 business days, to one nominated by the South African Institute of Professional Accountants. The accountant works from the Company’s bank statements and records, and the figure he reaches is final and binding on both parties. The party who asks for the accountant pays for the accountant.

• Dividends are declared at the Founder’s discretion, through the board, where he has the casting vote, and only when the Company can lawfully afford them under the solvency and liquidity test in section 4 of the Companies Act 71 of 2008. When a dividend is declared, the Partner receives 20% of it.
• There is no obligation to declare a dividend in any year. The Founder may retain profit in the Company to fund builds, hiring, tools, marketing and reserves. The Partner accepts that he may receive no dividend for several years, or ever. His monthly share under section 9 is separate and is not affected by this.
• The Founder’s own pay is not a dividend. He is entitled to draw a market-related salary, director’s remuneration and reimbursement of business expenses, and to be paid for the work he personally performs, without the Partner’s consent.
• The Founder’s pay is a cost of the Company and comes off before the monthly profit in section 9 is worked out. He will not set it at a level designed to reduce the Partner’s share, and it will stay within a reasonable market range for the work he does.
• All money owing to the Company is paid into the Company’s bank account. Business and personal money are kept separate.

• No new shares before 30 September 2027. The Company will not issue, allot, or agree to issue, any new shares to anyone before 30 September 2027. For the first year the Partner’s 20% cannot move at all. The only thing this does not cover is the issue of the 100 founding shares described in section 2 — 60 to the Founder, 20 to the Partner and 20 to one other shareholder — because that issue is how the Partner’s own shareholding comes into existence.
• Hard floor at 15%. After 30 September 2027 the Company may issue new shares to raise capital, and if it does, every shareholder’s percentage reduces in the same proportion. But the Partner’s shareholding may never be reduced below 15% of the issued shares. Any issue of shares that would take him below 15% requires his express written consent, given in advance. An issue made without that consent is void and the Company will not register it.
• Silence is not consent here. The deemed-consent rule in section 8 — where no reply within 10 business days counts as agreement — does not apply to consent under this section. The Partner has to actually say yes, in writing, and he may refuse for any reason or for none.
• Pre-emptive right. Before shares are issued to anyone else, the Partner is offered the chance to take up his proportionate share on the same terms. He has 15 business days to accept in writing and pay.
• If he does not take it up, the shares may be issued to someone else and his percentage reduces accordingly — but never below the 15% floor unless he has consented to that in writing. Down to the floor, he has no claim of any kind for the reduction.
• New shares will not be issued at a deliberately low price for the purpose of diluting the Partner.
• Dilution does not change section 9. His share of monthly profit for the role stays at 20% for as long as he holds the role, whatever his shareholding becomes, unless both parties agree otherwise in writing.

• Lock-in. For 3 years from the date the shares are issued, the Partner may not sell, transfer, pledge, cede or in any way dispose of his shares, or any right attached to them, without the Founder’s written consent.
• First refusal, afterwards. If he later wishes to sell, he must first offer the shares to the Founder in writing, at the price and on the terms he intends to accept from anyone else. The Founder has 30 days to accept.
• If the Founder declines, the Partner may sell to that third party only, at a price not lower than the price offered to the Founder, within 60 days — after which the right of first refusal starts again.
• Never to a competitor. The shares may not be transferred, at any time, to anyone who carries on or is involved in a business competing with the Company, or to anyone the Founder reasonably objects to on written grounds.
• Deemed offer. If the Partner is sequestrated, or his shares would otherwise pass to someone else by operation of law for any reason other than his death or permanent incapacity, the shares are deemed to be offered to the Founder at the price in section 13, which he may accept within 90 days.
• If the Partner dies or becomes permanently incapable. If the Partner dies, or becomes permanently incapable of managing his affairs, his family keeps his shares. In this section “his family” means his estate and his heirs or, while he is alive, the person lawfully appointed to manage his affairs on his behalf. The shares passing to them in this way is allowed and does not breach the lock-in above.
• His family keeps every right the shares carry — including his percentage of every dividend the Company declares under section 10, and everything else in section 4 — until the Founder buys them out. They hold the shares on the same terms he did, including the protection of the freeze and the 15% floor in section 11 and the limits on selling in this section.
• The buy-out is the Founder’s choice, with no deadline. The Founder may buy the shares from his family at any time, on 30 days’ written notice, at the price and on the payment terms in section 13. His family must then sell. Until the Founder gives that notice, his family is not required to sell.
• His last month of profit is paid to his family. The role in section 6 is personal to him and ends on the date of his death or incapacity. If he still held the role on that date, his family is credited 20% of the agreed profit for the whole of that month — not only the days up to that date — together with everything already credited to him under section 9 and not yet drawn. That month’s figure is agreed between the Founder and his family in the same way as under section 9, with the same right to refer it to an independent accountant, and it is paid subject to the same rule that the Company must be able to afford it.
• That final month is the last. No profit share is credited for any later month. His family does not take on the role, and the restraint in section 15 does not bind them, but they keep private any Company information they receive as shareholders.
• The role is personal to him. It cannot be sold, transferred or passed to anyone else, and a buyer of his shares acquires no right to any role in the Business.
• Any purported transfer that breaks this section is void and the Company will not register it.

Either side may want to end the shareholding one day. This section sets the price in advance so it never has to be argued about.

• The Founder may buy the shares at any time by giving the Partner 30 days’ written notice. The Partner must sell. The purchase is by the Founder personally, or a person he nominates — not by the Company.
• The price is the Partner’s percentage of the total cash held in the Company’s bank accounts on the date of the notice — 20%, unless his shareholding has been reduced under section 11, in which case it is whatever he actually holds, and never less than 15%. It is never less than the total the Partner has actually paid under section 3 (R13 000.00 once both instalments are in), so the Partner can never receive back less than he put in.
• The Company’s bank statements on the notice date are conclusive proof of the cash held. Money held for a specific client, an unearned deposit, an amount already owed to SARS or a supplier, and any balance standing to the Partner’s credit under section 9, are not the Company’s cash and are excluded.
• Payment is made within 30 days of the notice, or in three equal monthly instalments at the Founder’s election, the first within 30 days.
• Anything credited to him under section 9 is paid on top of the price, and is not affected by the buy-out.
• On payment the Partner signs everything needed to transfer the shares. If he does not do so within 10 business days, he irrevocably authorises the Founder to sign on his behalf.

The Founder may also require the Partner to sell, on the same terms, if any of the following happens:

• The Partner materially breaches this agreement and does not fix it within 15 business days of written notice.
• He breaches section 15 (restraint and poaching) or section 17 (confidentiality) at all.
• He is sequestrated, or commits an act of insolvency.
• He is convicted of an offence involving dishonesty.
• He acts in a way that materially damages the Company’s reputation or its relationship with its clients.

The Partner’s death or permanent incapacity is not one of these. Section 12 deals with that: his family keeps the shares until the Founder chooses to buy them out.

The role can end without the shareholding ending. This section says how, and what happens next.

• Either party may end the role on 30 days’ written notice, without giving a reason.
• The Founder may end it immediately, in writing, if the Partner is dishonest, competes with the Company, brings the Company into disrepute, acts outside the authority in section 7 in a way that exposes the Company, or materially breaches this agreement and does not fix it within 7 days of being told.
• On the day it ends, the authority in section 7 is withdrawn, the Partner stops quoting, negotiating and signing for the Company, and the profit share in section 9 stops. Profit is worked out to that date and his 20% for the part-month is credited — except where the role ends because he dies or becomes permanently incapable, in which case his family is credited the whole of that final month under section 12.
• Handover within 7 days. He hands over the pipeline, quotes in progress, client contacts, correspondence and account history, all in the Company’s own systems, and if a client asks, tells them the Founder is now their contact. He keeps no copy.
• His shareholding is untouched. He remains a shareholder, keeps every right in section 4, and the rest of this agreement continues to apply to him — in particular sections 12, 15, 16 and 17.
• What he has already earned is still his. Anything credited and not yet drawn under section 9 remains owing, and he may still draw it, subject to the same rule that the Company must be able to afford the payment.
• Ending the role does not on its own trigger the buy-out in section 13, and does not start the restraint period in section 15 running — that runs from when he stops holding shares.
• He is a contractor, so no notice pay, severance or any benefit under the Basic Conditions of Employment Act is due when the role ends.

The Partner runs the Company’s commercial side and holds its client relationships, its pricing and its methods. This section protects those and nothing more.

While he holds shares or the role, and for 2 years after he stops holding shares, the Partner will not, anywhere in South Africa, directly or indirectly:

• Carry on, own, manage, be employed by, consult to or hold an interest in any business that competes with the Company in web design, software development, hosting, digital marketing automation or related digital services. Holding less than 5% of a listed company is allowed.
• Divert, or try to divert, any client, enquiry or opportunity that comes to him in the role, or that comes to the Company, to himself or to any other business.
• Approach, solicit, canvass or do business with any client of the Company, or anyone who was a client in the 12 months before he stopped holding shares, for work of the kind the Company does.
• Persuade any client, supplier or contractor to reduce or end its dealings with the Company.
• Employ, engage or approach any of the Company’s staff or contractors, or anyone who was one in the previous 12 months.
• Use, copy or disclose the Company’s client lists, pricing, quotes, proposals, code, templates, systems, prompts or processes for any purpose other than the Company’s business.

• While he holds the role he will bring every opportunity of the kind the Company does to the Company, and will not sell, refer or introduce that work to anyone else.
• The parties agree this restraint is reasonable and necessary to protect the Company’s goodwill, client connections and confidential information. Each part of it is separate: if a court finds any period, area or activity unreasonable, it may reduce that part and the rest stays in force.
• Breach of this section allows the Founder to end the role immediately under section 14 and triggers the compulsory buy-out in section 13, in addition to any other remedy the Company has.

• Everything the Founder created before this agreement remains his personally. That includes, without limiting it: the Andritha Online name, brand, logo and the andrithaonline.com domain; the outreach and autopilot systems; the dialer; the dashboards and analytics; the lead databases; every client site and codebase delivered before this date; and all templates, tooling, scripts and prompts behind them.
• Those assets are licensed to the Company to use in the Business — royalty-free, non-exclusive and non-transferable — for as long as the Founder is a shareholder. The licence does not transfer ownership, and the Partner acquires no interest in any of it, whether directly or through his shares or his role.
• Work created for the Company after registration belongs to the Company, subject to whatever each client’s own agreement says about what that client owns.
• Everything the Partner creates in the role belongs to the Company — proposals, quotes, pricing work, sales material, client lists, pipeline records and correspondence. He assigns those rights to the Company now, and will sign anything needed to confirm it.
• If the Partner ceases to hold the role or the shares, he keeps no copy, licence or right of any kind to the Company’s or the Founder’s intellectual property, and must return or delete everything he holds.

• Both parties keep the other’s business information private — clients, pricing, quotes, margins, code, systems, suppliers and plans — during this agreement and indefinitely afterwards.
• Client information belongs to the client. It is processed under the Protection of Personal Information Act 4 of 2013 (POPIA), and may be used only to do that client’s work.
• The Partner has access to client personal information because the role requires it. He may use it only for the Company’s business, may not copy, export or retain it for his own purposes, and must return or delete everything he holds when the role ends.
• Neither party will publicly criticise or disparage the other, or the Company, or discuss the Company’s internal affairs with its clients, staff or competitors.
• This section survives the end of the role, the end of this agreement, and the sale or buy-back of the Partner’s shares.

• Talk first. The party with the complaint sets it out in writing. Both then meet, in person or by call, within 10 business days and try in good faith to resolve it.
• Then mediation. If that fails, the dispute goes to a mediator both agree on or, failing agreement, one appointed by the Arbitration Foundation of Southern Africa. Costs are shared equally.
• Then court. Only after mediation may either party approach a court. Nothing stops either party from applying urgently to court to stop a breach of section 15 or 17.
• A disagreement about a month’s profit figure does not come here. It goes to the independent accountant in section 9, whose figure is final.
• The business keeps running. While a dispute is unresolved, both parties keep working their own lanes under section 7, clients keep being served, and neither party will do anything to disrupt the Business or its client relationships.

• Whole agreement. This document is the entire agreement between the parties about the Partner’s investment, his shareholding and his role in the Business. It replaces every earlier discussion, message, promise or understanding, and neither party relies on anything not written in it.
• Changes. Any change must be in writing and signed by both parties. Nothing said verbally changes this agreement.
• No waiver. If either party allows a breach to pass, or is late in enforcing a right, that does not waive the right or affect any later breach.
• Severability. If any part of this agreement cannot be enforced, it is removed and the rest stays in force. In particular, if the role in section 6 is ever found to be employment, that finding does not affect the shareholding, and the rest of this agreement continues.
• Cession. The Partner may not cede, assign or transfer any right or obligation under this agreement to anyone, except that on his death or permanent incapacity his shares and the amounts in section 12 pass to his family as that section sets out. The Founder may do so to a company he controls.
• Liability. Neither party is liable to the other for indirect or consequential loss, including lost profit or lost opportunity. Nothing here limits liability for fraud, or for anything the law does not permit to be limited.
• Notices. Written notice is given by email to the addresses on the first page, and is treated as received on the next business day unless it bounces. Either party may change its address on written notice.
• Costs and taxes. Each party pays its own costs of this agreement and its own taxes. The Company pays its own registration and accounting costs. Any securities transfer tax on a transfer of shares is paid by the party the law places it on.
• Signing electronically. Both parties agree this agreement may be signed electronically. A signature applied on this page, or a scanned or photographed signature, is valid and binding under the Electronic Communications and Transactions Act 25 of 2002. It may be signed in counterparts, which together form one agreement.
• Good faith. Both parties will act honestly and in good faith towards each other and towards the Company.
• Law. This agreement is governed by South African law, and the parties consent to the jurisdiction of the High Court of South Africa, Western Cape Division, Cape Town.
• Companies Act. This agreement is a shareholders agreement for the purposes of section 15(7) of the Companies Act 71 of 2008. If any provision conflicts with the Act or the Company’s MOI, that provision is void to the extent of the conflict and the rest continues to apply.

• Each party has read and understood this agreement in full, and signs it freely.
• Each party had the opportunity to take independent legal, tax and financial advice before signing, and either took it or chose not to.
• The Partner confirms that he takes the commercial manager role as an independent contractor, that he is not an employee of the Company or of the Founder, that he is not entitled to a salary or to any benefit under the Basic Conditions of Employment Act 75 of 1997, and that he is responsible for his own tax on everything he draws.
• The Partner confirms that no return, income or level of profit has been promised to him by the Founder or by anyone else, that what he is paid under section 9 depends entirely on what the Business earns and may be nothing in a given month, that he understands he may lose his whole investment, and that he is not relying on any forecast or projection.
• The Partner confirms the money he is investing is lawfully his own.
• Each party confirms it has the legal capacity to enter into this agreement, and that signing it does not breach any other agreement it is party to.
• The Founder confirms that, as far as he is aware, the Business has no undisclosed debt, judgment or legal claim against it as at the signature date.