Consortium Agreement for Tender or Project Specifi 1458

Consortium Agreement

entered into and between

ABC

(“ABC”)

and

DEF

(“DEF”)

and

GHI

(“GHI”)

DELETEThis Consortium Agreement is project specific and appropriate for instances where a consortium of independent parties wish, for the purposes of submitting a tender, to jointly enter into an agreement to pursue the tender and execute the tender if such is awarded to the consortium. It is envisaged that the parties will not necessarily establish a consortium company for the project. The parties also identify a Lead Member to lead the consortium in all representations with the client.

document.doc

TABLE OF CONTENTS

Page

1. PARTIES......................................................................................................................................................... 3

2. RECORDAL.................................................................................................................................................... 3

3. DEFINITIONS AND INTERPRETATION........................................................................................................3

4. ESTABLISHMENT OF CONSORTIUM...........................................................................................................5

5. PURPOSES AND OBJECTIVES....................................................................................................................6

6. COMMENCEMENT AND DURATION OF AGREEMENT..............................................................................6

7. NATURE OF CONSORTIUM..........................................................................................................................6

8. CONTRIBUTIONS TO CONSORTIUM...........................................................................................................7

9. GENERAL RIGHTS AND OBLIGATIONS OF THE PARTIES........................................................................8

10. MANAGEMENT OF THE CONSORTIUM.......................................................................................................9

11. FINANCIAL PROVISIONS............................................................................................................................10

12. PROFESSIONAL INDEMNITY INSURANCE...............................................................................................11

13. SUBCONTRACTING....................................................................................................................................11

14. INDEMNITY.................................................................................................................................................. 11

15. DISPUTE RESOLUTION..............................................................................................................................12

16. BREACH....................................................................................................................................................... 12

17. CONFIDENTIALITY......................................................................................................................................12

18. INTELLECTUAL PROPERTY.......................................................................................................................13

19. MISCELLANEOUS........................................................................................................................................14

20. COSTS.......................................................................................................................................................... 16

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1. PARTIES1

The parties to this Agreement are -

1.1. ABC (“ABC”);

1.2. DEF (“DEF”), and

1.3. GHI (“GHI”).

2. RECORDAL

It is recorded that –

2.1. the Client has issued an Invitation to submit proposals to engage the services of [insert description of specialist skills required] to assist the Client in [insert description of assistance required];

2.2. the Parties indicated in clause 1 (Parties), have formulated the intention to form a Consortium for

the purposes of responding to and submitting a bid proposal to the Invitation;

2.3. the Parties have accordingly agreed to assist each other through the formation of a Consortium

by combining their respective capabilities and expertise in formulating a bid for the Project;

2.4. the Parties accordingly wish to reduce the terms and conditions of the agreement reached to

writing on the basis that there will be no binding agreement between them until such time as this

Agreement has been signed by all the Parties; and

2.5. the Parties have agreed as set out herein.

3. DEFINITIONS AND INTERPRETATION

3.1. Definitions

In this Agreement, unless the context otherwise requires, the following capitalised terms shall

have the meanings assigned to them below and cognate expressions shall have

corresponding meanings:

“Client” [insert client name];

“Consortium” the consortium constituted by the Parties to this

Agreement for the sole purpose of submitting a bid

proposal for the Project, and, in the event of being

awarded the Project by the Client, the execution of the

1 Include full citation for each Party.

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Project in terms of a mandate agreement to be

concluded with the Client;

“Effective Date” the date of signature of this Agreement by the Party

signing last;

“Invitation” the tender invitation from the Client to the public to

submit proposal for the Project, as contained in the

Terms of Reference;

“Lead Member” the lead member of the Consortium, being ABC,

nominated by the Parties, for purposes of

representing the Parties and engaging with the Client

on behalf of the Consortium and its subcontractors

as contemplated in this Agreement;

“mandate agreement” the agreement to be concluded between the

successful bidder and the Client for the execution of

the Project;

“Parties” ABC, GHI and DEF, and any reference to “a Party”

shall refer to one of the relevant Parties as required

by the context;

“Project” [define], as more fully detailed and described in the

Invitation;

“Project Committee” the committee constituted in terms of clause 10

(Project Committee);

“Terms of Reference” [define]; and

"the/this Agreement" this consortium agreement between the Parties.

3.2. Interpretation

This Agreement shall be interpreted according to the following provisions, unless the context

requires otherwise:

3.2.1. The headings of clauses and sub-clauses have been inserted for convenience only and

shall not affect the interpretation of this Agreement.

3.2.2. Any reference to any agreement, shall be construed as including a reference to any

agreement amending, varying, novating or substituting that agreement, provided all

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approvals required to be given pursuant to this agreement for any amendment, variation,

novation or substitution of such agreement has been obtained.

3.2.3. Any reference to one gender shall include the other gender and the neuter.

3.2.4. References to “clauses”, “sub-clauses” and “Schedules” are references to the clauses,

sub-clauses and schedules of this Agreement.

3.2.5. Words in the singular number shall include the plural and vice versa.

3.2.6. References to a “person” shall include where the context so requires, an individual, firm,

company, corporation, juristic person, local authority, and any trust, organisation,

association or partnership, whether or not having separate legal personality.

3.2.7. The number of days indicated to commit an act or indicated for any other purpose, is

calculated by excluding the first day and including the last day.

3.2.8. Words defined in a specific clause have the same meaning in all other clauses of this

Agreement.

3.2.9. The Parties acknowledge that each of them has had the opportunity to take legal advice

concerning this Agreement, and agree that no provision or word used in this Agreement

shall be interpreted to the disadvantage of either Party because that Party was

responsible for or participated in the preparation or drafting of this Agreement or any part

of it.

3.2.10. If any definition in this clause 3 contains a substantive provision conferring rights or

imposing obligations on any Party, effect shall be given to such provision as if it was a

substantive provision in the body of this Agreement.

4. ESTABLISHMENT OF CONSORTIUM

4.1. DEF, ABC and GHI hereby establish and associate themselves as a Consortium for the

purposes of performing and promoting the objectives as contemplated herein.

4.2. The Consortium shall –

4.2.1. exist only for the purposes and objectives as set out herein;

4.2.2. be governed by the provisions of this Agreement.

4.3. The Consortium shall be titled “The ABC / DEF / GHI Consortium”2 and shall utilize the postal

and physical address of the Lead Member for purposes of official communication with the

Client, who shall also be the primary point of contact with the Client. 2 Another name can be inserted for the Consortium description.

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4.4. The Consortium has nominated ABC3 as the Lead Member and hereby duly authorises ABC,

subject to obtaining the prior approval of the other Parties as to the scope of the mandate, to

enter into and sign any mandate agreement with the Client on behalf of the Consortium in the

event of the Consortium being successfully awarded the Project.

4.5. It is recorded that the Consortium does not intend to form a separate legal entity for the

purposes of the Project, but shall be constituted and governed by the provisions of this

Agreement.

5. PURPOSES AND OBJECTIVES

It is recorded that the Consortium has been formed for the sole and exclusive purpose of

formulating and submitting a bid to the Invitation with a view to the Consortium being awarded the

Project and executing the Project for the Client in terms of a mandate concluded with the Client.

6. COMMENCEMENT AND DURATION OF AGREEMENT

This Agreement shall commence on the Effective Date and shall thereafter continue until such time

as the Consortium is finally informed of its failure to be awarded the Project, in which event this

Agreement shall automatically terminate, or in the event that the Consortium is awarded the Project

and appointed, until the due execution of the Project by the Consortium or earlier termination of the

Project in accordance with the mandate agreement to be concluded between the Client and the

Consortium.

7. NATURE OF CONSORTIUM

7.1. Nothing in this Agreement including, but not limited to, the placing of any capital at risk by any

Party to the Consortium for the purposes of the Consortium, is intended or shall be construed

as creating a partnership in law between the Parties.

7.2. No Party shall have the authority or power to contract in the name of another save as may be

expressly agreed to in writing, or as may be provided for in this Agreement.

7.3. Save as provided for in this Agreement and as required, implied or accepted as a natural and

reasonable consequence of the Lead Member representing the Consortium in terms of the

agreed mandate with the Client, no Party shall hold itself out as representing, or acting on

behalf of the Consortium without the written consent of the other Parties first having been had

and obtained, and this Agreement shall not be construed as creating any form of agency

between any of the Parties to this agreement unless this Agreement specifically and

expressly creates such agency;

3 Insert the name of the Party nominated as the Lead Member.

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7.4. Save as provided for in this Agreement, in the event of any Party holding itself out as a

partner or agent of all or any of the other Parties contrary to the provisions of clause 7.3

above and generally to the terms of this Agreement and incurring expenses for or claims

against any other Party to this Agreement as a result thereof, then such Party who so holds

itself out hereby indemnifies and holds both the Consortium (to the extent necessary) and

each of the other Parties harmless against such expenses, claims, legal costs and/or

damages resulting from an indemnified party enforcing the aforesaid indemnity.

8. CONTRIBUTIONS TO CONSORTIUM

8.1 The Parties hereby agree to contribute to the Consortium their skills, labour, expertise and in

general, their capabilities to obtain and execute the Project in accordance with their specific skill

and expertise and as agreed to between the Parties prior to the commencement of any projects

or tasks on behalf of the Client as a result of the Consortium’s successful appointment to the

Project.4

or

8.1. The Parties hereby agree to contribute to the Consortium their skills, labour, expertise and in

general, their capabilities to obtain and execute the Project in accordance with the general

division of work set out below:

8.1.1. ABC, shall be responsible for and perform all [insert description] aspects in relation to the

Project;

8.1.2. DEF, shall be responsible for and perform all [insert description] aspects in relation to the

Project; and

8.1.3. GHI, shall be responsible for and perform all [insert description] aspects in relation to the

Project.

8.2. The above consolidated general division of work will be further circumscribed, in the event of the

awardance of the Project to the Consortium, by the mandate agreement to be concluded with the

Client.

8.3. The Parties shall for the duration of this agreement, and with a view to achieving the purposes

and objectives of this Agreement, use their best endeavours to promote the objectives of the

Consortium, and be responsible for their respective duties as agreed to and contemplated in

clause 8.1 and 8.2 above.

4 This option can be utilized where no clear distinction in respect of contributions has yet been made by the Parties. Alternatively, a detailed Schedule can be included referencing the responsibilities of the respective Parties. Such Schedule may included the bid propels of the Parties if such is sufficient to differentiate the contributions of the Parties.

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8.4. The Parties agree that although there may be some overlapping of the duties of the Parties as

described in clause 8.1 above the Parties shall at all times reasonably adhere to the division of

labour contained in clause 8.1.

8.5. It is recorded that, apart from the contributions by the Parties contemplated above, no Party shall

contribute any funds or other assets to the Consortium,5 and it is therefore specifically recorded

that any assets which belong, or may belong to the respective Parties shall not constitute assets

of the Consortium.

9. GENERAL RIGHTS AND OBLIGATIONS OF THE PARTIES

9.1. Each Party shall at all times display the highest degree of goodwill and bona fides towards the

others in all matters relating to the Consortium.

9.2. ABC6 will prepare the bid proposal to the Invitation and with the approval of all Parties, submit

the bid timeously to the Client for and on behalf of the Consortium and in accordance, as far

as is reasonably possible, with the Invitation but subject to the instructions and agreement by

all Parties with the contents thereof.

9.3. All Parties shall co operate fully with each other with a view to the preparation of the bid

proposal to the Client, it being specifically recorded and agreed that it is the intention of the

Parties that the Consortium be appointed by the Client for the Project.

9.4. No Party shall have a claim of any nature whatsoever against any other member of the

Consortium in the event that the Consortium is, for any reason at all, not awarded the Project

as contemplated in the Invitation.

9.5. ABC or its nominee is hereby authorised to execute all documentation for and on behalf the

Consortium for the purposes of submitting the tender of the Consortium to the Client in

response to the Invitation.

9.6. Subject to clause 11.2 (Financial Provisions), any and all official correspondence with or

destined for the Client emanating from any member of the Consortium shall only be

dispatched to the Client through the offices of the Lead Member and any official

correspondence from the Client shall only be channelled through the Lead Member in order

that the affairs and work of the Consortium and its relationship with the Client may properly be

managed. Without derogating from the above, the Parties may agree that any of the other

Parties may contact the Client directly where such contact is required for purposes of

execution of the Project and provided that the Lead Member has duly informed the Client that

5 If this is not the case, the clause must be expanded to address the detail of capital or asset contributions by the Parties. The Agreement should then also provide for the position in respect of such capital contributions and assets upon early termination or expiry of the Agreement.6 Where a specific member is responsible for this.

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the Party requiring such contact, is authorized by the Consortium to contact the Client on

behalf of the Consortium.

9.7. Each Party shall at all times avoid a conflict of interest between the Consortium and their own

interests and should any member of the Consortium believe that such a conflict may exist,

such Party shall immediately advise the Project Committee, referred to in clause 10 (Project

Committee), in writing of the nature of such conflict of interest.

9.8. Each Party shall at all times make a full disclosure of information relating to the affairs of the

Consortium to the other Parties, including the furnishing of accounts and explanation of any

matters when reasonably requested to do so.

9.9. Each Party shall at all times punctually pay its debts and refrain from any conduct and avoid

any proceedings which might lead to the attachment of an interest in the Consortium.

9.10. No Party shall, without the prior written consent of the other Parties, bind the Consortium as

surety for any body or entity or otherwise encumber the interests of the Consortium.

9.11. Each Party agrees to co-operate fully and in good faith and to place at the disposal of the

Consortium the benefits of its experience, technical knowledge and experience, and to use its

best endeavours to achieve the objects of the Consortium as stated in this Agreement.

9.12. Each Party shall carry out diligently and punctually all the duties that such Party is obliged to

carry out and perform in terms of this agreement and shall where reasonably requested by

the Project Committee referred to in clause 10 (Project Committee), provide reasonable

assistance commensurate with its expertise and skills to other members of the Consortium in

the discharge of its respective obligations.

9.13. All Parties shall, in relation to the Project, not be entitled to offer their services to any person,

entity or organisation other than as a member of the Consortium.

9.14. All work carried out by each Party shall not under any circumstances whatsoever be utilized

by any member of the Consortium other than exclusively for the benefit of the Consortium in

respect of the Project without the prior written consent of all Parties and the Client, as

required in terms of clause 17 (Confidentiality).

10. MANAGEMENT OF THE CONSORTIUM

10.1. The Consortium shall be managed by a Project Committee consisting of 1 (ONE) representative

from each Party as nominated and appointed from time to time by the Parties, which

representatives shall act as project managers for the purposes of performing the Project and

managing the roles and duties of the respective Parties, and the Parties agree to comply with

and adhere to the directions and instructions of the Project Committee, where such instructions

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and directions are issued in good faith and with the intention of ensuring that the Project is

carried out according to the instructions of the Client and the provisions of the mandate

agreement with the Client.

10.2. The Project Committee shall meet from time to time as may be agreed upon, but in the absence

of agreement, shall meet at least once a month, during the first week of each calendar month

with effect from the first calendar month commencing after the Effective Date, which meeting

may be convened by any of the Parties by written notice to the other Parties.

10.3. The Project Committee shall operate through mutual consent of all the Parties.

10.4. Subject to this clause 10, the Project Committee shall be entitled to regulate its workings and

activities in its own discretion.

11. FINANCIAL PROVISIONS

11.1. The Consortium will charge the Client the fees and disbursements as set out in the financial

proposal contained in the bid proposal submitted by the Consortium to the Client in response

to the Invitation, and it is recorded that such fees and disbursements are the maximum fees

and disbursements which the Consortium is entitled to charge the Client for services

rendered, unless a contrary agreement is reached with the Client regarding fees and

disbursements.

11.2. The Parties agree to invoice the Lead Member for their respective charges for fees and

disbursements, and the Lead Member shall consolidate the respective fees (including all

disbursements) of the Parties and provide the Client with a single invoice for fees (including

all disbursements) payable to the Lead Member on behalf of Consortium on the achievement

of predetermined payment milestones by the Consortium. The Lead Member of the

Consortium, after having received payment from the Client in terms of the provided invoice,

shall within 10 (TEN) working days, pay by electronic transfer into the respective bank

accounts nominated by the Parties, the amount for fees and disbursements invoiced by each

Party to the Lead Member.

11.3. Payment by the Lead Member of the amount invoiced by each respective Party, shall be

deemed to be a full discharge of the respective Party’s portion of the revenues accruing to the

Consortium from time to time for services rendered to the Client, and no Party shall be

entitled to receive any amounts in excess of these amounts.

11.4. Each party shall be liable for their own operating and running costs, including but not limited

to travel and accommodation costs incurred in the execution by the Party of its duties in terms

of this Agreement.

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11.5. The Parties shall not, unless authorized by the Project Committee, incur any expenses in

respect of the Consortium which is not directly related to the execution by any Party of its

duties in terms of this Agreement. Where any such expenses are authorized by the Project

Committee, the Project Committee shall agree to an appropriate division of the expenses

between the Parties.

11.6. The Parties shall not be liable to each other for any costs or expenses incurred in the

preparation or provisioning of assistance in the preparation of the bid to be submitted by the

Consortium in response to the Invitation.

12. PROFESSIONAL INDEMNITY INSURANCE

Each Party hereby warrants that it is the beneficial holder of professional indemnity insurance

cover on such levels and terms as are adequate to honour the obligations of that Party in terms of

this Agreement, the costs whereof shall be for the account of that Party.

13. SUBCONTRACTING

13.1. Notwithstanding anything to the contrary contained in this Agreement or anywhere else the

Consortium shall be entitled but not obliged, to engage the services of whatever

subcontractors, consultants or experts the consortium deems fit on such terms and conditions

that the Consortium deems fit for the purposes of carrying out or assisting with the carrying

out of the Project, provided that all the Parties have consented to such engagement and the

terms and conditions of such engagement and provided further that the terms and conditions

of such engagement shall be binding on all the Parties.

13.2. In procuring the engagement of the services of any person as contemplated in 13.1, the

Consortium shall ensure that the terms and conditions of such engagement contain an

appropriate indemnity in favour of all members of the Consortium against all claims by any

third party.

14. INDEMNITY

In addition to and without prejudice to any other indemnity or obligation contained or

contemplated in this Agreement, each of the Parties shall be liable to the others for and hereby

indemnifies the others, their directors, partners, officers, employees, representatives and agents

and holds them harmless and keeps them so indemnified and harmless in full against any claim

(including but not limited to legal costs incurred in defending any third party claims or enforcing

this indemnity), by any third party against any of such other Parties, attributable to or arising

(whether directly or indirectly) from the indemnifier's fault or negligence or default by the

indemnifier in respect of any of its obligations to the Client under the mandate agreement or any

other agreement with the Client or attributable to or arising from any act or omission on the part of

any subcontractor or person appointed by the indemnifier as contemplated in this Agreement,

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provided that this clause shall not apply in respect of any act or omission by the person appointed

by the Consortium in terms of, and in accordance with, clause 13.

15. DISPUTE RESOLUTION

15.1. The Dispute Resolution Procedure set out in this clause 15 (the “Dispute Resolution Procedure”) shall apply to any dispute, claim or difference arising out of or relating to this

Agreement.

15.2. All disputes shall first be referred to the Project Committee, for resolution. An agreement reached

by the Project Committee shall be reduced to writing and shall be binding on the Parties.

15.3. If the Parties are unable to resolve any dispute within 21 (TWENTY-ONE) working days of

referral to the Project Committee, either Party may refer the dispute for arbitration, which

arbitration shall be shall be conducted by an arbitrator appointed by the Arbitration Foundation

of Southern Africa (the “Foundation”) and shall be resolved in accordance with the rules of the

Foundation. The decision of the arbitrator shall be subject to appeal as provided for in the rules

of the Foundation. The costs of the arbitration proceedings shall be borne by the Parties as

decided by the arbitrator.

15.4. This arbitration clause shall not prevent the Parties from acquiring urgent relief from a court of

law by means of motion proceedings.

16. BREACH

16.1. If any of the Parties materially breach any of its obligations in terms of this Agreement, the other

Party/Parties shall be entitled to call upon the defaulting Party to remedy that breach within 10

(TEN) days of written notice been given to the defaulting Party, requiring it to do so, failing which

the Party/Parties giving the notice may, subject to any other rights, terminate this Agreement.

16.2. The rights referred to in clauses 16.1 shall not prejudice the rights of the non-defaulting

Party/Parties to recover damages from the defaulting Party by reason of such breach or claim

specific performance.

17. CONFIDENTIALITY

17.1. The Parties acknowledge that they may, in the course of the carrying out of the Project, gain

access to and become acquainted with the techniques, methods and processes, trade

secrets, data, information technology, software, associates, clients, and other private,

sensitive and confidential information (“Confidential Information”) as well as any other

documentation or information arising from or relating to the Confidential Information, of the

other Parties and the Client.

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17.2. The Parties accordingly undertake, for the duration of this agreement as well as after the

termination thereof, not to directly or indirectly, utilize, disclose or make public to any third

party any Confidential Information of the other Party or the Client and to keep any Confidential

information secret and confidential at all times, except as pursuant to and for the purposes of

this agreement.

17.3. The Confidential Information shall not include information -

17.3.1. which was known to a Party or the Client prior to its receipt from another Party;

17.3.2. which is revealed to the professional advisers of the Parties, subject to such persons

being informed of the requirements of this clause 17 (Confidentiality) and agreeing to

abide by the terms thereof;

17.3.3. which is already generally available and in the public domain otherwise than as a result of

a breach of this clause 17 (Confidentiality);

17.3.4. which is lawfully acquired from third parties who have a right to disclose such information;

17.3.5. disclosed as part of any attempt to resolve a dispute in accordance with clause 15

(Dispute Resolution);

17.3.6. which is already lawfully in the possession of the receiving Party (who is under no

obligation restricting its disclosure) prior its disclosure by the disclosing Party;

17.3.7. which by mutual agreement is released from a confidential status; and

17.3.8. which is required to be disclosed in response to a valid order of court or other

governmental agency or if disclosure is otherwise required by law, and a Party will

provide the other Party or Client with prompt written notice if such disclosure is required,

and shall limit the disclosure to the minimum necessary to comply with the law.

17.4. The Parties herewith agree that the they may utilise each others Confidential information

internally for reference, methodological purposes and the performance of their respective

duties in terms of this Agreement, provided the prior written consent of the Party or Client to

whom the Confidential Information relates, has been obtained.

18. INTELLECTUAL PROPERTY

18.1. It is recorded that all intellectual property rights of the Parties whatsoever, whether capable of

registration or not, or not yet registered, including their names, logos, images and other

intellectual property matters relating to them, shall remain the exclusive and sole property of the

respective Parties.

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18.2. A Party shall not use another Party’s names, logos, images or otherwise make reference to

another Party without its consent, and shall in any event cease to make use thereof immediately

upon termination of this Agreement, unless the Parties have agreed otherwise.

19. MISCELLANEOUS

19.1. No Party may without the prior written consent of the other Parties, delegate, assign, cede,

transfer or in any other way alienate or dispose of any of its rights or obligations in terms of

this agreement to any other person, which consent may not be unreasonably withheld.

19.2. No provision of this Agreement (including, without limitation, the provisions of this clause) may

be amended, substituted or otherwise varied, and no provision may be added to or

incorporated in this Agreement, except (in any such case) by an agreement in writing signed

by the duly authorised representatives of the Parties.

19.3. Any relaxation, indulgence or delay (collectively referred to as “Indulgence”) by either Party

in exercising, or any failure by either Party to exercise, any right under this Agreement shall

not be construed as a waiver of that right and shall not affect the ability of that Party

subsequently to exercise that right or to pursue any remedy, nor shall any Indulgence

constitute a waiver of any other right (whether against that Party or any other person).

19.4. The waiver of any right under this Agreement shall be binding on the waiving Party only to the

extent that the waiver has been reduced to writing and signed by the duly authorized

representative(s) of the waiving Party.

19.5. This Agreement may be executed in any number of identical counterparts, all of which when

taken together shall constitute one agreement. Any single counterpart or a set of counterparts

taken together which, in either case, are executed by the Parties shall constitute a full original

of this Agreement for all purposes.

19.6. All notices and any other communications whatsoever (including, without limitation, any

approval, consent, demand, query or request) by either Party in terms of this Agreement or

relating to it shall be given in writing, and shall be sent by registered post, or delivered by

hand, or transmitted by facsimile or electronic mail to the recipient Party at its relevant

address set out below:

19.6.1. if to ABC, at:

Address:

Postal address:

Facsimile number:

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Electronic mail address:

Marked for the attention of:

19.6.2. if to GHI, at:

Address:

Postal address:

Facsimile number:



19.6.3. if to DEF, at:

Address:

Postal address:

Facsimile number:



19.7. Either Party may, by written notice to the other Party, change any of the addresses at which,

or the designated person for whose attention those notices or other communications are to be

given.

19.8. Any notice or other communication given by any Party to the other Party which –

19.8.1. is sent by registered post to the addressee at its specified address shall be rebuttably

presumed to have been received by the addressee on the 7th (SEVENTH) day after the

date of posting; or

19.8.2. is delivered by hand during the normal business hours of the addressee at its specified

address shall be rebuttably presumed to have been received by the addressee at the time

of delivery; or

19.8.3. is transmitted by facsimile copier to the addressee at the addressee’s specified facsimile

number shall be rebuttably presumed to have been received by the addressee on the

date of transmission as indicated on the sender’s facsimile transmission report; or

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19.8.4. is transmitted by electronic mail to the addressee at the addressee’s specified electronic

mail address shall be rebuttably presumed to have received by the addressee on the date

of transmission as reflected on the sender’s electronic mail records.

19.9. The Parties choose their respective physical addresses in clause 19.6 as their respective

domicilia citandi et executandi at which all documents relating to any legal proceedings to

which they are a party may be served. If that address is changed to another address which is

not a physical address in the Republic of South Africa, then the original address shall remain

the domicilium citandi et executandi of the relevant Party until it nominates a new physical

address within the Republic of South Africa in writing, to be its new domicilium citandi et

executandi.

19.10. The Parties agree to perform, or procure the performance, of all further things, and execute

and deliver (or procure the execution and delivery) of all further documents, as may be

required by Law or as may be desirable or necessary to implement or give effect to this

Agreement and the transactions contemplated therein.

19.11. By entering into this Agreement, the Parties warrant that there are no impediments or

restrictions to their doing so and that this Agreement does not violate the provisions of any

Agreement between any of the Parties and any third party.

20. COSTS

Each Party shall pay its own costs relating to and in connection with the negotiation, preparation,

drafting and signature of this agreement, and any amendments thereto.

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Thus done and signed at..........................................on this............day of............................20..........

As witnesses:

________________________________ For and on behalf of[ABC]by

________________________________

_____________________________who warrants his/her authority hereto


As witnesses:

________________________________ For and on behalf of[DEF]by

________________________________


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As witnesses:

________________________________ For and on behalf of[GHI]by

________________________________


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Consortium Agreement for Tender or Project Specifi 1458

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Transcript of Consortium Agreement for Tender or Project Specifi 1458