Lease AgreementEntered into between

1. PARTIES

1.1. PERISHABLE PRODUCTS EXPORT CONTROL BOARD

45 Silwerboom AvenuePlattekloofCape Town7500

(hereinafter referred to as “Tenant” or “PPECB”)

1.2. XPARTY

Identity number:

Address:

(hereinafter referred to as “Landlord”)

Jointly referred to as “the Parties” and each individually as "Party".

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2. DEFINITIONS AND INTERPRETATION

In this Agreement, unless the context indicates otherwise:

2.1. “Agreement” means this Lease Agreement, including any signed annexures and amendments thereto;

2.2. "Confidential Information" means any information or data, including any Personal Information, shared by the Disclosing Party which by its nature or content is identifiable as confidential and/or proprietary to the Disclosing Party and/or any third party, or which is provided or disclosed in confidence and which the Disclosing Party or any person acting on its behalf may disclose or provide to the Receiving Party or which may come to the knowledge of the Receiving Party by whatsoever means, including all information relating to the Disclosing Party's current and existing strategic objectives, its business activities, business relationships, technical, scientific, commercial, financial and market information and trade secrets, data concerning its architectural information, demonstrations, processes and machinery, all agreements to which it or its clients is/are a party, information relating to the Services and information relating to its clients and facilities and including in all cases the PPECB Intellectual Property, PPECB Materials and PPECB Data (where PPECB is the Disclosing Party);

2.3. "Data Protection Legislation" means any and all applicable laws relating to data protection in force in the Republic of South Africa, including but not limited to the Protection of Personal Information Act No. 4 of 2013;

2.4. "Disclosing Party" means either Party and/or any third party to the extent that it discloses any Confidential Information in terms of this Agreement;

2.5. “Effective Date” means [insert];

2.6. “Leased Premises” means that portion of the building currently occupied by the Tenant situated at [insert];

2.7. "PPECB Data" means PPECB Materials, data, processes or information, including but not limited to Personal Information and Confidential Information, relating to PPECB, PPECB's personnel, PPECB board members, the customers of PPECB and PPECB's operations, business activities;

2.8. "PPECB Intellectual Property" includes but is not limited to; all current and future PPECB intellectual property rights of any kind whatsoever and

however embodied which may subsist or be capable of protection wheresoever in the world, including (without limitation) patents, trademarks, present and future rights of copyright, rights in and to designs, design rights, drawings, specifications and business methods, rights in and to inventions, topography rights, rights in and to trade secrets, rights in and to trade names, business names, Internet domain names, logos and service marks, the right to keep information confidential and private, rights in and to know-how, rights in and to databases (including rights of extraction), data, source code, registered reports;

PPECB Confidential Information (to the extent containing intellectual property of PPECB) as well as PPECB's product quality, food safety, orchard inspection, export certification and cold chain standardized applications and methodologies;

the materials used within the Learning and Development Division to ensure the uniform interpretation and application of the standards and requirements as per the Agricultural Product Standards Act 119 of 1990 and its regulations, the Perishable Products Export Control Act 9 of 1983 and its regulations and the Perishable Products Export Control Bill;

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Standardized product quality and cold chain material knowledge, food safety market access training material;

the proprietary PPECB software known as TITAN 2.0® and any updates, patches, fixes, upgrades or later versions thereof; and

all rights and forms of protection of a similar nature or having equivalent effect to any of them which may subsist or be capable of protection as at the Effective Date or thereafter wheresoever in the world,

whether or not any of these is registered and including, but not limited to, applications for any such rights or registration thereof and any goodwill related to or arising from such rights;

2.9. "PPECB Materials" means all products, goods, software, software documentation, documentation, literature, materials, tools, data, information, databases, modules, components, compilations of data, methodologies, processes, policies, procedures, techniques, models, configurations, protocols, routines, interfaces (including API interfaces), reports, plans, notes, files, diagrams, manuals, templates, schematics, correspondence, designs, circuit designs, algorithms, specifications, records, equipment, hardware, servers, computers, platforms, computer code, derivative works, and works of authorship, and irrespective of the form and format of the foregoing and whether tangible or intangible, including without limitation PPECB Intellectual Property;

2.10. "Personal Information" is Personal Information as defined in the Protection of Personal Information Act No. 4 of 2013;

2.11. "Receiving Party" means the Party, other than the Disclosing Party, to the extent that it receives any Confidential Information from the Disclosing Party;

2.12. In this Agreement unless the context indicates otherwise, words which refer to:

2.12.1. The singular shall include the plural and vice versa;

2.12.2. Any reference to a natural person shall include a reference to a juristic person and vice versa;

2.12.3. Clause headings shall only be utilised for convenience purposes and shall not be utilised in the interpretation of this Agreement;

2.12.4. Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail;

2.12.5. Where any number of days is prescribed in this Agreement same shall be considered to be calendar days and reckoned exclusive of the first and inclusive of the last day unless the last day falls on a Sunday or public holiday, in which case the last day shall be the next succeeding day which is not a Sunday or public holiday in the Republic of South Africa;

2.12.6. The rule of construction that an agreement shall be interpreted against the party responsible for the drafting or preparation of the Agreement, shall not apply; and

2.12.7. The expiration or termination of this Agreement shall not affect those provisions of this Agreement which expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or

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termination, notwithstanding the fact that the clauses themselves do not expressly provide for this.

3. LEASE OF PREMISES

3.1. The Landlord hereby lets and the Tenant hereby hires the Leased Premises.

3.2. The Landlord and the Tenant have reached an agreement as to the terms upon which the Leased Premises shall be let and wish to record such agreement.

4. DUTIES OF PARTIES

4.1. Landlord

4.1.1.Shall comply with all safety, building and other regulations of any authority having legal jurisdiction applicable to the Leased Premises;

4.1.2.Shall provide suitable cleaning services in the communal areas as well as the outside of the building; and

4.1.3.In the event that the Tenant does not exercise its right to renew this lease in terms of Clause 7.2, the Landlord may, but not before 3 (three) months’ prior to the termination date, affix “To Let” signs to the Leased Premises and allow prospective tenants to enter upon and view the premises during reasonable times and with at least 24 hours’ notice to the Tenant.

4.2. Tenant

4.2.1.Undertakes to keep the Lease Premises clean and neat at all times;

4.2.2.Agrees to keep the Leased Premises in good order and condition during the term of this Lease and shall return the Leased Premises in the same good condition it was received in upon termination of this Lease, fair wear and tear excepted;

4.2.3.Permit the Landlord to have access to the Leased Premises for the purpose of carrying out inspections or any repairs which the Landlord deems necessary. The Landlord will provide the Tenant with at least 24 hours’ notice of such inspection or repairs;

4.2.4.Shall not cause any noise or nuisance which would in any way disturb the occupation of its neighbours; and

5. PAYMENT TERMS

5.1. Deposit

5.1.1. The Tenant shall pay a deposit equal to [insert] within 7 (seven) days after the Effective Date and the Landlord shall keep such deposit in an interest bearing account for the period of the Agreement and the interest will accrue for the benefit of the Tenant.

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5.1.2. If at any time during or at the termination of this Agreement the Tenant is liable for any damages in terms of this Agreement the Landlord shall be entitled to apply the deposit or any portion thereof, as the case may be, for payment of such amount. If any portion of the deposit is so applied during the course of this Agreement, the Tenant shall forthwith reinstate the deposit to its original amount.

5.1.3. If there is no claim for damages or the amount of the deposit exceeds the cost of damages payable at termination of this Agreement the amount of the deposit so applicable and the interest accrued during the lease period shall be paid to the Tenant within 7 (seven) days from the date of the outgoing inspection as stipulated in clause 9.2.

5.2. Rental

5.2.1.The Rental, in the sum of [insert] excluding VAT, is payable monthly in advance, free of exchange, without deduction or offset, to be paid into the Landlord’s bank account on or before the first day of each calendar month for the duration of the Lease.

5.2.2.The Tenant shall not be entitled to set off against the deposit any rental or other amount payable by it.

5.2.3.All Rental and other amounts provided for in this Agreement shall be exclusive of VAT and the Tenant shall pay all or any amounts in respect of VAT.

5.3. Rates and Taxes

5.3.1.The Landlord shall be responsible for the payment of all rates in relation to the Leased Premises to the relevant authority.

5.3.2.Should the Rates or Taxes be increased during the Lease Period, the Landlord may, by written notice to the Tenant, increase the monthly rental by the proportionate share by which the rates and taxes are increased, calculated on a monthly basis.

6. PROVISION OF SERVICES

6.1. The Tenant shall be responsible for its proportionate share of the municipal charges for utilities and/or services, such as electricity, water, sewerage, waste removal or any other charges payable by the Landlord in respect of the Leased Premises to the local or any other municipality or authority and shall be charged separately by metering for the electricity and water usage at the same cost that is paid by the Landlord.

6.2. The Landlord shall take all reasonable steps to ensure the supply of utilities, such as supply of water and electricity to, and waste removal from the Leased Premises and undertakes to ensure all accounts in this regard are settled timeously with the local authority or municipality as the case may be, and that no services are suspended due to non-payment of or overdue amounts on the Landlord’s municipal accounts. The Landlord shall be responsible for the payment of any third reconnection fees in the event services are suspended due to non-payment of overdue amounts.

6.3. The Landlord shall not be liable for any delay, inconvenience or damage suffered by the Tenant as a result of the interruption in the supply of these services, unless such interruption is due to the act or omission of the Landlord, including but not limited to non-payment of the relevant account.

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6.4. The Municipal charges as per clause 6.4.1 is excluded from the rental payable and shall be invoiced separately.

6.5. Payment for the municipal charges mentioned in clause 6.4.1 shall be paid within 30 (thirty) days from date of invoice.

6.6. The Landlord shall supply internal telephone lines within its own infrastructure and shall provide the Tenant with a detailed account on a monthly basis which shall be payable within 30 (thirty) days.

7. TERM AND TERMINATION

7.1. This Agreement shall commence on the Effective Date and terminate on 30 June 2021R 9 (“Initial Period”), subject to early termination hereof, or termination due to breach of contract.

7.2. The Tenant shall have the option to renew this Lease for a further period by providing the Landlord with notice no less than 90 (ninety) days before termination of the Initial Period, upon the same terms and conditions as contained herein. The rental payable by the Tenant during the renewal period shall be as agreed between the parties at that time.

7.3. On the expiry of the Initial Period, if the Tenant does not vacate the Leased Premises, the lease shall continue to operate on a month to month basis, both parties being obliged and entitled to give the other written notice of termination of the lease during the further period, unless the lease is extended by agreement between the parties and reduced to writing.

7.4. Either party may terminate the lease agreement by giving the other party at least 6 months’ written notice of such termination.

7.5. Notwithstanding anything to the contrary herein contained, either party shall be entitled to forthwith terminate this Agreement at any time by addressing written notice to such counter-party should such counter-party:

7.5.1.commit an act which is or would, if committed by a natural person, be an act of insolvency as defined in the Insolvency Act of 1936; or

7.5.2.allow any judgment against it to remain unsatisfied for a period of 14 (FOURTEEN) days; or

7.5.3.be provisionally or finally liquidated, removed from the Register of Companies or the like, or placed under judicial management whether provisionally or finally or take any steps for its voluntary winding up; or

7.5.4.do anything which is intended to disparage or which in the reasonable opinion of the other parties disparages the services rendered by any party in terms of this Agreement or the reputation of any party.

8. RESTRICTED DATABASE OF SUPPLIERS

8.1. The PPECB may terminate this agreement with immediate effect if Landlord is listed on National Treasury’s database of restricted suppliers.

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9. INGOING AND OUTGOING INSPECTION

9.1. The Landlord shall determine a reasonable inspection date, which must be within 14 days of the commencement of the lease period, to cause an inspection of the leased premises by both parties in the presence of each other, during which a written schedule of the condition of the Leased Premises will be compiled by the parties. In the event that such an inspection does not occur, or if a schedule is not compiled, the Leased Premises will be deemed to be in good order and condition at the commencement of the Lease Period.

9.2. The Landlord shall determine a reasonable inspection date to cause an outgoing inspection of

the Leased Premises during which a written schedule of the condition of the Leased Premises will be compiled by the parties. These inspections will be held during the last week of occupation or on or after the date of termination of the lease.

10. USE OF LEASED PREMISES AND SIGNAGE

10.1. The Leased Premises shall be used only for the purposes of offices and related storage.

10.2. The Landlord does not warrant that the Tenant will be granted any license or consent in respect of its business being conducted on the Leased Premises.

10.3. The Tenant shall not contravene or permit the contravention of any law, by-law, ordinance, proclamation or statutory regulation or the conditions of any license relating to or affecting the occupation of the Leased Premised or the carrying out of the Tenant’s Business in the Leased Premises.

10.4. The Tenant shall not exhibit, store or leave goods or articles on the pathways, the stairs or landings, in passages or entrances, or other communal areas.

10.5. The Tenant may not affix or display any signage in or about the Leased Premises without the Landlord’s prior written consent, which shall not be unreasonably withheld.

10.6. All signage affixed by the Tenant shall be removed by it upon termination of this lease and the Tenant shall make good any damage caused by such removal.

11. ASSIGNMENT AND SUB-LETTING

11.1. The Tenant shall not cede or assign any of its rights or obligations arising out of this Lease to any other party.

11.2. The Tenant shall not sub-let the whole or any portion of the Leased Premises to any other party, nor place any other person in occupation of the Leased Premises or any part thereof without the prior written consent of the Landlord.

12. INSURANCE, DAMAGE AND DESTRUCTION

12.1. The Landlord shall insure the building against all standard risks.

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12.2. The Tenant may not do or permit anything to be done which invalidates the Landlord's insurance policies in respect of the Property or which causes insurance claims to be unenforceable or which increases the premiums of such insurance. Particulars of the insurance in respect of the Property will be made available by the Landlord on written request by the Tenant.

12.3. If the Leased Premises or the Building is damaged or destroyed to such an extent that it becomes substantially untenantable, the Landlord may, at its option, and in addition to any other rights which it may have.

12.3.1. by written notice terminate the Agreement from date of such damage or destruction; or

12.3.2. rebuild or restore the Leased Premises or the building in which the Leased Premises is situated or forms part of, provided that during such rebuilding or restoration the monthly rental will be abated in accordance with the extent of any loss of beneficial occupation suffered by the Tenant.

12.4. The Tenant is responsible for the insurance of its own goods and cannot hold the Landlord liable for any damage to such property, unless such damage is due to the gross negligence or wilful conduct of the Landlord.

13. MAINTENANCE AND ALTERATIONS

13.1. The Tenant:

13.1.1. Will maintain the interior of the Leased Premises, including all fixtures, fittings, appliances, light bulbs, floors, ceiling, plumbing, switchboards, locks, keys, door handles, glass windows, window frames, doors, and door access equipment, fair wear and tear excepted;

13.1.2. Is liable for any damage caused to the Leased Premises by himself or for which he is vicariously liable;

13.1.3. may not effect any alterations, additions or improvements to the Leased Premises without the prior written consent of the Landlord, which shall not be unreasonably withheld;

13.1.4. The Tenant shall have the right to place all such furniture, fixtures and fittings in the Leased Premises as are necessary for the purpose of carrying on its business in the Leased Premises.

13.2. The Landlord:

13.2.1. Undertakes to maintain the structure, roof and exterior of the Leased Premises, including passages, stairs, lifts and other common service areas in good order and repair at all times during the period of the Lease;

13.2.2. Shall be entitled to effect any repairs, alterations, improvements and/or additions to the Leased Premises or any part thereof and shall be entitled access to any portion of the Leased Premises for the aforesaid purpose;

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13.2.3. Shall effect any repairs which it may be obliged to effect in terms of this Lease within a reasonable time after written notification to do so.

14. HEALTH AND SAFETY

14.1. The Leased Premises and Building in which it is situated must comply with the required standards as set out in the Occupational Health and Safety Act (OHS Act) and the National Building Regulations and Building Standards Act.

14.2. The Landlord shall provide the following certificates in terms of the abovementioned Acts upon commencement of the Agreement;

14.2.1. Occupancy Certificate;14.2.2. Fire Clearance Certificate; and14.2.3. Electrical Certificate of Compliance.

14.3. Fire Equipment

14.3.1. The Landlord will ensure that there is fire equipment (fire extinguishers; fire hoses; fire escape doors; smoke detectors; etc.) present on the premises that meet the OHS Act Fire Requirements and will ensure that these are maintained and serviced regularly.

14.4. Pests and Vermin

14.4.1. The Building/Premises must be free from pests and vermin and the Landlord will have the building fumigated by a specialist as and when required. The Tenant shall provide reasonable access to such appointed pest control contractor.

14.5. Potable Water

14.5.1. The Landlord will ensure that the Tenant has access to clean potable water for drinking and washing purposes.

14.6. Safe Parking

14.6.1. The Landlord will ensure that there is safe parking available for the Tenant’s employees & clients

14.7. Security

14.7.1. The Landlord shall provide adequate security arrangements at the main access point to the land on which the Leased Premises is situated.

14.7.2. The Tenant and its employees shall be obliged to accept and comply with all security arrangements as may be provided by the Landlord.

14.8. First Aid

14.8.1. The Tenant will ensure that there is a trained first aider employed at the premises and shall ensure that the necessary First Aid kit & equipment is kept on the premises.

15. BREACH OF CONTRACT

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15.1. In the event that any Party breaches any term of this Agreement and fails to remedy such breach within 14 (fourteen) business days of receipt of written notice by the other Party calling upon it to remedy such breach, the other Party shall be entitled to either:

15.1.1. enforce the terms of this agreement; or15.1.2. cancel this agreement in writing;

without prejudice to any other rights, including a claim for damages, which such Party may enjoy in terms of this Agreement or in law.

16. DISPUTES

16.1. If there is any dispute regarding the interpretation of this Agreement, or if there is any other dispute between the Parties arising from or in connection with this Agreement or action taken pursuant to its provisions or its termination, the Parties shall make every effort to resolve amicably such dispute or difference by mutual consultation. This clause does not detract from a party’s right to institute action or motion proceedings in the High Court or any other Court of competent jurisdiction in respect of any dispute that may arise out of or in connection with this Agreement.

16.2. If after 30 (thirty) days the Parties have failed to resolve their dispute or difference by mutual consultation, then such matter ("the Dispute") shall be determined by an independent expert in the particular field.

16.3. Within 5 (five) days after the failure to resolve the dispute, the Parties shall agree upon such independent expert and, should they fail to agree, the expert shall be appointed by the President for the time being of the Cape Law Society.

16.4. Such expert shall act as an expert and not as an arbitrator and shall in his sole discretion lay down the procedure to be followed and the manner in which evidence, if any, shall be allowed.

16.5. The dispute shall be determined in Cape Town, Republic of South Africa.

16.6. This Agreement shall be governed by the laws of the Republic of South Africa.

17. INDEMNITY

17.1. Landlord confirms that it is aware of the provisions of section 21 of the Perishable Products Export Control Act 9 of 1983.  Landlord indemnifies and holds the PPECB, its employees, officials and board members harmless against any claim as envisaged in the said section 21, notwithstanding the provisions of Section 20.

18. FORCE MAJEURE

18.1. Neither Party shall be liable to the other for its failure or delay to perform in terms of this Agreement in the event and to the extent that such failure or delay is caused by a force majeure event provided however, that the Affected Party is without fault causing such default or delay, and such default or delay could not have been prevented by the Affected Party through the use of alternative sources, workaround plans or other means. For the purpose of this Agreement “force majeure event” shall mean any circumstance beyond the reasonable control of the Party

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giving notice of force majeure (“the Affected Party”) including but not limited to war (whether declared or not), revolution, invasion, insurrection, riot, civil commotion, mob violence, boycott, fire, explosion, theft, storm, flood, lightning, or any other adverse weather condition, epidemic, quarantine, major accident, any form of cyber-attack or compromise to the information technology systems of the Affected Party, or acts or restraints of government imposition, which have the effect of materially impairing the performance by either Party of its obligations under this Agreement. On written notice of a force majeure event by the Affected Party the Agreement shall be automatically suspended. Should the force majeure event continue for a period exceeding 90 days, either party shall be entitled to terminate this agreement by giving written notice to the other party.

19. DOMICILIUM

19.1. For the purpose of this agreement, including the giving of notices in terms hereof and the serving of legal process, the parties choose domicilium citandi et executandi ("domicilium") as follows:

19.1.1. PPECB

Domicilium address: 45 Silwerboom Avenue, Plattekloof, 7500, Western Cape, South Africa

Postal address: Same as aboveFacsimile number: 086 606 3311E-mail address: MichelleA@ppecb.comAttention: The Legal and Corporate Governance Manager

19.1.2. Landlord

Domicilium address:

Postal address:

Facsimile number: E-mail address:Attention:

19.2. A party may at any time change its domicilium by notice in writing, provided that the new domicilium consists of, or includes, a physical address at which process can be served.

19.3. Any notice given in connection with this agreement may be delivered by hand; or be sent by prepaid registered post; to the domicilium chosen by the party concerned. Any notice or process delivered on any party in connection with any matter or subject arising out of this agreement or any notice shall be deemed to have been delivered if handed to any responsible person at the domicilium chosen by any party and it shall not be necessary to hand such process or notice to any party personally.

19.4. A notice given as set out above shall be presumed to have been duly delivered:

19.4.1. on the date of delivery if delivered by hand;

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19.4.2. on the fourth day from the date of posting including the date of posting if posted by pre-paid registered post from within the Republic of South Africa;

19.4.3. on the fourteenth day from the date of posting including the date of posting if posted from outside the Republic of South Africa;

19.4.4. on the date of transmission by facsimile copier as indicated on the sender’s facsimile transmission report, provided that the sender has ascertained telephonically from the recipient that he has actually received the facsimile;

19.4.5. on the date of transmission by electronic mail as reflected on the sender’s electronic mail records, provided that the sender has telephonically ascertained (or received electronic confirmation) that the recipient has actually received the electronic mail.

20. CONFIDENTIALITY OF INFORMATION

20.1. The Parties shall keep confidential and shall not disclose to any third party (other than for the purposes of performing services under this Agreement) any of the Confidential Information disclosed to either Party during the discussions or negotiations or implementation of this Agreement or at any time thereafter.

20.2. The provisions of 20.1 shall not apply to any confidential information which:

20.2.1. is or hereafter becomes part of the public domain (otherwise than as result of a breach of the provisions of 20.1 above);

20.2.2. can be shown to have been lawfully in the possession of the Receiving Party, or its affiliates, prior to its disclosure and is not subject to any existing Contract between the Parties and/or their affiliates;

20.2.3. is acquired by a Party or its affiliates independently from a third party, who lawfully acquired such information without restriction, or information which acquired or developed by a Party or its affiliates independently without access or reference to Confidential Information of the Disclosing Party; or

20.2.4. is disclosed or released with prior written authorisation by the Disclosing Party to satisfy an order of Court or otherwise comply with the provisions of any law or regulation in force at the time.

20.3. In the event of termination or cancellation of this Agreement, Landlord shall return all Tenant Confidential Information to the Tenant or destroy such Confidential Information and provide a signed certificate of destruction, at Tenant’s election.

21. DATA PROTECTION

21.1. Landlord may have access to certain PPECB data for the purposes of this agreement and shall not:

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21.1.1. process the PPECB Data in any manner or for any purpose other than as set out in this Agreement or as specifically otherwise instructed or authorised by PPECB;

21.1.2. cause PPECB to breach or contravene any Data Protection Legislation;

21.1.3. transfer PPECB Data across the border of the Republic of South Africa without the prior written consent of PPECB, unless otherwise authorised by Data Protection Legislation.

21.2. Landlord shall comply with all directions and instructions which may be given by PPECB regarding the processing of PPECB Data.

21.3. Landlord hereby indemnifies and holds PPECB harmless from and against all Losses which PPECB may incur or suffer pursuant to any and all claims arising directly or indirectly as a result of, or related to, a breach by Landlord of its obligations under this clause.

21.4. Landlord shall take all appropriate reasonable technical and organisational precautions reasonably necessary to preserve the integrity of PPECB Data and to prevent any unauthorised access, corruption or loss of PPECB Data in its possession or under its control.

21.5. Landlord shall immediately notify PPECB in the event of Landlord’s non-compliance or breach of any applicable Data Protection Legislation.

22. INTELLECTUAL PROPERTY

22.1. All Intellectual Property Rights belonging to a Party and/or its licensors prior the Effective Date will remain vested in that Party and/or its licensors.

22.2. Unless agreed by the parties to the contrary, reduced to writing and signed by both parties, all Intellectual Property rights in all proposals and documentation furnished by the PPECB in or in relation to this Agreement are and shall remain at all times vested in the PPECB.

22.3. All Intellectual Property Rights in and to any PPECB Materials shall vest in and shall remain vested in PPECB and where Landlord is provided access to any PPECB Materials, Landlord shall use such PPECB Materials strictly in accordance with the terms of this Agreement. Landlord shall perform all such actions and take all such steps as may be reasonably required for the purpose of preserving or perfecting such vesting and shall only use PPECB Intellectual Property in accordance with this Agreement.

22.4. In the event of termination or cancellation of this Agreement, the Landlord shall return all PPECB Intellectual Property to the Tenant.

22.5. Neither Party’s trademarks nor brands shall be used by the other Party for any purpose without obtaining prior written consent of the relevant Party and then only in the manner prescribed.

23. COMPLIANCE

23.1. The Landlord warrants that it complies with all laws and regulations applicable to it, with its legal obligations pertaining to its business in general and to its obligations contained in this Agreement as well as with all applicable requirements of any government department (whether national, provincial or local), other public authorities and regulating bodies (whether statutory or

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voluntary); and undertakes to continue to take all reasonable and necessary steps to ensure that such compliance is maintained.

23.2. Each of the Parties warrant to each other that as at the Effective Date it is in full compliance with, and throughout the term of this Agreement it shall remain in full compliance with all applicable laws relating to taxation in the Republic of South Africa.

24. MEASUREMENTS

24.1. The parties will meet as and when necessary to discuss the compliance of the Parties with the terms and conditions of this agreement.

24.2. The Tenant shall advise the Landlord of any matter (including but not limited to slow delivery and poor quality services) that may jeopardise compliance with the terms of this agreement.

24.3. Landlord undertakes to take such steps as may be necessary to resolve such issues.

25. CONTACT DETAILS

25.1. To facilitate regular and good communication, the Parties nominate the following contact persons:

COMPANY NAME POSITION CONTACT DETAILS

PPECBLANDLORD

26. GENERAL

26.1. The parties agree that this Agreement embodies the entire agreement between them and confirm that:

26.1.1. this Agreement contains all the express provisions agreed on by the parties with regard to the subject matter of the Agreement and the parties waive the right to rely on any alleged express provision not contained in this Agreement;

26.1.2. no party to this Agreement may rely on any representation which allegedly induced that party to enter this Agreement;

26.1.3. none of the terms and conditions of this Agreement are capable of being waived, amended, added to or deleted unless such waiver, amendment addition or deletion is reduced to writing and is signed by the parties hereto;

26.1.4. no indulgence granted by a party shall constitute a waiver or abandonment of any of that party’s rights under this Agreement and accordingly that party shall not be precluded, as a consequence of having granted that indulgence, from exercising any rights against the other party which may have arisen in the past or which may arise in the future.

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26.2. The Landlord shall not cede, assign, abandon or transfer any of its rights and/or obligations in terms of this Agreement (whether in part or in whole) or delegate any of its obligations in terms of this Agreement, without the prior written consent of the Tenant.

26.3. The parties undertake to do all such things, perform all such actions and to take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and/or import of this Agreement.

26.4. The parties shall at all times exhibit the utmost good faith to each other.

26.5. The Parties warrant that they have read and understood the terms and conditions of this Agreement.

26.6. The representatives of the Parties warrant that they are duly authorised to sign this Agreement on behalf of the Parties.

26.7. The setting aside or suspension of any provision contained in this Agreement shall not render the Agreement void but instead the provision shall be severed from this Agreement or altered by a court of competent jurisdiction (if it is reasonable to do so having regard to the Agreement as a whole).

26.8.

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REPRESENTING THE LANDLORD

SIGNED AT ______________________________________________ on this day _______________

of ________________________________2019.

AS WITNESS:

.................................................

................................................. ..........................................................LANDLORD

REPRESENTING THE TENANT

SIGNED AT ______________________________________________ on this day _______________

of ________________________________2019.

AS WITNESS:

.................................................

................................................. ..........................................................TENANT

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