CONTRACT AGREEMENT FOR STRUCTURAL

REHABILITATION WORKS OF STANBIC SIYAKHA

WAREHOUSE COMPLEX

BETWEEN

STANBIC BANK ZIMBABWE LIMITED

(CLIENT)

AND

LIFETIME CONSTRUCTION (PVT) LTD

(CONTRACTOR)

DATED: ……………………….
Structural Rehabilitation of Siyakha Warehouse Complex

Structural rehabilitation works of Siyakha Warehouse Complex Agreement is made

this ________ day of …………….

BETWEEN

Stanbic Bank Zimbabwe Limited situated at 59 Samora Machel Avenue, Harare

AND

Lifetime Construction (Pvt) Ltd (“Contractor”) a construction company incorporated

under the Laws of Zimbabwe with its Head Office situated at 22 Auld Crescent, South
Eastlea, Harare, Zimbabwe.

WHEREAS:

Client wishes to engage the Contractor to carry out the rehabilitation works on
the warehouse cluster in accordance with agreed specifications, designs, and
procedures.

NOW THEREFORE IN CONSIDERATION OF THE ABOVE PARTIES

AGREE AS FOLLOWS:

ARTICLE 1: DEFINITIONS

1.1 In this Agreement the following terms and expressions shall, except where the
context otherwise requires, have the following meanings:-

“BOQ” means the bill of quantities contained in Annex 1

of the Agreement

“Business Day” means a day which is not a Saturday, Sunday or

public holiday in Zimbabwe.

"Contractor’s Goods" means any and/or all kinds of equipment,

machinery, tools, and temporary facilities that
are necessary for the execution of the Work and
owned by Contractor;

"Contractor’s Personnel" means the person or persons for the time being or
from time to time duly appointed by the
Contractor to act for the purpose of the Contract;

2|Page
"Equipment" means the physical hardware and their
corresponding software to be provided by
Contractor under the Agreement as required for
the satisfactory implementation of the Work or
as specifically provided for in the Agreement;

"Materials" means the physical construction materials to be

provided by the Contractor under the Agreement
as required for the satisfactory implementation of
Work or as specifically provided for in the
Agreement;

"Final Handover" means the handover of the Site after the

successful completion of the Final Acceptance
Test and according to the procedures as in
Article 22 of this Agreement.

“Force Majeure” means any circumstances not foreseeable at the

date of this Agreement and not within the
reasonable control of the Parties and which could
not have been prevented by a diligent person,
including, without limitation, strikes, lockouts,
civil commotion, riot, invasion, war, threat of or
preparation for war, government action, fire,
explosion, storm, flood, earthquake, epidemic or
other natural physical disaster which has a
material effect on the ability of either Party to
perform its obligation under the Agreement.

“Guarantee Period” shall have the meaning and duration determined

in Article 22 of this Agreement.

"Construction and Testing

Equipment" means such tools, jigs, fixtures, hardware and
software packages or measuring instruments as
are required on the Site for the satisfactory
construction and testing of the steel and concrete
works otherwise than for incorporation therein;

“Kick-off Meeting” means a joint meeting between the Contractor

and Client or its representatives to launch the
start of Work.

3|Page
“Parties” means Client and the Contractor and “Party”
shall mean any one of them.

“Permits” means all licenses, permits, certificates, consents

and authorizations which are or may be required
under the terms of this Agreement or which are
necessary to perform the Work.

“Price” means at any given moment, the total price

which was agreed by the Parties pursuant to the
terms of this Agreement.

“Site(s)” means the place or places where Work is to be

performed by the Contractor.

“Site Instruction” means a written instruction issued by Client or its

representative to the Contractor to perform a
change or additional Work to be agreed by the
parties.

“Site Survey” means a joint survey between the Contractor and

Client or its representative conducted on the Site
to determine requirements for the Work.

“Site Survey Sheet” means a document completed by the Contractor

according to Specifications during the joint Site
Survey.

“Variation Order” means a written order issued by Client or its

representative to the Contractor for Work
identified by a Site Instruction

“Work” means all the work required to be done under the

Agreement, including but are not limited to
warranty period maintenance, repair and
replacement and other services as provided in the
BOQ and Scope of Works.

Form of Contract Reference should be made to the Zimbabwe

General Conditions of Contract (ZGCC4) for any
other items not addressed in contract.

1.2 Any reference in this Agreement to Articles and Annexes are to articles and
annexes to this Agreement. The Annexes form part of this Agreement and

4|Page
 shall have the same force and effect as if set out in the body of this
Agreement. Specifications referred to in this agreement but not annexed will
have the same force and effect as if set out in the body of this Agreement.

1.3 Article headings are inserted for convenience and ease of reference only and
shall not affect the interpretation hereof.

1.4 All words denoting the singular include the plural and vice versa.

1.5 Words denoting natural persons shall include corporations and vice versa.

1.6 References to any law shall be deemed to include references thereto as the
same may be varied or replaced from time to time or, as appropriate, as
extended, re-enacted or amended.

1.7 References in this Agreement to any agreement (including, without limitation

to the generality of the foregoing, this Agreement) or other document or
instrument shall be deemed to include references thereto as the same may be
varied, amended, novated or replaced (as permitted by this Agreement) from
time to time and to all agreements, documents and instruments stated to be
supplemental thereto.

ARTICLE 2: THE PREAMBLE

The Preamble to the Agreement constitutes an integral part of this Agreement as if the
same was set out in the body of this Agreement.

ARTICLE 3: COMMENCEMENT AND DURATION

This Agreement shall enter into force on the date of signature by the party who
signs this Agreement last and shall be effective for a period of up to the end of
the Warranty period unless earlier terminated. This contract can be extended
by mutual agreement between the Parties. All works shall be completed within
a period of 6 months.

ARTICLE 4: ENGAGEMENT

4. Client hereby engages Lifetime Construction (Pvt) Ltd to carry out the building
rehabilitation works to warehouses and office blocks housed in the Siyakha
Complex and the Contractor agrees to provide the Services in accordance with
the terms and conditions of this Agreement.

5|Page
ARTICLE 5: SCOPE OF THE AGREEMENT

The Parties agree that the Contractor shall provide the following services:
5.1 Replacement of corroded gutters and corrugated iron roof sheets with 0.58mm
chromadeck sheets.

5.2 Remedial works on sections of damaged concrete and brickwork in accordance

with the terms and conditions of this Agreement.

5.3 Carry out the works in accordance with the specifications on BOQ and
Services attached hereto as Annexure 1 (herein also referred to as Technical
specifications) as read with the contractor’s proposal hereto attached as
Annexure 2.

5.4 The Contractor represents and warrants to Client that it has the ability and
shall be able to do carry out the works and provide the services as per agreed
specifications.

ARTICLE 6: SERVICES UNDER THE CONTRACT

The Contractor shall supply all materials necessary and also provide all and
associated services for the works accordance with Annexure 1 as read with
Annexure 2.

ARTICLE 7: TECHINICAL SPECIFICATION

Parties agree that the Materials, Equipment and Work supplied under this
Agreement shall conform to the standards mentioned in the Technical
Specifications, and when no applicable standard is mentioned, to industry best
practice. The specifications are attached hereto as Annexure 1 as read with
Annexure 2.

ARTICLE 8: CONTRACTOR’S OBLIGATIONS

The Contractor shall have the following obligations:

8.1 The Contractor shall at all times strictly comply with all the standards,
designs, architect’s or engineer’s plans, Technical Specifications and time
schedules and any other document agreed between the Parties.

8.2 In performing the Works, the Contractor shall use all reasonable care and skill
to perform the Work in accordance with such Technical Specifications as

6|Page
 agreed with Client or its representative. The Work shall be performed to the
satisfaction of Client or its representative and the Contractor shall fully
observe any directions or instructions as Client or its representative may give
according to agreed Specifications.

8.3 The Contractor shall provide all labour and shall be responsible for the
supervision thereof. The Contractor shall ensure;

8.3.1 that all its employees or sub-contractors from time to time working on
the Site are properly trained in all relevant health and safety
requirements for their safety and that of others;

8.3.2 that all its employees or sub-contractors are issued with all equipment
for their personal safety as required by law or regulations or best
practice; and

8.3.3 that all Contractor’s Goods brought by any such employee or sub-
contractor onto the Site complies with all health and safety
requirements and will not be a danger to others.

8.4 The Contractor shall provide the Contractor’s goods required for the execution
of the Work. All such Contractor’s Goods shall always be properly and
adequately maintained by the Contractor.

8.5 The Contractor shall at regular intervals or at the Engineer’s instructions clear
and remove from the Site all debris and unwanted materials.

8.6 The Contractor shall also supply all Materials that are necessary or are
required to perform the Work. All such materials shall be new and free from
any defect and shall meet the Technical Specifications and or the standards
required for the proper performance of the Work. The Contractor shall provide
Client or its representative with proper and adequate records as well as any
other documentation that may be required in order to ascertain the quality and
quantity of the materials used. The Contractor shall immediately remove and
replace any materials that are rejected by Client or its representative or which
Client or its representative deems, at its absolute discretion, as inferior, unfit or
undesirable to be used for the Work.

8.7 The Contractor shall, subject to the provisions of this Agreement correct any
kind of defects and/or faults in the Work and provide specialist advice and
assistance to enable tests to be carried out by Client.

8.8 The Contractor shall be responsible to promptly obtain all the Permits or
licenses that are or will be required, or are or will be necessary for the

7|Page
 performance of the Work. Site access permits will be provided by Client as
necessary.

8.9 The Contractor shall at all times strictly observe and comply with any
applicable law or regulation and shall comply with the conditions or terms
imposed by any governmental, municipal or other authority or body. Without
prejudice to the generality hereof the Contractor shall at all times comply with
all safety and health requirements imposed by any law, regulation, or directive
as well as all other obligations imposed by common law relating to health and
safety; in particular the Contractor shall comply with all the requirements of
the Environmental Management Act of Zimbabwe (Chapter 20.27) impacting
the Works.

8.10 The Contractor shall at all times indemnify Client and hold Client harmless
against all actions, suits, claims, demands, fines, penalties, costs, charges,
expenses, loss, damages and liabilities for which Client may be liable or may
become liable due to the Contractor’s (including the Contractor’s agents,
employees, officers, assignees or sub-contractors) acts, defaults, neglects,
breach, omissions or negligence or due to the use of any equipment, plant,
machinery, materials by the Contractor (including the Contractor’s agents,
employees, officers, assignees or sub-contractors) or due to workmanship.

8.11 The Contractor shall not cause any nuisance at the site and if any nuisance is
unavoidably caused it will be immediately abated by the Contractor.

8.12 The Contractor shall at all times allow and provide access to the Site to all
persons authorized by Client or its representative as well as access to such
other places as the Contractor shall keep or store any machinery, equipment,
materials, supplies that are, may or will be used for or in connection with the
Work.

8.13 The Contractor shall, at his own expense, take out and maintain at all times
insurance against all loss or damage from whatever cause arising, in order at
all times to indemnify and hold Client harmless from any loss, damage,
liability, cost, fine, or other compensation of any kind that Client may or shall
become liable to incur, suffer, pay or become legally liable to pay due to the
acts, omissions, defaults, neglects or breaches of the Contractor (including his
employees, agents, assignees, officers, sub-contractors or any other person
directly or indirectly related to him).

8.14 The Contractor shall not engage, contract or employ formally or informally
any of the Client’s permanent, temporary or contracted staff for the duration of
this Agreement.

8|Page
8.15 The Contractor shall be responsible for the delivery of all Material and
Equipment to the site.

8.16 The Contractor and Client or any person nominated by Client as its agent shall
carry out regular site inspections and produce a detailed site folder containing
as-built documentation, inspection reports, snag lists, test certificates and
certificates of completion as required by Client.

ARTICLE 9: PROVISION OF FACILITIES AND SERVICES BY STANBIC

BANK ZIMBABWE LIMITED

9.1 Client shall assist in obtaining authorizations as may be required to enable

personnel employed or temporarily engaged by the Contractor to perform the
Work under this Agreement. The Contractor shall ensure that all personnel in
his employ, apart from having the relevant skills, are of good standing and
have not committed any criminal offence, pending or current in any
jurisdiction. The Contractor shall also ensure that such personnel abide by the
laws of Zimbabwe at all times and observe all such internal guidelines as may
be issued by Client or its representative from time to time.

9.2 Client shall provide the Contractor with all relevant data which may be
requested by the Contractor and/or is stipulated in the Agreement and shall
ensure that all such data is accurate. Client or its representative shall issue to
the Contractor all necessary drawings, maps, permit copies and plans that are
required for the Work to commence.

ARTICLE 10: ACCESS TO SITE

Client shall not, during the term of this Agreement, hinder the execution or
performance of any obligation of the Contractor by preventing the Contractor,
without just cause, from having full access to the Site.

ARTICLE 11: DEPARTURE FROM TECHNICAL SPECIFICATIONS

11.1 No departure from Technical Specification shall be made. The Contractor,

however, may propose in writing a departure from Technical Specifications
only when the Contractor considers it necessary with respect to procedural
requirements for satisfying the performance requirements of the Technical
Specifications. Any such proposed changes, which shall be accompanied by a
full justification, may only be implemented with the full consent of Client ‘s
representative which consent shall be evidenced by signature of an authorized
representative of the Client.

9|Page
11.2 Any increases or decreases in the contract price or reductions or extensions of
the contract period (if any) arising from any such proposed changes shall be
agreed in advance with Client’s representative and such agreement will be
evidenced by a signature from an authorized representative of the Client.

ARTICLE 12: SUPERVISION AND CONSTRUCTION PROCEDURE

12.1 The Contractor shall supervise and direct Work in the best interest of Client,
exercising due care, the best skill and attention. The Contractor shall be
responsible for all construction methods, techniques, sequences and procedure
and for co-ordination of all portions of the Work under the Agreement.
12.2 Client through its representative shall conduct stage inspections which upon
successful completion shall also form the basis for stage payments.

ARTICLE 13: PRICES

13.1 The Price for the Work to be performed under this agreement shall be the
equivalent of US$ 773 108.71 (United States Dollars Seven Hundred and
Seventy Three Thousand, One Hundred and Eight and Seventy One
Cents) inclusive of 14.5% VAT and 10% contingencies.

13.2 The Prices contained in the quotation indicate details of the Work to be done,
Equipment and Materials and all costs or charges in relation to overhead
expenses, provision of material and equipment, sub-contractors cost (where
applicable), co-ordination and control costs, as well as any other taxes, duties
applicable to the performance of the Work.

13.3 The Currency of the Contract shall be in United States Dollars, payable in
RTGS Dollars at the prevailing bank rate on the date of payment.

13.4 No additional work shall commence until approved by Client or its

representative by the issue of a Variation Order in respect of the additional
work. The Quotation for the Variation Order shall be submitted by the
Contractor to Client for approval and Client will issue individual Variation
Orders accordingly. Invoicing and payment of Variation Orders are subjected
to the same terms and conditions as set out below in Article 14.

ARTICLE 14: INVOICES AND PAYMENT

14.1 Payment for works and services under this agreement shall be as follows;

10 | P a g e
 14.1.1 To avoid advance payment bond Client to pay direct to Suppliers and
Contractor (Lifetime Construction) to provide material proforma
invoices.

14.1.2 The remainder of the contract price shall be paid as progressive

payment as claimed by contractor and certified by the Client’s
representative.

14.1.3 Payments to be made within 30 days from the date of certification of

the claimed amount.

14.2 All payments shall be made into the Contractor’s bank account details of
which are as follows;

Account Name: Lifetime Construction (Pvt) Ltd

Account Number:
Bank:
Branch:

ARTICLE 15: TIME OF COMPLETION

15.1 Parties agree that all works and services under this contract shall be completed
within a period of up to 6 (six) months after Parties have signed this
agreement. The non-completion of the Work within agreed timeframes is of
essence breach of which constitutes a material breach for which Client may
terminate the Agreement.

15.2 If the execution of the Work shall be delayed by reason of any act or default of
Client or by Force Majeure the Contractor shall be allowed such extension of
time as is reasonable.

ARTICLE 16: SUSPENSION OF WORKS

16.1 If Contractor suspend works, fails to proceed with the works with reasonable
diligence and neglects to carry out instructions of the Engineer in accordance
with this contract, Client shall have the right to suspend the progress of the Work
or any part thereof for such time and for whatever reason and in such manner as
Client at its absolute discretion may consider necessary by giving fourteen (14)
days’ notice (except in cases of emergency when may be effective immediately)
to the Contractor.

16.2 In case of any delay due to suspension of the Work by Client, or due to any
delay caused by Client or its representative, the Contractor shall be entitled to a

11 | P a g e
 reasonable extension of time for completion but shall not be entitled to any
additional cost or Price revision.

ARTICLE 17: LIQUIDATED DAMAGES

17.1 If completion of works is delayed, and such delay is solely the fault of the
Contractor, the Contractor shall, upon receipt of Client or its representative
written notification of such delay, pay to Client liquidated damages amounting
to the sum of Zero point Zero three percent (0.03%) of the contract price for
the Site concerned which gives rise to the claim calculated on a daily basis. In
any event, the aggregate sum of liquidated damages for such delay shall not
exceed two per cent (2%) of the total cost of the delayed Completed Works or
any part thereof or Services, respectively.
17.2 The payment of liquidated damages shall not relieve the Contractor from
performing its obligations arising out of this Agreement.

ARTICLE 18: LIMITATION OF LIABILITY

18.1 Neither party shall be liable to the other for punitive, special, incidental or
consequential damages, loss of profits, loss of data or any other indirect
damages as a result of breach of this Agreement, save where such damages
arise as a result of the gross negligence and willful default of the other party.

18.2 In no event will either Parties’ liability in connection with the Work, or this
Agreement exceed amounts paid to the Contractor by Client, save where it is
shown that the other Party was grossly negligent.

ARTICLE 19: FINAL HANDOVER

19.1 The “Final Handover” of the Site shall be achieved by the Contractor when
Certificate of Completion is issued by Client’s representative in accordance to
the Technical Specifications.

19.2 The Contractor shall only request for Final Handover after the Engineer has
certified that the works have been completed according to this agreement and
the Technical Specifications.

ARTICLE 20: INSPECTION AND ACCEPTANCE

20.1 Parties agree that Client or its representative shall conduct inspection of all
works of the Contractor at different stages.

20.2 Parties also agree that the Certificate of Completion shall be issued after the
completion of the works by the Contractor. Final payment shall only be done
by client within 14 days after the issuance of the Certificate of Completion
12 | P a g e
20.4 Parties shall carry out the Final Inspection in accordance with the Technical
Specifications and Annexure 2 when all the Work has been completed.

20.5 The Final Inspection shall satisfy all the requirements stated in the Technical
Specifications and Annexure 2. If the Site fails to meet the requirements in
the Technical Specifications and Annexure 2, due to the fault of the Contractor,
the Contractor shall redo the works or rectify or replace such Equipment,
components, Materials or system so as to conform to the Technical
Specifications and Annexure 2. Such rectification and replacement shall be
made as quickly as practicable after determination of the cause, at the expense
of the Contractor. All instruments, equipment and consumable items necessary
for the test and inspection shall be prepared by the Contractor assisted by
Client. No payments shall be done to the Contractor for any work that fails to meet
the agreed specifications until the Contractor has redone the works to the Client or
its representative’s satisfaction.

20.6 The Contractor shall give the Engineer three (3) days prior written notice of
the date after which the Contractor shall ensure that the Works are ready for final
inspection. Unless otherwise agreed upon, the inspection shall take place
within three (3) days from the said date, and Engineer shall notify the Contractor in
writing of such day or days. If Engineer does not inspect the works within the
said time, the Contractor shall deem Engineer to have accepted the works and
shall have the right to ask Engineer to issue a Completion Certificate within
the time specified in Clause 20.2 hereof.

20.7 In the event that the completed or individual elements of the works fail to
satisfy the requirements specified in the Technical Specifications and Annexure 2,
the Contractor shall correct the failures within 7 days or agreed timeframes and
the Final Inspection shall be repeated until Engineer is satisfied that the failure has
been corrected and issues the Completion Certificate.

20.8 Engineer shall issue the Certificate of Completion to the Contractor within
three (3) days after successful completion of the Final Inspection.

20.9 In case that Engineer has not issued the Certificate of Completion to the
Contractor within the mentioned period without a reasonable written failure
statement, the Completion Certificate shall be deemed as having been issued
automatically.

ARTICLE 21: SITE COMMERCIAL SERVICES

Prior to the issue of Certificate of Completion , Client may, at his discretion

and at his sole responsibility, use the Site for commercial services.

13 | P a g e
Notwithstanding the use of the Site, such use thereof shall not be considered by
the Contractor as Completion having automatically been achieved.

ARTICLE 22: GUARANTEE PERIOD

22.1 The Guarantee Period for the works shall commence on the date of issuance of
Acceptance and shall be for a period of twelve months.

22.2 When a defect is found within the Guarantee Period, Engineer shall send a
notice to the Contractor requesting the remedy of the defect and setting out the
period within which the Contractor should remedy the defect. The Contractor
shall remedy the defect at no cost to the Client

ARTICLE 23: TRANSFER OF TITLE AND RISK

Risk of loss or damage to the Site shall pass to Client upon issuance of
Certificate of Completion. Notwithstanding anything to the contrary, title to
Materials and Equipment supplied by the Contractor shall pass to Client free
and clear of all liens, claims, charges upon handover.

ARTICLE 24: FORCE MAJEURE

24.1 If either party is prevented or delayed in performing any of its obligations

under this Agreement due to Force Majeure, it shall notify the other Party.

24.2 Notwithstanding that the Contractor may have been granted time to complete
the work, Client may, by notice to the Contractor, terminate the Agreement
without any compensation except payment for Work already performed and
approved by the Engineer and Materials and Equipment already ordered for
the Work. All Materials or Equipment ordered shall become the property of
the Client.

ARTICLE 25: ASSIGNMENT AND SUB-CONTRACTING

25.1 The Contractor shall not assign, or sub-contract Work other than to any of the
Contractor’s subsidiaries, subject to written notification to the Engineer.
Notwithstanding the assignment of certain portion(s) of Work to sub-
contractors, the Contractor shall not be relieved from any of its obligations
under this Agreement and shall at all times remain jointly and severally liable
to Client with the chosen sub-contractor under this Agreement.

25.2 The Contractor shall ensure that any sub-contract under which part of the
Work may be performed shall be in accordance with the terms of the present

14 | P a g e
 Agreement, which will enable the Contractor to fully comply with its
obligations under the Agreement. Except as expressly provided in this
Agreement, no contractual relationship whatsoever shall be created between
any sub-contractor and Client.

25.3 The Contractor shall be responsible for all the acts, defaults, neglects or
omissions of any sub-contractor, his agents, and employees as fully as if they
were the acts defaults, neglects or omissions of the Contractor.

25.4 The Contractor shall have a duty to terminate any assignment or sub-contract
if, at any moment, Client or its representative is not satisfied with such
assigned or subcontracted part of Work and gives notice of this to Contractor.
The Contractor shall immediately resume this part of Work upon notice from
Client or its representative.

25.5 The Contractor shall not, without the prior written consent of Client or its
representative, assign or transfer the Agreement or the benefits or obligations
or any part thereof to any other person. Such consent shall not be unreasonably
withheld.

ARTICLE 26: BREACH & TERMINATION

26.1 Client or its representative, may by giving five (5) days written notice to the
Contractor, terminate the Agreement in whole or in part at any time prior to
completion of the Work and without cause. In such a case Client shall pay the
Contractor any invoices that are pending and shall also pay to Contractor such
amount as shall be due in respect of executed Work or delivered Materials and
Equipment.

26.2 If the Contractor or any of its sub-contractors is in breach of any of the terms,
conditions or provisions of this Agreement or any Purchase Order or if the
Contractor fails to follow any reasonable instructions given by Client or its
representative, then in the event that Client or its representative considers (at
its absolute discretion) such breach as incapable of remedy it shall have the
right to terminate the Agreement by giving to the Contractor two (2) days’
notice of termination. If however Client or its representative considers that the
breach is capable of a remedy, it shall give notice to the Contractor specifying
the breach and the remedy required and if the Contractor fails in the period
stated in such notice to remedy the breach or if the Contractor fails to comply
fully with the notice Client or its representative shall have the right to
terminate the Agreement without further notice.

15 | P a g e
26.3 Subject to the provisions of articles 20 and 26 herein Client may terminate the
Agreement in the event that the Contractor fails to complete any works 10
days after the due date.

ARTICLE 27: RELATIONSHIP OF THE PARTIES

It is understood by the parties that the Contractor is an independent contractor

with respect to Client, and not an employee of the Client. As such, Client
shall not be liable to the Contractor for the payment of fringe benefits,
including liability, workman’s compensation, health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of the Contractor
and/or its employees. For the avoidance of all doubt, it shall be the sole
responsibility of the Contractor to provide all relevant insurance in respect of
its employees in the performance of its obligation under this Agreement.

ARTICLE 28: CONFIDENTIALITY

The Contractor warrants, represents and agrees that any information that is
disclosed for the purposes of this Agreement including any technical or other
data shall be treated as being strictly private and confidential and the
Contractor shall take all precautions and procure to maintain its status as such.
The Contractor further agrees not to disclose or otherwise make available to
any third party any of the information, other than to its officers employees or
professional advisers to whom disclosure is required for the purposes of this
Agreement or the Work, provided that any such disclosure shall be made on
the basis that such officers, employees or professional advisers are made aware
of and accept the provisions of this undertaking.

ARTICLE 29: LAW AND JURISDICTION

This Agreement shall be governed and construed in accordance with the laws
of Zimbabwe.

ARTICLE 30: MISCELLANEOUS

This Agreement contains the entire agreement between the Parties and
supersedes all oral and written agreements, representations and or warranties,
whether express or implied, made by either Party to the other, or made by any
other party purporting to act on behalf of either Party.

30.1 No variation of this Agreement shall be valid unless it is in writing and signed
by or on behalf of each of the Parties.

16 | P a g e
30.2 No waiver by any of the Parties of any of the requirements hereof or of any of
its rights hereunder shall have effect unless given in writing and, if given by a
company, certified as a resolution of the directors of that company.

30.3 This Agreement shall be binding upon and ensure for the benefit of the
respective executors, administrators, heirs, and successors and permitted
assigns of the Parties.

30.4 This Agreement may be executed in any number of counterparts and by each
Party on separate counterparts, each of which when executed and delivered
shall constitute an original but all the counterparts together shall constitute one
and the same instrument.

30.5 The Parties hereby agree that this Agreement may at any time be amended by
means of an Addendum in order to accommodate any specific requirements of
financiers. Such an Addendum shall always be made in writing and signed by
or on behalf of both of the parties.

ARTICLE 31: DISPUTE RESOLUTION

31.1 If any dispute arises between the parties in connection with this agreement or
its subject matter and which cannot be resolved amicably by the parties, the
parties and their legal representatives will promptly meet to consider whether
there is a possibility of resolution by mediation.

31.2 In the event that the parties fail to reach agreement within a period of 10 (ten)
days, the parties shall agree within the 2 (two) days following the expiry of the
said period of 10 (ten) days on whether or not the dispute should be referred to
arbitration.

31.3 If within the aforesaid period of 2 (two) days, a written agreement has been
concluded to refer the dispute to arbitration, such dispute shall be determined
by an arbitrator appointed by the parties, provided that if no written agreement
to refer the dispute to arbitration is concluded within the aforesaid 2 (two)
days, then either party shall approach the Commercial Arbitration Centre in
Harare for the appointment of the arbitrator.

31.4 Notwithstanding anything to the contrary contained in this clause neither party
shall be precluded from obtaining interim relief from a court of competent
jurisdiction pending the decision of an arbitrator appointed in terms of this
clause.

17 | P a g e
31.5 The arbitration shall be held in Zimbabwe, Harare in terms of the Arbitration
Act of Zimbabwe at the time of the dispute, it being the intention of the parties
that the arbitration shall be held and completed as soon as possible.

31.6 The decision of the arbitrator shall be final and binding on the parties and may
be made an order of the court at the instance of either of the parties.

ARTICLE 32: NOTICES AND ADDRESSES FOR SERVICE

32.1 Any notice or direction required or permitted to be given by or under this

Agreement may be given by delivering or sending by registered post or by fax
transmission or email the same to the Parties, as the case may be, at their
respective address or fax number or email address or to such other address as
the Party concerned may have notified to the other in writing for that purpose
and any such notice shall be deemed to be served, in the case of personal
service, at the time of delivery to the Party concerned and in the case of
posting fourteen days after the time at which it is put in the post (and in
proving such service it shall be sufficient to prove that the notice was properly
addressed and posted) or in the case of fax transmission and email at the time
of transmission (provided such notice is also sent to the addressee by
registered post).

32.2 Notices shall be deemed delivered, if delivered by fax or email. A party may
change its address and contact details. In such case the other party must be
notified accordingly within seven (7) days of the change.

32.3 Any written notices in connection with this agreement shall be addressed to:

ARTICLE 33: Insurances

33.1 .The Contractor shall in the joint names of Client and the Contractor
insure and keep insured against any loss and damage by fire, vandalism or
theft, for the full value thereof all work executed, including Subcontractors'
work, and materials and goods upon the site, including any unfixed
materials for the value of US$10,000,  until the works are delivered up;
such insurances shall be with a company or companies registered in
Zimbabwe and approved by client, and the Contractor shall deposit with the
Engineer the policies and premium receipts; should the Contractor make
default, Client may insure and deduct the premiums paid from any moneys
due or to become due to the Contractor.

33.2 . The Contractor shall upon settlement of any claim under the policies
aforesaid proceed with due diligence to rebuild or repair the Works and
replace or repair the materials destroyed or injured. All moneys received
under such policies are to be paid to the Contractor by installments under
certificates of the Engineer, and the Contractor shall not be entitled to any
payment in respect of the rebuilding or repair of the Works or the

18 | P a g e
 replacement or repair of the materials destroyed or injured other than the
moneys received under the said policies.

Client Contractor
Contact Person: Mr S. Phiri Contact Person: Mr C. Nyamweda
Email: Email:
[email protected] [email protected]

In Witness whereof the parties have signed by or for and on behalf of the parties in
Harare on the date and year first above written.

Signed on behalf of Client Signed on behalf of Contractor

Signature: _________________________ Signature: _______________________

Name: Name:
Title: Title:
Date: Date:

In the Presence of:

Signature: _________________________ Signature: _______________________

Name: Name:
Title: Title:

19 | P a g e
Annexure 1 –Bills of Quantities (BOQ)

20 | P a g e
Annexure 2 –Technical Specifications

21 | P a g e
Annexure 3 – Programme of Works

22 | P a g e
Annexure 4 – Performance Bond

23 | P a g e
Annexure 5 – Retention Bonds

24 | P a g e
Annexure 6– Lifetime Construction Company
Documents

25 | P a g e