ara HAND-TO-HAND COURIeRS"AGREEMENTbetweenRAM TRANSPORT (SOUTH AFRICA) (PROPRIETARY) LlMn"ED and MIKESHRAGA
Y:RAM GroupRCMTermin.tion2011-06-13 P age IiAgreement - Sig.docx15 June 2011 fJ TABLE OF CONTENTS1 INTERPRETATION ...........
Y:RAM GroupIRCMlTenninationI2011-06-13Agreement - Sig,docx15 June 2011DAGREEMENTbetweenRAM TRANSPORT (SOUTH AFRICA) (PROPR...
DPage 121.1.81.1.91.1.101.1.111.1.121.1.131.1.141.1.151.1.161.1.171.1.181.1.191.1.201.1.21"Kuepper""Labour Court""LRA""NBC...
fJPage 131.1.22 "Termination Date" Notwithstanding the Signature Date, Thursday, 30 June 2011.1.2 General InterpretationIn...
a 	 Page 141.2.12 	 no rule of construction shall be applied to the disadvantage of a Party to this Agreementbecause that ...
a 	 Page 154.2 	 In this regard, Shraga undertakes to use his best endeavours to procure that the hand-over of the project...
a 	 Page 165.3.1.2.2 	 directly or indirectly use any of the name "RAM Card" or any name/s or marks whichis/are similar to...
a 	 Page 177.2.2 	 to vary its postal domicilium to any other postal address; and7.2.3 	 to vary its telefax domicilium to...
-------a 	 Page 188.2 AmendmentsNo addition to, variation, or consensual cancellation of this Agreement shall be of any fo...
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2011 06-15 signed termination agreement

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RTSA Contract Termination agreement and RCM (Pty) Ltd Shareholder agreement on the way forward.

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2011 06-15 signed termination agreement

  1. 1. ara HAND-TO-HAND COURIeRS"AGREEMENTbetweenRAM TRANSPORT (SOUTH AFRICA) (PROPRIETARY) LlMn"ED and MIKESHRAGA
  2. 2. Y:RAM GroupRCMTermin.tion2011-06-13 P age IiAgreement - Sig.docx15 June 2011 fJ TABLE OF CONTENTS1 INTERPRETATION ...............................................................................................................................................1 1.1 DEFINITIONS ..........................................................................................................................................................1 1.2 GENERAL INTERPRETATION .......................................................................................................................................3 1.3 HEADINGS AND SUB-HEADINGS .................................................................................................................................4 2 INTRODUCTION..................................................................................................................................................4 3 TERMINATION OF CONSULTANT AGREEMENT ...................................................................................................4 4 HANDOVER ........................................................................................................................................................4 5 RAM CARD MANAGER .......................................................................................................................................5 5.1 SHARES & SOFTWARE ..............................................................................................................................................5 5.2 RCM CONTINUITY ..................................................................................................................................................5 5.3 CHANGE AND USE OF TRADEMARK AND I OR NAME .................................................................................................... 5 6 CONFIDENTIALITY ..............................................................................................................................................6 7 DOMICILIUM AND NOTICES ...............................................................................................................................6 8 GENERAL ............................................................................................................................................................7 8.1 SOLE CONTRACT .....................................................................................................................................................7 8.2 AMENDMENTS .......................................................................................................................................................8 8.3 GOVERNING LAW....................................................................................................................................................8 8.4 WAIVER ................................................................................................................................................................8 9 COSTS ................................................................................................................................................................8
  3. 3. Y:RAM GroupIRCMlTenninationI2011-06-13Agreement - Sig,docx15 June 2011DAGREEMENTbetweenRAM TRANSPORT (SOUTH AFRICA) (PROPRIETARY) LIMITEDandMIKESHRAGA1 INTERPRETATION1.1 DefinitionsFor the purposes of this Agreement, unless the context requires otherwise­1.1.1 "Agreement"1.1.2 "Associate"1.1.3 "CCMA"1.1.4 "CNDA"1.1.5 "ConsultantAgreement"1.1.6 "CorporateOpportunity"1.1.7 "Encumbrance"this agreement together with any schedule or annexure asamended from time to time;any company, corporation or firm controlled in any manner bythe shareholders of RTSA;the Commission for Conciliation, Mediation and Arbitration;the Confidentiality and Non-Disclosure Agreement betweenRTSA, Kuepper and Shraga dated 28 July 2005, a copy of which isattached as Annexure 1;the partially written, partially oral Consultant Agreementbetween RTSA and Shraga, as amended from time to time, interms of which Shraga was appointed as a Consultant by RTSAto­(i) to manage the RAM Card Division of RTSA;(ii) to manage RCM;(iii) provide certain Information Technology Consultancyservices to RTSA;any transaction, scheme, operation, arrangement, agreement,contract, venture or undertaking which utilises the RCM-IPincluding any transaction in the finanCial, commerCial, industrialor mineral sector which has as one of its aims the pursuit of gain;any pledge, charge, hypothecation, lien, subordination,mortgage, right of retention or any other encumbrancewhatsoever or, in the case of shares, any form of hedging of orover those shares, or any lending of shares, and "Encumber","Encumbered" and "Encumbering" shall have correspondingmeanings;~
  4. 4. DPage 121.1.81.1.91.1.101.1.111.1.121.1.131.1.141.1.151.1.161.1.171.1.181.1.191.1.201.1.21"Kuepper""Labour Court""LRA""NBC""Parties""RAM Group""RCM""Relevant Authority""RTSA""Sale of SoftwareAgreement""Sell""Shraga""Signature Date""South Africa"Kuepper International (Proprietary) limited, RegistrationNumber 1998/004779/07 a private limited liability companyincorporated in accordance with the laws of South Africa;any Labour Court within South Africa which may have jurisdictionin terms of the LRA;the Labour Relations Act, 1995;The National Bargaining Council for the Road Freight andLogistics Industry;RTSA and Shraga;RTSA and each of the Subsidiary and/or Associate companies ofRTSA and its holding company from time to time;RAM Card Manager (Proprietary) Limited, Registration Number2000/020621/07, a private limited liability Companyincorporated in accordance with the laws of South Africa(previously RAM Haulage (Proprietary) Limited);any government or governmental, administrative, fiscal orjudicial authority, body, court, department, commisSion, bureau,tribunal, arbitrator, registry or any state-owned or controlledauthority or instrumentality of any of them which principallyperforms governmental functions which have force of law andwhich it would be an offence (or evoke an administrativepenalty) not to obey;RAM Transport (South Africa) (Proprietary) limited, RegistrationNumber 1997/009992/07 a private limited liability Companyincorporated in accordance with the laws of South Africa;The Sale of Software Agreement dated 2 May 2007 in termsKuepper sold, ceded, assigned and transferred to RCM all itsright, title and interest in and to the RCM-IP and the Rights witheffect from 1 April 2007;sell, transfer, make over, donate, exchange, dispose of,unbundle, distribute or otherwise alienate or, in the case ofshares or other equity instruments, enter into any option,derivative or other transaction, the effect of which is, will or maybe to result in any of the aforegoing, and "Sold" shall have acorresponding meaning;Mike Shraga, Identity Number 5707195218008;the date of signature of this Agreement by the last signing of itssignatories;the Republic of South Africa;~
  5. 5. fJPage 131.1.22 "Termination Date" Notwithstanding the Signature Date, Thursday, 30 June 2011.1.2 General InterpretationIn addition to the definitions in clause 1.1, unless the context requires otherwise­1.2.1 the singular shall include the plural and vice versa;1.2.2 a reference to anyone gender, whether masculine, feminine or neuter, includes the othertwo;1.2.3 any reference to a person, includes, without being limited to, any individual, body corporate,unincorporated association or other entity recognised under any law as having separate legalexistence or personality;1.2.4 any word or expression defined in and for the purposes of this Agreement shall if expressedin the singular include the plural and vice versa and a cognate word or expression shall have acorresponding meaning;1.2.5 words and expressions defined in the Companies Act which are not defined in thisAgreement, shall bear the same meanings in this Agreement as those ascribed to them in theCompanies Act;1.2.6 references to a statute or a statutory provision include any subordinate legislation madefrom time to time under that statute or provision and references to a statute or to astatutory provision include that statute or provision as from time to time modified, re­enacted or replaced as far as such modification, re-enactment or replacement applies, or iscapable of applying, to this Agreement or any transaction entered into in accordance withthis Agreement;1.2.7 references in this Agreement to "clauses", "sub-clauses", "Schedules" and "Annexures" are toclauses and sub-clauses of, schedules and annexures to, this Agreement;1.2.8 unless otherwise provided, any number of days prescribed shall be determined by excludingthe first and including the last day or, where the last day falls on a day that is not a BusinessDay, the next succeeding Business Day;1.2.9 any reference in this Agreement to this Agreement or any other Agreement, document orinstrument shall be construed as a reference to this Agreement or that other Agreement,document or instrument as amended, varied, novated or substituted from time to time;1.2.10 the use of the words "include", "includes", "including" or "inter alia" followed by specificexample/s in this Agreement shall not be construed as limiting the meaning of the generalwording preceding it and the eiusdem generis rule shall not be applied in the interpretationof such general wording or such specific example/s;1.2.11 any word or expression defined in any clause shall, unless the application of the word orexpression is specifically limited to the clause in question, bear the meaning ascribed to theword or expression throughout this Agreement; and~
  6. 6. a Page 141.2.12 no rule of construction shall be applied to the disadvantage of a Party to this Agreementbecause that Party was responsible for or participated in the preparation of this Agreementor any part of it.1.3 Headings and Sub-headingsAll the headings and sub-headings in this Agreement are for convenience only and are not to betaken into account for the purposes of interpreting it.2 INTRODUCTION2.1 It is recorded and agreed that Shraga was appointed as a Consultant by­2.1.1 RTSA to­2.1.1.1 rnanage the RAM Card Division of RTSA;2.1.1.2 provide certain Information Technology Consultancy services to RTSA;2.1.2 RCM to manage RCM;2.2 The relationship between the Parties has broken down and on 6 June 2011, Shraga tendered hisresignation.2.3 The Parties have now agreed to terminate their relationship on the terms and conditionscontained in this Agreement.3 TERMINATION OF CONSULTANT AGREEMENT3.1 The Parties agree that the Consultant Agreement shall be terminated with effect from theTermination Date. Accordingly all Consultant Services to the RAM Group, including services toRTSA and/or RCM, shall terminate on the Termination Date.3.2 Subject to the provisions of this agreement, RTSA agrees to pay to Shraga his final invoice No 91dated 2011/06/01 in an amount of R60,OOO (Sixty Thousand Rand) (tlFinal Payment").3.3 The Final Payment shall be ­3.3.1 paid within 7 (Seven) days of the Signature Date;3.3.2 in full and final settlement of all claims of whatsoever nature and howsoever arising whichShraga may have against the RAM Group, RTSA and/or RCM for any Consultant Fee, ServiceFee, Bonus, Notice Payor any other remuneration which may have or may become payableto Shraga in terms of the Consultant Agreement.4 HANDOVER4.1 Shraga undertakes to render all reasonable assistance to RTSA to enable RTSA to becomeeffectively acquainted with the projects which were assigned to Shraga in terms of hisConsultant Agreement.
  7. 7. a Page 154.2 In this regard, Shraga undertakes to use his best endeavours to procure that the hand-over of the projects is conducted efficiently and with as little disruption as possible. 5 RAM CARD MANAGER5.1 Shares & Software 5.1.1 Shraga owns 50% of the entire issued share capital in RCM. 5.1.2 RTSA owns 50% of the entire issued share capital in RCM. 5.2 RCM Continuity 5.2.1 RCM owns and shall continue to own the RCM-IP as defined in the Sale of Software Agreement. 5.2.2 Shraga will use his best endeavour to­5.2.2.1 secure Corporate Opportunities for RCM on an ad hoc basis; 5.2.2.2 procure a purchaser for and/or licensee of the RCM-IP. 5.2.3 Notwithstanding anything to the contrary herein contained, unless otherwise agreed in writing and signed by RTSA and Shraga (collectively "the RCM Shareholders") ­5.2.3.1 RTSA shall not be required or obliged to finance anyon-going business operations of RCM; 5.2.3.2 neither RCM nor RTSA shall be obliged to pay Shraga any salary, directors fees, consultant fee or other consideration or remuneration with effect from the Termination Date; 5.2.3.3 any decision to sell, encumber, license and/or otherwise deal with the shares in RCM or the RCM-IP shall require unanimous consent of the RCM Shareholders. 5.2.4 Notwithstanding anything to the contrary herein contained, unless otherwise agreed in writing and signed the RCM Shareholders, the Corporate Opportunities to be pursued by Shraga on behalf of RCM shall be limited to Corporate Opportunities directly related to the RCM-IP, without reference to RTSA or the RAM Groups business or assets. 5.3 Change And Use Of Trademark And I Or Name 5.3.1 Shraga undertakes and warrants that in order to protect the proprietary interest of RTSA and the RAM Group in the RAM name­5.3.1.1 he acknowledges that the names "RAM" and "Hand-to-Hand" are registered trade marks in favour of RTSA; 5.3.1.2 Shraga will not at any time, whether before or after the Signature Date in any jurisdiction ­5.3.1.2.1 trade in any business whatsoever under the names "RAM", "RAM Hand-to-Hand Couriers™" "RAM Card Manager" or any name/s which is/are similar to or competitive therewith.
  8. 8. a Page 165.3.1.2.2 directly or indirectly use any of the name "RAM Card" or any name/s or marks whichis/are similar to the name and marks.5.3.2 RTSA shall be entitled at any time after the Signature Date, to register a defensive/s name inrespect of the name "RAM Card" and Shraga undertakes to do all such things and sign allsuch documents as may be necessary in order to procure such registration.5.3.3 The Parties undertake, within 30 (THIRTY) days after the Termination Date, to do all suchthings and sign all such documents as may be necessary in order to change RCMs name to aname which does not include the names "RAM", "RAM Card" or any similar name.6 CONFIDENTIALITY6.1 It is recorded and agreed that the Parties entered into the CNDA on 28 July 2005, a copy ofwhich is attached as Annexure 1.6.2 Notwithstanding anything to the contrary herein contained or the termination of the ConsultantAgreement, the Parties acknowledge and agree that the provisions of the CNDA shall remain offull force and effect.7 DOMICILIUM AND NOTICES7.1 The Parties choose domicilium citandi et executandi ("domiciliumtl) for all purposes relating tothis Agreement, including the giving of any notice, the payment of any sum, the serving of anyprocess, as follows­7.1.1 RTSAPhysical 16 Wrench Road, !sando, 1600Postal Address POBox 506, !sando, 1600Telephone 011977 5000Telefax 0113925885EMail alan.dacosta@ram.co.zaMarked for the Attention of Alan Da Costa7.1.2 MSPhysical 28 Vaal Street, Brackendowns, AlbertonPostal 28 Vaal Street, Brackendowns, AlbertonTelephone 0118682676Telefax 0118682676EMail mike@winfreight.co.zaMarked for the Attention of Mike Shraga7.2 Either Party shall be entitled from time to time, by giving written notice to the other Party, tovary its­7.2.1 physical domicilium to any other physical address (not being a post office box or posterestante);
  9. 9. a Page 177.2.2 to vary its postal domicilium to any other postal address; and7.2.3 to vary its telefax domicilium to any other telefax number;7.2.4 to vary its email domicilium to any other email address.7.3 Any notice given or payment made by either Party to the other ("addressee") which is­7.3.1 delivered by hand between the hours of 09:00 and 17:00 on any business day to theaddressees physical domicilium for the time being shall be deemed to have been received bythe addressee at the time of delivery;7.3.2 posted by prepaid registered post to the addressees postal domicilium for the time beingshall be deemed (unless the contrary is proved by the addressee) to have been received bythe addressee on the fourteenth day after the date of posting.7.4 Any notice given by either Party to the other which is­7.4.1 successfully transmitted by telefax to the addressees telefax domicilium for the time beingshall be deemed (unless the contrary is proved by the addressee) to have been received bythe addressee on the business day immediately succeeding the date of successfultransmission thereof;7.4.2 successfully transmitted electronically, to the addressees email for the time being shall bedeemed (unless the contrary is proved by the addressee) to have been received on the firstbusiness day following the successful transmission thereof as evidenced by the electronicconfirmation of receipt.7.5 This Clause 7 shall not operate so as to invalidate the giving or receipt of any written noticewhich is actually received by the addressee other than by a method referred to in this Clause 7.7.6 Any notice in terms of or in connection with this Agreement shall be valid and effective only if inwriting and if received or deemed to be received by the addressee.8 GENERAL8.1 Sole Contract8.1.1 This Agreement together with the CNDA constitutes the sole record of the Agreementbetween the Parties.8.1.2 Neither Party shall be bound by any express or implied term, representation, warranty,promise or the like not recorded herein.8.1.3 This Agreement supersedes and replaces all prior Agreements, commitments, undertakingsor representations, whether oral or written, between the Parties in respect of the subjectmatter hereof.
  10. 10. -------a Page 188.2 AmendmentsNo addition to, variation, or consensual cancellation of this Agreement shall be of any force oreffect unless in writing and signed by or on behalf of the Parties.8.3 Governing LawThis Agreement shall in all respects (including its eXistence, validity, interpretation,implementation, termination and enforcement) be governed by the law of South Africa which isapplicable to Agreements executed and wholly performed within South Africa.8.4 Waiver8.4.1 No indulgence which either Party may grant to the other shall constitute a waiver of any ofthe rights of the grantor, who shall not thereby be precluded from exerCising any rightsagainst the grantee which may have arisen in the past or which might arise in the future.8.4.2 In respect of the dispute between the Parties and the termination of the consultancy, Shragaherby freely, unconditionally and irrevocably waives and abandons in its entirety any right toapproach any Relevant Authority including the NBC, the CCMA or the Labour Court or anyother Court for any relief against RTSA emanating from the termination of the ConsultantAgreement.9 COSTSEach Party shall bear and pay their own costs of and incidental to the drawing, negotiation andexecution of this Agreement.Signed at Johannesburg on 15 June 2011Signed at Johannesburg on 15 June 2011for RAM Transport (South Afric(Proprietary) limifLd

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