Services Agreement - Randgold & Exploration Co. Ltd. and Randgold Resources Ltd.
SERVICES AGREEMENT
BETWEEN
RANDGOLD & EXPLORATION COMPANY LIMITED
("RANDGOLD")
AND
RANDGOLD RESOURCES LIMITED
("RESOURCES")
RECORDAL
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RESOURCES does not have a corporate presence in South Africa, being managed and
controlled outside of South Africa.
RESOURCES wishes to source certain of its technical and administrative services
from South Africa for reasons of costs and convenience.
Certain RANDGOLD staff required by RESOURCES are located in South Africa and
RESOURCES requires the services of RANDGOLD in South Africa to provide office
accommodation, payroll administration and other services in respect of the staff
located in South Africa.
RANDGOLD is able and willing to provide the services required by RESOURCES and
RESOURCES is willing to enter into an agreement with RANDGOLD for the provision
of the services on a commercial basis as set out herein.
The two companies have agreed that RANDGOLD will restrict itself to operating
within the geographical confines of the Republic of south Africa and RESOURCES
to areas outside of the Republic of South Africa.
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1. PREVIOUS AGREEMENT
This agreement supercedes all other service and management contracts
between the parties which are hereby terminated.
2. SERVICES TO BE PROVIDED
2.1 RESOURCES has identified the following services which it requires to
be provided in South Africa by RANDGOLD:
o Fully serviced and furnished office accommodation and related
services such as reception, communications, office equipment and
computer installations:
o Payments and accounting for goods and services to its operations
in Africa and elsewhere which are sourced from South Africa;
o Purchasing of goods and services from South Africa and the
procurement of insurance for operational requirements;
o Company secretarial;
o Secretarial;
o Technical services, including geophysical and project
evaluation;
o Legal consulting.
2.2 RESOURCES understands and accepts that certain of the above services
are supplied by RANDGOLD on a non-exclusive basis and that RANDGOLD
may provide services to other companies. RANDGOLD undertakes not to
supply services to a competitor of Resources without the prior
written approval of RESOURCES.
2.3 RANDGOLD has agreed to provide the services set out in 2.1 to
RESOURCES.
3. FEE FOR SERVICES
3.1 For the provision of the services set our herein, RANDGOLD will
receive the following payment:
3.1.1 RANDGOLD employees' salaries will be charged at a total cost
to company plus a 5% (five percent) mark-up.
3.1.2 Office rental of R51 000 (fifty one thousand rand) per month.
3.1.3 Any other expenses will be charged on a re-imbursable basis.
3.2 RESOURCES will deposit with RANDGOLD an amount sufficient to cover
one month's expenses as determined under 3.1 above.
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4. INFORMATION
RESOURCES will make available to RANDGOLD any information which may
reasonably be required for RANDGOLD to carry out its duties in terms
hereof.
5. DELEGATION
RANDGOLD may:
5.1 contract on behalf of RESOURCES for any services or other
requirements, the costs of which, if borne by RANDGOLD shall be paid
directly by RESOURCES;
5.2 Subject to such terms and conditions mutually agreed between RANDGOLD
and RESOURCES, from time to time delegate to any person, firm or
company all or any of the services undertaken by it in terms hereof
and may appoint or employ outside consultants or outside firms or
independent agents on behalf of RESOURCES;
5.3 Subcontract any of the services.
6. LOSS OR DAMAGE
6.1 All work to be conducted by RANDGOLD shall be performed with due care
and diligence in good workmanlike manner.
6.2 Notwithstanding the provision of 6.1, RANDGOLD shall not be
responsible for any liability, loss or damage suffered or incurred by
RESOURCES, which may arise as a result of or in consequence of any
act or omission of RANDGOLD, its employees or agents and which is
related, either directly or indirectly to the implementation of this
agreement, whether or not such liability, loss or damage is caused or
incurred or as a result of any act or omission or negligence of
RANDGOLD, its employees or agents.
7. INDEMNITY
RESOURCES hereby indemnifies and holds RANDGOLD harmless against all claims
of whatever nature which may be brought against RANDGOLD by any person
whomsoever arising out of or in any way attributable to RANDGOLD having
acted in terms of this agreement, and all legal costs, liability, damages
or expenses which RANDGOLD may suffer, sustain or incur in respect of or
arising out of such claims.
8. DURATION
The services to be provided by RANDGOLD under this agreement shall commence
on 1 January 2003 and shall continue, and shall remain in force until
terminated by either party on six (6) months' written notice to the other
party. A shorter notice period may be arranged by mutual agreement between
the parties.
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9. ARBITRATION
Any dispute, difference or question which may arise at any time hereafter
between the parties relating to the true construction of this agreement or
the rights and liabilities of the parties, which is not solved amicably
between the parties within 30 (thirty) that dispute, difference or question
arising shall, in the absence of agreement to the contrary between the
parties, be referred to arbitration.
10. GOVERNING LAW
This agreement shall be governed and interpreted in every respect in
accordance with the laws of South Africa and the parties undertake to
submit to the jurisdiction of the South African courts.
11. DOMICILIUM
The parties hereto choose as their domicilium citandi et executandi the
following address:
11.1 RESOURCES: La Motte Chambers
St Helier
Jersey JE1 1BJ
Channel Islands
Fax No. (44) 1534 602002
11.2 RANDGOLD: 5 Press Avenue
Selby
Johannesburg
South Africa
Fax No. 27-11 837-0813
Either party shall be entitled to change its aforesaid address to another
address on giving the other party 7 (seven) days written notice of such
proposed change of address.
12. CONFIDENTIAL INFORMATION
12.1 Any information or data obtained by either party to this agreement
arising from the implementation of this agreement shall be treated as
strictly confidential by both the parties and their affiliates and
shall not be divulged or permitted to be divulged to any person not
being a party to this agreement, without the prior written consent of
the other party to this agreement, it being the intent and purpose of
the parties to this agreement to prevent unjust enrichment resulting
from unauthorised disclosure or use of data obtained, provided,
however, that any information and data which is required to be
furnished by law or contract or by any Stock Exchange on which the
shares of either party to this agreement are listed or quoted, may be
so furnished. Either party to this agreement shall be entitled to
make such information available to its shareholders as may be
necessary to enable that party to appraise its shareholders of the
value and
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prospects of the shareholdings. Every effort shall however be made to
consult fully with the other party to this agreement on all proposed
releases of information with a view to avoiding untimely or damaging
disclosures.
12.2 Nothing in this clause 12 shall preclude either party under this
agreement from divulging any information to any person who is
negotiating with such party to this agreement for the acquisition of
any interest in such party to the agreement, provided that the person
to whom any disclosure is made in the aforesaid circumstances shall
first have undertaken in writing not to divulge such information to
any other person.
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Signed at Paris, France on the 2nd day of February 2003
AS WITNESSES: FOR AND ON BEHALF OF
------------- RANDGOLD RESOURCES LIMITED
1. /s/ John Berry /s/ D.M. Bristow
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DIRECTOR
2. /s/ Vicky Koma
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DIRECTOR
Signed at Johannesburg on the 29th day of January 2003
AS WITNESSES: FOR AND ON BEHALF OF RANDGOLD
------------- & EXPLORATION COMPANY LIMITED
1. /s/ John Berry /s/ R.A.R. Kebble
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DIRECTOR
2. /s/ Vicky Koma
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DIRECTOR