COLLABORATION AGREEMENT

BETWEEN

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K CONSULTING

AND

BPE LIMITED

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PREPARED BY:

K CONSULTING
LEKKI, LAGOS

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Collaboration Agreement

THIS AGREEMENT is made the …………………… day of ………………………….. 2019

BETWEEN

K CONSULTING, a consulting firm duly registered under the laws of the Federal Republic of
Nigeria with its principal place of business located at, Lekki, Lagos State (hereinafter referred to
as “KC” which expression shall where the context admits its successors in title and assigns) of
the first part

AND

BPE LIMITED, a consulting firm duly registered under the laws of the Federal Republic of
Nigeria with its principal place of business located at Lekki Phase 1, Lagos State (hereinafter
referred to as “BPE” which expression shall where the context admits its successors in title and
assigns) of the second part

KC and BPE shall be referred to individually as ‘Party” and collectively as “Parties”

WHEREAS:

1. The Parties have agreed to collaborate to provide manpower supply services to clients
for the mutual benefit of the Parties.

2. The Parties have decided to regulate their relationship with respect to this Agreement
and sets out the proposed terms of the collaboration of the Parties.

IT IS AGREED AS FOLLOWS:

1. COLLABORATION
1.1 Parties agree to enter this collaboration for an initial period of one year
commencing from the date that this Agreement is executed by the Parties;

1.2 Upon the expiration of this Agreement the Parties may renew this agreement on
terms and conditions to be agreed upon by the Parties, after a critical assessment
of the success of the collaboration;

1.3 Parties agree to collaborate in the provision of Manpower Supply Services

(hereinafter set out under the Scope of Services under Clause 2 hereto) to clients
selected by the Parties either individually or collectively;

1.4 Parties agree that this Agreement is based on good faith, cooperation and
disclosure on behalf of the Parties and it is agreed that the Parties shall work
conscientiously to meet all deliverables stated hereunder;

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1.5 Parties agree that there is no need to register a special purpose vehicle to
execute the mandate intended in pursuance of the terms of this Agreement.

2. SCOPE OF SERVICES
The scope of Manpower Supply services to be jointly provided by the Parties shall
include but are not limited to:

2.1 Outsourcing;
2.2 Recruitment;
2.3 Executive Selection;
2.4 Payroll Services;
2.5 HR Retainer Services.

3. OBLIGATIONS OF BOTH PARTIES

3.1 Undertake business development activities jointly with the company for the
purpose of securing consulting services business from various clients in Nigeria.
3.2 Secure the mandates from the various clients through collaboration of both
parties.
3.3 Execute the businesses collectively or individually sourced by the Parties and
where required with third party(s).
3.4 Ensure that personnel who shall be responsible for carrying out assignment
under this Agreement have the requisite knowledge and experience to discharge
their duties in respect thereof;
3.5 Make available all necessary information regarding the collaboration, and where
necessary, information relevant to collaborating third party consultant(s) but not
limited thereto, in any form as may be required, for the purpose of providing the
services under this Agreement.

4. FEE SHARING STRUCTURE

4.1 Parties agree that the scope of services will vary from client to client. Parties
further agree that they will be guided by the Fee Sharing Formula contained in
the Schedule to this Agreement;
4.2 Parties agree that they may be required in certain cases to require an upfront
payment from the client to facilitate the objectives of this Agreement. In such
cases the Parties shall make a request to the client and any money paid by the
client will be shared equally by the Parties.

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5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants that it has the full authority, right, power
and legal capacity to enter into this Agreement and to consummate the
transactions which are contemplated for herein.
5.2 The business and operations of KC and BPE have been and are being conducted
in all material respects in accordance with all applicable laws, rules and
regulations of all authorities as it affect the firms, their businesses or prospects.
The performance of this Agreement shall not result in any breach of, or
constitute a default under any laws, rules and regulations.

6. LIMITATION OF LIABILITY
Due to the importance of its work parties expect to be provided with relevant, accurate
and complete information as it will be reliant on such information for the purposes of
discharging its obligations in terms of this Agreement. Parties shall not be liable for any
loss, damage, and costs or expense whatsoever and howsoever caused, incurred,
sustained or arising from dissemination of such information to it or from incorrect
and/or incomplete information being furnished to it or from misrepresentations or
negligence. Likewise, parties shall provide all relevant information it may require in
furtherance to this Agreement.

7. NON-EXCLUSIVE
Each of the Parties agrees that for the duration of this Agreement they shall be able to
collaborate or participate with any other person, firm or company to provide services of
a similar nature. Parties will be expected to inform each other where a conflict of
interest may arise.

8. TERMINATION
Parties may terminate this Agreement by written notice served on the other party upon
giving 14 days’ notice. Termination of this Agreement shall be without prejudice to the
rights of either of the Parties accrued prior to such termination.

9. DISPUTE RESOLUTION
9.1 The Parties shall apply their best endeavors to settle any dispute or difference of
opinion between them, arising from or in connection with this Agreement
amicably through mutual discussion.

9.2 Any dispute arising out of or in connection with the interpretation of the
provisions of this Agreement or the performance of same shall be submitted to
mediation at the Lagos Multi Door Courthouse (“LMDC”) under the Lagos State
Multi-door Court Law 2007. In the event the dispute is not resolved through

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mediation, the parties have the right to appoint an arbitrator in accordance with
the Arbitration and Conciliation Act, 2004.

10. Governing Law

This Agreement shall be governed by, and construed in all respects in accordance with
the laws of the Federal Republic of Nigeria.

IN WITNESS WHEREOF:

K CONSULTING BPE

Signature Date Signature Date

Name Name

Title Title

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