CONSULTANCY AGREEMENT

This Consultancy Agreement (hereinafter referred to as THIS AGREEMENT) dated the day of .2011 is made between: [.](hereinafter referred to as THE COMPANY which expression shall where the context so admits includes its assigns and successors-in-title) of the first part of the first part; and [.](herein after referred to as THE CONSULTANT which expression shall where the context so admits, includes its assigns and successors-in-title) of the other part. IT IS HEREBY AGREED AS FOLLOWS: WHEREAS 1. The Company which is involved in the training of staff in information technology is desirous of engaging the services of the Consultant for the purposes of making contacts and bringing clients for training by the Company. 2. The Consultant has agreed to perform consultancy services for the Company by making links and providing clients staff for training by the Company. 3. Both Parties are entering into this Agreement to set forth the terms and conditions for the provision of consultancy services. 1. 1.1 SCOPE OF WORK The Consultant shall serve as a link between the company and other companies who desires to send their staff to the company for training for a period of [.] years. 1.2 1.3 The consultant shall get contracts and government funding for the training of government personnel or non government personnel. All Consultancy Services shall be conducted in a timely and efficient manner as is reasonably required for the prompt and efficient accomplishment of the services to be provided under this Agreement. 1.4 In rendering Consultancy Services under this Agreement, the Consultant shall conform to high professional standards of work and business ethics.

1.5

The Consultant shall periodically provide the Company with written reports of its observations and conclusions regarding the Consultancy Services. Upon the termination of this Agreement, the Consultant shall, upon the request of the company, prepare a final report of its activities.

1.6

The Consultant shall not use the services of any other person, entity or organization in its performance of Consultancy Services without the prior written consent of an officer of the Company.

2. 2.1

CONSIDERATION In consideration for the Consultancy Services to be performed by the Consultant under the terms of this Agreement, the Company shall pay the Consultant the following fees: a) b) [40% 50%] of the [contract sum/Profit] where the consultant links the company to another company which would send its staff for training. [30% - 40%] of the [contract sum/profit] where the consultants get government funding for the proposed training or services.

2.2 2.3

The fees shall be paid [.] The Consultant, at the completion of each service rendered shall notify the Company of such completion and submit an invoice for payment of outstanding fees.

2.4

The Company shall pay the Consultant the amount due on the submitted invoice(s) within 7days of the submission of the invoice(s) to the Company.

3. 3.1

EXPENSES The Company shall reimburse the Consultant promptly upon request for travel and other out-of-pocket expenses including but not limited to 1% of the contract sum, government fees, airfare and out of town lodging and expenses, marketing materials including bill-boards, brochures etc, reproduction of drawings for

bidding and other distribution etc., reasonably incurred in connection with the performance of Consultancy Services pursuant to this Agreement. 3.2 Salaries of the Consultants employees and the ordinary expenses of maintaining the Consultants offices are not reimbursable expenses under to the terms of this Agreement. 3.3 The Consultant shall submit written documentation and receipts where available itemising the dates on which expenses were incurred. The Company shall pay the Consultant the full amount for documented expenses within [.] days of the submission of the documentation and/or receipts to the Company. 4. RELATIONSHIP BETWEEN THE PARTIES Nothing herewith shall be construed to create an employer-employee relationship between the Company and Consultant. Neither Party hereto is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party. In fulfilling its obligations pursuant to this Agreement, the Consultant shall act and be treated as an independent contractor. 5. 5.1 CONFIDENTIAL INFORMATION The Consultant agrees that all information disclosed to it or any of its affiliates by the Company, whether verbally or in writing, shall be presumed to be proprietary and confidential to such party, unless otherwise stated in writing. 5.2 The Consultant shall prevent the disclosure of any such Confidential Information to any third party or person by maintaining such Confidential Information in strictest confidence. 5.3 The Consultant shall not during the term of this Agreement or thereafter, use any such Confidential Information for any purpose other than as specifically set forth in this Agreement.

5.4

Confidential information shall not include; 5.4.1 5.4.2 Information that is in the public domain through no act, omission or fault of the Consultant; Information that either party is required to disclose pursuant to a court order, provided that either party informs the other of the court order and assist in taking reasonable steps to seek a protective order or other appropriate action and; 5.4.3 Information that the Consultant in good faith believes that it is required to disclose; provided that the Consultant shall first notify the Company of such good faith belief in writing and shall not make any such disclosure if the Company provides it with an opinion prepared by independent Counsel stating that disclosure is not required by law. 5.4.4 5.4.5 Information that is furnished to the Consultant by a third party without disclosure or restriction. Information that is developed by the Consultant outside the scope of this Agreement.

6.

TERMS AND TERMINATION

6.1

This Agreement shall come into force on the Effective Date hereof and shall continue in force and effect for an initial period of [.]. The Company and Consultant may negotiate to extend the term of this Agreement and the terms and conditions under which the relationship shall continue.

6.2

Unless terminated as provided herein, this Agreement shall extend to and terminate upon completion of Consultants work as provided herein.

6.3

This Agreement may be terminated only in accordance with the following provisions: 6.3.1 6.3.2 This Agreement may be terminated at any time upon the mutual written consent of the parties hereto. Either parties hereto may terminate this Agreement by giving notice in writing to the other party in the event that the other party is in material

breach of this Agreement and shall have failed to rectify such breach within 30days of receipt of written notice thereof from the first party specifying the nature of the breach; 6.3.3 Either party thereto may terminate this Agreement at any time by giving notice in writing to the other party if; 6.3.3.1 The other party shall at any time file or have filed against it a petition of any type as to its bankruptcy, be adjudged bankrupt or insolvent, make assignment for the benefits of its creditors or go into liquidation or receivership. 6.3.3.2 A trustee, receiver or other equivalent officer is appointed for the other party by any court or government authority or any third party to administer or liquidate, who is not dismissed within sixty (60) days of the date of the appointment; or 6.3.3.4 Dissolution proceedings are commenced by or against the other party, which are not dismissed within sixty (60) days of commencement.

6.4

In the event of the termination of this Agreement, the parties hereto shall have the following obligations. 6.4.1 Within thirty (30) days after the termination of this Agreement, the Consultant shall return to the Company all Confidential Information in its possession or under its control. 6.4.2 Termination and expiration of this Agreement shall not release either the Company from its obligations to make payment to the Consultant of all amounts then and thereafter due and payable under this Agreement within thirty (30) days of termination.

7.

CONFLICT OF INTEREST 7.1 The Consultant hereby covenants and agrees not to consult or provide any services to another in any manner or capacity which shall interfere with the services provided to the Company or cause a conflict in interest during the duration of this Agreement unless express written authorization to do so is given by the Company.

8. DISPUTE AND GOVERNING LAW 8.1 The Parties shall hereto submit to any disputes arising under this Agreement to Arbitration in the event where an attempt to settle amicably fails. A single arbitrator shall determine any dispute submitted to Arbitration, conducted in Nigeria under the Arbitration and Conciliation Act CAP A 18 LFN 2004 and such award shall be final between the Parties and enforceable in any court of competent jurisdiction. 8.2 In the event it becomes necessary for any party to commence any proceedings or actions to enforce the provisions of this Agreement, the arbitrator before which the matter is being heard shall award to the prevailing party, all costs and expenses thereof, including but not limited to reasonable legal fees and all other expenses in connection therewith. 8.3 This Agreement shall be governed by, interpreted and construed in accordance with the laws of the Federal Republic of Nigeria. The invalidity or unenforceability of any of the Clauses in this Agreement shall not affect the validity or enforceability of any other provision.

9. 9.1

MISCELLANEOUS This Agreement constitutes the entire Agreement of the Parties in relation to the subject matter hereof, and replaces and supersedes all other Agreements or undertakings, whether written or oral.

9.2

No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.

9.3

This Agreement shall be binding upon and shall inure to the benefit of the Consultant and the Company and to their respective successors and assigns.

9.4

Nothing in this Agreement shall be construed to permit the assignment by the Consultant of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Company.

9.5

The waiver of any term or condition contained in this Agreement by any Party to this Agreement shall not be construed as a waiver of a subsequent breach or failure of the same term or condition or a waiver of any other term or condition contained in this Agreement.

10. 10.1

NOTICE Any notice to be given or made under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, airmail, fax or e-mail to the Party to which it is given at such Party's address specified below or at such other address as such party shall have designated by notice to the Party giving such notice.

10.2

Any communication to be delivered to any Party under this Agreement which is sent by hand, airmail, fax or e-mail will constitute legal written evidence thereof between the Parties and any such notice or communication shall be deemed to be given as follows:

10.2.1 If by hand, when delivered personally; 10.2.2 If by letter, when on actual receipt; or 10.2.3 If by facsimile, when received.

10.3

For the Company: [Name of Company] Address: [.]

10.4

For the Consultant: [Name of Company] Address: [.]

IN WITNESS WHEREOF the parties hereto have set their hands and seal the date and year first above written.

THE COMMON SEAL of the within-named, [.] was affixed hereto in the presence of:

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THE COMMON SEAL of the within-named, [.] was affixed hereto in the presence of:

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-------------------------DIRECTOR