THE REPUBLIC OF UGANDA
IN THE MATTER OF THE CONTRACTS ACT, 2010
SERVICE AGREEMENT
This Service Agreement (the "Agreement") is made and entered into on this
……………, of 2025
Between
ZHONGKOU INDUSTRIAL CO. UGANDA LIMITED (herein after referred to as the “the
Employer”) (which expression shall where the context so admits include the Employer’s
Legal representatives, successors in title and or assigns) of the one part;
AND
…………………………………………… hereinafter referred to as the "Service Provider
1"(which expression shall where the context so admits include his Legal representatives,
successors in title and or assigns) of the one part
AND
…………………………………….. hereinafter referred to as the "Service Provider 2"
(which expression shall where the context so admits include his Legal representatives,
successors in title and or assigns) of the one part. Each a "Party" and collectively the
"Parties".
WHEREAS:
1. The Employer is engaged in mining business in Uganda and seeks to ensure
uninterrupted business operations without interference from government bodies;
2. The Service Providers possess the necessary skills, experience, and capabilities
to handle all interactions, communications, and dealings with relevant government
bodies, authorities, and regulatory agencies;
3. The Employer desires to hire the Service Providers to manage these governmental
interactions and ensure compliance with all applicable laws and regulations while
minimizing any disturbances to its operations.
NOW, THEREFORE, the Parties hereby agree as follows:
1. SCOPE OF SERVICES
Service Providers' Obligations: The Service Providers shall be responsible for
ensuring the Employer's business operations run smoothly without interference from
any government authorities or regulatory bodies. This includes, but is not limited to:
a. Engaging with governmental bodies and agencies relevant to the mining
industry.
b. Facilitating compliance with all mining licenses, permits, environmental
regulations, and labor laws.
c. Monitoring and managing interactions with regulatory bodies.
d. Resolving any governmental concerns or disturbances.
e. Representing the Employer in meetings or hearings involving any government
agency.
f. Advising the Employer on the legal and regulatory framework impacting the
mining business.
Reporting: The Service Providers shall provide regular reports to the Employer, at
least once every month, summarizing their activities, governmental interactions, and
any potential issues or risks identified.
2. TERM OF AGREEMENT
Effective Date: This Agreement shall become effective on……………and shall
remain in effect for a period of ……………, unless terminated earlier as provided
herein.
Renewal: Upon the expiration of the initial term, the Agreement may be renewed by
mutual written consent of the Parties.
3. PAYMENT TERMS
Service Fee
In consideration for the services provided under this agreement, the Employer shall
pay the Service Provider as follows:
a. A one-time payment of Nine Thousand United States Dollars (USD 9,000) to
be paid upon execution of this agreement, which covers initial service setup
and commencement of the work.
b. A recurring monthly payment of Ugandan Shillings Three Million Only (UGX.
3,000,000) to each service provider, which shall be paid on or before the …….
Day of each calendar month for the duration of the service contract.
c. In addition to the aforementioned fees, the Employer agrees to pay the Service
Providers 2% of the value of gold produced during the service period.
Review of Terms: The payment terms may be reviewed and amended only upon
mutual written consent of both parties.
Payment Method: Payment shall be made by the Employer under this Agreement
directly to the Service Provider and/or to such account or accounts of the Service
Provider as the Service Provider may direct from time to time
4. CONFIDENTIALITY
Confidential Information: The Service Providers shall keep all information related to
the Employer’s business, operations, and dealings with governmental bodies
confidential, including but not limited to trade secrets, financial data, contracts, and
any communications with government officials.
Non-Disclosure: The Service Providers shall not disclose any confidential
information to third parties without the prior written consent of the Employer, unless
required by law or government order.
5. COMPLIANCE WITH LAWS
The Service Providers agree to comply with all applicable laws and regulations of
Uganda while performing their duties under this Agreement, including but not limited
to laws concerning mining, environmental protection, labor laws, and government
interactions.
Licenses and Permits: The Service Providers shall ensure that all necessary
licenses, permits, and approvals required for the Employer’s business operations are
obtained and maintained in a timely manner.
6. INDEPENDENT CONTRACTOR STATUS
Independent Contractor: The Service Providers are engaged as independent
contractors and not as employees of the Employer. The Service Providers shall have
no authority to act on behalf of the Employer in any manner beyond the scope of this
Agreement.
No Employment Benefits: The Service Providers shall not be entitled to any
employment benefits or compensation from the Employer other than the agreed-upon
monthly payment.
7. TAXATION AND STATUTORY CONTRIBUTIONS
The Service Providers shall be solely responsible for the payment of all taxes, levies,
and statutory contributions that may arise as a result of the services provided under
this Agreement. This includes, but is not limited to, income tax, value-added tax (VAT),
and any other statutory deductions or payments required by the laws of Uganda. The
Employer shall have no liability for any taxes or statutory contributions owed by the
Service Providers.
8. TERMINATION
Termination by Employer: The Employer may terminate this Agreement at any
time with written notice to the Service Providers if:
a. The Service Providers breach any material provision of this Agreement.
b. The Service Providers fail to perform their duties to the satisfaction of the
Employer.
c. The Employer no longer requires the services of the Service Providers due to
business changes.
Termination by Service Providers: The Service Providers may terminate this
Agreement with 30 days written notice to the Employer if:
a. The Employer fails to make timely payments.
b. The Employer engages in activities that are unlawful or unethical in the opinion of
the Service Providers.
Obligations upon Termination: Upon termination of this Agreement, the Service
Providers shall immediately cease all work for the Employer and return all materials,
documents, and confidential information belonging to the Employer.
9. INDEMNIFICATION
Indemnification by Employer: The Employer agrees to indemnify and hold harmless
the Service Providers from any claims, losses, damages, or liabilities arising out of the
Employer’s business operations, provided that such claims do not arise from the
Service Providers' negligence or breach of this Agreement.
Indemnification by Service Providers: The Service Providers agree to indemnify
and hold harmless the Employer from any claims, losses, damages, or liabilities
arising out of the Service Providers' breach of their duties, negligence, or failure to
comply with applicable laws.
10. DISPUTE RESOLUTION
Negotiation: In the event of a dispute, the Parties shall first attempt to resolve the
matter through good faith negotiation.
Mediation and Arbitration: If the dispute cannot be resolved through negotiation, the
Parties agree to submit the dispute to mediation in Uganda. If mediation fails to resolve
the dispute, the Parties agree that the dispute shall be settled through litigation in a
competent court of Uganda.
Jurisdiction: The Parties agree that any legal action or dispute related to this
Agreement shall be brought in the courts of Uganda, and both Parties submit to the
jurisdiction of those courts.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties and
supersedes any prior agreements or understandings, whether written or oral, between
the Parties regarding the subject matter hereof.
12. AMENDMENTS
No amendment or modification of this Agreement shall be valid unless in writing and
executed by both Parties.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
Uganda.
IN WITNESS WHEREOF both Parties hereto have set their respective hands on the date first
above written.
SIGNED for and on behalf of;
………………………….. ________________________________
EMPLOYER
SIGNED by the said;
…………………………… ________________________________
SERVICE PROVIDER
…………………………… ________________________________
SERVICE PROVIDER
All in the presence of; _________________________________
_________________________________
_________________________________
WITNESS
DRAWN BY:
THE PARTIES
