SUBCONTRACTOR AGREEMENT

I. The Parties. This Subcontractor Agreement (“Agreement”) made on _____/____/

2023, between a business entity known as Blaque Property Developers with a mailing
address of unit 34 Montrose. Waterfalls, 34, Midrand, South Africa, 1688 (“Contractor”)
and a business entity known as QnA Properties (“Subcontractor”) both of whom agree
as follows:

The Subcontractor acknowledges that any work performed under this Agreement must
be in accordance with the latest version agreement(s) (“Prime Contract”) made between
the Contractor that was hired by the individual or business entity (“Client”).

II. Services Provided. Subcontractor agrees to furnish all labor, materials, equipment,
and any other facilities required to complete the following: Painting of the following:

All walls in the unit.

Ceiling

Door frames

Skating Hereinafter known as the “Services”.

III. Responsibilities. Costs and responsibility related to the Services shall be as

follows:

Labor, including, but not limited to, employees, subcontractors and any other
individuals or agents shall be the responsibility of the Subcontractor;

Materials, including, but not limited to, all supplies and products shall be the
responsibility of the Contractor;

Equipment, including, but not limited to, machinery, accessories, or devices

needed in order to complete the Services shall be the responsibility of the
Subcontractor;
 Travel, including, but not limited to, ensuring that any labor, materials, and/or
equipment are provided at the Location stated in Section V and shall be the
responsibility of the Subcontractor; and

Subcontractor shall not be liable for any other costs in connection to the Services
("Responsibilities").

IV. Attachments. The Contractor may attach any plans, schematics, drawings, details,
or other information to assist the Subcontractor in the aforementioned Services. Any
attachment made shall be made part of this entire Agreement.

V. Location. The primary location for the Services completed by the Subcontractor shall
be performed at Unit 91 The Edge Complex, 1, Midrand, Waterfalls, 1688 or any other
location as agreed upon by the Contractor and Subcontractor (“Location”).

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VI. Commencement Date. The Subcontractor shall be permitted to begin the Services
on November 9 2023 (“Commencement Date”).

VII. Completion. The Subcontractor will be required, unless otherwise stated under the
terms of this Agreement, to complete the Services by the Specific Date of November 13
2023.

VIII. Payment. Subcontractor shall be paid for their Services and Responsibilities in the
amount of R10,000.00 ("Payment").

IX. Payment Method. Payments shall be made on a to be determined basis. If the

Subcontractor completes the Services to the satisfaction of the Contractor, before the
full amount of the Payment has been paid, any remaining amount shall be payable
immediately. A deposit of R5000 will be paid in advance. Sub-Contractor banking details
___________________________________________

____________________________________________________________________________

X. Right to Subcontracting. Subcontractor may subcontract, either part or in whole,

the Services authorized under this Agreement. The Subcontractor shall be required to
obtain a written agreement from each subcontractor that is the same or comparable to
the following Sections of this Agreement and to be approved, in writing, by the
Contractor.
XI. Assignment. Subcontractor shall not have the right to assign any rights under this
Agreement or any part of the Services issued herein. Subject to the foregoing, this
Agreement shall be binding upon the Parties’ heirs, executors, successors and assigns.

XII. Insurance. The Contractor shall require the Subcontractor, along with each of its
subcontractors, to have insurance set forth in this Section under the following terms and
conditions before commencing Services: General Liability Insurance

General Liability Insurance. Subcontractor shall carry minimum primary

General Liability Insurance for the following amounts:

R0 Combined Single Limit: Bodily Injury + Property Damage;

R0 Personal Liability Injury;

R0 Aggregate for Products-Completed Operations; and

R0 General Aggregate. This shall apply separately to the Services provided by

the Subcontractor.

Additional Insurance Requirement. Client, Contractor, and any other entity

which the Contractor is required to name as an additional insured under the
Prime Contract shall not be required to be named as additional insureds under
the General Liability Insurance required by this Section.

Certificates of Insurance. Certificates of insurance, including the required

additional insured and other endorsements, including waivers of subrogation
shall be furnished to Contractor before the performance of any Services.

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Maintenance/Cancellation of Insurance. There will be no cancellation or

reduction of coverage of any required insurance without thirty (30) days’ written
notice to the Contractor. Such notice may be sent by the Subcontractor’s
insurance carrier, insurance broker, or the Subcontractor.

Waiver of Subrogation. Subcontractor waives all rights against Contractor,

Client, other subcontractors, their agents.

Exclusions. The above insurance coverages are operations by or on behalf of

the Subcontractor providing insurance for bodily injury, personal injury, and
property damage for the limits of liability indicated, including but not limited to,
coverage for (1) the premises and operations (2) products and completed
operations (3) contractual liability (4) construction means, methods, techniques,
 sequences, and procedures, including safety and field supervision. Such
coverage shall not be subject to any of the following limiting or exclusionary
endorsements: subsidence or earth movement, prior acts or work, action over –
precluding indemnity for passive acts of Contractor contributing to injury of a
Subcontractor’s employee, contractual limitation – eliminating cover for assumed
liability, supervisory or inspection service limitation, insured vs insured cross
suits, clauses terminating coverage after a specific period of time, residential or
habitational limitation if the Services include residential or habitational work,
classification limitation voiding coverage for work not specified, defense inside
limits provision, and sub-subcontractor insurance coverage exclusions for failure
to satisfy coverage conditions.

XIII. Resolution of Disputes. Mediation as regulated under the laws in the State where
the Services are being performed. The parties agree to enter into negotiations, in good
faith, and through a neutral mediator in an attempt to resolve the dispute. If a resolution
to the dispute cannot be made by mediation, the parties agree to enter into binding
arbitration.

If the parties have a dispute, regardless of aforementioned dispute remedies, the

Contractor may, before, during, or after any arbitration or mediation, take any steps
required by law to preserve or secure any lien on the property to enforce payment of
monies due. Specifically, the Contractor may record one or more lien certificates in the
appropriate Registry of Deeds and may commence legal action to enforce and preserve
any lien as provided under State law.

Completion, as determined under this Section, may be changed if the Services cannot
begin or end due to circumstances beyond the control of the Contractor, including but
not limited to, lack of readiness of the Location, unavailability of building materials, or
any other issues considered outside the control of the parties in this Agreement.

XIV. Termination. Contractor may, at any time and for any reason, terminate
Subcontractor’s Services hereunder at the Contractor’s convenience with at least 5
business day(s) notice. In the event of termination for convenience, Subcontractor shall
recover only the actual cost of work completed to the date of termination, in approved
units of work or percentage of completion.

XV. Claims. If any claim is made by the Contractor or Subcontractor in connection with
a Change Order or regarding any related issue with this Agreement or the performance
of Services and/or Services to be

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provided, either party shall have the right to submit written notice of such claim through
certified mail with return receipt. After receipt of a written claim by either party of this
Agreement, the parties shall have 14 business day(s) to correct the claim prior to
seeking a resolution under the instructions in Section XIII.

XVI. Change Orders. Any alteration or deviation from the Services mentioned, or any
other contractual specifications that result in a revision of this Agreement shall be
executed and attached to this Agreement as a change order (“Change Order”).

XVII. Warranty. In addition to any additional warranties agreed to by the parties, the
Contractor warrants that the Services will be free of defective materials; constructed
according to the standards of the building code applicable to the local, county, and State
laws; constructed in a skillful manner and fit for habitation or its appropriate use. The
warranty rights and remedies set forth in the State's Commercial Code apply to this
Agreement.

XVIII. Entire Agreement. This Agreement represents the entire agreement between the
Contractor and Subcontractor. This Agreement supersedes any prior written or oral
representations. Subcontractor, its subcontractors, suppliers and/or materialmen are
bound to the Contractor by the prime contract and any contract documents incorporated
therein to the same extent as Contractor is bound to the Client insofar as they related in
any way, directly or indirectly, to the Services provided and covered in this Agreement.

XIX. Time. Time is of the essence of this Agreement. Subcontractor shall provide the
Contractor with scheduling information in a form acceptable to the Contractor and shall
conform to the Contractor's progress schedules, including any changes made by the
Contractor in the scheduling of Services. Subcontractor shall coordinate its Services
with that of all other contractors, subcontractors, suppliers and/or materialmen so as not
to delay or damage their performance.

XX. Delays. Should the Subcontractor delay the Contractor, or any other contractors,
subcontractors, suppliers and/or materialmen on the entire project, Subcontractor will
indemnify the Contractor and hold Contractor harmless for any damages, claims,
demands, liens, stop notices, lawsuits, attorneys' fees, and other costs or liabilities
imposed on the Contractor connected with said delay by the Subcontractor. Among
other remedies for Subcontractor's delay, the Contractor may supplement the
Subcontractor's work and deduct associated costs at Contractor's election.

XXI. Inspection of Services. Subcontractor shall make the Services provided

accessible at all reasonable times for inspection by the Contractor. Subcontractor shall,
at the first opportunity, inspect all material and equipment delivered to the job site by
others to be used or incorporated in the Subcontractor’s Services and give prompt
notice of any defect therein. Subcontractor assumes full responsibility to protect the
work done hereunder until final acceptance by the Contractor or any authorized third
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(3 ) party.

XXII. Labor Relations. Subcontractor shall maintain labor policies in conformity with the
directions of the Contractor and under State laws.

XXIII. Indemnification. To the fullest extent permitted by law, Subcontractor shall

defend, indemnify and hold harmless the Client and Contractor along with any of their
agents, employees, or individuals associated with their organization from claims,
demands, causes of actions and liabilities of any kind and

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nature whatsoever arising out of or in connection with the Subcontractor’s Services or

operations performed under this Agreement and causes or alleged to be caused, in
whole or in part, by any act or omission of the Subcontractor or anyone employed
directly or indirectly by Subcontractor or on Subcontractor's account related to
Subcontractor's Services hereunder. This indemnification shall extend to claims
occurring after this Agreement is terminated as well as while it is in force. The indemnity
shall apply regardless of any passively negligent act or omission of the Client or
Contractor, or their agents or employees, but Subcontractor shall not be obligated to
indemnify any party for claims arising from the active negligence, sole negligence, or
willful misconduct of Client or Contractor or their agents or employees or arising solely
by the designs provided by such parties. To the extent that State law limits the defense
or indemnity obligations of the Subcontractor either to Contractor or Client, the intent
hereunder is to provide the maximum defense and indemnity obligations allowed by the
Subcontractor under the law. The indemnity set forth in this Section shall not be limited
by any insurance requirement or any other provision of this Agreement.

XXIV. Warranty. Subcontractor warrants to Client and Contractor that any and all
materials and equipment furnished shall be new unless otherwise specified and that all
Services provided under this Agreement will be performed, at a minimum, in
accordance with industry standards. All work not conforming to these requirements,
including substitutions not properly approved and authorized, may be considered
defective. The warranty provided in this Section shall be in addition to and not in
limitation of any other warranty or remedy required by law or by the Prime Contract.

XXV. Required Licenses. All parties of this Agreement, including but not limited to,
Contractor, Subcontractor, other sub-contractors, and all parties' direct or indirect
employees, and agents shall be licensed in accordance with respective State laws
where the individual is performing their trade or service. All individuals under this
agreement shall be regulated by their respective licensing board which has jurisdiction
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to investigate complaints made by any third (3 ) parties.

XXVI. Confidentiality. For the purposes of this Agreement, “Confidential Information”

shall mean any information or material that is proprietary to a party or designated as
confidential by such party (“Disclosing Party”) and received by another party (“Receiving
Party”) as a result of this Agreement. Confidential Information may be considered any
information that is conceived, originated, discovered or developed in whole or in part by
the Subcontractor in accordance with providing their Services. Confidential Information
does not include (1) information that is or becomes publicly known without restriction
and without breach of this Agreement or that is employed by the trade at or after the
time the Receiving Party first learns of such information; (2) generic information or
knowledge which the Receiving Party would have learned in the course of similar
employment or work elsewhere in the trade; (3) information the Receiving Party lawfully
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receives from a third (3 ) party without restriction on disclosure and without breach of a
nondisclosure obligation; (4) information the Receiving Party rightfully knew prior to
receiving such information from the Disclosing Party to the extent such knowledge was
not subject to restrictions on further disclosure; or (5) information the Receiving Party
develops independent of any information originating from the Disclosing Party.

Prime Confidential Information. The following shall constitute Confidential

Information of the Contractor and should not be disclosed to third (3

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) parties: the deliverables, discoveries, ideas, concepts, software, in various
stages of development, designs, drawings, specifications, techniques, models,
data, source code, source files and documentation, object code, documentation,
diagrams, flow charts, research, development, processes, procedures,
“know-how”, marketing techniques and materials, marketing and development
plans, customer names and other information related to customers, price lists,
pricing policies and financial information, this Agreement and the existence of
this Agreement, the relationship between the Contractor and Subcontractor, and
any details of the Service under this Agreement. Subcontractor agrees not to use
or reference the Contractor and/or their names, likenesses, or logos (“Identity”).
Subcontractor will not use or reference Contractor their Identity, directly or
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indirectly, in conjunction with any other third (3 ) parties.
 Non-Disclosure. The parties hereby agree that during the term of this
Agreement hereof, and at all times thereafter, and except as specifically
permitted herein or in a separate writing signed by the Disclosing Party, the
Receiving Party shall not use, commercialize or disclose Confidential Information
to any person or entity. Upon termination, or at any time upon the request of the
Disclosing Party, the Receiving Party shall return to the Disclosing Party all
Confidential Information, including all notes, data, reference materials, sketches,
drawings, memorandums, documentation and records which in any way
incorporate Confidential Information.

Right to Disclose. With respect to any information, knowledge, or data disclosed

to the Contractor by the Subcontractor, the Subcontractor warrants that the
Subcontractor has full and unrestricted right to disclose the same without
incurring legal liability to others, and that the Contractor shall have the full and
unrestricted rights to use and publish the same as it may see fit. Any restrictions
on Contractor’s use of information, knowledge, or data disclosed by
Subcontractor must be made known to Contractor.

XXVII. Notices. All notices under this Agreement shall be in writing and sent to the
address of the recipient specified herein. Any such notice may be delivered by hand, by
overnight courier, certified mail with return receipt, or first class pre-paid letter, and will
be deemed to have been received (1) if delivered by hand – at the time of delivery, (2) if
delivered by overnight courier – 24 hours after the date of delivery to courier with
evidence from the courier, (3) if delivered by certified mail with return receipt – the date
as verified on the return receipt, (4) if delivered by first class mail – three (3) business
days after the date of mailing.

XXVIII. Injunctive Relief. Subcontractor acknowledges it would be difficult to fully

compensate the Client and/or Contractor for damages resulting from any breach of this
Agreement. Accordingly, in the event of any breach of this Agreement, the Client and/or
Contractor shall be entitled to temporary and/or permanent injunctive relief to enforce
such provisions.

XXIX. Severability. If any term, covenant, condition, or provision of this Agreement is

held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated.

XXX. Independent Contractor. No term, covenant, condition, or provision of this

Agreement shall be considered to create an employer and employee relationship, a
master-servant relationship, or a principal
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and agent relationship between Subcontractor and/or any of the Subcontractor's

employees and the Contractor or Client. All parties to this Agreement attest that the
relationship between the Contractor and Subcontractor shall be recognized as the
Subcontractor acting as an independent contractor.

XXXI. Force Majeure. Neither party shall be liable for any failure to perform under this
Agreement when such failure is due to causes beyond that party’s reasonable control,
including, but not limited to, acts of State or governmental authorities, acts of terrorism,
natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of
energy. In the event of such delay, any date stated herein shall be extended by a period
of time necessary by both Contractor and Subcontractor. If the delay remains in effect
for a period in excess of thirty (30) days, Contractor has the right to terminate this
Agreement upon written notice to the Subcontractor.

XXXII. Governing Law. This Agreement shall be governed under the laws in the State
where the Services are being provided.

IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of
their duly authorized officers and made effective as of the undersigned date.

Contractor’s Signature __________________________ Date ________________

Print Name: ____________________________

Company Name: Blaque Property Developers

Subcontractor’s Signature __________________________ Date ________________

Print Name: ____________________________

Company Name: QnA Properties