MEMORANDUM OF AGREEMENT

Between
GBS Associates Pty(Ltd), hereinafter referred to as GBS
And
______________________________________ID No: ______________________Income Tax Ref.
No: __________________________resident at ___________________________
___________________________________________________________hereinafter referred to as
the EP (Empowerment Partner)
whereby it is agreed as follows:

1. Definition of Terms

1.1 GBS is a Company incorporated in the Republic of South Africa and licensed by the
Financial Services Board (Lic.no 5789) to operate as a Financial Services Provider.
1.2 Empowerment Partner (EP) refers to any of GBS clients who enters into this referral
agreement with GBS.

2. Referral Agreement

Upon conclusion of this agreement, the parties enter into an agreement to perform the following
mutually beneficial roles:

2.1 The EP:

2.2 Appoints GBS to manage all or a specified portion of his/her financial portfolio
wherever it shall be, provided it is within the competence of GBS to do so.
2.3 Refers other prospects to the services and products distributed by GBS.
2.4 Participates with GBS to build his/her own referral network to take advantage of the
benefits offered by the GBS referral programme.
GBS in turn shall:
2.5 Follow up on leads / prospects supplied by the EP.
2.6 Provide Financial Advice and convert prospects to become clients and EPs.
2.7 Pay commission to the EP according to the GBS Marketing Plan or any other basis that
may be agreed upon between GBS and the EP from time to time.
2.8 Retain commission as security against lapses (where applicable) and debit the EP
commission statement to recover any money that may be due to GBS for whatever reason
possible.
2.9 Make deductions from the EP's Commission account for whatever reason or purpose as
may be directed by the EP from time to time.
2.10 Assist the EP to establish a viable Network Marketing Business (MLM).

1
3. Limitation of the EPs Mandate

The EP shall only make the prospects aware of the opportunities and services of GBS and refer
them to GBS. No EP shall provide any advice to prospects on any product or service as this area
is the reserve of accredited financial services providers.

4. Independent Operator

4.1 The EP operates independently and he/she is not employed by GBS.

4.2 The EP shall be responsible for submission of Statutory Returns except that the EP may
appoint GBS to assist him/her with bookkeeping services at GBS's going consulting rates.
4.3 The EP shall provide GBS with proof of his/her registration for Income Tax and all the
FICA related documents.

5. Duration and Termination of Agreement

5.1 This agreement shall become effective upon signature by both parties and it shall remain in
force until terminated by either party giving the other a written notice of one calendar month.
5.2 GBS shall be entitled to terminate this contract summarily or by giving the EP one calendar
month notice in the event of violation of terms of this agreement where in the opinion of
GBS, the violation constitute material breach or in the event of commission of an illegal act
by the EP.
5.3 In the event of cancellation of this agreement for any reason, the EP shall cease to be entitled
to referral commission.
5.4 Continued entitlement to commission shall depend on the EP maintaining an active portfolio
with GBS.
5.5 After the termination of this agreement any funds in the EP's Commission Accumulation
Account may be retained for the duration of the claw-back (recovery of commission for
lapses) period where applicable.

6. General
6.1 This document constitutes the entire agreement between the parties and no party shall be
bound by any undertakings, representations, warranties, promises, terms or conditions not
recorded herein. No alteration, cancellation, violation of, or edition hereto shall be of any force or
effect unless reduced to writing and signed by all the parties to this agreement.

6.2 Nothing in this agreement shall constitute or be construed to create a partnership between
GBS and the EP, beyond the scope outlined herein.

6.3 Clients secured through the participation of the EP shall always remain GBS clients provided
that the EP and his/her nominated successors in title shall be entitled to the commission stream on
the EP's generations 1-5 in terms of the Marketing Plan for as long as the EP or his/her
successors in title maintain an active portfolio with GBS in terms of this agreement.

2
 6.4 The EP undertakes not to start or be involved in the same networking business while this
agreement is still in force. Should the EP be involved in a competing MLM business, this
agreement shall be terminated immediately and no further commission will be payable.
6.5 The EP may bequeath his/her networking business to any one of his/her nominated
beneficiaries or any other person of his choice provided that they satisfy the requirement of
paragraph 5.4. The new EP shall sign a referral agreement with GBS.
6.6 Service of legal documents shall be considered received if delivered at the parties' physical
addresses mentioned above and correspondence ......???

Signed at __________________________ this __________day of ________________ 20__

As Witnesses:

______________________ 1. ________________________
EP (Empowerment Partner)

2. ________________________

As Witnesses:

________________________ 1. ________________________
GBS ASSOCIATES (Pty)Ltd
2. _______________________