LEAD GENERATOR AGREEMENT

Made and entered into by and between

LINCOLN CAPITAL PRIVATE LIMITED
(Hereinafter referred to as the “company”)

And
CHIYEDZA HERI
(hereinafter referred to as the “Consultant”)

Introduction
1. Background
1.1. Lincoln Capital (Pvt) Ltd was incorporated in July 2018 in terms of the Companies
Act [Chapter 24:03] under registration number 7931/18 and owned 100% by
Zimbabweans. The company was also registered by the Reserve Bank of Zimbabwe
as a Microfinance Institution in accordance with provisions of the Microfinance Act,
with effect from June 2019 under licence number 00078. Lincoln Capital is focused
on providing customised financial services to SMEs (i.e. loans, training and trade
finance solutions) to enhance working capital investments and treasury management
for the productive sectors.
1.2. Lincoln Capital (Pvt) Ltd is duly registered as a Micro-Finance in terms of the Micro
Finance Act [Chapter 24:30].
2. Definitions
2.1. Agreement means this Lead Generator Agreement together
with all its annexures, as amended by the Parties
and agreed to in writing from time to time;
2.2. Applicable contract means a contract entered into between the
company and any person introduced to the
company by the Consultant during the
Introduction Time Limit for the provision of
products or services by the company for the
purposes of this agreement,
Applicable Contracts shall be deemed to have
been entered into upon the signing thereof by
both parties to the Applicable Contract;
2.3. Business days means days between and including Monday to
Friday and do not include public holidays and
weekends;
2.4. Introduction date Means the date when the consultant first
 introduces the company to a prospective client
2.5. Introduction time limit Means a period of three months beginning from
the introduction date.
2.6. Minimum Period Means the minimum period or term defined or
otherwise specified within an applicable contract
at the date it is entered into
2.7. Party/ Parties means the Parties to this Agreement in singular or
plural as the context may require
2.8. Prospective Clients Means any person who is not an existing client of
the company and with whom Company has not
dealt or communicated with aiming to result in a
deal.
2.9. The Company Means Lincoln Capital (Pvt) Ltd
3. Recitals
3.1. Whereas the company seeks to engage a consultant to act as a lead generator and to
do client relationship management services for the company.
3.2. Whereas the consultant has expertise in the area of the company’s business and is
willing to provide consulting services to the company.
3.3. Whereas the company wishes to engage the consultant as an independent contractor
and not an employee.
3.4. NOW, THEREFORE, in consideration of the mutual covenants and promises made
by the parties hereto, the Consultant and the Company agree as follows:
Contractual Terms
4. Consultant’s Obligations
4.1. The consultant will be responsible for generating leads and managing relationships
that arise from successfully converted leads.
4.2. The consultant will be required to represent the company to clients and to seek
opportunities that can be converted into business for the company.
4.3. The consultant will be responsible for their expenses in engaging and marketing to
clients and shall not be permitted to incur any debt whatsoever on behalf of the
Company. This will include telephone, travel, client entertainment among other
expenses in the fulfilment of the consultant’s mandate. The company will endeavour
to assist with some of these expenses, but it will be at the company’s discretion and no
obligation to do so arises out of this clause.
4.4. The Consultant shall keep complete and proper records of all transactions handled
between the office of the Consultant and the office of the Company.
4.5. The Consultant shall prepare registers and reports relative to his/her portfolio as
necessary.
 4.6. The Consultant shall generate reports reflecting the business undertaken, and the
target accounts being pursued in the manner agreed upon between the company and
the consultant.
4.7. The consultant will operate as an independent contractor and the engagement will be
managed by this agreement.
4.8. The Consultant shall have no authority to bind the company in any way or incur any
form of liability on the company’s behalf (including, but not limited to, entering into
contractual relationships) and shall not hold itself out as having any authority or
capacity to do so. Nothing in this agreement shall constitute or be deemed to
constitute a partnership, joint venture, or other fiduciary relationship between the
parties other than the contractual relationship expressly provided for herein.
4.9. The Consultant shall not use any brands, logos or trademarks (whether registered or
otherwise) belonging to the company without prior written agreement.
4.10. The Consultant shall, in all dealings with Prospective Clients, ensure that such
Prospective Clients are aware that the Consultant is representing the company in its
capacity as a consultant on the terms of this Agreement and that it does not have any
other relationship with the company.
4.11. The Consultant shall not make any statements, claims, representations or warranties
with respect to services supplied by the company that are not made by the company in
its own promotional and sales literature.
5. Lincoln Capital Obligations
5.1. The Company shall provide the Consultant with such documents as it may consider
necessary to enable the Consultant to carry out his/her duties, and such documents
shall at all times remain the property of the Company. At the termination of this
agreement for whatever cause, these documents shall be returned to the Company
forthwith and in any event not later than two weeks from such termination.
5.2. The Company at its discretion may provide office accommodation, telephone
services, internet access, printing, fax, scanning services, stationary (including but not
limited to letterheads) to the consultant. The costs of anything beyond what is
provided by the company will be borne by the Consultant from its personal funds.

6. Introduction Procedures
6.1. The Consultant shall Introduce Prospective Clients to the company by providing the
following details in writing:
6.1.1. The provision of any applicable KYC documents as listed in Annexure 1.
6.1.2. The consultant shall be solely responsible for obtaining the Prospective
Client’s consent for consultant to provide to the company information set out
above and shall take all reasonable steps to verify the accuracy of such
information. The Consultant further agrees to seek from the Prospective Client
and provide to the company any further information reasonably requested by the
company.
 6.2. The Consultant shall promptly inform the company of any data or information in its
possession (written or otherwise and including but not limited to any adverse financial
information) which may materially affect any decision of the company to enter into or
maintain an Applicable Contract.
6.3. The company shall be under no obligation to follow up on any introduction made by
the Consultant and in particular shall be under no obligation to enter into any
Applicable Contract or other agreement with a Prospective Client.
6.4. If a Prospective Client fails to respond within five Business Days to initial contact
from the company following an introduction, that introduction shall be deemed null
and void.
6.5. The company shall manage any Applicable Contract as it sees fit in its sole and
absolute discretion including termination or changing any terms of such Applicable
Contract.
6.6. Where the Introduction of a particular Prospective Client to the company results in an
Applicable Contract, the consultant shall not without the prior written consent of the
company during the Minimum Period Introduce the same Prospective Client to any
third-party providing products or services which compete with those provided by the
company.
7. Introduction Time Limits
7.1. The Consultant will have exclusive rights over a prospective client relationship for
three months from the introduction date.
7.2. Within this period no other consultant will be entertained by the company regarding
that specific prospective client.
7.3. At the lapsing of this period, in the event that no applicable contract is signed by the
company, the company reserves the right to engage other consultants or the
prospective client directly in order to establish a relationship.
7.4. The Consultant will cease to have any claim for compensation for introduction after
the lapse of this period.
8. Fees and remuneration of Consultant
8.1. The Consultant shall be entitled to receive remuneration for their services in the
amount of 2% of the net profit made on any successful transaction resulting from the
Consultant’s services. The net profit shall be calculated as the gross revenue generated
from the transaction, less any direct costs and expenses incurred in connection with
the transaction. The remuneration shall be payable within 30 days of the completion
of the transaction.
8.2.
9. Duration of the Consultancy Agreement
9.1. This agreement shall be for one year from the date of signing subject to renewal
thereafter.
9.2. The Agreement may be terminated by either party on such party giving the other at
least a calendar month’s written notice of its intention to terminate.
 9.3. In the event of a party giving notice of termination, such notice shall take effect on
the first business day following the expiry of the notice period.

10. Intellectual Property

10.1. The Parties acknowledge and agree that the Company will hold all intellectual
property rights in any work product resulting from the Consulting Services including,
but not limited to, copyright and trademark rights.
10.2. The Consultant agrees not to claim any such ownership in such work products
intellectual property at any time prior to or after the completion and delivery of such
work product to the Client.
11. Non-Disclosure
11.1. The consultant agrees not to disclose any confidential information which may come
within its knowledge during the life of this Agreement, provided that the above
restriction shall not apply to disclosures required by law, or any reasonable
disclosures required during the course of the consultants’ duties.
11.2. Notwithstanding the cancellation or termination of this agreement for any reason the
undertakings given in terms of this section shall remain effective in perpetuity, unless
and until the Confidential Information becomes public knowledge, thereby losing the
confidentiality thereof.

12. Exclusivity
12.1. This Consultancy is exclusive and the consultant shall not be free to enter into
similar arrangements as contemplated in this agreement in respect to the same
business or opportunities with other companies, institutions and /or organisations
without the prior clearance with the company.
12.2. In the event that the company waives its rights in respect of the previous clause, this
must be agreed upon between the parties and reduced to writing.
13. Assignment
13.1. The consultant may not assign, mortgage, charge or otherwise delegate any of its
rights hereunder, or sub-contract or otherwise delegate any of its obligations
hereunder without the express written consent of the company.
14. Amendments
14.1. This agreement may be amended in writing by mutual consent and negotiation
through the exchange of notes between the Parties.
15. Compliance
15.1. Each party shall at its own expense comply with all laws and regulations relating to
its activities under this agreement, as they may change from time to time, and with
any conditions binding on it in any applicable licences, registrations, permits and
approvals. Without limitation to the forgoing, to the extent that either party requires
any authorisation from the regulatory body in connection with the ordinary course of
their business and/or the performance of their obligations under this Agreement then
each party shall be solely responsible for its own such authorisation and compliance.
16. Waiver
16.1. No failure or delay by either party in exercising any of its rights under this
Agreement shall be deemed to be a waiver of that right, and no waiver by either party
of a breach of any provision of this agreement shall be deemed to be a waiver of any
subsequent breach of the same or any other provision.
17. Force Majeure
17.1. In the event of an occurrence of an event of force majeure which shall include, but
not be limited to the following: riots, floods, acts of God, natural disasters and wars,
neither Party shall be held accountable for the problems and costs arising from the
failure to fulfil their obligations under this agreement.
17.2. In the event that force majeure subsists for a period of six (6) months, the contract
shall automatically terminate due to the supervening impossibility of performance.
The Party experiencing an event of force majeure shall give written a notice to the
other Party within fourteen (14) days of such occurrence.
18. Termination
18.1. Either party shall have the right to terminate its obligations under this Agreement as
per the following condition:
18.2. In case of a material breach in any provision listed in the agreement, either party has
the obligation first to notify the other party in writing, asking it to rectify such breach
within 14 calendar days or it will have right to terminate the present agreement.
18.3. In case the defaulting party does not rectify the breach even after being informed in
writing by the other party, the affected party will have right to terminate the
agreement upon 14 days written notice.
18.4. Termination of this Agreement for any reason shall not relieve either party from any
obligations to the other arising from acts done on, or before the effective date of
termination.
18.5. All compensation which has materialized up to the date of termination will become
due and payable.
18.6. At the date of termination of the agreement for any reason the company shall cease
to be liable to pay any fees or remuneration for active contracts to the consultant. This
clause will not affect fees accrued up until that date that will be outstanding.
19. Dispute Resolution
19.1. Should any dispute or difference arise between the Consultant and the Company in
connection with the construction of this Agreement or as to the rights, duties and
obligations of either party hereunder or any matter arising out of or concerning the
same, either party shall be entitled to require by written notice to the other party that
any such dispute or difference shall, if the matter cannot be amicably settled as far as
possible, be submitted to arbitration in terms of this Clause.
19.2. The arbitrator and the venue shall be agreed by all the parties concerned and such
arbitration shall be held as quickly as possible, not later than twenty one (21) days
after it has been demanded.
19.3. Any award made by the arbitrator: -
19.3.1. Shall be final and binding.
19.3.2. Will be carried into effect.
 19.3.3. May be made an order of any court to whose jurisdiction the parties to the
dispute are subject.
20. Severability
20.1. In the event that one or more of the provisions of this Agreement is found to be
unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed
severed from the remainder of this Agreement. The remainder of this Agreement shall
be valid and enforceable.
20.2. The Parties shall negotiate in good faith in order to agree on the terms of a mutually
satisfactory provision to be substituted for the provision found to be void or
unenforceable.
21. Applicable Laws
21.1. This Agreement and any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with it or its subject matter or formation shall
be governed by and construed in accordance with the laws of Zimbabwe
22. Anti-bribery
22.1. The consultant shall comply with the Money Laundering and Proceeds of Crime Act
[Chapter 9:24], the Bank Use Promotion and Suppression of Money Laundering Act
[Chapter24:24] and any other relevant legislation relating to the company’s line of
business .
22.2. The consultant shall promptly report any request or demand for undue financial or
other benefit received by the consultant in connection with the performance of this
agreement.
22.3. The consultant shall promptly report any breach of this clause caused by the
consultant.
22.4. The company may reasonably from time-to-time request supporting evidence of
compliance with this clause.
22.5. The consultant agrees to indemnify the company of any third-party claims, fines or
liabilities arising from the Consultant’s breach of this clause.
23. Notices
23.1. All notices under this Agreement shall be in writing and be deemed duly given if
signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
23.2. Notices shall be deemed to have been duly given:
23.2.1. when delivered, if delivered by courier or other messenger (including
registered mail) during normal business hours of the recipient.
23.2.2. when sent, if transmitted by facsimile or e-mail and a successful transmission
report or return receipt is generated; or
23.2.3. on the fifth Business Day following mailing, if mailed by national ordinary
mail, postage prepaid.
23.3. In each case notices shall be addressed to the most recent address, e-mail address, or
facsimile number notified to the other Party.
24. Domicilium
24.1. Each of the Parties chooses domicilium citandi et executandi ("domicilium") for the
purposes of the giving of any notice, the payment of any sum, the serving of any
process and for any other purpose arising from this agreement as follows –
24.2. For Lincoln Capital (Pvt) Ltd:
First Floor Pearl House
Samora Machel Avenue
Harare.

24.3. For Chiyedza Heri

Harare
25. Signatures
IN WITNESS WHEREOF, each of the Parties has executed this Consulting Agreement, both
Parties by its duly authorized officer, as of the day and year set forth below.

Signed at………………………. on this …….……. of ………………….…………2023

______________________________

SIGNATURE

______________________________

PRINT FULL NAME

(Duly authorised to sign on behalf of

LINCOLN CAPITAL (PRIVATE) LIMITED)
 Signed as witness: 1.

2.

Signed at……………………….…………. on this….……. of…………….……2023

______________________________

SIGNATURE

______________________________

PRINT FULL NAME

 (Duly authorised to sign on behalf of
________________________)

Signed as witness: 1.

2.
26. Annexure 1
KYC documents list
1. Company profile
2. Certificate of incorporation
3. Memorandum and Articles of association
4. List of directors CR14 (CR6)
5. Registered address CR6 (CR5)
6. Confirmation of shareholding structure (CR2)
7. Financial statements - prior financial year
8. Management accounts
9. Copies of Directors’ IDs
10. Tax clearance
11. Operating license/Regulatory License
12. Contracts
13. Cash flow projections
14. 6 months Bank Statement
15. Business plan
16. Application letter
17. Security offered – Title deed (copy)