CONTRACT REFERENCE NO.

:
SELLER’S CODE:

DATE: 2008-17-04

NON-CIRCUMVENTION, NON-DISCLOSURE WORKING AGREEMENT

TERMS ON NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT

(NCNDA)

1. NON-CIRCUMVENTION: The signing principal parties below shall respect the integrity
and tangible value of the contact / compensation structure and shall not in any manner whatsoever,
either at the present time, or at any future time, attempt to circumvent the validity and integrity of the
contact process as initially defined, and as initially acted upon, in any of the transactions either being
entered into or which the respective Parties are desirous of entering into without the specific
authorization of the first Party to do so. In the course of any attempted transactional process, any
contacts introduced by the Party to the other shall be considered the property of the introducing Party.

The initial contact process shall be respected and honored by all Parties at all times, unless otherwise
mutually agreed, and no attempt or hint of circumvention will be permitted by either Party, or its
Agents, Employees, Associates, Attorneys, Transferees, Successors in Title, Assignees, Guarantors, or
any third Party. Each of the Parties below accept and understand that any overt or covert action of
circumvention of the respected process shall constitute a breach of this agreement for which the party
which commits the breach shall be liable in damages and shall be subject to such other legal action as
may apply thereto.

It is further understood that where one Party contravenes the integrity of the initial contact procedure,
the contravening Party shall:
• Indemnify fully all commissions, fees, or monies obtained by contravening Party, directly or
indirectly, to the Party which had been violated.
• The contravening Party shall indemnify and be liable for all legal fees for all Parties, which may
be incurred in the course of the adjudication of said violation.
• Be subject to possible punitive action as awarded by legal process.

2. EXPRESS CONFIDENTIALITY: The signing principal parties mutually recognized that

in the transaction of the business, each may learn from the other (including associates) the identity,
address, telephone, telefax, telex numbers of clients, customers, suppliers, agents, brokers, buyers
(hereafter referred to as “CONFIDENTIAL SOURCES”) of which the other party has acquired by years
of investment time, expense and effort. The signing principal Parties (including the associates, agents,
affiliates or representatives) below shall not disclose to any third Parties (except their Bankers) either
directly or indirectly the fact or nature of their respective professional and business association, or any
transactions (or transactional information) in which both parties are/were/or may be legally involved,
without the prior specific authority of the first Principal Party and that all names, addresses, telephone
numbers, telex / fax numbers or any other medium of contact, or the identity of such contacts of each
respective principal Party shall be considered to be wholly proprietary and confidential, and of tangible
value to the respective Party which has expended time and monies to develop its contact system and
shall be and remain an exclusive property of such party. Under no circumstances, either during or after
the tenure of the formal association of the above parties, shall either Party breach the integrity and
legality of the contact system without first securing full written authority from the other Parties to do so.
Each party agrees that neither such party nor any associated agent, affiliate, or representative of such
party will disclose to any third party any CONFIDENTIAL SOURCE of information of the other party
obtained in the transaction of the subject business.

3. TIME VALIDITY: This Agreement shall become effective immediately from the date of
signing hereof by all Contracting Parties, shall be effective retroactively from the time of initial contact
and shall remain in effect for a period of five (5) years from the date of signing, and will automatically
renew itself thereafter from year to year, unless terminated by mutual, written consent.

4. LEGALITY: This Agreement shall be legally binding on the Parties hereto, their Principles,
Employees, Representatives, Agents, Assignees, and all others associated.
Pg 1 of 5
Sellers Initials 12/12/2007 Buyers
Initials
CONTRACT REFERENCE NO.:
SELLER’S CODE:

DATE: 2008-17-04

5. GOVERNING LAW AND ARBITRATION: The validity, interpretation of performance of

shall be governed and adjudicated in accordance with the laws of the USA without reference to its
conflicts of law rules. In the event of any dispute arising in connection with this Agreement, the Parties
shall negotiate in good faith to reach an agreement. Should the parties fail to reach an agreement, then
such dispute shall be settled under the Rules of Arbitration of the International Chamber of Commerce
before a single neutral arbitrator appointed in accordance with the said Rules. Nothing in the agreement
shall be construed to prevent any Court having jurisdiction from issuing injunctions, attachment orders
or orders for other similar relief in aid of any arbitration. Any arbitral award shall be final and binding
on the Parties, and may be entered in any court of competent jurisdiction
6. FACSIMILE COPIES: Copies of documents transmitted by Facsimile will be regarded
and accepted as original copies and enforceable by Law.
7. SIGNATURES: Signatures on this Agreement received by the way of Facsimile, Mail
and/or Email shall be deemed to be an executed contract.

IRREVOCABLE MASTER FEES PROTECTION DISTRIBUTION & NON-

CIRCUMVENTION-NON-DISCLOSURE AGREEMENT
Signed this on (Date)
COMMODITY -

QUANTITY:

TRANSACTION CODES :
NA

COMMISSION USD $0.00 per Metric Ton

LETTER OF CREDIT NO.: NA

SELLER:

THE UNDERSIGNED DOES HEREBY IRREVOCABLY GUARANTEE WITH FULL CORPORATE AND
PERSONAL RESPONSIBILITY AND AUTHORITY UNDER PENALTY OF PERJURY, TO
PROVIDE COMMISSION DISTRIBUTION FROM xxxxx THROUGH xxxxxx, OF USD $
0.00 (EIGHT USD DOLLARS) PER METRIC TON INCLUDING ALL ROLLS AND
EXTENSIONS THEREOF.

Pg 2 of 5
Sellers Initials 12/12/2007 Buyers
Initials
CONTRACT REFERENCE NO.:
SELLER’S CODE:

DATE: 2008-17-04

BUYER’S INFORMATION AND SIGNATURE

COMMISSION (USD) BY
PRODUCT:
XXXXXXXXX,LLC
USD $ 0.00 (EIGHT U.S.
DOLLARS) PER METRIC
INTERMEDIARY: TON PER MONTH FOR 12
MONTHS

For the benefit of buyer’s, broker’s, and

representatives.
NAME
BANKING INFORMATION:

(please Complete)

ADDRESS AND CONTACT

DETAILS:

(Please complete)

SIGNATURE:
SEAL:
DATE:

Pg 3 of 5
Sellers Initials 12/12/2007 Buyers
Initials
CONTRACT REFERENCE NO.:
SELLER’S CODE:

DATE: 2008-17-04

BUYER’S INFORMATION AND SIGNATURE

XXXXX
COMMISSION
(USD) BY
(insert address)
PRODUCT: HMS
1/2

USD $ 0.00 (EIGHT

INTERMEDIARY: U.S. DOLLARS)
PER METRIC TON
PER MONTH FOR
12 MONTHS

For the benefit of buyer’s, broker’s, and representatives.

NAME XXXXXXXXXXXXX
BANKING INFORMATION:

(insert banking information)

ADDRESS AND CONTACT

DETAILS:

(Please complete)

SIGNATURE:
SEAL:
DATE:

THIS TOTAL COMMISSIONS WILL BE PAID TO THE INTERMEDIARIES NAMED ABOVE FOR THE
ENTIRE TRANSACTION INCLUDING ROLLS AND EXTENSIONS AND SHALL BE PAID BY CASH
WITHOUT PROTEST, DELAY AND DEDUCTIONS.

NON-CIRCUMVENTION AND NON-DISCLOSURE

THE SELLER ABOVE AGREES THAT NON-CIRCUMVENTION AND NON-DISCLOSURE RULES OF

ALL ISSUES FROM THE ICC (400/500) APPLY TO THE HEREIN REFERENCED TRANSACTION FOR A
PERIOD EQUAL TO THE ABOVE MENTIONED CONTRACT PERIOD, FROM THE DATE OF THE
EXECUTION OF THIS NON DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT SIMILAR
OBSERVANCES SHALL APPLY TO ANY OTHER TRANSACTION AS A RESULT OF THE
INTRODUCTION WHETHER IT IS DIRECT OR INDIRECT.

ALL THE ABOVE TERMS AND CONDITIONS AND EXPRESSED COMMISSION FEES PER THE ABOVE
BUYER’S CODE ARE TO INCLUDE EXTENSIONS, ROLLOVERS OR RENEGOTIATED TRANSACTIONS
LEADING TO NEW CONTRACTS BY AND BETWEEN BUYER AND SELLER AND SHALL BE
COVERED UNDER THIS AGREEMENT BETWEEN BUYER AND THE SAID ENTITIES. SO STATED
ABOVE.

THE SAID ENTITIES ARE NOT TO BE HELD LIABLE FOR ANY REASON ASSOCIATED WITH THE
ABOVE TRANSACTION EXCEPT FOR NON-DISCLOSURE AND NON-CIRCUMVENTION VIOLATIONS.
Pg 4 of 5
Sellers Initials 12/12/2007 Buyers
Initials
CONTRACT REFERENCE NO.:
SELLER’S CODE:

DATE: 2008-17-04

***NOTE***:
BUYER: Will not be responsible for any taxes or other duties or banking charges to Beneficiary’s
account. The beneficiary will pay his or her own finance charges, taxes and duties applicable as per
Applicable law.

AGREED TO THE TERMS AND CONDITIONS OF THIS NCND/MFPA AGREEMENT:

Position:
Names

F.I.N.
Principal
Address
Tel Signature & Company Seal:

Fax

Email

Pg 5 of 5
Sellers Initials 12/12/2007 Buyers
Initials