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INTERNATIONAL CHAMBER OF COMMERCE ( I.C.C.

I.C.C. 400 / 500 / 600/2000)
NON-CIRCUMVENTION, NON DISCLOSURE
& WORKING AGREEMENT
SELLER NAME:

SELLER CODE:
BUYER NAME:
BUYER REP CODE:
CONTRACT NUMBER:
LOI/ICPO REF. NO.:

This “agreement” incorporates by reference the standards of the International Chamber of

Commerce (ICC), Paris, France, on Non-Disclosure, Non-Circumvention and Working
Agreements – including Privacy, confidentiality and Cooperation. It shall bind each signatory
(“Party”) for one time after execution regardless of the success of any specific transaction, and
shall automatically extend to a new term of one time from the start of any roll, extension, renewal
or additional transaction between the principals. To achieve the mutual benefits of cooperation,
each party understand that;

WHEREAS, each Party recognizes the valuable propriety rights which each has established, and
that it is in the best interests of each to protect and preserve such rights as have been attained,
maintained, developed, serviced and accomplished by each prior to this Agreement, and;

WHEREAS, the President of the United States, in signing HR 3723 on October 11, 1996, has
authorized this Agreement by giving corporations the right to declare their contracts, clients,
internal procedures and information and the transactions they engage in as corporate of trade
secrets fully protected under the economic and industrial espionage laws of the U.S.A and the
Internal Economic Community.

Therefore, each Party signing this Agreement agrees to abide by the following terms and
conditions:

Each party agrees to not circumvent any other Party, e.g., to avoid proper payment of fees or
returns to a Party or exclude a Party from proper participation, even for a rational reason (to
facilitate a deal or to avoid losing a deal). Each Party agrees to not contact, or attempt to
contact, directly or indirectly, any “Confidential Contact” of any other party, or use any
“Confidential Information” provided by any other Party, or disclose any of said information to
anyone or entity, without a real need and the consent of said other Party for each such contact,
use or disclosure, and then only after an agreement on fees. Each party agrees to keep private –
and protect from leaks into the public domain – any and all privileged and other Confidential
Information concerning any of the Parties or their activities. Each party agrees to be responsible
for compliance with the paragraph by any “Sub-Party” (partner, subsidiary, agent, employee,
etc.) of his or hers who has not signed this Agreement.
Each Party hereby agrees that the terms and conditions of this Agreement shall be binding upon
and enforceable by his or her heirs, executors, administrators, trustees, or permanent mental or
physical incapacity,

All documents and information provided by each principal Party shall be true and accurate
representations of facts.

NCND Agreement & Fee’s Protection

Each principal Party agrees to indemnify and hold harmless all other Parties and their
transactions, Intermediaries, financial sponsors, lenders, insurance companies, guarantors,
borrowers, principals, clients, joint venture partners, stock share owners, business
associates, officers, employees and assigned against all claims, demands, liabilities, causes
or actions and expenses, including attorney fees and court costs incurred, relating to,
arising out of or in connection with that Party’s negligence, omission, misrepresentation,
malfeasance, fraud, breach of contract, default, willful misconduct, bad faith or violation of any
city, state, country, province, federal or international law, regulation, ordinance or stature.

Each Party holding a Confidential Information document owned by another Party agrees to
promptly comply with a request by the owning Party to return or destroy the document and
agrees to not retain any part of it in any form or in any medium (computer or fax file, etc.) – and
the owning Party shall be the final authority on the use and disclosure of said information and
its removal from all media.

Parties violating this Agreement shall be liable for payment to the non-violating Parties all gains
from the violation plus liquidated damages plus any additional amount required by a Settlement.
Any Party injured by a violation shall be entitled to compensation of at least the scheduled
amount from each transaction involving the violating Party plus all costs and any liquidated
damages agreed to or awarded. In any processing under this Agreement, each injured Party
shall be entitled to reasonable attorneys fees in addition to any other entitled relief. If any Party
violates this Agreement, each Party shall be entitled to injunctive relief to restrain the violations.
A waiver by a Party of a violation by a Party shall not change this Agreement or be construed as
a waiver of any subsequent violation and shall not affect the rights or remedies of the Parties. If
any part of this Agreement is found to be invalid or unenforceable, the remainder shall continue
in full force and effect.

This Agreement shall be construed and enforced under the applicable laws and regulations of
the Country and State where the respective Parties reside and the rules and regulations of the
ICC. Each Party agrees to participate in good faith negotiations toward resolution of any dispute,
claim, controversy or other matter. Each Party agrees that if a master is not resolved within 30
calendar days by the Parties themselves, it shall be submitted for settlement by binding
arbitration in accordance with the Non-Circumvention & Non-Disclosure and Working Agreement
rules and regulations of the ICC. The arbitration will comply with and be governed by the
Reconciliation and Arbitration rules of the ICC for complex arbitration, in a venue - chosen by
the plaintiff Party - where the ICC maintains a division for hearing complex arbitration.

This Agreement is subject to the Economic and Industrial Espionage Law of the International
Economic Community. Any disclosure not authorized herein or under applicable law of the
names, identifies, bank coordinates or other key information regarding such transactions, or any
of the details thereof, may be deemed to be a felony making the violator subject to Criminal
Prosecution.

Each Party affirms that he or she reads the English Language and understands the wording and
content of this Agreement, and hereby represents and warrants that he or she or it has the full
legal, Corporate, Trust and/or Individual authority necessary to enter into this Agreement, and is
doing so with the intent to be legally bound hereby and to bind any involved entity via the
applicable Corporate or Trust resolution, and that every Party hereto or any other interested
party or entity may rely upon the representations in this paragraph without inquiring further
proof, unless requested. Each Party warrants that there is no legal suit, action, investigation,
arbitration, or legal, administrative or other proceeding pending or threatened against him or her
as a Party which would affect his or her ability to perform his or her obligations under this
Agreement. Each Party affirms to be an independent contractor relative to each other Party and
not an agent or employee of any other Party nor connected to any entity for monitoring,
NCND Agreement & Fee’s Protection
regulating, compliance or a related function.

Contributed to the successful conclusion of the described transaction and in doing so are
entitled to an apportioned of commissions set aside within the transaction.

This document is signed and accepted by parties named below as to be included in the main
Contract.

3. ACCEPTED AND AGREED WITHOUT CHANGE

# Electronic signature is valid and accepted as hand signature #

SELLER: BUYER:

Printed Name: Printed Name:

Company: Company:
Address: Address:
e-mail: e-mail:
Passport No.: Passport No.:
Designation: Designation:

Date & Time: Date & Time:

Sign / Seal : Sign / Seal:

SELLER INTERMEDIARY: BUYER MANDATE:

Printed Name: Printed Name:

Company:
Company:
Address:
Address:
e-mail:
Passport No: e-mail:
Designation:
Passport No.:
Date:
Designation: Director
Sign/Seal:
Date:
Sign/Seal:

NCND Agreement & Fee’s Protection

4. ACCEPTED AND AGREED WITHOUT CHANGE
# Electronic signature is valid and accepted as hand signature #

BUYER INTERMEDIARY: BUYER INTERMEDIARY:

Printed Name: Printed Name:

Company: Company:
Address: Address:
Passport No.: e-mail :
Designation: Passport No. :
Date & Time: 7th Aug 2009 Designation :
Sign / Seal : Date :
Sign/Seal:

BUYER INTERMEDIARY: BUYER INTERMEDIARY:

Printed Name: Simon Printed Name:

Company: Company:
Address: e-mail: Address:
Passport No.: e-mail:
Designation: Passport No.:
Date: Designation:
Sign/Seal: Date:
Sign/Seal:

EDT ( Electronic document transmissions )

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract. As applicable, this agreement shall be:-
1- Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’
or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures
(2001) and
2- ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the
United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
3- EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable.
Either Party may request hard copy of any document that has been previously transmitted by
electronic means provided however, that any such request shall in no manner delay the parties from
performing their respective obligations and duties under EDT instruments.

NCND Agreement & Fee’s Protection

 Agreement Irrevocable Master Fee Protection
“considered as an integral part of this contract“

CONTRACT NO
COMMODITY
ORIGIN

CONTRACT QTY
CONTRACT PERIOD
TERM
SELLER’S NAME
REPRESENTED BY
BUYER’S NAME
REPRESENTED BY

We the undersigned herewith referred as the seller under penalty of perjury do hereby irrevocably
confirm and irrevocably accept to pay all intermediaries and fee holders at the same time and in a manner as the
seller is being paid for each and every transaction of this contract up to the completion of the contract plus
rollovers and extensions and in accordance with the bank details to be specified in the hard copies of this contract.
We, the Seller, irrevocably confirm that we will order and direct our bank to endorse automatic payment
orders to the beneficiaries named below; furthermore, we, the seller, confirm that all pay orders shall automatically
transfer funds as directed into each beneficiaries designated bank account same day the date of closing and
completion of each and every shipment of the product during the contract term plus any/or extensions and rollover
of the specified contract.
For the purpose of clarity, we confirm that the closing and completion of each and every shipment shall be
deemed to take place when the letter of credit issued by the buyer has been drawn down at the counters of the
issuing bank.
We, the Seller, agrees to provide all beneficiaries with written evidence of the pay orders lodged with our
bank together with acknowledgements of their acceptance.
Furthermore, our bank shall be instructed to provide duly signed and stamped acknowledgement of this instruction
as set out in the annex Forming part of this agreement. It is understood that for the purposes of this Master Fee
Protection Agreement, our bank shall be the same bank and this MFPA acts as an integral part of it.

We the undersigned being Seller or the Sellers named legally authorized representative as stated within
the signed and legally binding main transaction, contract unconditionally agree and undertake to approve and
originate all payments in USD currency to all beneficiaries named below as their rightful and payable
commissions. This agreement also acts as a record confirming the commission amounts for each named
beneficiary as set out below:-

TOTAL COMMISSION SHALL BE PAID BY THE BUYER AS FOLLOWS:-

The amount of of delivered product to be Transferred into His Account

TERM & CONDITIONS
This master fee protection agreement covers the initial contract and shall include any renewals,
extensions, rollovers, additions or any new or transfer contract any how originated from this transaction because of
the above intermediaries or changing codes of the initial contract entered into between the buyer and seller.
This master fee protection agreement and any subsequently issued pay orders shall be assignable,
transferable and divisible and shall not be amended without the express written and notarized consent of the
receiving beneficiary. All parties agree neither to circumvent nor to attempt circumvent either for the transaction of
this current contract or in the future for a period of five (5) years from the date of the execution of this fee
protection agreement. This document binds all parties, their employees, associates, transferees and assignees or
designees.
All faxed and/or e-mailed signatures shall be considered as original signatures for the purpose of binding
all parties to this agreement. This document may be signed and in any number of counterparts all of which shall be
taken together and shall constitute as being one and the same instrument.

NCND Agreement & Fee’s Protection

 Any party may enter into this document and the agreement constituted thereby by signing any counterpart
any time, date or period mentioned in any provision of this document shall only be amended by agreement in
writing and signed off by all parties concerned.
Furthermore, we agree that any and all commissions due shall be paid to the beneficiary as a result of any
extension or rolls of the contract and that we shall effect all necessary documentation with our bank without any
undue delays to ensure such commissions and paid within the terms of the agreement.

PARTIAL INVALIDITY:
The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall not
affect its illegality, validity or enforceability under the law of any other jurisdiction or provision.

GOVERNING LAW AND JURISDICTION:

This document shall be governed and construed in accordance with current English or I.C.C 400/500/600/2000
signed between partners NCND laws.

ARBITRATION:
All parties agree to refer any disputes between the parties arising out of or in connection with this agreement
including any questions regarding its existence, validity or termination to arbitration rules of the international
arbitration centre (I.A.C). The appointed arbitrator shall hold the proceedings in any country chosen by the parties
and the rules of the IAC shall apply.
This document is signed and accepted by parties named below as to be included in the main contract.

Acceptance by:
PARTICULAR’S BUYER
Company Name
Represented by
Title
Passport No
Nationality

Signature & Seal

Date
Bank Name
Bank Address
Account No.
Account Name
SWIFT
Bank Officer
Phone & Fax No.

NCND Agreement & Fee’s Protection

 BUYERS SIDE BENEFICIARY

INTERMEDIARY GROUP PAYMASTER ( with sub fee agreement separately)

Beneficiary Name
Passport No. or ID
Bank Name
Bank Address
Account No.
Account Name
SWIFT
Bank Officer
Bank Telephone /Fax

INTERMEDIARY GROUP 2

Beneficiary Name
Passport No. or ID
Bank Name
Bank Address
Account No.
Account Name
SWIFT
Bank Officer
Bank Telephone /Fax

NCND Agreement & Fee’s Protection

 NOTE: ALL BANK CHARGES ARE TO BE BORNE BY ACCOUNT BENEFICIARY

NOTARY PUBLIC

ON THIS DAY OF __________ 2009

BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY
APPEARED ......................................, TO ME KNOWN TO BE THE INDIVIDUAL DESCRIBED
IN AND WHO EXECUTED THE FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT
HE EXECUTED THE SAME AS HIS FREE ACT AND DEED

NOTARY PUBLIC [SEAL]

NCND Agreement & Fee’s Protection