INTERNATIONAL CHAMBER OF COMMERCE (ICC)

NON CIRCUMVENTION AND NON DISCLOSURE WORKING AGREEMENT

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Whereas, the undersigned parties are mutually desirous of doing business with respect to the
arranging, selling and buying and in cooperation with one another and with third parties for their
mutual benefit. The documents which are going to follow this agreement like letters of intent, full
corporate offers, bank comfort letters, contract terms and conditions, banking details or pre-advised
payment instruments and/or any information contained in such documents will not be passed, under any
circumstance, onto another intermediary or broker or trader or whatever company or private persons
who are not end buyers or end suppliers without prior specific written consent of the party(s) providing
such information.

This agreement is made and entered into on this date, shall obligate the undersigned parties and their
partners, associates, employers, employees, affiliates, subsidiaries, parent companies, any nominees,
representatives, successors, clients and assigns hereinafter referred to as “The Parties” jointly
severally, mutually and reciprocally for the terms and conditions expressly state and agree to below,
and that this agreement may be referenced from time to time in any document(s), or written
agreements, the terms and conditions of this agreement shall apply to any exchange of information
written or oral involving financial information, personal or corporate names, contracts initiate by or
involving the parties and any addition, renewal, extension, rollover amendment, renegotiations or new
agreement hereinafter referred to as “The Transaction” (Project/Transaction) for the purchase of all
commodities, products, Equipment.

NOW, THEREFORE IT IS AGREED

AGREEMENT NOT TO DEAL WITHOUT CONSENT

The intending parties hereby legally, and irrevocably bind themselves into guarantee to each other that
they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass
or obviate each other’s interest or the interest or relationship between “The Parties” with procedures,
seller, buyers, brokers, dealers, distributors, refiners, shippers, financial instructions, technology owners
or manufacturers, to change, increase or avoid directly or indirectly payments of established or to be
established fees, commissions, or continuance of pre-established relationship or intervene in un-
contracted relationships with manufacturers or technology owners with intermediaries entrepreneurs,

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 INTERNATIONAL CHAMBER OF COMMERCE (ICC)
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legal counsel or initiate buy/sell relationship or transactional relationship that by-passes one of “The
Parties” to one another in connection with any ongoing and future transaction or project.

AGREEMENT NOT TO DISCLOSE

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“ he Parties” irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly to
a third party any confidential information provided by one party to the other or otherwise acquired,
particularly contract terms, product information or manufacturing processes, prices, fees, financial
agreement, schedules and information concerning the identity of the sellers, producers, buyers, lenders,
borrowers, brokers, distributors, refiners, manufacturers, technology owners, or their representative and
specifically individuals names, addresses, principals, or telex/fax/telephone numbers, references
product or technology information and/or other information advised by one party(s) to be one another
as being confidential or privileged without prior specific written consent of the party(s) providing such
information.

AGREEMENT TO HONOR COMMISSIONS

Commissions, fees, compensation or remuneration to be paid as part of transaction covering “The
Parties” to this agreement, shall be agreed upon by separate written agreement by “The Parties”
concerned and shall be paid at the time such contract designated, concluded or monies changing hands
between buyers and sellers, unless otherwise agreed among “The Parties”.
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“ he Parties” hereby irrevocably and unconditionally agree and guarantee to honor and respect all
such fees and remuneration, arrangements made as part of a commission transaction even in the event
that “The Parties” are not an integral member to a specific commission and fee, remuneration
agreement.

AGREEMENT TO INFORM
In specific deals where one of “The Parties” acting as an agent allows the buyers or buyer’s mandate,
and the seller to deal directly with one another, the agent shall be informed of the development of the

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transactions by receiving copies of the correspondence made between the buyer or buyer’s mandate and
the seller.

TERM

This agreement shall be valid for five (5) years commencing from the date of this agreement.
This agreement has an option to renew for a further period of five (5) years subject to and upon the
terms and conditions agreed between both parties.
This agreement shall apply to:
 All transactions originated during the term of this agreement.
 All subsequent transactions that are follow up, repeat, extended or renegotiated transactions of
transactions originated during the term of this agreement.

ARBITRATION
All disputes arising out of or in connection with the present contract shall be finally settled under the
rules of arbitration of the “International Chamber of Commerce (ICC)” by one or more “Arbitrators”
appointed in accordance with the said rules.

Every award shall be binding on “The Parties” and enforceable at law.

By submitting the dispute to arbitration under these rules, “The Parties” undertake to carry out any
award without delay and shall be deemed to have waived their right to any form of recourse insofar as
such waiver can validly be made.

Each of “The Parties” subject to the declared breach shall be responsible for their own legal expenses
until an award is given or settlement is reached, provided however, “That Party” found in default by
“The Arbitrator(s)” shall compensate in full the aggrieved party its heirs, assignees and/or designs for
the total remuneration received as a result of business conducted with “The Parties” covered by this

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agreement, plus all its arbitration costs, legal expenses and other charges and damages deemed fair by
“The Arbitrator(s)” for bank, lending institutions, corporations, organizations, individuals, lenders, or
borrowers, buyers or sellers that were introduced by the named party, notwithstanding any other
provisions of the award.

FORCE MAJOR

A party shall not be considered or adjudged to be in violation of this agreement when the violation is
due to circumstances beyond its control, including but not limited to act of God, civil disturbances and
theft or appropriation of the privileged information or contract(s) without the intervention or assistance
of one or more of “The Parties”.

ENTITIES OWNED OR CONTROLLED

This agreement shall be binding upon all entities owned or controlled by a party and upon the
principal(s), employee(s), assignee(s), family and heirs of each party.

Neither party shall have the right to assign this agreement without the express written consent of the
other.

AGREEMENT NOT TO CIRCUMVENT

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“ he Parties” agree not to circumvent or attempt to circumvent this agreement in an effort to gain
fees, commissions, remunerations or considerations to the benefit of the one or more if “The parties”
while excluding other or agree to benefit to any other party.

NOT PARTNERSHIP AGREEMENT

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This agreement in no way shall be construed as being an agreement of partnership and none of “The
Parties” shall have any claim against any separate dealing, venture or assets of any other party or shall
any party be liable for any other.

TRANSMISSION OF THIS AGREEMENT

The transmission of this agreement through Yahoo Messenger, MSN Messenger or any similar
programs, telefax or e-mail shall be legal and binding.

AGREED AND ATTESTED

Each representative signs below guarantees that he/she is duly empowered by his/her respectively
named company to enter into and be bound by the commitments and obligations contained herein either
as individual, corporate body or on behalf of a corporate body.

Accepted and Agreed: On this, 15 May in the Year of 2019

______________________________________ ______________________________________
Signature Signature
Mr.XXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Represented By : Mr. XXXXXXXXX
Holder of Pass No. : XXXXXXXXXX Holder of Pass No. : XXXXXXXXX
Represented By : Mr. XXXXXXXXX
Holder of Pass No. : XXXXXXXXX
Address : XXXXXXXXXXXXXXXXXXXXXX .

Date : 10/21/2019
Passport Copy of the Client :

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 INTERNATIONAL CHAMBER OF COMMERCE (ICC)
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Mr.XXXXXX , Pass No. : XXXXXX

Passport Copy of the Firm :

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Mr. XXXXX , Pass No. : XXXXXX

Mr. XXXXXX , Pass No. : XXXXXX

LOAN Terms & Conditions BY & BETWEEN

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XXXXX
AS A LENDER

XXXXX
AS A BORROWER

This Loan Agreement (the “Agreement”) is entered into

____________________

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 INTERNATIONAL CHAMBER OF COMMERCE (ICC)
NON CIRCUMVENTION AND NON DISCLOSURE WORKING AGREEMENT
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(the “Effective Date”), by and between ________________________, with an

address of _____________________________ (the “Lender”) and
_________________, with an address of
_______________________________, (the “Borrower”), collectively “the
Parties.”

WHEREAS, Borrower desires to borrow a fixed amount of money; and

WHEREAS, Lender agrees to lend a fixed amount of money;
IN CONSIDERATION of, the mutual promises, covenants, and conditions
contained herein, the Parties agree as follows:

1. Loan Amount. The Parties agree Lender will loan Borrower

€_____________________ (the “Loan”).

2. Interest Rate. The Parties agree the Interest Rate for this loan shall be
____% to be accrued monthly / seasonal / year .

3. Loan Term. This Loan shall be for a period of ____ years/months.

4. Repayment. The Parties agree Borrower shall pay Lender €_________

per month/seasonal/year on the ___ day of each month / seanonal / year .
Payment shall be applied as follows:

Principal Loan Amount €_________

Interest €_________

5. Late Payments. Payment shall be considered late if received by

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 INTERNATIONAL CHAMBER OF COMMERCE (ICC)
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Lender ___ days after its due date. Lender will have the option to charge a late
fee of _____%.

6. Default. If Borrower defaults on its payments and fails to cure said default
within a reasonable amount of time, Lender will have the option to declare the
entire remaining amount of Principal and any accrued Interest immediately due
and payable.
7. Prepayment. Borrower will not be penalized for early payment.

“LENDER”
Signed: _____________________________________
By: ________________________________________
Date: _______________________________________

“BORROWER”
Signed: _____________________________________
By: ________________________________________
Date: ______________________________________

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