INTERNATIONAL CHAMBER OF COMMERCE NON-CIRCUMVENTION & NON-

DISCLOSURE AGREEMENT FOR ALL COMMODITIES TRADING BUSINESS

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INTERNATIONAL CHAMBER OF COMMERCE NON-CIRCUMVENTION & NON- DISCLOSURE AGREEMENT
FOR ALL COMMODITIES TRADING BUSINESS
ISSUED BY AND BETWEEN:

This CONFIDENTIALITY AGREEMENT (the “Agreement”) is dated as of 13 September , 2023

(the “Effective Date”. 13 September 2023.
Ms.xxxxxxxxxxxxxxxxxMandates Seller”),
, (“Buyer”),xxxxxxxxxxxxxxxxxxxxxxx concerning the Sales Purchase Contract for COMMODITY:
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
CIF : ASWP ,12 MONTHS CONTRACT WITH ROLLS AND EXTENSION
Mandate Seller and Buyer are sometimes individually referred to as a “Party” and collectively
referred to as the “Parties”.For purposes of this Agreement, any affiliates, subsidiaries,
employees, or contractors of each Party shall be deemed a Party hereunder and shall be
subject to the same obligations as the Parties.

Whereas the Undersigned Parties wish to enter into this agreement to define certain parameters
of their future legal obligations, and considering their mutual promise herein and other good and
valuable considerations the receipt of which is acknowledged hereby, the Parties here to
mutually and voluntarily agree as follows:
Mandate Seller and Buyer are sometimes individually referred to as a “Party” and collectively referred to
as the “Parties”. For purposes of this Agreement, any affiliates, subsidiaries, employees, or contractors of
each Party shall be deemed a Party hereunder and shall be subject to the same obligations as the
Parties.

WHEREAS, the Undersigned wish to enter into this Agreement to define certain parameters of the future
legal obligations, are bound by a duty of Confidentiality
With respect to their sources and contacts. This duty is in accordance with the International Chamber of
Commerce Convention (I.C.C. 400/500/600).

WHEREAS, the Undersigned desire to enter into a working business relationship to the mutual and
common benefit of the Parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-
ventures, trading partners, and other associated organizations (herein after referred to as Affiliates).

NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other
good and valuable considerations, the receipts of which is acknowledged hereby, the Parties here to
mutually and voluntarily agree as follows:

I.TERMS AND CONDITIONS:

 INTERNATIONAL CHAMBER OF COMMERCE NON-CIRCUMVENTION & NON-
DISCLOSURE AGREEMENT FOR ALL COMMODITIES TRADING BUSINESS

Note: This confidentiality agreement is signed between the Sales Facilitators and the Purchase
Facilitators. In order to start the intermediation work and thus be able to achieve a negotiation of purchase
and sale of products and / or Commodities, between Seller and Buyer.

ETHICS: (NON-CIRCUMVENTION and NON-DISCLOSURE): Both Parties acknowledge that the harm
to the other Party would be substantial and therefore the Parties agree to abide by the Customary
International Rules of Non-Circumvention and Non-Disclosure as established by the international
Chamber of Commerce in Paris, France, for a period of five (5) years from the date hereof. Said non-
circumvention and non-disclosure shall include, but not be limited to communicating with each other's
banks, Representatives of Parties dealing with Customs, brokers or mandate(s). The understanding and
accord of this subparagraph will survive the termination of this Agreement, therefore:

1. No Circumvention:

(A) The Parties and/or their Affiliates of whatsoever nature shall not, in any manner, solicit and/or
accept any business from sources that have been made available by and through the Parties hereto, nor
in any manner shall access, solicit and/or conduct any transaction with such said sources, without an
specific, previous and written permission of the Party who made such said sources available.
(B) The Parties shall maintain complete confidentiality regarding to each other's business and/or their
Affiliates and shall only disclose knowledge pertaining to these specifically named Parties as permitted by
the concerned Party, unless agreed and granted an expressed written Permission of and by the Party
who made the source available. The Parties shall not in any way whatsoever circumvent each other
and/or attempt such circumvention of each other and / or any of the Parties involved in any of the
transactions the Parties wish to enter and the proprietary information established are not altered.

(C) The Parties and/or their Affiliates of any nature shall use the confidential information only for the
purpose of evaluating the potential transaction. The Parties agree to keep the confidential information in
confidence for the term of the Agreement and one year more from the date of execution.

(D) The Parties shall use their best efforts to keep confidential information confidential and shall not
disclose any of the confidential information to any person and the parties may not make any disclosures
of confidential information to the
representatives of the Parties except those who need to know such information for the purpose to
evaluate the potential transaction and agree to keep such information confidential. The Parties shall not
disclose or permit the unauthorized disclosure of such confidential information, and the Parties shall be
solely and directly responsible to all persons who obtain confidential information from their
representative(s).

(E) The Parties shall not permit such confidential information to be available or accessible, stored
electronically or otherwise, published, distributed, transmitted or delivered in any manner to any person.
Without limitation to these obligations, all confidential information shall be safeguarded with the utmost
care to prevent disclosure and shall, as far as reasonably practicable, be preserved and free from viruses.

(F) The Parties declare and agree that they may not, by alteration of their certificate or bylaws or
bylaws, or by any reorganization, transfer of assets, consolidation, merger, layout, dissolution, issue or
sale of securities, or any other voluntary action, to avoid or seek to avoid the observance or enforcement
of any of the terms of this notice, and at all times in good faith to comply with all the provisions of this note
and to take such measures as may be necessary to protect the rights of the Parties.
 INTERNATIONAL CHAMBER OF COMMERCE NON-CIRCUMVENTION & NON-
DISCLOSURE AGREEMENT FOR ALL COMMODITIES TRADING BUSINESS

(G) In the event of circumvention by any of the undersigned Parties, whether direct and/or indirect,
the circumvented Party shall be entitled to a legal monetary compensation equal to the maximum service
it should realize from such a transaction, plus any and all expenses, including any and all legal fees
incurred in lieu of recovery of such compensation.

2. Non-Disclosure: The Parties shall not disclose any contact revealed by the other Party to any third
parties as they fully recognized such information and contact(s) of the respective Party and shall not enter
into direct and/or indirect offers, negotiations and/or transaction with such contacts revealed by the other
Party who made the contact(s) available.

3. Payments: All considerations, benefits, bonuses, participations, fees, and/or exports profits or
commissions received as a result of the contributions of the Parties to this Agreement and distributed as
mutually agreed between all Parties, concerned specific arrangements for each transaction, shall be
made available and/or submitted to the recipient on the very day due and payable as per each and every
transaction, unless otherwise agreed.
.
4. Term: This agreement is valid for five (5) years from the date of signature, for any and all transactions
between the Parties therein, with renewal to be agreed upon between the signatories. It shall become
effective immediately from the date of signing hereof by all Parties.

5. Arbitration: Applicable Law and Jurisdiction: 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 by one or more arbitrators appointed in accordance with the said
Rules and the parties will be free to define in due time the place of arbitration, the language and the
applicable legislation. If an agreement has not been reached on the country of Arbitration, the Arbitration
will take place in Mercosur, applying the following clause:

5.1. Arbitration: Any divergence that arises between THE PARTIES on the occasion of the conclusion,
execution or liquidation of this Agreement, which cannot be settled amicably, nor through mediation or
conciliation, will be settled by an Arbitration Court, which will be governed by the following rules: Standard
Arbitration Clause: Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance
with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof.

6. Binding Effects: This Agreement shall be legally binding upon the Parties hereto, their respective
heirs, administrators, executors, their successors and assigns for:
a) The non-circumvention damages, i.e., the total commissions, fees, or profits which would have been
due, and;
b) All loss sustained by the non-defaulting Party by reason of such breach, and;

c) All expenses incurred in enforcing any legal remedy rights based upon or arising out of this Agreement.

II. AGREEMENT TO TERMS

 INTERNATIONAL CHAMBER OF COMMERCE NON-CIRCUMVENTION & NON-
DISCLOSURE AGREEMENT FOR ALL COMMODITIES TRADING BUSINESS

7. Facsimile copies: Signature of this Agreement shall be deemed to be an executed agreement

enforceable and admissible for all purposes as may be necessary under the terms of this Agreement.
Signatures on this Agreement received by the way of Facsimile, Whatsapp, Text Messaging, Mail and/or
Email shall be deemed and executed contract.
8. Acknowledgement: All signatories hereto acknowledge that they have read, and each Party fully
understands, the terms and conditions contained in this Agreement and by their initial and signature
hereby unconditionally agree to its terms as of the date noted herein.
9. Purpose: The purpose of this instrument is to establish an internationally recognized Non-
Circumvention Non-Disclosure and Working Agreement between the participating Parties. This and future
transactions shall be conducted under the guidelines of the International Chamber of Commerce.
10. Force Majeure: The Parties hereto shall not be held liable for any failure to perform under the "Force
Majeure" clause as regulated by the International Chamber of Commerce, Paris -- France, which clauses
are deemed to be incorporated herein.
11. Total Agreement: This Agreement supersedes any and all prior Agreements and represents the
entire Agreement between the Parties. No changes, alterations
or substitutions shall be permitted, unless the same shall be previously notified in writing and signed by all
Parties.
12. Partial Invalidity: The illegality, invalidity and non-enforceable provision of this
document according to the laws of any jurisdiction, will not affect its legality, validity or enforceability
under the law of any other jurisdiction or provision.
13. Severability: If any provision of the Agreement is invalid or unenforceable or will be in the future, it
does not affect such invalidity or unenforceability, the validity or enforceability of the other provisions of
this Agreement. In such a case, the Parties shall make every effort to replace such defective provision
with an impeccable provision which, with its purpose, is the closest to the provision replaced. Until the
replacement, the relationship between the Parties to the contract which is not contracted due to the
invalidity of any provision of this Agreement shall be governed by the provisions contained in the
generally binding legal regulations of Brazil.
14. Amendment: This Agreement may be amended or modified only by an instrument in writing duly
executed by the authorized Representatives of the Parties.
15. No Relationship: Parties are independent parties for purposes of this Agreement. The is Agreement
does not establish a franchise, joint venture or partnership, or create any relationship of employer and
employee, or principal and agent between the Parties.
16. Waiver: No failure or delay by a Party in exercising any right, power or privilege under this Agreement
will operate as a waiver of that right, power or privilege, and the single or partial exercise of a right, power
or privilege under this Agreement will not preclude any other or future exercise of that or any other right,
power or privilege.
17. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter hereof and supersedes all prior agreements thereof.
18. Successors and Assigns: Each Party acknowledges that the obligations undertaken by it under the
terms of this Agreement will inure to the benefit of the respective Party and its successors and assignees
and will be binding on each Party and its respective successors and permitted assignees.
19. No Assignment: Neither Party may assign this Agreement nor any of its rights or obligations under
this Agreement, either in whole or in part, except with the previous written consent of the other Party.
20. Severability: If any provision of the Agreement is invalid or unenforceable or will be so in the future,
such invalidity or inapplicability will not affect the validity or enforceability of the others.
This agreement may be signed in one or more counterparts and the Parties agree that facsimile copies of
this Agreement to be considered as a legal original and signatures thereon shall be legal and binding
agreement.
 INTERNATIONAL CHAMBER OF COMMERCE NON-CIRCUMVENTION & NON-
DISCLOSURE AGREEMENT FOR ALL COMMODITIES TRADING BUSINESS

21. Equitable remedies: The Parties acknowledges and agree that the disclosing Party may be
irreparably harmed if any provision of this Agreement is not erformed by the recipient Party or it’s
Representatives in accordance with its terms, and that any such harm may not be compensated
reasonably or adequately in damages. The recipient Party further acknowledges that the disclosing Party
will be entitled to injunctive and other equitable relief to prevent or restrain breaches of any of the
provisions of this Agreement, or to enforce the terms and provisions hereof, by an action instituted in a
court of competent jurisdiction, which remedy or remedies are in addition to any other remedy to which
the disclosing party may be entitled at law or in equity.

III. IN WITNESS WHEREOF

The persons represented hereby declare and guarantee that: 1. Neither they, their
relatives, nor linked or beneficial owners (a) have been, are in, and they have no investigations in
progress, nor have they been syndicated, or convicted of drug trafficking or money laundering, or criminal
acts and 2. Their assets and businesses, as well as that those of their relatives, come from lawful
activities. Likewise, each of the parties undertakes to immediately notify the other of any change to the
situations declared in this clause, informing the measures it will take to mitigate the damages that this
may cause.

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000)adopted by the

United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).

EDT documents shall be subject to European Community Directive N°. 95/46/EEC, as applicable.
Either Party may request a 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.

WE AGREE that the parties to this Agreement may request hard copy (ies) of the official electronic
transmission of this Agreement and related documents. Expenses for the courier and/or mailing of
requested hard copies will be the sole and full financial responsibility of the requesting party.
SPECIAL PROVISIONS THIS
REPLACEMENT OF THE FIGURE OF THE PARTIES
The rights and obligations derived from this agreement / contract, will be transmitted by own decision of
any of the parties or by mortis causa, to the legal heirs of the signatories, as well as of the individuals or
legal entities that they designat
 INTERNATIONAL CHAMBER OF COMMERCE NON-CIRCUMVENTION & NON-
DISCLOSURE AGREEMENT FOR ALL COMMODITIES TRADING BUSINESS

Designation: BUYER
Company Name:
Company Reg No.:
Representative Name:
Personal Doc. Reg:
Signatory Position
Company Address:
E-Mail:
Phone:
Date:

Signature (Passport,
National ID, Personal
Document):

Designation: SELLER AUTHORIZED AGENT

 INTERNATIONAL CHAMBER OF COMMERCE NON-CIRCUMVENTION & NON-
DISCLOSURE AGREEMENT FOR ALL COMMODITIES TRADING BUSINESS

Company Name:
Company Reg No.:
Representative Name:
Personal Doc. Reg:
Signatory Position
Company Address
business address &
home address :

E-Mail:

Phone :
Date:

Signature (Passport,
National ID, Personal
Document):

Designation: Intermediaries
Name:
INTERNATIONAL CHAMBER OF COMMERCE NON-CIRCUMVENTION & NON-
DISCLOSURE AGREEMENT FOR ALL COMMODITIES TRADING BUSINESS

Company Reg No.:

Representative Name:
Personal Doc. Reg:
Signatory Position
Address:

E-Mail:
Phone :
Date:

Signature
(Passport,
National ID,
Personal
Document):
INTERNATIONAL CHAMBER OF COMMERCE NON-CIRCUMVENTION & NON-
DISCLOSURE AGREEMENT FOR ALL COMMODITIES TRADING BUSINESS

END OF DOCUMENT