CONFIDENTIAL NON-DISCLOSURE AND MUTUAL NON-DISCLOSURE AND EXPRESS

RECOGNITION OF INTERMEDIARY FEES AGREEMENT

This CONFIDENTIAL NON-DISCLOSURE AND MUTUAL NON-DISCLOSURE AND EXPRESS RECOGNITION OF INTERMEDIARY
FEES AGREEMENT (the "Agreement") is made and entered into as of (the "EffecEve Date"), by and
between the undersigned Par9es, references to whom may also be interchangeably referred to as a "Disclosing Party" and/or
a "Receiving Party" (collec9vely hereina>er referred to as the "ParEes").

WHEREAS, mutual cooperation is intended to assist all Parties to achieve their objectives.
WHEREAS, it is the desire of the Parties to disclose, or cause to be disclosed on behalf of the undersigned, to the other Party,
certain "Confidential Information" to be defined below.
WHEREAS, this Agreement shall extend to the persons named below and any entity to which either Party is affiliated,
including their permanent assigns, successors, subsidiaries, sister companies and associated partners and employees. This
does not exempt any governmental agency that may be involved in transactions and is part of the Purpose defined below.
WHEREAS, the Parties desire to provide mutual assurances to each other that, in disclosing certain information, including, but
not limited to, contacts, sources, purchasers, sellers and intermediaries that may be disclosed in the course of
communications and negotiations that will take place between each respective Party, that such information will not be
disclosed without the express written consent of the other Party.
1. Purpose. The Parties desire to enter into discussions and conclude a business opportunity of mutual interest
including, but not limited to, mutual business interests in trading, buying, selling and brokering the sale and
purchase of goods ("Purpose") and in connection with this Purpose, each Party may disclose to the other certain
confidential technical, financial, business opportunities, through suppliers, wholesalers, carriers, vendors, buyers,
customers and other relevant and related information which the Receiving Party agrees to treat as confidential. The
Parties operate in the Trading and Brokerage, Transportation and Logistics market as independent service providers,
owners, business developers, promoters, financiers, commission brokers, independent consultants and, from time to
time, one or more of the Parties may operate under various titles or labels; such as facilitator, reseller, mandated
seller, authorized representative, authorized consultant, introducing party, finder, intermediary or broker and entities
which may signify or imply these labels and the responsibilities inherent in such titles.
2. Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean any non-public
information, technical data or know-how (whether in oral, written, graphic or machine-readable form) of a Party
disclosing such information (the "Disclosing Party" ), and all copies thereof, including, without limitation, (i)
marketing strategies, plans, financial information, product sourcing information, origins, quality control reports,
tests, shipments, bill of lading documents, TDS and Ullage. report relating to shipments, Traders, Suppliers, Vendors,
Sellers, Resellers, Supplier or Vendor Mandates, Operations, Sales and Supply performance results relating to the
past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans
and information on/for products or services, and customer or supplier lists; (iii) any scientific or technical
information relating to the products being marketed/sold/supplied, other information relating to commodity trading
and trade secrets; and (iv) any information relating to the products being marketed/sold/supplied, other information
relating to the trading of commodities and trade secrets; and (v) any other information that reasonably should be
recognized as confidential information of the disclosing party relating to suppliers and distributors of the
Commodities and Goods under consideration. Confidential Information need not be novel, unique, proprietary,
copyrightable or constitute a trade secret to be designated as Confidential Information for the purposes of this
Agreement.
3. Non-disclosure of confidential information.
a. In General. All Confidential Information disclosed to the Receiving Party shall be used solely for the Purpose
and for no other purpose. The Receiving Party agrees that it shall take reasonable steps to protect the
secrecy and prevent the disclosure of Confidential Information of the Disclosing Party and shall treat the
Confidential Information of the Disclosing Party with the same degree of care that it accords to its own
Confidential Information of the same type. but in no event less than a reasonable degree of care. The
Receiving Party shall not disclose or make available any Confidential Information of the Disclosing Party to
third parties, other than directors, officers, employees, consultants, advisors, agents and contractors of the

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Receiving Party when necessary, and only if such directors, officers, employees, consultants, advisors,
agents and contractors have executed appropriate written agreements with the Receiving Party sufficient to
enable the Receiving Party to enforce all provisions of this Agreement. In addition, the Receiving Party shall
not make any copies of the Disclosing Party's Confidential Information except as necessary for the Purpose.
b. Exceptions. Notwithstanding the foregoing, the Receiving Party shall have no liability to the Disclosing Party
with respect to any Confidential Information that the Receiving Party can prove:
i. At the time of disclosure, it is available to the general public;
ii. At a later date, it becomes available to the general public through no fault of the Receiving Party,
and only after such later date;
iii. Is in its possession prior to its receipt without any obligation of confidentiality;
iv. Is disclosed to the Receiving Party without restriction on disclosure by a third party who had a legal
right to disclose such information;
v. Is independently developed by the Receiving Party without the use of any Confidential
Information; or
vi. Is disclosed pursuant to the order or requirement of a court, administrative agency or other
governmental body; provided, however, that the Receiving Party shall promptly notify the
Disclosing Party of such court order or requirement to enable the Disclosing Party to seek a
protective order or otherwise prevent or restrict such disclosure.
4. Non-Use and Non-Disclosure. The Parties agree to use any Confidential Information solely for the Purpose. Each
party agrees to limit disclosures of Confidential Information of the other party to those employees or agents of the
receiving party who must have the information to evaluate or participate in discussions about the Purpose. Each
party agrees that it will not disclose any Confidential Information to any third party without the express written
consent of the Disclosing Party. Neither party shall reverse engineer, disassemble or compile the other party's
Confidential Information or any of the prototypes, software or other tangible objects that incorporate the other
party's Confidential Information and are provided to the party hereunder.
5. Non-Circumvention.
a. Each Party agrees that neither it nor any of its affiliates, agents, employees, successors in interest or assigns,
during the term of this Agreement and for a period of five (5) years after termination of this Agreement,
will engage in Circumvention Conduct without the prior written consent of the other Party, which consent
the other Party may withhold in its sole discretion. "Circumvention Conduct" means, (1) attempting to deal
directly or indirectly in any way with any of the Contact Persons or other persons or companies connected
with the Purpose, including by having any part in or obtaining any benefit from the Purpose or any aspect
thereof, (2) circumvent, avoid, circumvent or attempt to circumvent the other party in connection with the
Purpose, including by using any of the Confidential Information or by exploiting or obtaining any benefit
from the Confidential Information.
b. The Parties shall not solicit or accept any business in any manner, from sources or their respective
Associated Parties, whose sources were made available through this Agreement, without the express
written permission of the Party that made the source available. Each Party agrees not to contact, transact or
become involved directly or indirectly with any corporation, partnership, proprietorship, trust, individual or
other entities submitted by either Party without the specific written permission of the submitting Party.
Each Party agrees not to directly or indirectly circumvent, avoid, or circumvent the other Party with respect
to renewals, corporations, partnerships, estates, trusts or other entities introduced by either Party.
c. The Parties shall not disclose any names, addresses, e-mail addresses, telephone, facsimile or telex numbers
(defined as "Contacts") to any third party, as each Party acknowledges that such information is the exclusive
property of the providing Party, and each Party promises to the other Party, that it will not engage in any
direct negotiations or transactions with such Contacts that were disclosed by one Party to the other Party.

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In the event that communications occur as part of any transaction, the Parties shall include the Disclosing
Party in such communication. If the communication is by e-mail, the Disclosing Party shall receive a copy or
blind copy of the e-mail. If the communication is via postal mail with a copy to the Disclosing Party.
Communications via telephone shall include the Disclosing Party. The Parties shall have the right to access
and review any and all communications between such Party and the Disclosing Party.
d. The Parties to this Agreement confirm that, unless written permission has been obtained from the other
Party, no circumvention loophole is created if the information is obtained from a natural or legal person, or
through the use of any third party or structure designed to circumvent the other party.
e. Regardless of the label, title or structure designed by a Party; including, without limitation, with Associated
Parties that a Party or another Party may adopt to conduct a "discovered" transaction outside of this
Agreement; for example, when circumstances or opportunities arise where the Parties create, originate or
participate in a contemporaneous or subsequent business transaction that occurs after the effective date of
this Agreement and if such transaction occurs through the use of the other Party's proprietary information,
contacts, or its confidential materials; whether oral or written, the other Party shall have breached or
otherwise violated this Agreement.
f. The Parties agree that in the event of circumvention of this Agreement by either Party, directly or indirectly,
the circumvented Party or Parties shall be entitled to seek a lawful monetary award equal to the maximum
participation or service such Party or Parties would otherwise have benefited from such circumvented
transaction or transactions (i.e., fee, commission amount), if any; plus any and all expenses; including,
without limitation, all legal costs and expenses incurred to recover lost revenues or circumvented profits.
The signatories to this Agreement agree that the BUYER is responsible for paying commissions to
Intermediaries and brokers. However; the parties will not attempt to circumvent the other with malicious
intent and agree to work in an honorable manner.
g. During the Term, both parties agree not to circumvent or attempt to circumvent, with respect to any rights,
opportunities, contracts, agreements or business contacts, including but not limited to manufacturers,
suppliers, vendors, sources, distributors or other parties, disclosed or introduced by either party in
connection with the Purpose. The parties also agree not to use a third party to circumvent this clause and
Section 5 of this agreement.
6. Maintenance of Confidentiality. Each party agrees that it will take reasonable steps to protect the secrecy and
prevent unauthorized disclosure and use of the other party's Confidential Information. Without limiting the
foregoing, each party shall take at least such measures as it takes to protect its own most highly confidential
information and shall ensure that its employees and agents who have access to the other party's Confidential
Information have signed a non-use and non-disclosure agreement similar in content to the provisions hereof prior to
any disclosure of Confidential Information to such third parties. Neither party may make copies of the other party's
Confidential Information unless previously approved in writing by the other party. Each party shall reproduce the
other party's proprietary rights notices on any such approved copies in the same manner as such notices were set
forth in the original.
7. No Incentive or Undertaking. The Confidential Information provided to the Receiving Party does not represent or
purport to represent an inducement on the part of the Disclosing Party or a commitment on the part of the
Disclosing Party to enter into any business relationship with the Receiving Party or any other entity. If the parties
wish to pursue business opportunities, they shall enter into a separate written agreement to govern such business
relationship.
8. Return of Materials. All documents and other tangible objects containing or representing Confidential Information
that have been disclosed by either party to the other party and all copies thereof in the possession of the other
party shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party
upon written request of the Disclosing Party or upon expiration of the term or termination of this Agreement.

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9. No License or Warranty. All rights and interests in the Confidential Information shall remain in the Disclosing Party or
its licensors. Except as expressly set forth in this Agreement, no license under any patent, copyright, trademark or
trade secret mask rights or other proprietary rights is granted or conveyed by the Disclosing Party's transmission of
its Confidential Information or other information to the Receiving Party under this Agreement. The Receiving Party
shall use all information received in a secure and prudent manner and is responsible for any risk or loss arising from
the use of such information. The Receiving Party agrees that the Disclosing Party shall have no liability resulting from
the use of the Disclosing Party's Confidential Information or any other information.
THE INFORMATION IS PROVIDED "AS IS" AND THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING, BUT NOT LIMITED TO, A WARRANTY AGAINST
INFRINGEMENT, ACCURACY OR COMPLETENESS.
10. Term. This Agreement covers the disclosure of all Confidential Information for a period of five (5) years from the
Effective Date. Upon expiration of the term or termination of this Agreement, the obligations of each party shall
survive with respect to the other party's Confidential Information disclosed hereunder until such time as the
respective Confidential Information is made public and generally available without action or inaction by the receiving
party or until five (5) years after the date of initial disclosure of such Confidential Information to the receiving party
hereunder, whichever is later (such period, the "Confidentiality Period"). For the avoidance of doubt, upon
expiration of the term or termination of this Agreement, each party's obligation to keep the other party's
Confidential Information confidential during the Confidentiality Period shall apply even in the event that a party is
acquired or merged by or into a third party, and such third party shall be entitled to enforce this obligation as a third
party beneficiary.
11. Damages.
a. Acknowledgment of Irreparable Damage: The parties acknowledge and agree that any claim for breach of
any provision of this Agreement, if established, may result in irreparable harm to such claimant (any such
claim, an "Equitable Remedy Claim").
b. Settlement of Equitable Compensation Claim Actions: In any proceeding in which a party asserts a claim
for equitable relief, the party defending against such claim hereby:
i. Waiver of the claim or defense that the claimant has an adequate remedy at law;
ii. Agrees that a claimant making a Claim for equitable relief shall not be required to post any bond or
security; and
iii. Agrees that, in addition to, and not limited to, other rights, remedies or damages available at law
or in equity, if Claimant files a Claim for equitable relief, Claimant is entitled to seek preliminary
injunctive relief to prevent or prevent any breach or to compel performance.
c. Survival of Expiration of Term or Termination of Agreement: The provisions contained in this Paragraph 11
survive the expiration of the Term and any termination of this Agreement for any reason.
12. Miscellaneous.
a. Counterparts and Facsimile Signatures. This Agreement may be executed in counterparts and all such
counterparts, when executed together, constitute the final Agreement as if one document had been signed
by all parties. This Agreement may be executed by facsimile/electronic signatures, and each signature
thereon is and constitutes an original signature, again as if each party had executed a single original
document with a manual signature.
b. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior written or oral negotiations, representations,
agreements, undertakings, contracts or understandings with respect thereto, and no modification,
alteration or amendment to this Agreement may be made unless the same is in writing and signed by all
parties hereto. Neither party shall have any obligation, express or implied by law, with respect to the trade
secret or proprietary information of the other party, except as set forth herein.

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c. Headings. All headings and captions in this Agreement are for convenience only and shall not be construed
to expand or restrict the provisions of the Agreement.
d. Waiver and Modification. The failure of either party to exercise any of such party's rights hereunder or to
insist upon strict performance with respect to any obligation hereunder, and no custom or practice of the
parties at variance with the terms hereof shall constitute a waiver by either party to require exact
compliance. with the terms hereof. The waiver by either party of any particular breach by the other party
shall not affect or impair the rights of such party in respect of any subsequent breach of the same or a
different nature, nor shall any delay or omission by either party to exercise any right arising out of any such
breach by any other party affect or impair the rights of such party as to such breach or any subsequent
breach.
e. Severability. If any provision of this Agreement or any part thereof or application thereof to any person or
circumstance is finally determined by a court of competent jurisdiction to be invalid or unenforceable to any
extent, the remainder of this Agreement, or the remainder of such provision or the application of such
provision to persons or circumstances other than those to whom it has been held invalid or unenforceable,
shall not be affected thereby and each provision of this Agreement shall remain in full force and effect to
the fullest extent permitted by law. The parties further agree that if a court of competent jurisdiction finally
determines that any part of this Agreement, or any part thereof or application thereof, to any person or
circumstance is invalid or unenforceable to any extent, any court may modify the objectionable provision to
make it valid, reasonable and enforceable.
f. Arbitration. All parties agree to refer any dispute between the parties arising out of or in connection with
this Agreement, including any question relating to its existence, validity or termination, to the arbitration
rules of the European International Arbitration Centre (EIAC) or the International Court of Arbitration (ICA)
of the ICC. governed by the International Chamber of Commerce ICC European Council or American
Arbitration Associates AAA (International Centre for Dispute Resolution - ICDR) in accordance with U.S. law.
The appointed arbitrator of either of the above chosen councils shall conduct the proceedings in the
relevant country of Jurisdiction chosen by the parties and the rules of the DIAC or ICA shall apply, as the
case may warrant. This document is signed and accepted by the parties named below and may be included
in the main contract with the Buyers submitted by the Intermediaries named above. The Parties intend for
the arbitration to be conducted expeditiously, without initial recourse to the courts and without
interlocutory appeals of the arbitrator's decisions to the courts. However, if a Party refuses to comply with
its arbitration obligations hereunder, the other Party may obtain appropriate relief by compelling arbitration
in any court having jurisdiction over the refusing Party and the arbitrator shall award the other Party its
reasonable attorneys' fees and other costs to successfully obtain such relief.
g. Jurisdiction and Venue. This Agreement, and all rights, duties and obligations of the parties arising under
the terms and conditions set forth below, shall be governed by, construed and enforced in accordance with
the laws of the EU, DUBAI, USA and/or all Commonwealth countries. Any suit or proceeding relating to this
Agreement shall be brought exclusively in the courts of the EU, DUBAI or USA with mutual agreement
between the parties as to jurisdiction or as decided by the Arbitration Boards or the Courts and Jurisdictions
referred to in Section 12 (f).
h. Transfer of Rights. Unless mutually agreed to by the undersigned Parties in a signed writing, or except as
otherwise specifically provided herein, the rights and covenants set forth in this Agreement shall not be
assigned, delegated or otherwise transferred, in whole or in part, to any party not having direct knowledge
of the contract under this Agreement.
i. Notices. All notices required by this Agreement shall be in writing and shall be effective when delivered or,
if mailed, when deposited as certified mail, postage prepaid, addressed to the addresses provided below by
the undersigned Parties (at such other address as a Member may specify by notice to the other Members in
accordance with these provisions). All signatures sent by facsimile and/or e-mail shall be deemed to be
original signatures for the purposes of binding all parties to this Agreement.

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RECOGNITION OF INTERMEDIARY FEES AGREEMENT

j. Attorneys' Fees, Costs and Expenses. In the event that either party takes any legal action to enforce the
terms of this Agreement, the prevailing party shall be entitled to the legal fees and costs associated
therewith.
k. Independent Contractor. This Agreement shall not deem any Party, or any Participant, to be an employee or
partner, and nothing in this Agreement or its activities shall constitute or imply that a joint venture was
created with any other Party or Participant for any purpose. The Parties are and shall remain independent
contractors within the Strategic Relationship. Neither Party or participant shall be liable to withhold taxes
with respect to the other Party's compensation hereunder, unless otherwise required by law. Neither Party
or Participant shall have a claim against another Party or Participant hereunder or otherwise for holiday pay,
sick leave, retirement benefits, social security, workers' compensation, health or disability benefits,
unemployment insurance benefits or employee benefits of any kind.
l. Additional Acknowledgements. Both Parties acknowledge and agree that: (a) the Parties execute this
Agreement voluntarily and without any duress or undue influence; (b) the Parties have carefully read this
Agreement and have asked all questions necessary to understand the terms, consequences and binding
effect of this Agreement and to understand them fully; and (c) the Parties have sought the advice of counsel
of their respective choice if they so desired prior to signing this Agreement or have waived such opportunity
in favor of reviewing and accepting its terms, covenants and conditions without the benefit of counsel.
m. Other Documents. If other provisions or agreements are necessary to enforce the intent of this Agreement
and any subsequent Agreement, the Parties agree to execute such additional documents, provisions or
agreements as requested. This document contains a total of 8 pages (review total number of pages) and is
legally binding once the undersigned parties have signed, sealed and exchanged electronically by facsimile
or email.
13. RemuneraEon, commissions and gids
a. or, in any case, the final purchaser,
undertakes to recognize and pay the commissions for intermediation in the different contracts for
the purchase of fuels, or any petroleum products or crude oil or petrochemical products, to all the
intermediaries in the aforementioned contracts by transferring the amounts corresponding to said
payments to the accounts of the paymaster indicated at the time in the manner and form to be
determined in the document to be established, for each of the purchase contracts, the distribution
of the aforementioned commissions and which shall be incorporated as an annex to the main
contract in an inseparable manner, the final purchaser's bank or credit institution being obliged to
carry out said intermediary transfers, which shall be carried out simultaneously with the transfers to
be made in payment for the goods that are the object of the contract.

IN WITNESS WHEREOF, the ParEes hereto have executed this Agreement on the date set forth above and on the
dates signed/ iniEaled below.
SIGNATURES
“End Buyer”

Full company name

Legal identification code

Full address and country

Full name of signatory

Title signatory

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 CONFIDENTIAL NON-DISCLOSURE AND MUTUAL NON-DISCLOSURE AND EXPRESS
RECOGNITION OF INTERMEDIARY FEES AGREEMENT

Passport number signatory

Signatory corporate email

Signing mobile phone number

Passport and Signature

Intermediary, agent and/or facilitator number 01

Full company name

Legal identification code

Full address and country

Full name of signatory

Title signatory

Passport number signatory

Signatory corporate email

Signing mobile phone number

Passport and Signature

Intermediary, agent and/or facilitator number 02

Full company name

Legal identification code

Full address and country

Full name of signatory

Title signatory

Passport number signatory

Signatory corporate email

Signing mobile phone number

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RECOGNITION OF INTERMEDIARY FEES AGREEMENT

Passport and Signature

Intermediary, agent and/or facilitator number 03

Full company name

Legal identification code

Full address and country

Full name of signatory

Title signatory

Passport number signatory

Signatory corporate email

Signing mobile phone number

Passport and Signature

Intermediary, agent and/or facilitator number 04

Full company name

Legal identification code

Full address and country

Full name of signatory

Title signatory

Passport number signatory

Signatory corporate email

Signing mobile phone number

Passport and Signature

===== End of CONFIDENTIAL NON-DISCLOSURE AND MUTUAL NON-DISCLOSURE AND EXPRESS RECOGNITION OF INTERMEDIARY FEES AGREEMENT =====

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