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INTERNATIONAL CHAMBER OF COMMERCE (ICC)

NON CIRCUMVENTION AND NON DISCLOSURE WORKING

AGREEMENT

Whereas, the undersigned parties are mutually desirous of doing business with respect tothe 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 insuch 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 undersignedparties and their partners, associates, employers, employees, affiliates, subsidiaries, parentcompanies, any nominees, representatives, successors, clients and assigns hereinafter

referred to as The Partiesjointly severally, mutually and reciprocally for the terms andconditions epressly 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 ofthis agreement shall apply to any echange of information written or oral involving

financial information, personal or corporate names, contracts initiate by or involving the

parties and any addition, renewal, etension, rollover amendment, renegotiations or newagreement hereinafter referred to as The Transaction (!roject/Transaction) for the

purchase of all commodities, products, software, "#uipment.

N$%, T&"'"$'" T * +'""

AGREEMENT NOT TO DEAL WITHOUT CONSENT

The intending parties hereby legally, and irrevocably bind themselves into guarantee toeach other that they shall not directly or indirectly interfere with, circumvent or attempt to

circumvent, avoid, by-pass or obviate each others interest or the interest or relationshipbetween 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,legal council or initiate buy/sell relationship or transactional relationship that by-passes one

of The Partiesto one another in connection with any ongoing and future transaction orproject.

on ircumvention and on isclosure +greement

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AGREEMENT

AGREEMEN NOT TO DISCLOSE

1The Partiesirrevocably agree that they shall not disclose or otherwise reveal directly orindirectly to a third party any confidential information provided by one party to the other orotherwise ac#uired, particularly contract terms, product information or manufacturing

processes, prices, fees, financial agreement, schedules and information concerning theidentity of the sellers, producers, buyers, lenders, borrowers, brokers, distributors, refiners,

manufacturers, technology owners, or their representative and specifically individuals

names, addresses, principals, or tele/fa/telephone numbers, references product ortechnology 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 COMMISSIONSCommissions, fees, compensation or remuneration to be paid as part of transactioncovering 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, unlessotherwise agreed among The Parties.

1The Partieshereby irrevocably and unconditionally agree and guarantee to honor andrespect all such fees and remuneration, arrangements made as part of a commission

transaction even in the event that The Partiesare not an integral member to a specific

commission and fee, remuneration agreement.

AGREEMENT TO INFORM

In specific deals where one of The Partiesacting as an agent allows the buyers orbuyer2s mandate, and the seller to deal directly with one another, the agent shall beinformed of the development of the transactions by receiving copies of the correspondence

made between the buyer or buyer2s mandate and the seller.


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AGREEMENT

TERM

This agreement shall be valid for five (4) years commencing from the date of thisagreement.

This agreement has an option to renew for a further period of five (4) years subject to andupon the terms and conditions agreed between both parties in writing.

This agreement shall apply to5

+ll transactions originated during the term of this agreement.

+ll subse#uent transactions that are follow up, repeat, etended or renegotiated

transactions of transactions originated during the term of this agreement.

ARITRATION

All disputes arising out of or in connection with the present contract shall be finally settledunder the rules of arbitration of the 1Internationa! Cha"#er o$ Co""erce %ICC&6 by one

or more Ar#itratorsappointed in accordance with the said rules.

Every award shall be binding on The Partiesand enforceable at law.

By submitting the dispute to arbitration under these rules, The Partiesundertake tocarry out any award without delay and shall be deemed to have waived their right to anyform of recourse insofar as such waiver can validly be made.

Each of The Partiessubject to the declared breach shall be responsible for their ownlegal epenses until an award is given or settlement is reached, provided however, ThatPart'found in default by The Ar#itrator%s&shall compensate in full the aggrieved party

its heirs, assignees and/or designs for the total remuneration received as a result of businessconducted with The Partiescovered by this agreement, plus all its arbitration costs, legal

epenses and other charges and damages deemed fair by The Ar#itrator%s& for bank,

lending institutions, corporations, organi7ations, individuals, lenders, or borrowers, buyers

or sellers that were introduced by the named party, notwithstanding any other provisions ofthe award.


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AGREEMENT

FORCE MA(OR

Aparty shall not be considered or adjudged to be in violation of this agreement when theviolation is due to circumstances beyond its control, including but not limited to act of od,

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 uponthe principal(s), employee(s), assignee(s), family and heirs of each party.

Neither party shall have the right to assign this agreement without the epress writtenconsent of the other.

AGREEMENT NOT TO CIRCUM)ENT

1The Partiesagree not to circumvent or attempt to circumvent this agreement in an effortto gain fees, commissions, remunerations or considerations to the benefit of the one or more

if The *artieswhile ecluding other or agree to benefit to any other party.

NOT PARTNERSHIP AGREEMENT

This agreement in no way shall be construed as being an agreement of partnership andnone of The Partiesshall have any claim against any separate dealing, venture or assetsof any other party or shall any party be liable for any other.

TRANSMISSION OF THIS AGREEMENT

The transmission of this agreement through 9ahoo :essenger, :* :essenger or anysimilar programs, telefa or e-mail shall be legal and binding.

AGREE AND ATTESTED

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

body.

+& Consultant Details :


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AGREEMENT

Si,nator'-s F.!! Na"e/

Co"*an' Na"e/

Co"*an' Re,istration/

Position in Co"*an'/Pass*ort0ID CARD /

A11ress/

Co"*an' Re,istration2 No/

Phone/

Fa3/

E4Mai!/

Co"*an' Sea! 5 Si,nat.re/

Si,ne1 Date/

2) Beneficiary details:

Si,nator'-s F.!! Na"e/

Pass*ort /

Co"*an' Na"e/

A11ress/

Phone/

Fa3/

Ce!!/

E4Mai!/

Co"*an' Sea! 5 Si,nat.re/

Si,ne1 Date/

Accepted and agreed without change (Electronic signature is valid and accepted as hand

signature)

EDT (ELECTRONC DOC!"ENT TRAN#"##ON#)

1. EDT(Electronic document transmissions) shall be deemed valid and enforceable in respect of

any provisions of this Contract. As applicable, this agreement shall be!

"ncorporate #.$. %ublic &a' 1!**+, Electronic $ignatures in -lobal /ational Commerce

Act00 or such other applicable la' conforming to the #/C"TA& 2odel &a' on Electronic


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AGREEMENT

$ignatures (*1)

*. E&ECT3/"C C322ECE A-EE2E/T (ECE4TADE4*56, -eneva, 2ay *)adopted by

the #nited /ations Centre for Trade 7acilitation and Electronic 8usiness (#/4CE7ACT).

EDT documents shall be sub9ect to European Community Directive /o. +54:4EEC, as applicable.Either %arty may re;uest hard copy of any document that has been previously transmitted byelectronic means provided ho'ever, that any such re;uest shall in no manner delay the parties fromperforming their respective obligations and duties under EDT instruments.

+ny and all dialogues between the parties and third parties introduced to the

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