Non-Circumvention, Non-Disclosure & Fee Protection

Part I — Definitions

In this NCNDA/IMFPA, the following terms have the stated meanings:

• "Stratos" — Stratos Dynamics, including its directors, employees, agents, and authorised representatives.
• "Party" / "Parties" — Any individual, company, or entity that has engaged with Stratos in any capacity, including buyers, sellers, brokers, mandates, agents, consultants, or sub-brokers.
• "Confidential Information" — All non-public information disclosed by Stratos, including but not limited to: the identity of counterparties; trade routes; supply sources; pricing; contract terms; financial instruments; business strategies; and any information marked or treated as confidential.
• "Business Opportunity" — Any transaction, trade, supply arrangement, or commercial relationship introduced, disclosed, or facilitated by Stratos.
• "Circumvention" — Any direct or indirect contact with, approach to, or transaction with any counterparty, supplier, buyer, or financial institution introduced by Stratos, without Stratos's prior written consent, during the protected period.
• "Protected Period" — Two (2) years from the date of first engagement between the Party and Stratos, automatically renewable for successive one-year periods unless terminated by written agreement.
• "Fee" — The facilitation, brokerage, or intermediary compensation payable to Stratos and/or any sub-broker in connection with a Business Opportunity, as specified in the Fee Schedule.

Part II — Non-Circumvention

NC.1 — Core ObligationEach Party undertakes irrevocably that, during the Protected Period, it shall not, directly or indirectly: (a) contact, solicit, negotiate with, or transact with any counterparty, supplier, buyer, financial institution, vessel operator, or other third party introduced by Stratos, except through Stratos or with Stratos's prior written consent; (b) use any Confidential Information to identify, approach, or conclude any transaction with such parties independently of Stratos; or (c) assist, enable, or encourage any third party to do any of the foregoing.

NC.2 — Scope of ProtectionThe non-circumvention obligation applies to: the specific counterparties introduced; the commodity types and trade routes disclosed; the pricing information and supply terms shared; and any financial institutions, port agents, freight operators, or inspection companies identified by Stratos in connection with a Business Opportunity.

NC.3 — No ExceptionsThe non-circumvention obligation is not waived by: the passage of time below the Protected Period; the failure of a particular transaction to close; the Party's prior independent knowledge of a counterparty (which must be documented and disclosed to Stratos in writing within 5 days of first contact); or any claim that the information was "generally available."

NC.4 — Breach ConsequenceAny breach of the non-circumvention obligation entitles Stratos to: (a) claim all fees and commissions that would have been payable had the transaction been conducted through Stratos; (b) claim damages for loss of business opportunity, reputational harm, and consequential losses; and (c) seek injunctive relief without the requirement to post bond or demonstrate actual harm. These remedies are cumulative and not alternative.

Part III — Non-Disclosure

NDA.1 — Confidentiality ObligationEach Party receiving Confidential Information from Stratos undertakes to: (a) hold all Confidential Information in strict confidence; (b) not disclose any Confidential Information to any third party without Stratos's prior written consent; (c) use Confidential Information solely for the purpose of evaluating or executing the Business Opportunity for which it was disclosed; and (d) apply at minimum the same protective measures it applies to its own confidential information of comparable sensitivity, and in all cases no less than reasonable care.

NDA.2 — Permitted DisclosureA Party may disclose Confidential Information to its legal counsel, auditors, or bankers on a strict need-to-know basis, provided such recipients are bound by confidentiality obligations at least as protective as those in this Agreement. The disclosing Party remains liable for any breach by such recipients.

NDA.3 — Compelled DisclosureIf a Party is required by law, court order, or regulatory authority to disclose any Confidential Information, it shall: (a) provide Stratos with the maximum practicable prior written notice; (b) cooperate with Stratos in seeking a protective order or other appropriate remedy; and (c) disclose only the minimum information legally required.

NDA.4 — DurationThe non-disclosure obligation survives termination of this Agreement and the conclusion of any transaction indefinitely, or for the maximum period permitted by applicable law if no indefinite obligation is enforceable.

Part IV — Non-Interference

NI.1 — Non-InterferenceEach Party undertakes not to interfere with, disrupt, or damage Stratos's relationships with its counterparties, suppliers, buyers, financial institutions, or service providers, whether by: making adverse representations about Stratos to such parties; attempting to displace Stratos from a transaction it has introduced; or disclosing Confidential Information that could disadvantage Stratos in any commercial negotiation.

Part V — International Master Fee Protection Agreement (IMFPA)

FP.1 — Fee Protection PrincipleStratos's facilitation fee, and any sub-broker fees agreed in the Fee Schedule, are protected by this IMFPA. No party in the mandate chain shall be deprived of, delayed in receiving, or reduced in their agreed fee by any act of circumvention, renegotiation, or post-closing arrangement between Buyer and Seller.

FP.2 — Fee Payment ObligationUpon successful completion of a transaction — defined as the issuing bank's release of L/C funds to the nominated beneficiary — the parties to the SPA acknowledge that Stratos's and any sub-broker's fees become unconditionally due and payable from transaction proceeds, in the amounts and in the priority set out in the Fee Schedule attached to the SPA.

FP.3 — Sub-Broker ProtectionAny sub-broker, mandate, or intermediary who has been introduced into a transaction by Stratos, and whose fee has been agreed in writing and incorporated into the Fee Schedule, is a protected beneficiary of this IMFPA. Stratos shall act as fee coordinator and shall take reasonable steps to ensure protected fees are disbursed in accordance with the Fee Schedule.

FP.4 — Fee ClawbackIf, following transaction close, any party attempts to renegotiate, redirect, or withhold a fee protected by this IMFPA, Stratos and the affected sub-broker are jointly entitled to pursue recovery of the full fee amount, together with interest at 8% per annum above the Bank of England base rate from the due date, and reasonable legal costs.

FP.5 — Intermediary Chain TransparencyStratos operates a transparent intermediary chain. Any sub-broker seeking fee protection under this IMFPA must disclose their full identity, company details, and mandate documentation to Stratos before a transaction commences. Anonymous or undisclosed sub-brokers cannot claim protection under this Agreement.

Part VI — General Provisions

G.1 — Entire AgreementThis NCNDA/IMFPA, together with any executed version countersigned by the parties at Step 3 of the transaction procedure, constitutes the entire agreement between the parties regarding non-circumvention, confidentiality, and fee protection, and supersedes all prior oral or written understandings on these matters.

G.2 — SeverabilityIf any provision is found unenforceable, the remaining provisions remain in full force. An unenforceable non-circumvention obligation shall be reduced to the minimum scope necessary to be enforceable rather than voided entirely.

G.3 — Governing Law & JurisdictionThis Agreement is governed by English law. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the English courts, save that Stratos may seek injunctive or interim relief in any jurisdiction where a breach has occurred or is threatened.

G.4 — Remedies CumulativeAll remedies available to Stratos under this Agreement are cumulative and not exclusive of any other right or remedy available at law or in equity.

G.5 — Website EngagementEngagement with the Stratos Dynamics website, including reviewing commodity specifications, procedures, or contact information, constitutes acknowledgement of and agreement to the non-circumvention and non-disclosure obligations set out in this Agreement from the time of first engagement.