Non-Circumvention, Non-Disclosure & Non-Interference Agreement
and International Master Fee Protection Agreement

1.1 "Protected Contact" means any individual, company, financial institution, vessel operator, port authority, or other entity introduced by one Party to another, directly or indirectly, in connection with any transaction or business opportunity, whether or not a transaction is ultimately concluded.

1.2 "Confidential Information" means all non-public information disclosed by one Party to another, including but not limited to: trade contacts, counterparty identities, pricing, deal structures, banking details, sourcing routes, logistics arrangements, inspection reports, contractual terms, financial data, and business methods, in whatever form communicated.

1.3 "Transaction" means any purchase, sale, exchange, lease, financing, brokerage, or other commercial dealing in any commodity, financial instrument, or related service involving a Protected Contact introduced by a Party.

1.4 "Protected Period" means the period commencing on the date of first introduction of a Protected Contact and ending two (2) calendar years from the date of the last Transaction involving that Protected Contact, or two (2) years from the date of this Agreement if no Transaction is concluded, whichever is later.

1.5 "Introducing Party" means the Party who first discloses a Protected Contact to the other Party or Parties under this Agreement.

1.6 "Commission" means the fee, percentage, flat sum, or other remuneration agreed to be payable to a Party pursuant to Article 4 (IMFPA) of this Agreement.

2.1 Each Party hereby irrevocably undertakes that it will not, directly or indirectly, contact, deal with, engage, contract with, or otherwise enter into any business arrangement with any Protected Contact introduced by another Party, without the prior written consent of that Introducing Party, during the Protected Period.

2.2 This obligation extends to the Parties themselves and to their respective: officers, directors, employees, agents, affiliates, subsidiaries, associated companies, representatives, successors, and any persons acting on their behalf or instruction.

2.3 The non-circumvention obligation covers not only the specific Transaction for which the introduction was made but also any and all subsequent Transactions, in any commodity or financial product, between the introduced parties during the Protected Period.

2.4 Breach Remedies. In the event of a breach of this Article 2, the breaching Party shall be immediately liable to the aggrieved Introducing Party for:

(a) the full Commission that would have been earned in respect of the circumvented Transaction, calculated as if the Transaction had been completed at the negotiated terms;

(b) all reasonable legal costs and expenses incurred by the aggrieved Party in enforcing this Agreement, on a full indemnity basis;

(c) interest on all outstanding amounts at the rate of eight per cent (8%) per annum above the Bank of England Base Rate (or equivalent central bank rate for the governing jurisdiction), calculated daily from the date of the circumventing Transaction; and

(d) such additional damages as a competent court or arbitral tribunal may award.

2.5 The aggrieved Introducing Party shall be entitled to seek immediate injunctive relief and specific performance from any court of competent jurisdiction to prevent or restrain any actual or threatened breach of this Article, without the requirement of posting a bond or other security, it being acknowledged that monetary damages alone would be an inadequate remedy.

3.1 Each Party undertakes to hold all Confidential Information received from another Party in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing Party.

3.2 Each Party shall use Confidential Information solely for the purposes of evaluating and executing Transactions contemplated under this Agreement and for no other purpose.

3.3 Each Party shall restrict access to Confidential Information to those of its officers, employees, and professional advisors who have a strict need-to-know and who are bound by confidentiality obligations no less restrictive than those set out herein.

3.4 The obligations in this Article 3 shall survive termination or expiry of this Agreement for a period of five (5) years.

3.5 Exceptions. Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was independently developed by the receiving Party without reference to the Confidential Information; (c) was rightfully received from a third party under no restriction of confidentiality; or (d) is required to be disclosed by applicable law, court order, or regulatory requirement, provided that the disclosing Party gives maximum practicable prior written notice to the other Party and cooperates in seeking a protective order.

4.1 Each Party agrees not to interfere with, disrupt, undermine, or damage any existing or prospective business relationship, transaction, contract, or arrangement that another Party has with any Protected Contact.

4.2 Each Party agrees not to solicit, induce, or assist any Protected Contact to breach any contract or obligation with the Introducing Party.

4.3 Each Party agrees not to assist or enable any third party to circumvent, avoid, or undermine the rights of any Party under this Agreement.

4.4 Each Party agrees that it will not, during the Protected Period, directly solicit the employees, officers, or key personnel of any other Party who have been involved in introductions or Transactions under this Agreement for the purpose of engaging their services independently.

5.1 Fee Schedule. The Parties hereby irrevocably agree that the following Commissions are payable in connection with any Transaction facilitated in whole or in part through the introduction or participation of a Party to this Agreement:

5.2 Paying Party. The Party responsible for paying all Commissions set out in Section 5.1 is: [THE BUYER / THE SELLER — SPECIFY]. Commissions shall be paid directly by the Paying Party to each beneficiary simultaneously from the proceeds of each Transaction, without deduction, set-off, or withholding of any kind.

5.3 Payment Timing. All Commissions shall be paid within three (3) banking days of the receipt of cleared, available funds by the Paying Party in respect of the relevant Transaction or shipment tranche.

5.4 Bank Coordinates — Party A:

5.5 Bank Coordinates — Party B:

5.6 Irrevocability. Once a Transaction has been consummated, the obligation to pay Commissions under this Article 5 is irrevocable and unconditional. No dispute between buyer and seller regarding the underlying Transaction shall affect the Parties' obligation to pay Commissions due hereunder.

5.7 Fee Clawback. In the event that a Commission payment is reversed, recalled, dishonoured, or otherwise not received by the beneficiary, the Paying Party shall remedy such failure within five (5) banking days of written notice. Outstanding amounts shall accrue interest at eight per cent (8%) per annum above the Bank of England Base Rate (or applicable central bank base rate) from the due date until fully paid.

5.8 Transparency. All parties claiming Commissions under this Agreement must be fully disclosed by name, corporate details, and bank coordinates. Anonymous, undisclosed, or unnamed intermediaries shall have no right to claim Commission protection under this Article.

6.1 Binding Effect and Acceptance. This Agreement is binding upon the Parties and their respective heirs, successors, assigns, administrators, and legal representatives from the date of execution. Further, engagement by any Party with a Protected Contact introduced under this Agreement — whether by email correspondence, telephone communication, electronic message, in-person meeting, or any other means — shall constitute acceptance of the obligations of this Agreement by that party, even in the absence of a physical signature, provided this Agreement was tendered to them prior to such engagement.

6.2 Electronic Signatures. Signatures transmitted by email, PDF, DocuSign, or other electronic means shall have the same legal effect as original wet-ink signatures, pursuant to applicable electronic signature legislation including the Electronic Communications Act 2000 (UK) and eIDAS Regulation (EU).

6.3 Duration. This Agreement shall remain in force for two (2) years from the date of execution and shall automatically renew for successive one (1) year periods unless a Party gives not less than thirty (30) days' written notice of non-renewal prior to the expiry of the then-current term. Non-renewal shall not affect any obligations arising from introductions or Transactions made during the effective period.

6.4 Governing Law. This Agreement shall be governed by and construed in all respects in accordance with the laws of [ENGLAND AND WALES / SPECIFY JURISDICTION], without regard to conflict of laws principles.

6.5 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or its breach, termination, or validity, shall be referred to and finally resolved by binding arbitration under the [ICC Rules of Arbitration 2021 / LCIA Rules 2020], with the seat of arbitration in [LONDON / SPECIFY CITY]. The language of the arbitration proceedings shall be English. Each Party shall bear its own costs unless the tribunal determines otherwise.

6.6 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, representations, or arrangements, whether oral or written, relating thereto.

6.7 Severability. If any provision of this Agreement is found by a court or tribunal to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the validity and enforceability of all remaining provisions shall not be affected.

6.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument.

6.9 Amendments. No amendment or modification of this Agreement shall be valid unless made in writing and signed by authorised representatives of all Parties.

6.10 Waiver. No failure or delay by any Party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude further exercise of any right.