NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

Contract Code/Number: 182QABR24SB

Type of Product: UREA46
Product Origin: QATAR
Contract Quantity: 600.000 MT
Base Price: $ (include all Commission)
Consulting Fee: $
Contract Period: 2 vessels 50.000 MT x 12 months
Delivery Terms: FOB
Seller’s Name (Title Holder): Sunny Challe International FZE
Seller’s side Representative: Pavel Gorodndov
Buyer’s Name:
Contract Date: XX April 2024

Intermediary & Marketing Fee:

Consultant:
Address:
Beneficiary’s Name:
Account Name:
Account No:
Bank Name:
Bank Address:
Swift Code:
Contract Date:

Non-Circumvention, Non-Disclosure & Working Agreement (NCNDA)

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.
WHEREAS the undersigned desire to enter 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
(hereinafter 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 hereby agree as follows:

1. TERMS AND CONDITIONS

A. The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources
were made available through this agreement, without the express permission of the party who made available the source and,
B. The parties will maintain complete confidentiality regarding each other’s business sources and/or their Affiliates and will disclose
such business sources only to the named parties pursuant to the express written permission of this party who made available the
source, and,
C. That parties are desirous of entering into a mutual beneficial agreement and to the best of their abilities will assure the other that
all transaction codes established will not be affected.
D. That they will not disclose names, addresses, e-mail addresses, Skype ID's and other chat app ID numbers, or telephone
numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the
respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party
and

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 E. That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the
names of which have been provided by one of the parties to this agreement, unless written permission has been obtained from the
other party (ies) to do so.
F. For the sake of this agreement, it does not matter whether information is obtained from a natural or a legal person. The parties
also undertake not to make use of a third party to circumvent this clause.
G. In the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a
legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including
but not limited to all legal costs and expenses incurred to recover the lost revenue.
H. All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the
parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed.
I. This Agreement is valid for any and all transactions between the parties herein and shall be governed by the enforceable law in
USA, in the event of dispute, the arbitration laws of The United States will apply.
J. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall
perpetuate for five (5) years from last date of signing.

2. AGREEMENT TO TERMS
A. Signatures to this Agreement received by the way of Facsimile, Mail and/or E-mail shall be deemed an executable contract.
Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.
B. All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they
have full and complete authority to execute the document for and on behalf of the party for which they have given their signature.

Irrevocable Master Fee Protection Agreement (IMFPA)

We the undersigned herewith referred as the Seller, under penalty of perjury do hereby irrevocably confirm and irrevocably accept to
pay all intermediaries and fee holders at the same time and in a manner as the Seller is being paid for each and every transaction of
this contract up to the completion of the contract plus rollovers and extensions and in accordance with the bank details to be
specified in this contract.

We, the Seller, irrevocably confirm that we will order and direct our bank to endorse automatic payment orders to the beneficiaries
named below; furthermore, We, the Seller, confirm that all pay orders shall automatically transfer funds as directed into each
beneficiaries designated bank account within 2-3 days after the date of closing and completion of each and every shipment of the
product during the contract term plus any/or extensions and rollover of the specified contract. For the purpose of clarity, we confirm
that the closing and completion of each and every shipment shall be deemed to take place when the letter of credit issued by the
buyer has been drawn down at the counters of the issuing bank.

The Seller shall inform the Consultant and the Buyer in case of change of the delivery route. Under any circumstances, the
Seller shall pay Consulting Fее to the Consultant from each delivery in fact.

We, the Seller, agree to provide all beneficiaries with written evidence of the pay orders lodged with our bank together with
acknowledgements of their acceptance. Furthermore, our bank shall be instructed to provide duly signed and stamped
acknowledgement of this instruction as set out in the annex. Forming part of this agreement. It is understood that for the purposes of
this Master Fee Protection Agreement, our bank shall be the same bank and this IMFPA acts as an integral part of it.

We the undersigned being Seller or the Seller’s named legally authorized representative as stated within the signed and legally
binding main transaction, specifically the Letter of Authority (LoA), contract unconditionally agree and undertake to approve and
originate all payments in USA currency to all beneficiaries named below as their rightful and payable commissions. This agreement
also acts as a record confirming the commission amounts for each named beneficiary as set out below.

TERM & CONDITIONS:

This master fee protection agreement covers the initial contract and shall include any renewals, extensions, rollovers, additions or
any new or transfer contract any how originated from this transaction because of the above intermediaries or changing codes of the
initial contract entered into between the BUYER and SELLER.

This master fee protection agreement and any subsequently issued pay orders shall be assignable, transferable and divisible and
shall not be amended without the express written and notarized consent of the receiving beneficiary. All parties agree neither toNon-
Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement circumvent nor to attempt
circumvent either for the transaction of this current contract or in the future for a period of five (5) years from the date of the
execution of this fee protection agreement. This document binds all parties, their employees, associates, transferees and assignees
or designees.

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All faxed and/or e-mailed signatures shall be considered as original signatures for the purpose of binding all parties to this
agreement. This document may be signed & in any number of counterparts all of which shall be taken together and shall constitute
as being one & the same instrument.

Any party may enter into this document and the agreement constituted thereby by signing any counterpart any time, date or period
mentioned in any provision of this document shall only be amended by agreement in writing and signed off by all parties concerned.

Furthermore, we agree that any and all commissions due shall be paid to the beneficiary as a result of any extension or rolls of the
contract and that we shall affect all necessary documentation with our bank without any undue delays to ensure such commissions
and paid within the terms of the agreement.

PARTIAL INVALIDITY:
The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall not affect its illegality,
validity or enforceability under the law of any other jurisdiction or provision.

GOVERNING LAW AND JURISDICTION:

This document shall be governed & construed in accordance with the laws of the United States of America, State of Florida.

ARBITRATION:
All parties agree to refer any disputes between the parties arising out of or in connection with this agreement including any questions
regarding its existence, validity or termination to arbitration rules of the international arbitration centre (I.A.C). The appointed
arbitrator shall hold the proceedings in any country chosen by the parties and the rules of the IAC shall apply.
This document is signed and accepted by parties named below as to be included in the main contract.

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

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT(Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this
Contract. As applicable, this agreement shall be: -
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) ELECTRONIC COMMERCE
AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and
Electronic Business (UN/CEFACT).

1. EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may
request 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.

Seller Consultant
Sunny Challe International FZE

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