NON-CIRCUMVENTION

& NON-DISCLOSURE AGREEMENT

(FOR PROTECTING DISCLOSURE OF INFORMATION
AND BUSINESS ADVANTAGE)

(Between those whose signatures appear below)

This confidentially and Non circumvention agreement (hereinafter ‘agreement’) is made

on the date first set forth below, by and between the signatories below, and the
respective associates. Affiliates, corporations, trusts, relatives, officers and subsidiaries,
any other company. legal entity or individuals he may be associated with or related to
including any subsidiaries, owners and officers individually or entities created during the
term of this agreement including.

The below named signatories, who have set forth their signatures below their names,
separately and individually are mutually desirous of conducting various business
transactions in cooperation with one another for their mutual benefit, acknowledge that
certain Confidential information may be disclosed between them.

In consideration of the mutual benefit to be delivered by the associated and/or affiliated

companies, individuals, agents, assignees, designees, trustees or executors it shall be
understood that:

WHEREAS, the Signatories hereto have come together in pursuing one or more
business transactions and, thereby, have provided proprietary or confidential information
(collectively. “Valuable contacts”) to each other in pursuit of such business transactions
(s); and,

WHEREAS, each Signatory hereto understands that the introduction of such Valuable
Contacts to another Signatory hereto may result in profitable business transactions, and,
therefore, that such Valuable Contacts has value for which the relevant Signatories
hereto should be compensated for making such provision, as designated by the Fee
Protection Agreement governing each transaction(s); and,

WHEREAS, the signatories hereto intend to treat one another fairly in respect of any and
all business dealings amongst themselves or with another Signatory’s valuable contacts,

NOW THEREFORE, the parties agree to abide by the following terms and conditions set
forth for said purpose, as follows:

ARTICLE I
The undersigned agree and covenant with every other signatory, both individually and
for any corporation or other party they represent that they will take no action that would
have a result to circumvent, avoid, or by-pass any other signatory hereto, directly or
indirectly, to avoid or impair any business advantage enjoyed by a Party hereto or to
avoid payment of fees, commissions or other amounts due from any transaction which
utilized information recognized herein as the property of another signatory, whether the
transaction is between the Parties or between any signatory a corporation they represent
or other business entity with which they are involved and any other party from whom a

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commodity or service has been procured, by purchase or otherwise, or to whom a
product or service, including any new agreements or other agreements! It is understood
and agreed by each signatory that neither they, nor any related corporation! division,
subsidiary, affiliate, employee, agent consultant, assignee or other party with whom
there is a similar relationship will be in any way involved with the negotiation or
execution of any agreement with any buyer, seller, broker, agent, banking institution trust
corporation or other party of any kind introduced by any other signatory or involving any
property of any other signatory without the permission of that other signatory,

CONFIDENTIAL

ARTICLE II

All of the obligations contained in this agreement are mutual and reciprocal. This non-
circumvention and non-disclosure agreement shall be binding on the parties, their
subsidiaries, agents, divisions, associates, employees’ heirs, affiliated companies,
assignees end designees. By their signature. each signatory represents that they have
full authority to bind such entities and parties with the terms of this agreement.

By execution of this agreement, each of the undersigned, represents and confirms that
any corporation, organization firm, company, individual or other party or entity of any
kind, of which the signatory has association, has any control of or is otherwise
connected with or has communicated any information that is property of any other
signatory, will be bound by the terms of this agreement to the fullest extent to which the
signatory is lawfully able.

ARTICLE III

The signatories acknowledge and agree that the property that is protected by this
Agreement is utilized in international transactions which may take years to negotiate and
reduce to contract and that often those agreements may last up to sixty (60) months with
subsequent extension, therefore. the terms of this agreement will be fully effective for ten
(10) years from the date of execution or five (5) years after the completion of the latest
extension, whichever is later, the terms apply to any and all transactions entertained by
the undersigned, Including follow up, repeat, renewal, extended or renegotiated
transactions, as well as the initial transaction, regardless of the success of such
discussions. The undersigned hereby agree that knowledge of the identities, capabilities
and contact information of any kind for the banks, lending institutions, corporations,
brokers, trusts, lenders/borrowers, individuals, intermediaries, that were not previous
known to another ‘signatory until disclosed, are currently and in the future the property of
the introducing or disclosing party and shall remain so for the duration of this agreement

ARTICLE IV
This agreement establishes a relationship of mutual trust and confidence and the
relationship of each signatory to every other signatory is in the nature of a fiduciary
relationship. Each signatory, individually and corporately, agrees to keep completely
confidential information regarding the names and capabilities of any banks lending
institutions, corporations, borrowers, brokers, intermediaries, agents, introduced or

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disclosed by any of The parties or their affiliates, Such information through the duration
of this agreement shall include, but not be limited to, names, addresses, telephones
numbers, fax numbers, email addresses or TXX numbers, financial capabilities or any
other pertinent information, history of transactions and areas of specialty for transaction,
Such information shall be considered the properly of the introducing or disclosing party
other than another signatory hereto unless granted express permission to do so by the
party introducing or disclosing such information, Each signatory also agrees to discuss
such information among the parties hereto for determination as to what shall be
disclosed and what procedures to follow.

ARTICLE V
The parties shall seek to settle all disputes arising from this agreement through amicable
discussions. Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, and which is not settled or remains unresolved between the signatories
themselves after ninety (90) days. shall be settled by arbitration in accordance with the
Rules of Conciliation and Arbitration Association and the International Chamber of
Commerce, New York, NY. With the hearing to lake place at a mutually Page 3 of 5
agreed location and judgment upon the award rendered by the Arbitrator(s) may be
entered in any court haying jurisdiction thereof, including the award to the aggrieved
signatory(s), such award being related to the total remuneration received as a result of
business conducted with the parties covered by this Agreement, plus any and all courts
costs, attorneys fees and any other costs or charges reasonably necessary to adjudicate
the controversy in addition to any and all damages deemed fair by the Arbitrator(s) or not
less the fifty percent (50 %) of the commissions, fees, remuneration or considerations on
the total amount of the disputed transaction(s),

ARTICLE VI
If any provision in this agreement is held by a court, tribunal or arbitrator of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions of this
agreement shall nevertheless continue in lull force and effect without being impaired or
Invalidated in any way

ARTICLE VII
It Is understood that a signatory cannot be considered or tabs held in violation of this
Agreement when the violation is involuntary due to situations beyond its control such as
acts of God, civil disturbances, theft or prior knowledge or possession of the privileged
information or contracts without the intervention or assistance of one or more of the
signatories. In the case of prior knowledge or possession of information regarding a
specific source (or borrowing, lending or other business activities, reintroduction of said
source(s) shall adhere to the stipulations and agreements of this Agreement only for the
specific transaction(s) and/or arrangements proposed at the time of reintroduction(s) and
shall not necessarily apply to future dealings without the expressed consent and
agreement of the parties involved.

ARTICLE VIII
It is understood that this Agreement is a reciprocal one between the signatories
concerning their privileged information and contracts, This Agreement shall be
considered to include the corporation(s), company(s), division(s), subsidiary(s),
employee(s), consultant(s), principal(s), agent(s), associate(s), business relation(s),

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assignee(s), family and heirs of each signatory of this Agreement.

ARTICLE IX
The signatories of this Agreement agree that no effort shall be made to circumvent this
Agreement or the agreed to terms thereof in an effort to gain fees, commissions,
remunerations or considerations to the benefit of one or more of the signatories of this
Agreement while excluding equal or agreed to benefit to any other of the signatories of
this Agreement

ARTICLE X
Full disclosure of business dealing and arrangements or agreements for fees.,
commissions, remunerations or considerations between introduced parties, to one or
more of the below named parties shall be understood and adhered to the principal of this
Agreement.

ARTICLE XII
The signatories agree to notify each other in the event of any inquiry form any third
party, or a request for any information involving the Signatories, or their Valuable
Contacts

ARTICLE XIII
This agreement may be executed in any number of counterparts, each of which shall be
deemed and original and all of which shall constitute one and the same instrument. Any
annexure listed and attached hereto will be consider as part of the principal Non-
Disclosure Non-Circumvention Agreement. A valid Agreement shall bear the initials or
each of the signatories hereto on each page and the full name and signature of each
signatory on the last page of the agreement.

ARTICLE XIV
This agreement nay be completed by facsimile or electronic mail transmission; any
facsimile or e-mail copy of this signed Agreement shall be deemed to be an original and
considered fully legal and binding to alt Signatories hereto under all laws with full legal
recourse in any court of competent jurisdiction to this agreement

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IN WITNESS WHEREOF, each or the parties berate has set their hands and signatures
hereunder on this_________Day of_______________________________, 2024

First Party Company Name: DAN MOODY INVESTMENTS LTD

By: __________________________________________________

Name: ________________________________________________

Title: ________________________________________________

Business Address: _______________________________________________________

I have authority to bind the corporation

Second Party Company Name: _____________________________________________

By: __________________________________________________

Name: ________________________________________________

Title: ________________________________________________

Business Address: _______________________________________________________

I have authority to bind the corporation

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