INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.

) NON-CIRCUMVENTION, NON
DISCLOSURE & WORKING AGREEMENT
WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of any and all
future legal obligations and commercial dealings among them, and are bound by an expressly acknowledged
duty of confidentiality and non-circumvention with respect to their sources and contacts and all other
information that is confidential or proprietary as further delineated herein below. These duties are in
accordance with the International Chamber of Commerce. As used herein the “Parties” shall mean all persons
or entities that have executed this Agreement or otherwise have agreed to be bound by the terms herein.

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 persons, entities and/or 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 hereby expressly acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:

1. TERMS AND CONDITIONS

A. The Parties and their Affiliates irrevocably and expressly agree they will not in any manner solicit, nor
accept any business in any manner (directly, or indirectly) as an individual, director, stockholder, owner,
partner, employee, principal, agent or affiliate of any other business or entity, from any Source of any
other Party, without the express written permission of the Party who made available the Source. As used
herein, the term “Source” shall mean any client, buyer, seller, intermediary, broker, mandate, provider,
contractor, consultant, bank, investor, source of funds or other person, entity, or any affiliate provided by
any Party.

B. The Parties and their Affiliates irrevocably and expressly agree that they will not in any of the
transactions the parties are desirous of entering into and do, to the best of their abilities assure the other
that the transaction codes established will not be affected.

C. The Parties and their Affiliates irrevocably and expressly agree they will maintain complete confidentiality
for all Confidential Information (as defined herein below) provided to them by any disclosing party and
will not disclose any Confidential Information provided or acquired by any disclosing Party(s) to the
others or any third party without the express written authorization by such disclosing Party or pursuant to
any mandate by a court of law. As used herein, the term “Confidential Information” shall include, without
limitation, any and all names, addresses, e-mail address, telephone and telefax or telex numbers of any
contacts or business sources provided by such disclosing Party(s), contract terms, product information,
prices, fees, purchasing arrangements, schedules, and information concerning the identity of sources,
lenders, trusts, consultants, clients, equity partners, financial institutions, buyers, sellers, intermediaries,
brokers, mandates, providers, contractors, consultants, banks, investors, sources of funds, or their
affiliates, and shall further include all specific individual names, addresses, references, and/or all other
information, advised by the disclosing Party(s) to the other Party(s) as being confidential. Confidential
Information shall also include any and all information of which unauthorized disclosure could be detrimental
to the interests of the disclosing Party whether or not such information is identified as Confidential
Information. Further the non-disclosing Parties expressly agree and acknowledge that any Parties’
Confidential Information is the exclusive property of the disclosing Party.

D. The Parties and their Affiliates irrevocably and expressly agree to not directly or indirectly, whether as an
individual, partner, owner, employee, consultant, or in any other capacity, enter into any business

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 transaction, negotiation, contract or any other agreement with any source, client, buyer, seller,
intermediary, broker, mandate, provider, contractor, consultant, bank, investor, source of funds or other
person, entity, or any affiliate of any Party disclosing such information, without the express written
authorization of such disclosing Party.

E. The Parties and their Affiliates expressly agree and acknowledge that any disclosure or misappropriation
of any of the Confidential Information in violation of this Agreement, any circumvention by any of the
Parties, or any other breach of this Agreement may cause the non-breaching Party(s) irreparable harm,
the amount of which may be difficult to ascertain, and therefore agree that the non-breaching Party(s)
shall have the right to seek specific performance and/or an order restraining and enjoining the Parties
from any such further disclosure of the Confidential Information or any circumvention of the aggrieved
Party(s). Such right of the non-breaching Party(s) is to be in addition to any other remedies available to
such party at law or in equity for such disclosure, circumvention, or any breach of this Agreement.
Breaching Party expressly waives the defense that a remedy in damages will be adequate in an action
for specific performance or injunction by the non-breaching Party(s) for any disclosure or
misappropriation of any of the Confidential Information. Breaching Party further agrees to indemnify the
non-breaching Party(s) against any and all losses, damages, claims, expenses, and attorneys' fees (the
“Out of Pocket Costs”) incurred or suffered by the non-breaching Party(s) as a result of any breach of this
Agreement by the non-breaching Party(s). In addition to the above, and in no way limiting the non-
breaching Party(s) remedies at law or in equity (including the aforementioned injunctive rights), in the
event that the breaching Party directly or indirectly, interferes with, circumvents or attempt to
circumvents, avoids, by passes, or obviates any other Party’s interests, or the interests or relationships
between any of the Parties with any sources, clients, buyers, sellers, intermediaries, brokers, mandates,
providers, contractors, consultants, or any affiliate of the non-breaching Party(s) or changes, increases or
avoids (directly or indirectly) any payment of established or to be established fees, commissions or
continuance of pre-established relationships, including but not limited to any broker or intermediary fees,
or intervenes in any non-contracted relationships with any sources, clients, buyers, sellers,
intermediaries, brokers, mandates, providers, contractors, consultants, or any affiliate of the non-
breaching Party(s), or initiates buy/sell relationships, transactional relationships that bypass the non-
breaching Party(s) with any corporation, partnership other entity or individual revealed or introduced by
the non-breaching Party(s), the Parties hereto expressly acknowledge and agree that the non-breaching
Party(s) shall be entitled to a monetary amount equal to the maximum amount it/they would have
realized from the transaction(s), but for the Breaching Party’s breach, as well as all Out of Pocket Costs
incurred by the non-breaching Party(s) to mount any claim pursuant to this Agreement. The Parties
hereto expressly agree and acknowledge that this amount is not seen as a penalty, but as the agreed
upon liquidated sum of damages arising from a breach of this Agreement.

F. The Parties and their Affiliates expressly agree that 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 or in a manner consistent with
reasonable industry standards.

G. This Agreement is valid for any and all transaction between the parties herein and shall be governed by
the enforceable law in Australian Courts, Canada Courts, USA Courts, UK Courts, Singapore Courts and
French Courts or under Swiss Law in Zurich, in the event of dispute, the arbitration laws of states will
apply.

H. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the
Agreement shall perpetuate for five (5) years from the date hereof.

2. AGREEMENT TO TERMS

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A. Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be an executed
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 in the name of the
party for which they have given their signature.

ACCEPTED AND AGREED WITHOUT CHANGE

Name :
Company :
Company ID :
ID / Passport / SSN :
Address :
Phone Number :
Email Address :
Commissionable :
Signature : _____________________________________

Name :
Company :
Company ID :
ID / Passport / SSN :
Address :
Phone Number :
Email Address :
Commissionable :

Signature : _____________________________________

Name :
Company :
Company ID :
ID / Passport / SSN :
Address :
Phone Number :
Email Address :
Commissionable :
Signature : ____________________________________

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Name :
Company :
Company ID :
ID / Passport / SSN :
Address :
Phone Number :
Email Address :
Commissionable :
Signature : _____________________________________

Name :
Company :
Company ID :
ID / Passport / SSN :
Address :
Phone Number :
Email Address :
Commissionable :
Signature : ____________________________________

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