NCNDA ECCP Teresa Adrian 12 08 24

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INTERNATIONAL CHAMBER OF COMMERCE (ICC) NON CIRCUMVENTION AND NON

DISCLOSURE WORKING AGREEMENT

Whereas, the undersigned parties are mutually desirous of doing business with respect to the arranging, selling and buying and
in cooperation with one another and with third parties for their mutual benefit. The documents which are going to follow this
agreement like letters of intent, full corporate offers, bank comfort letters, contract terms and conditions, banking details or pre-
advised payment instruments and/or any information contained in such documents will not be passed, under any circumstance,
onto another intermediary or broker or trader or whatever company or private persons who are not end buyers or end suppliers
without prior specific written consent of the party(s) providing such information.

This agreement is made and entered into on this date August 12th, 2024, shall obligate the undersigned parties and their
partners, associates, employers, employees, affiliates, subsidiaries, parent companies, any nominees, representatives,
successors, clients and assigns hereinafter referred to as “The Parties” jointly severally, mutually and reciprocally for the terms
and conditions expressly state and agree to below, and that this agreement may be referenced from time to time in any
document(s), or written agreements, the terms and conditions of this agreement shall apply to any exchange of information
written or oral involving financial information, personal or corporate names, contracts initiated by or involving the parties and
any addition, renewal, extension, rollover amendment, renegotiations or new agreement hereinafter referred to as “The
Transaction” (Project/Transaction) for the purchase of the commodities, products: ELECTROLYTIC COPPER
CATHODE PLATE (ECCP)

NOW, THEREFORE IT IS AGREED

AGREEMENT NOT TO DEAL WITHOUT CONSENT

The intending parties hereby legally, and irrevocably bind themselves into guarantee to each other that they shall not directly or
indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each others’ interest or the interest or
relationship between “The Parties” with procedures, seller, buyers, brokers, dealers, distributors, refiners, shippers, financial
instructions, technology owners or manufacturers, to change, increase or avoid directly or indirectly payments of established or
to be established fees, commissions, or continuance of pre-established relationship or intervene in un-contracted relationships
with manufacturers or technology owners with intermediaries entrepreneurs, legal council or initiate buy/sell relationship or
transactional relationship that by-passes one of “The Parties” to one another in connection with any ongoing and future
transaction or project.

AGREEMENT NOT TO DISCLOSE

“The Parties” irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly to a third party any
confidential information provided by one party to the other or otherwise acquired, particularly contract terms, product
information or manufacturing processes, prices, fees, financial agreement, schedules and information concerning the identity of
the sellers, producers, buyers, lenders, borrowers, brokers, distributors, refiners, manufacturers, technology owners, or their
representative and specifically individuals names, addresses, principals, or telex/fax/telephone numbers, references product or
technology information and/or other information advised by one party(s) to be one another as being confidential or privileged
without prior specific written consent of the party(s) providing such information.

Adrian Bajric
_______________________________________ ____________________________ ____________________________
1st Signature 2nd Signature 3rd Signature

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INTERNATIONAL CHAMBER OF COMMERCE (ICC) NON CIRCUMVENTION AND NON
DISCLOSURE WORKING AGREEMENT

AGREEMENT TO HONOR COMMISSIONS


Commissions, fees, compensation or remuneration to be paid as part of transaction covering “The Parties” to this agreement,
shall be agreed upon by separate written agreement by “The Parties” concerned and shall be paid at the time such contract
designated, concluded or monies changing hands between buyers and sellers, unless otherwise agreed among “The Parties”.
The payment of the corresponding commission will be made by the Seller to the Commission Agent within a period that does
not exceed 5 business days after receiving the payment for the transaction. If this period is exceeded, interest will begin to
apply. Banking information of the Commission Agent is attached to this agreement for future purposes.
“The Parties” hereby irrevocably and unconditionally agree and guarantee to honor and respect all such fees and remuneration,
arrangements made as part of a commission transaction even in the event that “The Parties” are not an integral member to a
specific commission and fee, remuneration agreement.

AGREEMENT TO INFORM

In specific deals where one of “The Parties” acting as an agent allows the buyers or buyer’s mandate, and the seller to deal
directly with one another, the agent shall be informed of the development of the transactions by receiving copies of the
correspondence made between the buyer or buyer’s mandate and the seller.

TERM

This agreement shall be valid for Two (2) years commencing from the date of this agreement.
This agreement has an option to renew for a further period of two (2) years subject to and upon the terms and conditions agreed
between both parties.

This agreement shall apply to:

⮚ All transactions originated during the term of this agreement.


⮚ All subsequent transactions that are follow up, repeat, extended or renegotiated transactions of transactions originated
during the term of this agreement.

ARBITRATION

All disputes arising out of or in connection with the present contract shall be finally settled under the rules of arbitration of the
“International Chamber of Commerce (ICC)” by one or more “Arbitrators” appointed in accordance with the said rules.

Every award shall be binding on “The Parties” and enforceable at law.

By submitting the dispute to arbitration under these rules, “The Parties” undertake to carry out any award without delay and
shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made.

Each of “The Parties” subject to the declared breach shall be responsible for their own legal expenses until an award is given
or settlement is reached, provided however, “That Party” found in default by “The Arbitrator(s)” shall compensate in full the

Adrian Bajric
_______________________________________ ____________________________ ____________________________
1st Signature 2nd Signature 3rd Signature

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INTERNATIONAL CHAMBER OF COMMERCE (ICC) NON CIRCUMVENTION AND NON
DISCLOSURE WORKING AGREEMENT

aggrieved party its heirs, assignees and/or designs for the total remuneration received as a result of business conducted with
“The Parties” covered by this agreement, plus all its arbitration costs, legal expenses and other charges and damages deemed
fair by “The Arbitrator(s)” for bank, lending institutions, corporations, organizations, individuals, lenders, or borrowers,
buyers or sellers that were introduced by the named party, notwithstanding any other provisions of the award. The Jurisdiction
to carry out any claim or mediation or trial from or to all parties will be the jurisdiction of Brazilian Centre for International
Commercial Arbitration of Sao Paulo, Brazil for determining any dispute regarding this Agreement.

FORCE MAJURE
A party shall not be considered or adjudged to be in violation of this agreement when the violation is due to circumstances
beyond its control, including but not limited to act of God, civil disturbances and theft or appropriation of the privileged
information or contract(s) without the intervention or assistance of one or more of “The Parties”.

ENTITIES OWNED OR CONTROLLED

This agreement shall be binding upon all entities owned or controlled by a party and upon the principal(s), employee(s),
assignee(s), family and heirs of each party.
Neither party shall have the right to assign this agreement without the express written consent of the other.

AGREEMENT NOT TO CIRCUMVENT

“The Parties” agree not to circumvent or attempt to circumvent this agreement in an effort to gain fees, commissions,
remunerations or considerations to the benefit of the one or more of “The parties” while excluding other or agree to benefit to
any other party.

NOT PARTNERSHIP AGREEMENT

This agreement in no way shall be construed as being an agreement of partnership and none of “The Parties” shall have any
claim against any separate dealing, venture or assets of any other party or shall any party be liable for any other.

TRANSMISSION OF THIS AGREEMENT

The transmission of this agreement through telefax or e-mail shall be legal and binding.

AGREE AND ATTESTED

Each representative signs below guarantees that he/she is duly empowered by his/her respectively named company to enter into
and be bound by the commitments and obligations contained herein either as individual, corporate body or on behalf of a
corporate body.

BREACH OF AGREEMENT

Adrian Bajric
_______________________________________ ____________________________ ____________________________
1st Signature 2nd Signature 3rd Signature

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INTERNATIONAL CHAMBER OF COMMERCE (ICC) NON CIRCUMVENTION AND NON
DISCLOSURE WORKING AGREEMENT

This agreement is valid for all commodities and transactions between parties and the parties agree that any misuse of
information supplied in terms of the business relationship, notwithstanding anything contained herein, or any indulgence or
relaxation of any clause herein, shall entitle the claimant party to full legal recourse in terms of ICC regulations. The
Jurisdiction to carry out any claim or mediation or trial from or to all parties will be the jurisdiction of Brazilian Centre for
International Commercial Arbitration of Sao Paulo, Brazil for determining any dispute regarding this Agreement.

1st Position TRADER/MANDATARIO BUYER’S REPRESENTATIVE


Signatory’s Full Name: Passport No Nationality:

Company Name: Position in Company: Company Address:

Phone: E-mail: Country:

Signature, Stamp and Passport

Signed Date

Adrian Bajric
_______________________________________ ____________________________ ____________________________
1st Signature 2nd Signature 3rd Signature

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INTERNATIONAL CHAMBER OF COMMERCE (ICC) NON CIRCUMVENTION AND NON
DISCLOSURE WORKING AGREEMENT

2st Position TRADER/INTERVENIENTE SELLER’S REPRESENTATIVE


Signatory’s Full Name: Passport No Nationality:

Teresa Cristina Fonseca da Silva YE606509 Brazilian

Company Name: Position in Company: Company Address:

AgroBR International FZCO CEO IFZA PROPERTIES DUBAI


License: 42796 SILICON OASIS, DUBAI, UAE

Phone: E-mail: Country:

+55 11 94131 4210 teresa.silva@agrobrinternational. United Arabe Emirates


+212 600 356004 com
Signature, Stamp and Passport

Signed Date: 11th August 2024

Adrian Bajric
_______________________________________ ____________________________ ____________________________
1st Signature 2nd Signature 3rd Signature

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INTERNATIONAL CHAMBER OF COMMERCE (ICC) NON CIRCUMVENTION AND NON
DISCLOSURE WORKING AGREEMENT

3st Position BUYER BUYER


Signatory’s Full Name: Passport No Nationality:

Adrian Bajric PB5623501 Australian

Company Name: Position in Company: Company Address:

FIT LAD PTY LTD Director 11 Compton st, Reservoir. Australia


3073

Phone: E-mail: Country:

+61 0404294624 [email protected] Australia

Signature, Stamp and Passport

Signed Date 11th August 2024

Adrian Bajric
_______________________________________ ____________________________ ____________________________
1st Signature 2nd Signature 3rd Signature

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INTERNATIONAL CHAMBER OF COMMERCE (ICC) NON CIRCUMVENTION AND NON
DISCLOSURE WORKING AGREEMENT

[END OF DOCUMENT]

Adrian Bajric
_______________________________________ ____________________________ ____________________________
1st Signature 2nd Signature 3rd Signature

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