ARTICLE 5. TERM. Seller…. Buyer….. ARTICLE 3. JURISDICTION

ARTICLE 5. TERM

The present Agreement is valid from the date of execution by both parties until the last tranche of the buy and sell as stated herein.

Seller……………. Buyer…………….

ARTICLE 3. JURISDICTION

The present agreement is placed under the laws of the USA. Its biding laws are from the Escrow Agent location.

NON-DISCLOSURE

Buyer, Seller and all parties agree to preserve the confidentiality of all proprietary and confidential information obtained during this transaction pertaining to the Seller, Buyer and Consultants and any of their projects. Buyer agrees to keep confidential the identity of all the Seller signatories and all contacts provided by any Seller signatories.

NON-CIRCUMVENTION

1. Each party agrees that they will not make any contact with, deal with, contract with or be

involved with any individuals, introduced by the other Signatory or Consultants, without specific permission from the party that introduced them to that Party.

2. Each Signatory agrees to keep confidential the identity of and all contacts so provided by any

other signatories or Consultants.

3. The parties hereto agree that all commissions or fees as agreed by the parties shall be paid in

full at the end of every transaction (tranche).

4. This agreement shall be legally binding on the parties hereto, their principals, employees,

representatives, agents and assigns in all countries of the world.

5. The parties hereto affirm that in every case they will act with the highest standards of ethics

and honesty in all their dealings. This agreement shall always be respected and honored, unless otherwise mutually agreed upon and any party will permit no attempt or hint of circumvention. The Buyer agrees that he/she will not act in any way to circumvent the Consultants named herein to avoid the payment of commissions duly owed hereunder.

6. Each of the above parties agrees and understands that any overt or covert action of

circumvention prescribed by this agreement shall be construed as a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relief allowed by the legal process.

ACKNOWLEDGEMENT

Buyer and Seller acknowledge that the Seller Representative (Mandate) and Consultants involved in the transaction are completely and entirely independent legal and business entities from the Seller and Issuing Bank and therefore, Buyer waives all claims against them in the event of any non-performance by any party.

Buyer further acknowledges that all Consultants are merely acting in a sourcing and consulting capacity as intermediaries between the Seller and Buyer.

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