MANTRIX COMPANY

Program Title : Australia's Green Future Portfolio

Project Title : Solar Power Plants Project

Contract Number
Company Contracts Index Contract Type Year Ser.
Register No.: 64467
Index Code Number

MA C D 23 002

Contract Subject:

Solar Power Plants Project

Employer:

MANTRIX COMPANY
ADDRESS: 601 Office , Malek Majed Mohamad Amin Mohamad
Sedigh street , Deira , Al-Sabkha , Dubai , United Arab Emirates
Register No.: 64467
MAIL: Info@mantrixx.com
TELEPHONE: 971-4-6578989
WEBSITE: www.mantrixx.com

Register No.: 64467

Contractor :

Baad Mehr Tavan Gostar Co.

MANTRIX Contracts ِDepartment

 MANTRIX COMPANY

Project Title: Solar Power Plants Project

Contract Number: MA-C-D-23- 002 Page: 2 of 10

1. Contract Parties
This contract was signed on 01 Feb. 2023 between MANTRIX Company on behalf of Mr. Ihsan
Allah Ali navaz (CEO), which will be referred to as the " Employer " in this contract, and Baad Mehr
Tavan Gostar Company Registered No. 503584 on behalf of Mr. Mehrad Davarifar (CEO) contact
adress davarifar@gmail.com , which will be referred to as Contractor in this contract , will be
concluded in the following conditions .

2. Object of the contract

The Object of the contract includes and is not limited to the following:
1. Providing consulting services in the field of designing renewable energy plants and storage .
2. Review and comment on the technical documents received from the relevant design consultant .

3. Duration of the contract

From: 01 Feb. 2023 upto 01 Jan. 2024 that can be continued by mutual agreement.

4. Remuniration and payment method:

The salary and fee of the Specialist for the services provided is as follows :
- Clause 1 and 2 of article 2 above : equivalent to 20 $AUD per hour , and at least 15 hours per
month .
The above mentioned amounts will be paid based on the performance report and the approval of the
project manager and CEO , this amount is lump sum and will not include any adjustments during the
contract period. .
In case of any mission related to the project , travel and accommodation expenses and daily mission fee
will be calculated and paid separately according to the employer's criteria .
Deductions subject to the contract amount will be equal to the internal rules of the employer.
Any legal deductions related to the contract are the responsibility of the Specialist and the employer will
not take any special action in this regard .

5. Location
Location to perform the job would be in on line working .

Employer Representative Contractor Representative

Name: Ihsan Allah Ali navaz On behalf of Milad Agah Name: Mehrad Davarifar
Sign: Sign:
Date: 01 Feb. 2023 Date : 01 Feb. 2023
 MANTRIX COMPANY

Project Title: Solar Power Plants Project

Contract Number: MA-C-D-23- 002 Page: 3 of 10

6. Employer Obligations
- Provide information required by the Contractor
- Timely Invoices payments

7. Contractor Obligations
- All cases referred to in Article 2 above
- Confidentiality of all files & information received and any documents produced
- Obliged to meet the timeline and acceptace criteria according to employers' by-laws.
- Pay full attention to "time / cost / quality" factors in performing all committed services
- The Contractor must be aware of the geographical and regional standards of the project area
- The Contractor should prepare and issue report at the end of each week and end of each month
(according to the employer approved format).
- Any disclosure of the project information by the contractor or contractor's stave that use of
information and data and design files without the approval of the Employer , will be prosecured .
- All the documents prepared and produced and related to this contract belong to the Employer, and
the Employer can use them in any way that needs.

8. Terms of contract termination

Employer can terminate this contract with 15 days notification.
The Contractor can request the termination of the contract by announcing one month in advance.
In case of the contractor's request and the employer's agreement to terminate the contract , the contractor
will be responsible for all damages caused to the Employer , and the Employer will be responsible for
all approved work & documents payments to the contractor .

9. Other
- The employer is the ultimate owner of the product, information, IP or any other aspects of the
ownership related to this contract .
- This contract will not create any other obligation for the employer Specialist the cases specified in
Article 6.
- Any disclosure of the project information by the contractor or contractor's stave that use of
information and data and design files without the approval of the Employer , will be prosecured .
- The Contractor is obliged to compensate any possible damages to the employer due to poor
performance or delay or non-compliance with fiduciary and secrecy or other possible negligence.
Identifying case of this is with the arbitrator of the parties.

Employer Representative Contractor Representative

Name: Ihsan Allah Ali navaz On behalf of Milad Agah Name: Mehrad Davarifar
Sign: Sign:
Date: 01 Feb. 2023 Date : 01 Feb. 2023
 MANTRIX COMPANY

Project Title: Solar Power Plants Project

Contract Number: MA-C-D-23- 002 Page: 4 of 10

Employer Representative Contractor Representative

Name: Ihsan Allah Ali navaz On behalf of Milad Agah Name: Mehrad Davarifar
Sign: Sign:
Date: 01 Feb. 2023 Date : 01 Feb. 2023
 MANTRIX COMPANY

Project Title: Solar Power Plants Project

Contract Number: MA-C-D-23- 002 Page: 5 of 10

10. Copies of the contract

This agreement has been prepared and signed in 10 articlesand 1 attachment and 10 pages and in 2
copies with the same validity and both copies are in the same sentence.
The parties signed this agreement in confirmation of the above.

Employer Contractor

Ihsan Allah Ali navaz Mehrad Davarifar

CEO
On behalf of Milad Agah
Signature : Signature :

Stamp : Stamp :

Employer Representative Contractor Representative

Name: Ihsan Allah Ali navaz On behalf of Milad Agah Name: Mehrad Davarifar
Sign: Sign:
Date: 01 Feb. 2023 Date : 01 Feb. 2023
 MANTRIX COMPANY

Project Title: Solar Power Plants Project

Contract Number: MA-C-D-23- 002 Page: 6 of 10

Attachment 1

CONFIDENTIALITY AGREEMENT
(MUTUAL DISCLOSURE)

EFFECTIVE DATE OF CONFIDENTIALITY AGREEMENT : 01 Feb. 2023

PARTIES
Authorized Disclosing Party : Receiving Party :

Ehsan allah Ali navaz Mehrad Davarifar

National No.: …………………… Pasport No. : U45230494

Contact : 971-4-6578989 Contact :

NOTICES For ………………………………. For ……………………………….

Name : Ehsan allah Ali navaz Name : Mehrad Davarifar

Email/Phone: Info@mantrixx.com Email/Phone: davarifar@gmail.com

BACKGROUND Milad Agah and Mehrad Davarifar : ( together referred to as “the Parties” and each
individually as “a Party” ) intend to discuss certain information for the Purpose and agree to
disclose such information on the terms, and subject to the conditions, set out in this
Confidentiality Agreement .

The Purpose : Only in order to develop engineering design exclusively for Mantrix Company

1 DEFINITIONS

1.1 “Authorised Person” means third party with respect to whom the Receiving Party has obtained the
written consent of the Disclosing Party to disclose the Confidential Information under this Agreement.

1.2 “Confidential Information” means:

(a) all information which is provided by or on behalf of a Party (“Disclosing Party”) to the other
Party (“Receiving Party”), of any nature or in any form, for or in connection with the Purpose,
whether before or after the Effective Date, (including but not limited to commercial, technical,

Employer Representative Contractor Representative

Name: Ihsan Allah Ali navaz On behalf of Milad Agah Name: Mehrad Davarifar
Sign: Sign:
Date: 01 Feb. 2023 Date : 01 Feb. 2023
 MANTRIX COMPANY

Project Title: Solar Power Plants Project

Contract Number: MA-C-D-23- 002 Page: 7 of 10

economic, financial or marketing information, transaction data relating to a Party or to the

Purpose) and whether or not marked “confidential”, “proprietary”, “sensitive” or the like;

(b) all information created, ascertained, discovered or derived, whether directly or indirectly, from the
information described at 1.2(a);

(c) the existence and terms of this Confidentiality Agreement ; and

(d) the fact that the parties are or have been in discussions concerning a possible future cooperation
or any other fact with respect to such a possible cooperation

1.3 “Effective Date” means the date of this Agreement, as shown on the front page, or if no date is shown,
the date on which the last of the Parties executes this Agreement.

1.4 “Purpose” has the meaning described on the front page of this Agreement.

1.5 “Related Body Corporate” has the same meaning as in the Corporations Act 2001 (Cth).

1.6 “Representative” for Disclosing Party means an officer, director, employee and adviser and for Receiving
Party means Mr. Hosein Atash Poosh

1 USE OF CONFIDENTIAL INFORMATION

2.1 All Confidential Information of the Disclosing Party:

(a) In case of being authorized by discloser party in written notice for specific purpose. In this case
the new receiver must sign the same agreement;

(b) must only be used and reproduced by the Receiving Party in connection with the Purpose; and

(c) must not be disclosed, whether directly or indirectly, to any person(s), except:

(i) to a Representative, Related Body Corporate or an Authorised Person who has a need
to know the Confidential Information solely for the Purpose, provided that the
Representative, Related Body Corporate or Authorised Person has been informed and
agrees to keep the Confidential Information confidential;

Employer Representative Contractor Representative

Name: Ihsan Allah Ali navaz On behalf of Milad Agah Name: Mehrad Davarifar
Sign: Sign:
Date: 01 Feb. 2023 Date : 01 Feb. 2023
 MANTRIX COMPANY

Project Title: Solar Power Plants Project

Contract Number: MA-C-D-23- 002 Page: 8 of 10

(ii) where the Receiving Party is required to disclose the Confidential Information by law, a
court order or a government agency, in which case the Receiving Party will give the
Disclosing Party written notice of the requirement to disclose as soon as reasonably
practicable and assist the Disclosing Party to challenge such disclosure if appropriate.

2.2 Any breach of this Agreement by a Representative or a Related Body Corporate of the Receiving Party
or by any Authorised Person is to be treated as a breach of this Confidentiality Agreement by the
Receiving Party.

2.3 If the Purpose involves collaboration between the Parties in a joint response to a tender, the Parties
acknowledge and agree that is necessary for certain elements of the Confidential Information to be
incorporated in such joint tender response and provided to the tenderer for evaluation.

2.4 The Receiving Party must notify the Disclosing Party immediately in writing upon becoming aware of
any threatened or actual disclosure or use of the Confidential Information by the Receiving Party, a
Representative or a Related Body Corporate of the Receiving Party or any Authorised Person which is
contrary to the terms of this Agreement or the Purpose.

3 OWNERSHIP AND RETURN OF CONFIDENTIAL INFORMATION

All Confidential Information and any copies thereof:

(a) remain the property of the Disclosing Party and nothing in this Agreement is to be construed as
granting the Receiving Party any title, license or other right or interest in or to the Disclosing
Party’s Confidential Information; and

(b) is to be returned to the Disclosing Party or destroyed, as directed by the Disclosing Party in its
sole discretion, upon the request of the Disclosing Party.

4 REMEDIES

The Parties acknowledge the value of the Confidential Information and that a breach of this Agreement may
cause irreparable damage to the Disclosing Party. Accordingly, in addition to any rights and remedies available
to the Disclosing Party resulting from a breach of this Agreement, the Disclosing Party is entitled to prosecute
against a breach or threatened breach without needing to prove actual detriment or prejudice sustained or likely
to be sustained by it.

Employer Representative Contractor Representative

Name: Ihsan Allah Ali navaz On behalf of Milad Agah Name: Mehrad Davarifar
Sign: Sign:
Date: 01 Feb. 2023 Date : 01 Feb. 2023
 MANTRIX COMPANY

Project Title: Solar Power Plants Project

Contract Number: MA-C-D-23- 002 Page: 9 of 10

5 TERM AND SURVIVAL

This Agreement may be terminated by either Party at any time upon thirty (30) days prior written notice to the
other Party and unless so terminated shall expire two (2) years after the Effective Date. The termination or expiry
of this Agreement shall not relieve the Receiving Party of the obligations imposed by this Agreement in respect of
Confidential Information received prior to the date of the termination or expiry. The Confidential Information is to
be kept confidential until such date as one of the events in clause 1.2(c) occurs, or five (5) years from the date of
this Agreement, whichever first occurs.

6 GOVERNING LAW

This Agreement is governed by and is to be construed in accordance with the laws of New South Wales,
Australia, and the Parties submit to the non-exclusive jurisdiction of the courts in that State. For Iranian
citizens, judiciary system in Iran could be qualified to be the referee.

7 GENERAL

7.1 The Parties agree that the opportunity to access the Confidential Information of the Disclosing
Party for the Purpose is good and valuable consideration for the undertakings given by the
Receiving Party in this Agreement.

7.2 Whilst the Confidential Information is provided in good faith, the Parties make no representations or
warranties as to its accuracy, reliability, completeness or suitability for any particular purpose.

7.3 Nothing in this Agreement may be construed as compelling a Party to disclose its Confidential
Information or to enter into further contractual arrangements.

7.4 Notices must be sent to the attention of the Representative identified on the front page of this
Agreement.

7.5 The rights or obligations under this Agreement may not be assigned by a Party without the prior written
consent of the other Party.

Employer Representative Contractor Representative

Name: Ihsan Allah Ali navaz On behalf of Milad Agah Name: Mehrad Davarifar
Sign: Sign:
Date: 01 Feb. 2023 Date : 01 Feb. 2023
 MANTRIX COMPANY

Project Title: Solar Power Plants Project

Contract Number: MA-C-D-23- 002 Page: 10 of 10

7.6 This Agreement may be signed in any number of counterparts which taken together constitute one and
the same document.

7.7 This Agreement is the entire agreement between the Parties in relation to the disclosure of the
Confidential Information and may not be changed unless in writing and signed by both Parties.

Executed as an Agreement:

Signed by Authorized Disclosing Party Signed by Receiving Party

……………………………… ………………………………
Full name: Full name:
Mr. Ehsan allah Ali navaz Mr. Mehrad Davarifar
On behalf of : Milad Agah Date: 01 Feb. 2023
Date: 01 Feb. 2023

Signature of witness
Signature of witness ………………………………
………………… Hamid Reza Ghoupaei
……………
Name of witness
Mojtaba Tavakol
Date: 01 Feb. 2023 Date: 01 Feb. 2023

Employer Representative Contractor Representative

Name: Ihsan Allah Ali navaz On behalf of Milad Agah Name: Mehrad Davarifar
Sign: Sign:
Date: 01 Feb. 2023 Date : 01 Feb. 2023