This Joint Venture Agreement, dated 12 February 2024, hereinafter: “Agreement”, is entered

into between:
1. [COMPANY NAME], a private limited company duly incorporated and registered in
[COUNTRY], with registered office at [ADDRESS, TOWN, STATE, ZIP CODE,
COUNTRY] and registered at [COUNTRY] Chamber of Commerce under Nº.:
[REGISTRATION NUMBER], duly represented by [NAME OF SIGNATORY], [POSITION]
(Passport Nº.: [PASSPORT NUMBER]) to solely act under this Agreement and under the
above-mentioned Agreement Code, hereinafter: “Party A”.
and
2. [Company Name], a private limited company duly incorporated and registered in
[COUNTRY], with registered office at [ADDRESS, TOWN, STATE, ZIP CODE,
COUNTRY] and registered at [COUNTRY] Chamber of Commerce under Nº.:
[REGISTRATION NUMBER], duly represented by [NAME OF SIGNATORY], [POSITION]
(Passport Nº.: [PASSPORT NUMBER]) to solely act under this Agreement and under the
above-mentioned Agreement Code, hereinafter:: “Party B”.
and
3. Company Name., a private limited company duly incorporated and registered in
[COUNTRY], with registered office at [ADDRESS, TOWN, STATE, ZIP CODE,
COUNTRY] and registered at [COUNTRY] Chamber of Commerce under Nº.:
[REGISTRATION NUMBER], duly represented by [NAME OF SIGNATORY], [POSITION]
(Passport Nº.: [PASSPORT NUMBER]) to solely act under this Agreement and under the
above-mentioned Agreement Code, hereinafter:: “Party C”.

Party B and Party C, together referred to as the “Party BC”.

Party A and Party BC, each individually referred to as “Party” and all together referred to as the
“Parties” and/or “Joint Venture”.
For the purposes of this Agreement, in respect of the Parties such other person, firm or body
corporate or incorporate as the Parties shall agree from time to time shall have the benefit of this
Agreement or who or which should be bound by its terms.

WHEREAS
a. The Parties identified herein are active in the business of international trading, purchases and
sales of (petroleum) products and are desirous through this Agreement to maximize their
potential revenues of their activities by benefitting of their respective experience, expertise and
network so as to best negotiate and execute sales and purchase agreements whether on-going or
future spot transactions and/or long-term contracts of crude oil, fuel, refined petroleum
products and other commodities, hereinafter the “Product(s)”.
b. Party A has expertise in sourcing, purchasing, selling and providing of financial services for
the trade of Product(s).
c. Party BC has large network of Seller’s and Buyer’s of Product(s) and furthermore enlarging
their network by sourcing, purchasing, and reselling of said Product(s).
d. Pursuant to the terms and conditions of this Agreement, the Parties desire to enter into a joint
venture to participate non-exclusively and to define their respective roles, functions and
responsibilities in order to successfully perform and satisfy the objectives of transactions that
they intend to jointly carry out.
e. Each Party hereto declares that it is legally empowered, fully authorized to execute, sign and
accept this Agreement, as well as agrees to be bound by its Terms and Conditions under
penalty and other consequences.
f. The Parties herein agree that each Party has the full right to use and choose whatever
company more suitable to carry out an assignment, to successfully complete the present
Agreement as determined in this Agreement.

NOW THEREFORE for and in consideration of these premises and the mutual covenants and
agreements hereinafter contained, the Parties hereto hereby agree as follows:

1. Article 1 – Scope of Cooperation.

1.1. Independent Ventures. The parties may have other business interests or engage in or
possess interests in other business ventures of any nature or description, including involving
the purchase and sale of Product(s), provided that they do not conflict with any of the terms
or conditions of this Agreement.
1.2. Authority to Act. Neither Party shall have any authority to act for the other or to incur any
obligation on behalf of the other except as specifically provided by this Agreement or
otherwise agreed to by the Parties in writing. Nothing contained herein shall be deemed to
constitute the Parties as agents of each other or in any other relationship whereby any Party
could be held liable for any act or omission of the other.

2. Article 2 – Joint Venture Management and Obligations.

2.1. The Sourcing of Products. Party BC shall source Product(s) purchase opportunities in all
territories worldwide that it deems suitable for the Joint Venture, which it shall submit to
Party A in writing for review, including identification of the Seller of the Product(s) (“,
hereinafter: “Seller” and the other parties involved in the transaction, the type and quantity
of Product(s) to be purchased, the purchase price to be paid for the Product(s) hereinafter
“Purchase Price “and purchase terms, the financial structure of the transaction, shipping
terms, and other customary terms for the transaction type. Party A shall then have the
option to approve or reject each opportunity presented, as a transaction that the Joint
Venture will pursue, which approval or rejection it shall communicate to Party BC in
writing. For avoidance of doubt, Party A shall have absolute discretion to reject any and all
opportunities presented by Party BC; provided, however, that Party BC shall thereafter
have the right to pursue any such rejected opportunities on its own.
2.2. Party A Guarantee. For each opportunity that Party A approves which is entered into by
the Joint Venture, each, “Transaction”. Party A shall guarantee to the Seller or its
designee, by means of a Documentary Letter of Credit, Commercial Letter of Credit, or
similar instrument, hereinafter: “Instrument”, the entire Purchase Price of the Transaction.
Instruments shall be issued by an A-rated (Moody’s or S&P) global bank and confirmed
via standard SWIFT Brussels system. Instruments shall remain valid until the Purchase
Price is paid in full and Party BC takes “possession” of the purchased Product(s), or ninety
(90) days from issuance of the Instrument, whichever occurs first (“Instrument Term”). For
avoidance of doubt, upon Party A' written approval of a Transaction it shall have a binding
obligation to provide a suitable Instrument for the Transaction, provided that its terms are
substantially similar to those previously approved by Party A for the Transaction.
2.3. Purchase of Product(s). Upon Party A' provision of the Instrument for the Transaction,
Party BC shall purchase and take possession of the Product(s) on behalf of the Joint
 Venture and on terms that are substantially similar to those previously approved by Party A
for the Transaction. In connection with the foregoing, Party BC shall be responsible for
negotiating with the Seller and any intermediaries or other interested parties (if any),
executing the purchase agreement and other documents required for the successful closing
of the Transaction, hereinafter: the “Closing”, and coordinating logistical matters
pertaining to the transportation and storage of the Product(s).
2.4. Sale of Product(s). All Product(s) purchased by Party BC on behalf of the Joint Venture,
utilizing an Instrument provided by Party A to secure the Transaction shall be sold or
otherwise commercialized by Party BC (and/or Party A) and the Net Profits (as defined
below) distributed to the Parties in accordance with Section 3.1. In connection with the
foregoing, each Party shall use its best efforts to promote and market the Product(s)
purchased by or on behalf of the Joint Venture to potential purchasers or resellers and shall
coordinate with the other Party regarding the same.
2.5. Costs and Expenses. Except as set forth in Section 3.1 or otherwise agreed to in writing by
the Parties, each Party, except for the agreed fees of official registered Intermediaries of
both sides, hereinafter “Intermediary fees”, shall be responsible for its own costs and
expenses arising from the Joint Venture.

3. Article 3 – Joint Venture Profits.

3.1. Distribution. Party A and Party BC shall each be entitled to receiving the following
percentage of the Net Profits earned and received (less the Intermediary fees), by either of
the Joint Venture Partners for the sale or other commercialization of the Product(s),
purchased for and on behalf of the Joint Venture.
✓ Party A is entitled to receive (or keep) Sixty-Five Percent (25%) of the above-
mentioned Net Profits, less the Intermediary fees.
✓ Party B is entitled to receive (or keep) Thirty-Five Percent (25%) of the above-
mentioned Net Profits, less the Intermediary fees.
✓ Party C is entitled to receive (or keep) Thirty-Five Percent (50%) of the above-
mentioned Net Profits, less the Intermediary fees.
3.2. The Parties agree to transfer each proportion of the above agreed percentages to the other
Party within three banking days upon receipt of each and any payment received from any
buyer/purchaser into the other Party’s designated bank account, through bank wire transfer
(MT103), together with an accounting detailing how such distribution was calculated. For
purposes of this Agreement, the term Net Profits shall be defined as the gross revenue
earned and received by either Party for the sale or other commercialization of the by the
Joint Venture purchased Product(s), less (i) the Purchase Price for such Product(s), (ii)
Intermediary fees, (iii) if applicable, all transportation and freight fees, packing costs,
customs duties, import taxes, tariffs, insurance, storage costs, and taxes associated with the
purchase, sale, or other commercialization of the by the Joint Venture purchased
Product(s).
3.3. Books and Records. The Parties shall be entitled to examine, at its expense and upon
reasonable notice to either Party, the books, and records of the other Party that (only)
pertain to the purchase, sale, or other commercialization of the by the Joint Venture
purchased Product(s) in order to verify the accuracy of the distribution of JV (net) Profits
that either of the Parties have received and distributed.
4. Article 4 – Term and Termination.
4.1. Term. The term of this Agreement shall be for a period of five (5) years, commencing on
the Effective Date and ending at the expiration of such period, hereinafter: the “Term”,
unless renewed by the parties in writing.
4.2. Termination. Either Party may terminate this Agreement at any time and for any reason
prior to the expiration of the Term, which shall be effective upon Thirty (30) days written
notice to the other Party; provided, however, that upon termination of this Agreement for
any reason, (i) any Instruments then in effect shall remain in full force and effect until the
expiration of its Instrument Term, and (ii) The Parties shall continue to pay to either Party
its share of the Net Profits until all the by the Joint Venture purchased Product(s) are sold
or otherwise commercialized by the Parties.

5. Article 5 – Confidential Information.

5.1. The Parties acknowledge that certain information disclosed by a disclosing party,
hereinafter: the “Discloser”, in connection with the Joint Venture may be confidential or
proprietary and, if so, must be protected by the receiving Party, hereinafter: the
“Recipient”, as provided below. For purposes of this Agreement, the terms Discloser and
Recipient shall include their respective Affiliate(s), which shall be defined as an entity or
person that, directly or indirectly through one or more intermediaries, controls, is controlled
by or is under common control of a Party.
5.2. Definition. For purposes of this Agreement, the term “Confidential Information” shall
mean all business information and materials provided to Recipient by Discloser or on its
behalf, including, without limitation, information or materials regarding Discloser's
technical, customer, product, service and/or business information or concepts in written,
graphic, oral, electronic or other tangible or intangible forms including, without limitation,
specifications, records, data, product features and development plans, project plans,
technology, inventions, documents, computer programs, source code, formulas, processes,
drawings, designs, renderings, schematics, plans, know-how, notes, models, reports,
forecasts, research, contracts, correspondence, mock-ups, marketing plans, sales and
merchandising plans, release schedules, financial data, supplier and vendor information,
procurement requirements, customer and prospective customer information, personnel lists
and information, and all copies, and summaries and extracts of any of the foregoing. The
term Confidential Information also includes any Confidential Information that was disclosed
to Recipient prior to the execution of this Agreement and all notes, analysis, compilations,
studies, interpretations, or other materials prepared by or on behalf of Recipient to the extent
such materials contain or are based on the Confidential Information furnished pursuant to
this Agreement. Any information or material provided by Discloser which is clearly
designated “Confidential” will be presumed to be Confidential Information; provided,
however, that the absence of any such legend will not preclude the same from being deemed
Confidential Information if Discloser informs Recipient of its confidential nature or if
Recipient otherwise knows or should reasonably be expected to know of their confidential
nature.

5.3. Exceptions. The obligations of non-disclosure set forth herein shall not apply to
Confidential Information which (i) is now, or hereafter becomes, through no act or failure to
act on the part of Recipient, generally known or available to the public; (ii) is disclosed with
 the prior written consent of Discloser; (iii) was or is independently developed by Recipient
without the developing person(s) having access to the Confidential Information; (iv) is
required to be disclosed pursuant to the order or requirement of a court, administrative
agency or other governmental body (provided that Recipient must use reasonable efforts to
provide notice to Discloser sufficiently in advance to permit Discloser to contest the
requested disclosure and/or seek a protective order); or (v) was or becomes known to
Recipient from a source other than Discloser without breach by such source of an obligation
of confidentiality with respect to such Confidential Information. The burden of proof to
establish that one of the above exceptions applies will be upon Recipient.
5.4. Non-Disclosure. Except as authorized by Discloser in writing, Recipient shall: (i) not
reproduce, use, distribute, disclose or otherwise disseminate the Confidential Information or
take any action causing, or fail to take any reasonable action necessary to prevent, any
Confidential Information disclosed to Recipient to lose its character as Confidential
Information; (ii) use the Confidential Information solely for the Joint Venture; (iii) limit
access to its employees, personnel or advisors (including attorneys, accountants and
consultants) who need to know such Confidential Information for the Joint Venture,
provided that they have signed written agreements with Recipient obligating them to
maintain the Confidential Information under terms and conditions no less onerous than those
provided for herein; (iv) not authorize any third party to disclose the Confidential
Information to others without the prior written approval of Discloser; (v) use the same
degree of care in protecting the Confidential Information as it uses to protect its own
confidential information, but in no event less than a reasonable degree of care; (vi) not
remove any copyright notice, trademark notice, and/or other proprietary legend or indication
of confidentiality set forth on or contained in any of the Confidential Information; and (vii)
promptly notify Discloser in writing of any unauthorized use or disclosure of the
Confidential Information. The confidentiality obligations set forth herein shall survive any
termination of this Agreement for a period of five (5) years after the date of disclosure of
Confidential Information hereunder. Thereafter, the Parties’ obligations hereunder survive
and continue in effect with respect to any Confidential Information that is a trade secret
under applicable law.
5.5. Ownership. Unless otherwise agreed to by the Parties in writing, all Confidential
Information and derivations thereof shall remain the sole and exclusive property of the
Discloser and, as between the Parties, no license or other right to such Confidential
Information is granted or implied hereby.
5.6. No Warranty. Discloser makes no representation or warranty as to the accuracy or
completeness of the Confidential Information or any component thereof, and Recipient
agrees that no warranties of any kind, express or implied, are given by Discloser with
respect to any Confidential Information disclosed hereunder.
5.7. Return of Confidential Information. Upon the request of Discloser or upon the
termination of this Agreement, Recipient shall cease using the Confidential Information
and, within five (5) business days, return to Discloser or destroy all Confidential
Information furnished to Recipient and any copies thereof and shall destroy any notes,
documents, extracts or analyses which are based upon, derived from, or contain any such
Confidential Information; and (iii) upon the request of Discloser, certify in a writing signed
by an authorized representative that Recipient has complied with the obligations of this
Section.
5.8. Equitable Relief. The Parties acknowledge that unauthorized disclosure or use of
Confidential Information will cause great or irreparable injury to Discloser and that
pecuniary compensation would not afford adequate relief or it would be extremely difficult
to ascertain the amount of compensation which would afford adequate relief. Therefore, the
Parties agree that, in the event of such unauthorized disclosure or use of Confidential
Information, Discloser will have the right to seek and to obtain injunctive relief without the
necessity to post bond in addition to any other rights and remedies it may have.

6. Article 6 – Non-Circumvention.
6.1. Each During the Term and for two (2) years thereafter, the Parties shall not, by any means
or under any circumstances whatsoever, directly, or indirectly, negotiate or enter into any
agreement for the purchase or sale of Products or otherwise become involved with any
person, entity, or government agency introduced or disclosed by either Party for purposes
of the Joint Venture.

7. Article 7 – Limitation of Liability.

7.1. In no event shall the Parties be liable to each other for any indirect, special, incidental,
consequential, or punitive damages, including without limitation, loss of profit, revenue,
data or use, or for similar costs, whether in an action in contract or tort or based on warranty
or other claim arising out of this Agreement, even if the Parties have been advised of the
possibility of such damages unless that Party has engaged in wilful misconduct or gross
negligence. a Party's liability for any damages under this Agreement shall be limited to the
benefit of the bargain, regardless of whether such liability arises from breach of contract,
tort, by operation of law or otherwise.

8. Article 8 – Indemnification.
8.1. Each Party agrees to indemnify and hold the other Party and its equity holders, directors,
officers, personnel, and Affiliates harmless from any costs, claims, damages, losses,
liabilities or expenses (including reasonable attorneys’ fees and costs) asserted by a third
party resulting from such party’s breach of or default under this Agreement, any inaccurate
or unauthorized representation or warranty made by such party, or its failure to conform to
local laws and regulations.

9. Article 9 – General Provisions.

9.1. Agreement. This Agreement constitutes the entire understanding and agreement among the
Parties with respect to the subject matter hereof and supersedes any and all prior and
contemporaneous agreements, representations, and understandings of the Parties, whether
written or oral, regarding such matters.

9.2. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the United Kingdom without regard to any conflict of laws principles.
9.3. Severability. If any provision contained in this Agreement is, for any reason, held to be
invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect
any other provision of this Agreement and this Agreement shall be construed (i) as if such
invalid or unenforceable provision had been effectively modified to the extent necessary to
avoid the illegality or unenforceability of such provision, if possible, and if not, then (ii) as
if such invalid or unenforceable provision had not been contained herein.
9.4. Notices. All notices required hereunder will be in writing and deemed effectively given: (i)
upon personal delivery to the Party to be notified; (ii) when sent by confirmed electronic
mail if sent during normal business hours of the recipient, and if not sent during normal
business hours of the recipient, then on the next business day; or (iii) one (1) business day
after deposit with an internationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications will be sent to the other
party to this Agreement at such Party’s address set forth in this Agreement, or at such
other address as such Party may designate by Ten (10) days’ advance written notice to the
other Party hereto.
9.4.1. If addressed to Party A:
[COMPANY NAME]
Attn:
[ADDRESS]
[TOWN]
[STATE]
[ZIP CODE]
[COUNTRY]
E-mail:

9.4.2. If addressed to Party B:

[COMPANY NAME]
Attn:
[ADDRESS]
[TOWN]
[STATE]
[ZIP CODE]
[COUNTRY]
[E-mail:]
9.4.3. If addressed to Party C:
[COMPANY NAME]
Attn:
[ADDRESS]
[TOWN]
[STATE]
[ZIP CODE]
[COUNTRY]
[E-MAIL]
9.5. Modifications. No amendment, modification, or waiver of any term or condition of this
Agreement may be made except by an instrument in writing signed by the Parties affected
by such amendment, modification, or waiver. Any attempted oral or implied amendment,
modification, or waiver shall be null and void.
9.6. Representations. Each Party represents and warrants that: (i) it has full right, power and
authority to execute this Agreement and perform its obligations hereunder, and that this
Agreement constitutes a valid and legally binding obligation of it, enforceable in
accordance with its terms; (ii) the execution and performance of this Agreement will not
constitute a default or breach under any trade regulation, law, contract or obligation to which
such Party is bound; and (iii) it shall, at all times, comply with all applicable laws,
governmental orders and regulations applicable to its performance under this Agreement.
9.7. Waiver. No Party shall be deemed to have waived the exercise of any right that it holds
under this Agreement or at law unless such waiver is expressly made in writing. Failure of a
Party at any time, and for any length of time, to require performance by the other Party of
any obligation under this Agreement shall in no event affect the right to require
performance of that obligation or the right to claim remedies for breach under the
Agreement or at law. A waiver by a party of any breach of any provision of this
Agreement, unless otherwise expressly stated in writing, is not to be construed as a waiver
of any continuing or succeeding breach of such provision, a waiver or modification of the
provision itself, or a waiver or modification of any right under this Agreement or at law.
9.8. Assignments. No Party may assign this Agreement or its rights and obligations hereunder
to any third party without the prior written consent of the other Party, which consent shall
not be unreasonably withheld.
9.9. Further Assurances. The Parties covenant and agree that they will execute such
instruments and documents as are or may become reasonably necessary or convenient to
effectuate and carry out the purposes of the provisions of this Agreement.
9.10. Dispute Resolution. Except as otherwise provided herein, if the Parties are unable to
directly resolve any dispute, claim, demand, controversy, or cause of action arising from this
Agreement, they agree that such dispute, claim, demand, controversy, or cause of action
shall be completely and finally settled by submission to arbitration before a single arbitrator
under the Rules of Arbitration of The London Court of International Arbitration. The
arbitration proceedings shall take place in London, England and shall be conducted in
English. The award of the arbitrator shall be in writing, shall be final and binding upon the
Parties, shall not be appealed from or contested in any court and may, in appropriate
circumstances, include injunctive relief. Judgment on such award may be entered in any
court of appropriate jurisdiction, or application may be made to that court for a judicial
acceptance of the award and an order of enforcement, as the party seeking to enforce that
award may elect.
9.11. Attorney’s Fees. If a Party shall commence any action or proceeding that arises out of this
Agreement, the prevailing Party therein shall be entitled to recover all reasonable costs
incurred in connection therewith, including reasonable attorneys' fees and costs.
9.12. Successors and Assigns. This Agreement will be binding upon, and inure to the benefit of,
the Parties and their respective successors and permitted assigns.
9.13. Counterparts. This Agreement may be executed in two or more counterparts, each of
which will be deemed an original, but all of which together will constitute one and the same
instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or
any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform
Electronic Transactions Act, or other applicable law) or other transmission method and any
counterpart so delivered will be deemed to have been duly and validly delivered and be
valid and effective for all purposes.

[Remainder of page intentionally omitted; signature page to follow.]

ACCEPTED AND AGREED WITHOUT CHANGE.
IN WITNESS WHEREOF, the Parties have executed this Joint Venture Agreement as of the
Effective Date.

[NAME OF SIGNATORY]
[COMPANY NAME] (Party A)

[NAME OF SIGNATORY] NAME OF SIGNATORY

[COMPANY NAME] (Party B) [COMPANY NAME] (Party C)

EDT (Electronic document transmissions)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this
Contract. As applicable, this agreement shall be:
1. Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or such
other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and
2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
3. EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party
may request hard copy of any document that has been previously transmitted by electronic means provided
however, that any such request shall in no manner delay the parties from performing their respective obligations and
duties under EDT instruments.