IRREVOCABLE MASTER FEE PROTECTION AGREEMENT–

NON-CIRCUMVENTION, NON-DISCLOSURE

The signatories to this Consulting & Fee Protection Agreement are between “M/s.- - capital”
represented by “Mr.xxxxxxxxxxx”, contact no.: +xxxxxxxxxxx, Email: xxxxxxxxxal.com
hereinafter referred to as the “PRINCIPAL xxxxxxxxx”.

And,

M/s............................................. represented by Mr………………... , ……………. ,and Email

ID: …………………….@gmail.com, 876…………….hereinafter referred to as the “Client”.
“................................................”- Client for the sake of brevity is hereinafter referred to as
“......................” and who is the Signatory to this Agreement thru Mr……. (Managing
Director).Now, “................................................”- Client, with proper authority to enter into this
agreement, hereby appoints and authorizes the aforesaid “- -”, to carry out the following tasks:

a) To serve as their financial “Consultant”, which includes assistance to find a Lender, HNWI,
Investors, Equity Partners, Debt Loan, Collaborators, JV Partners, Bridge Capital Funding /
Angel Funding for the various developments / ventures / projects of
“................................................”- Client in various locations in India, Far East, Europe,
Middle East, USA, Canada and Australia, based upon the strategies of
“................................................” for its businesses of Solar plant, Solar advisory, EPC, and to
submit the entire financial data and information (only along with the full support and
cooperation of “................................................”) supplied by Mr........................ , for the
purpose of obtaining funding by way of Debt Loan / Equity / Joint Venture / Collaboration /
a Bridge Funding Association / funding arranged by the - - through PE Contacts. Funding
extent ranging up to USD/ Euro ---- million or Rs. ---- Crore as may be duly approved by
any of the Lending Groups or Funding Entities or Equity Partners or Investors introduced to
“................................................” by the “- -”, from time to time, as aforementioned) for the
business ventures and projects of “................................................” for India and the
International banks with and on such terms and conditions that is mutually agreed to
“................................................” and the Lending Groups / Equity Partners / Investors, etc.
b) To introduce various genuine and potential Business Associates / Individuals / HNWI / Other
Liaison Agents, and other Associates to source investment solutions for
“................................................”, thru their valued connections in India or -ly, and who
would be paid their counter commissions through principal consultants/ firm / directly by
“................................................” for such tasks performed and successfully converted into
FUNDING for “................................................”.

c) It is hereby clearly understood between both parties that the “- - ” will use a “best efforts”
basis to procure and get Lender, HNI’s , Investors , Equity Partners , Debt Loan,
Collaborators , JV Partners , Bridge Capital Funding / Angel Funding to
“................................................”, along with our committed efforts and good connections in
India or -ly; for which a total professional service charge / commissions for the “- -”, %
 ( percent only) of respective local currency (USD/ Euro/ INR) at which funds have been
availed as the “Disbursed Funding / Equity Amount”, would be paid irrevocably and
unconditionally by “................................................” to the “- -”, by way of a WIRE
TRANSFER / SWIFT INTL. REMITTANCE / PAY ORDER in favor of the “- -’s –
Xxxxxxxxxxxxx ”, in USD/ RUPEES / EUROS. Upon Investments / Equity Funding from
Investor, to the current bank account of “Xxxxxxxxxxxxx” in Europe or Hong Kong or any.
Thus 5 % (Five percent) of funding shall be immediately credited to - - in their bank account,
of their respective bank Accounts of Xxxxxxxxxxxxx in India Or any other desired bank
account and destination of the “- -”.

Client Firm name

Client phone +91-xxxxxxxxxxxx
Client E-mail xxxxxxxxxxk.com | xxxxxxxxxxxxxxxx@gmail.com
Bank name xxxxxxxxxx Bank
Bank address Xxxxxxxxxxxxxxxxxx .India
S.W.I.F.T Code XxxxxxxxxxxxxxxxxC
Bank Phone/Fax +91(xxxxxxx| +91(xxxxxxxxxxxxx
Account number 00xxxxxxxxxxxxxxxxxx
Account name xxxxxxxxxxxxxxxxxx LTD
Currency USD
Special Wire
Instructions

Principal consultant ……………….

- Paymaster name
Paymaster phone +65 ………………………………..
Paymaster E-mail
Bank name Orangeblue bank
Bank address 65 …………………………...513

S.W.I.F.T Code O………………….

Bank Phone/Fax
Account number

Account name
Currency GBP / EURO
Special Wire
 Instructions

d) “................................................” also re-confirms to the “- -” that after remittance of the said

funds into the bank account of “................................................”, it shall make this payment of
5% (five percent only) as explained above , into the “- -” accounts , and also may allow
him , if desired, to participate in all its - Business Ventures, in exact accordance with a Legal
Binding Shareholders Agreement, clearly defining the roles, duties and obligations of the “-
-” in the initial and later stages of its association with “................................................”, as
and when required and decided by and between both the parties to this AGREEMENT .

e) It is also very clearly understood by “................................................” that there is no 100%

confirmation or guarantee of any nature whatsoever given by the “- -S” to them, that any
such Funding Applications for debt or equity funding or Joint Ventures or Funding
Collaborations from their end to the Lending or Equity Funding Groups / Investors will
100% result in a successful funding placement / disbursement of the loan / equity funds to
“................................................” for their projects.

f) The - - / FUND MANAGER will do the Liaoning with the PE/ HNI / Investors. The
complete process will take a minimum of 90-150 international bank working days from the
time of all documents submission.

g) Non-refundable expenses: Clients shall provide all supporting documentation for VISA
arrangements to all our associates travel / Accommodation / consultation charges/ Food /
Local commuting expenses (from Indian Airport departure to Indian Airport Arrival or
International Airport arrival to International Departure). Non-refundable expenses: 2 ways
Flight tickets of Domestic & International: Business class only.

h) Consultant service charges as per IMFPA-NCND signed: USD / Euro or subjected to the
Monetized territory currency of 5% (Three percent) of totals FDI received as per FPA shall
be auto credited into their respective mentioned bank accounts without any delay or by cash.
i) The “................................................” shall provide all necessary requirements to the fund
managers/ Consultants from time to time.

j) Timely hospitality & above other expenses shall be borne by the

“................................................” completely during the funding process.

k) Appreciated if we maintain all communication through emails/ WhatsApp/ Skype/ email for
our mutual note. Our visa process will be through our travel desk only.

l) It is also agreed between both parties that the “- -” shall not be liable for any consequential
delay / damages suffered during the process tenure due to environmental / political
economical / or any financial turbulence in the industry, it’s our utmost efforts to assist in
procuring investments to “M/s. Productions LTD”. Funding requests given to the Lending
Groups / Investors / Equity Funding Groups, mentioned above, and if the Funding
Applications / Business Presentations / Concepts / Strategies of
“................................................” are not accepted / rejected by the Equity or Debt Lending
Groups / Investors above , for any tangible reasons whatsoever , then in that event , the “- -
or his entire team of business associates / affiliates / partners / liaison agents , introduced to
“................................................” as mentioned above, will never be liable or responsible in
any manner whatsoever for any such rejections. “................................................” also
understands that the “- -” is an Independent Financial / liaison / Marketing Consultant, and is
not authorized or responsible to make any financial or other commitments , in any manner -
-’’.

m) Due to any delay or break (continue 15 working days) in an ongoing process by client at
offshore or onshore location, Consultant’s team will have complete rights to restart or
continue the process on next availability timeframe by convenient. If the process is
discontinued or delayed due to client financial problems for more than 15 working days;
therefore the IMFPA-NCND signed mutually will be by default considered dissolved &
invalid from 16th day. Subjected to reconsider the work process only upon quality
renegotiation, consideration & only upon email acceptance by mutual.
n) “................................................” hereby agrees to pay the “- -”, a total consulting fee of 5% (
five percent only) of the Total Disbursed FDI-Joint venture funding/ Loan Amounts /
Investments, etc. which would be disbursed to “................................................” by the
aforesaid lending Groups / Equity Partners / Investors through the good offices of the “- -”, in
the manner and style as explained above.

o) This service charge / overriding commission fees to the “- -” shall be paid by

“................................................” for all repeat / rollover funding / investment transactions
that “................................................” may enter into with the aforesaid Lending Groups /
Equity Funding Partners / Investors etc. , in future, under total written intimation to the “- -”
every time for the same. The IMFPA-NCND Agreement enclosed herein under and signed
between “................................................” and the “....” – Financial consultants “also forms an
integral part of this Consulting and Fee Protection Agreement, today and in future, for all
other similar transactions with any of the aforesaid Lending Groups / Investors / Equity
Funding Partners, etc.

p) That “................................................” agrees to be available to the “- -” and the entire

“TEAM”, and vice versa, and/or to the aforesaid Lending Groups / Equity Funding Partners /
Investors, etc. as well , as reasonably necessary, for items like communications, meetings,
etc. during normal business hours, and at the local time of the Lending Groups ;
“................................................” and the “- -” further agree to do everything practicable to
expeditiously consummate all such Funding / Investment Contracts with the aforesaid
Lending Groups / Investors / Equity Funding Partners, thru the honest and committed efforts
of the “- -”, thus benefiting “................................................” in all ways possible .

q) That “................................................” also irrevocably agrees with the identity of any such
JV Partners / Funding Groups / Investors / Equity Funding Partners. Etc. , and any other
Funding & Investment sources introduced directly or indirectly by the “- -” to
“................................................” vide written intimation , will be the sole and exclusive
intellectual property of the “- -” alone. As such, “................................................” agrees to
hold in confidence, not disclose to any third party, and not to circumvent the “- -” with regard
to any such transactions, today or anytime in future as well.
r) IMFPA-NCND will be signed between clients firm & consultant only.

NON-CIRCUMVENTION, NON-DISCLOSURE CLAUSES:

This Agreement is being entered in to protect both the parties against circumventing or "going
around" each other and to protect the representation each party possesses. These NCND clauses
shall form an integral part of this Fee Protection and Consulting Agreement between the
aforesaid parties, as on this date:

1. The parties agree that this Agreement shall at all times be subject to and conform to the
rules promulgated by the International Chamber of Commerce (ICC) from time to time as
applicable hereto.
2. The parties will not, in any manner, solicit, nor accept any business from sources nor
their affiliates, that are made available by the other party to this Agreement, at any time,
nor in any manner, without express written permission of the party who made the sources
available.
3. The parties maintain complete confidentiality regarding each other's business sources and
their affiliates and associates and will disclose only to named parties pursuant to the
express written permission of the party who made available such sources.
4. The parties will not, in any way whatsoever, circumvent or attempt to circumvent each
other, or any of the other parties involved in any of the transactions the parties are
desirous of entering into and to the best of their abilities assure one another that the
original transaction codes will not be altered.
5. The parties will not disclose the names, addresses, telephone numbers, cell numbers, fax
numbers, telex numbers or e-mail addresses of the contacts revealed by any party to third
parties and that they each recognize such contacts to be exclusive and valuable contacts
of the respective party. Clients or any consultants are not supposed to contact any of the
consultant’s team directly / indirectly or bankers of the process undergoing for any
information during the process and that they will not enter into any direct negotiations or
transactions with such contacts revealed by either party.
6. That in the event of circumvention by any party, directly or indirectly, the circumvented
party shall be entitled to a legal monetary penalty equal to three (3) times the maximum
 commission, service and profit they would realize from such a transaction plus any and
all expenses, including legal, that would involve the recovery of said funds.
7. All consideration, benefits, bonuses, participants’ fees, and commission received as a
result of contributions of the parties to this Agreement, relating to any and all transactions
will be allocated as mutually agreed upon.
8. This entire Agreement is valid, enforceable and effective for any and all transactions
between and among the parties hereto and enforceable in any country and nation where
any commerce and business is conducted pursuant hereto. The duration of these NCND
Clauses vide this Agreement shall be for an initial period of two (2) years from the date
hereto, and can be renewed automatically for another period of 2 (two) or more years by
either party giving a notice in writing 60 (sixty) days in advance to the other party.
9. In the event that any party fails to honor this Agreement or any dispute arising hereunder,
the parties hereto consent, stipulate and agree that when a dispute arises as to any terms
of enforcement of this Agreement, same shall be submitted for binding arbitration
pursuant to the Rules of Arbitration promulgated by the International Chamber of
Commerce conducted in English language.
10. No party shall be in violation of the Agreement when the violation is caused by force
majeure, including, but not limited to, an act of God, War, Civil Disturbance and/or
Theft.
11. This Consulting & Fee Protection Agreement contains the entire Agreement and
understanding concerning the subject matter hereof and supersedes and replaces all prior
negotiations and proposed agreements, written or oral, between both the aforesaid parties.
12. Neither of the parties may alter, amend, nor modify this Agreement except by an
instrument in writing countersigned by both parties. It is agreed that a IMFPA-NCND
countersigned on stamp paper /commissioner for oaths / Franking done with following
legal papers & notarized fax / scanned JPG / PDF of this Agreement shall be deemed as
an original, binding and enforceable document.
13. In the event that either party shall be required to bring any legal action against the other
to enforce any of the terms of this agreement, the prevailing party shall be entitled to
recover reasonable attorney's fees and costs.
14. This Agreement will be valid initially for a period of 2 (two) years from the date of this
Agreement, and can be automatically renewed thereafter for another period of 2 (two) or
more years as per the mutual convenience of both parties.
 15. The FPA & NCND agreement shall be prepared & signed on Rs.100 stamp papers
or franking done with the following legal papers of 2 original sets with Notarized /
commissioner for oaths / Franking on the same day.

Executed on this 28TH day of June, 2020.

Mr. Shenoy

CMD - “................................................”

Mr.___________________

Xxxxxxxxxxxxx - Director

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