INTELLIGENT SOURCING & PROFIT- SHARING AGREEMENT

IRROVOCABLE MASTER FEE PROTECTION AGREEMENT

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COMPANY:
ADDRESS:
COMPANY NO:
REPRESENTED BY:
DESIGNATION:
TELEPHONE:
This Agreement (the
EMAIL:
“Agreement”) is entered
COMPANY:
into on this
BY day
ANDMonday
BETWEEN:
th
11
ADDRESS:December 2023.
COMPANY NO:
REPRESENTED BY:
TELEPHONE:
EMAIL:

(Hereinafter referred to as
the “Company” or “First
Party”).

And

(Hereinafter referred to as the “” or “Second Party”)

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 Preamble

Whereas, the First Party desires to find buyer who are willing to buy their DAP fertilizers products in order to enter into
an agreement with them to buy their DAP fertilizers products; and the first party seeks an Intelligent Sourcing Services in
finding such buyer; and the second Party offers its services to provide the Intelligent Sourcing Services which the first
Party desires, and the first Party accepted such services; and

Whereas, the Parties are bound by a duty of confidence with respect to their sources and contracts (This duty is in
accordance with the International Chamber of Commerce Convention); and

Whereas, the undersigned Parties desire to enter a working business relationship to the mutual and common

benefit of the Parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners,
and other associated organizations.

Now Therefore, in consideration of the mutual promises, assertions and covenants herein and other good and valuable
considerations, the receipts of which is acknowledged hereby, and after the acknowledgment of Both Parties that they
have the legal capacity to conclude this Agreement, the Parties hereby agreed on the following:

OPERATIVE PROVISIONS

1. Interpretation--------------------------------------------------------------------------------------------------------------------------------

1.1 The headings in this Agreement are inserted for convenience only and shall not affect its construction.

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any
amendment, extension, or re-enactment and includes any subordinate legislation for the time being in
force made under it.

1.3 A reference to one gender includes a reference to the other gender.

1.4 The Preamble and the Annexes attached to this Agreement are an integral part of this
Agreement and complementary thereto.

1.5 In this Agreement

“Commodity” means DAP fertilizers products which the First Party desires to find sellers of it.

“Affiliates” means the subsidiaries, stockholders, partners, co-ventures, trading partners, and other
associated organizations of both Parties.

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 “Seller(s)” means the potential persons who desire to buy the Commodity and who will be provided by
……. to the first Party.

“Net consideration” means the consideration agreed between the Company and the Seller and
actually paid by the Company to the Seller to purchase the Commodity by the Company, excluding any
imposed taxes, levies, stamp duties etc and further excluding any third parties’ fees or other costs and
expenses associated with the transaction.

“Defaulting Party” means the Party who occurs or causes a default or an event which damages the
other Party, in other words the violated party.

“Aggrieved Party” means the Party who suffers or damaged from the violation occurred by the
Defaulting Party.

“Confidential Information” means any information which has been designated as confidential by
either party in writing or that ought to be considered as confidential (however it is conveyed or on
whatever media it is stored) including information which relates to the business, affairs, finances,
properties, assets, trading practices, Goods/Services, developments, trade secrets, Intellectual
Property Rights, know-how, personnel, and customers of the both Parties and all personal data and
special categories of personal data.

“Disclosing Party” is the Party who discloses confidential Information to, or in respect of which
Confidential Information comes to the knowledge of the other Party.

“Receiving Party” is the Party who receives Confidential Information relating to the other Party.

2. Subject of the Agreement --------------------------------------------------------------------------------------------------------------

The Parties hereby agree and acknowledge that the subject of the Agreement is the following:

2.1 ………. is appointed, designated and authorised by the Company (and ……… accepts such
appointment, designation and authorisation) to seek, identify and introduce potential buyer of the
Commodity for the purpose of bringing them into contact with the Company, in order for the Company
to negotiate and potentially agree the sale of the Commodity by such Sellers to the Company. More
specifically the services to be provided by …….. shall be the following: -

(a) the research and indication of buyers, who are interested in concluding business with the Company
in relation to the buy to the Company of the Commodity, for the purpose of enabling the
Company to enter into a direct business relationship and agreement with such buyers for the
sale of the Commodity by such buyers (s) to the Company;

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 and communicating in writing brief details of any expression of interest and/or offer of any
Sellers so identified to the Company and providing the Company with the basic elements of any
expression of interest and/or offer, as well as, the name and/or other contact or identification
details of any buyer so identified, so as to enable the Company to enter into a direct business
relationship with such Seller.

2.2 For the avoidance of doubt: the services of ……… are limited to those mentioned under clause 2.1
herein and do not include any further assistance on behalf of ……. for the negotiation and conclusion of
any agreement (or any transaction in general) between the Company and any Seller.

2.3 The Parties expressly agree and acknowledge that ……. is an independent contractor and shall not be
deemed to be the Company’s agent for any reason whatsoever.

2.4 …….. is responsible for the payment of all costs and expenses incurred by it in carrying out its part of
this Agreement, the said costs and expenses including (but not limited to) ……..'s travel, subsistence,
post, telephone, correspondence, office services and accommodation, translation, insurance and
entertainment costs and expenses.

2.5 ………. covenants that it shall use its reasonable best efforts so that it establishes and maintains good
business relationships with any buyer introduced to the Company, in accordance also with common
business practice.

2.6 Both Parties agreed that the subject matter of this Agreement is mentioned obviously on Clause 2.1
herein, therefore, any further, inter alia, assistance, preparation, presentation, etc...,

2.7 will be considered as new services which will require a new agreement including new fees.

3. Remuneration -------------------------------------------------------------------------------------------------------------------------------

3.1 If the Company concludes the necessary legally binding documentation with any buyer identified by
…….. pursuant to this Agreement and buys the Commodity from the company (for the avoidance of
doubt all the above conditions must be met), ……, in relation to the services provided by …… under
clause 2.1, shall be entitled to a remuneration in cash equal to 50$ (fifty dollars) provided that the buyer
will buy the commodity at price of 500$ five hundred dollars per ton CIF India

3.2 For avoidance of doubt, ……. fees will be calculated as follows: if the company sell the commodity on
price on 500$ (five hundred dollars per ton). Therefore, ……… fees will be 50$ fifty dollars per ton.

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BANK NAME:
BIC /SWIFT CODE:
ACCOUNT CURRENT: UAE
BENEFICIARY NAME:
ACCOUNT NUMBER
IBAN NUMBER:
SPECIAL WIRE
3.3 The first Party has no right to question ….. fees if ….. fulfil all its commitment and introduce a legitimate
INSTRUCTIONS:
buyer and make the transaction as per this Agreement.

3.4 The amount ……. is entitled as Remuneration shall become due and payable by the Company at the
same day or as a maximum as fifteen (15) Business Days following reception of payment by the
Company to the Seller of the full consideration agreed between the Company and the Seller. In case
the Company pays the above consideration in instalments, then the Remuneration shall also be paid to
…….. in instalments, pro rata. More particularly, each time the Company pays an instalment to the
Seller, it shall pay at the same day and not later than fifteen (15) Business Days from the reception of
payment of such instalment the corresponding part of the Remuneration to …….

3.5 In case that the Company delays on paying the aforementioned fees within the time manner mentioned
on clause 3.2 herein, the Company shall be obliged to pay an amount of 5% from the delayed dues to
……… as a delay fine for each day of delaying with maximum five (5) days.

3.6 If the five (5) days passed and the Company continues on non-paying the dues of ………, therefore,
this Agreement shall be suspended till the Company pays the dues of …….. and the delay fine
mentioned on clause 3.3 herein.

3.7 The Company shall pay the Remuneration to the following bank account of ………:

A copy of the swift by the Company’s bank in relation to the transfer of the Remuneration (or any part
thereof) to the bank account designated by ……. shall constitute full proof of the payment of the
Remuneration (or any part thereof respectively). It’s also agreed that ……… can chose any other
transfer either cash or bank coordinate to receive its profit share but should give second party forty-
eight (48) hours’ notice at least.

3.8 …….. hereby expressly recognizes and accepts that it shall provide the services mentioned in art. 2.1.
herein, being aware and undertaking the risk that it shall be entitled to remuneration

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 only upon fulfilment of all conditions mentioned in art. 3.1. herein. For the avoidance of doubt, ….
hereby expressly recognizes and accepts the risk that it shall not be entitled to (and in any case waiving
any right it may have to) any remuneration whatsoever in case the Company does not conclude (for any
reason whatsoever) any agreement with a Seller identified by ……..

3.9 The Company shall use its reasonable endeavours so that in any agreement between the Company
and any Seller identified and introduced to the Company by …….. pursuant to this Agreement, the
contracting parties shall acknowledge ………’s involvement and the Remuneration to which it is entitled.

3.10 The Company’s obligations under clause 3 (including to pay Remuneration) shall continue
notwithstanding termination of this Agreement.

4. Term and Termination -------------------------------------------------------------------------------------------------------------------

4.1 The Agreement’s term is one year commencing on 11th of December 2023 and ends on 10th of
December 2024, and cannot be renewed unless both Parties agree in writing.

4.2 Any Party, notwithstanding any rights it may have pursuant to clause 5 herein, has the right to terminate
this Agreement with immediate effect, by written notice to the other Party, in case of a substantial
breach by the other Party of the obligations arising out of the Agreement.

4.3 Any failure by a Party to carry out all or part of his obligations under the Agreement resulting in such
detriment to the other Party as to substantially deprive it of what it is entitled to expect under the
Agreement, shall be considered a ‘substantial breach’ for the purpose of this clause4.

4.4 Termination or expiry of this Agreement shall not deprive any Party from rights or claims created or
arisen before such termination or expiry.

4.5 Clauses 2, 3, 5, 14 and 16 herein shall be survived even after the termination of the expiration of this
Agreement.

5. Default ----------------------------------------------------------------------------------------------------------------------------------------
5.1 Any of the following events, ascribed to or caused by any Party shall constitute an
‘Event of Default’ under this Agreement: -
(a) any material statement, information or representation set forth herein is incorrect or misleading
and such statement, information or representation is incorrect or misleading by intention or due
to gross negligence; or

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 (b) any failure to perform fully under any material covenant, undertaking or obligation set forth in this
Agreement; or

(c) any breach of any warranty or covenant stipulated herein.

5.2 In the event that an Event of Default, it must immediately notify the other Party of the nature of the
Event of Default.

5.3 In the event that a Party causes or suffers an Event of Default and fails to fix such Event of Default
within thirty (30) calendar days after receipt of a written notification of the Event of Default from the
Aggrieved Party the Defaulting Party shall be obliged to pay, subject to the issue of an arbitral award
against the Defaulting Party, as per clause 5.2 pays damages in the amount of the damage suffered by
the Aggrieved Party within thirty (30) days of such demand and the Aggrieved Party may terminate this
Agreement immediately. The Parties agree that any Intermediary’s claim in relation to any Event of
Default or this Agreement in general is limited to damages actually suffered pursuant to non-payment of
its Remuneration (provided that it is entitled to such) and up to the amount of the Remuneration. The
Parties expressly and unreservedly agree that the Company shall not by responsible for any
Intermediary’s consequential or incidental damage or expense of any kind or nature and in any case
……. hereby waives any such right or claim. Without limiting the generality of the above, the Company
shall not be liable for any Intermediary’s loss of profit, loss of business opportunities, loss of goodwill,
work stoppage and in any case ……. hereby waives any such right or claim.

5.4 Notwithstanding clause 5.3 herein, the Aggrieved Party shall be free to pursue any other equitable or
legal remedies that it may have against the Defaulting Party in connection with the Event of Default in
question.

5.5 No Party shall be entitled to claim twice for the same loss or damage, on its own account and on the
account of any other Party (whether under this Agreement or any other agreement).

5.6 In all cases, if …… is the Defaulting Party, …….. shall be obliged to pay damages to the Aggrieved
Party or any third party limited only to the amount of fees of this Agreement not exceeding this.

5.7 It is agreed between the parties that if the Second Party violates his obligation in paying the dues of
……., in this event, …… shall be entitled to obtain the dues, the delay fine mentioned in Clause 3.3,
and a compensation for such violation, without prejudice to’s right to terminate this Agreement
immediately.

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6. Representations and warranties_______________________________________________________________

6.1 Each of the Company and hereby represents and warrants in respect of itself, to each other that:

(a) it is lawfully incorporated and existing under the laws of its jurisdiction (it being understood that
such representation and warranty is being given only by the Company); and

(b) it has the necessary power to enter into and perform its obligations under this Agreement; and

(c) this Agreement has been duly authorised and executed by it and constitutes valid, legally binding
and enforceable obligations upon it; and

(d) neither the entry into this Agreement nor the implementation of the transactions contemplated by
it will result in: -

(1 ) (only in relation to the Company) a violation or breach of any provision of its articles of
association, statutes by-laws or other constitutional documents;

(2) a breach of, or give rise to a default under, any contract or other agreement to which it is
a party or by which it is bound; or

(3) a violation or breach of any applicable laws or regulations or of any order, decree or
judgement of any court, governmental agency or regulatory authority applicable to it, and
in case of breach of any such undertaking, representation or warranty, the Party in
breach agrees to indemnify and keep indemnified the other Party against any and all
losses, liabilities, costs and expenses suffered or incurred by the other Parties in relation
to any such breach; and

(e) no action, proceeding, litigation or dispute against it is presently taking place or

pending which would or might threaten or inhibit its ability to perform its obligations under this
Agreement; and

(f) all governmental or official approvals, consents, notarisations, legalisation and

registrations required in relation to the making, performance and validity of this Agreement have
been obtained by it at the time they were required and are, to the extent required, in full force
and effect.

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7. Confidentiality

7.1 The Receiving Party shall take all necessary precautions to ensure that all Confidential Information it
receives under or in connection with this Agreement:

7.1.1 is given only to such of its staff and provisional advisors or consultants engaged to advise it in
connection with this Agreement as it is strictly necessary for the performance of this Agreement
and only to the extent necessary for the performance of this Agreement, and

7.1.2 is treated as confidential and not disclosed (without the prior written consent of the Disclosing
Party) or used by the Receiving Party or any of its staff and provisional advisors or consultants
otherwise than for the purpose of this Agreement.

7.2 Both Parties shall ensure that all members affiliate to them are aware of the confidentiality obligations
under this Agreement.

7.3 The provisions of clauses 7.2 and 7.3 shall not apply to any Confidential Information which: -

(a) is already known to the Receiving Party at the time of its receipt from the Disclosing Party; or

(b) is or becomes publicly available without breach of this Agreement by the Receiving Party; or

(c) is made available to a third party by the Disclosing Party without restriction on
disclosure; or is received by the Receiving Party from a third party without, to the Receiving
Party’s best knowledge, any obligation of confidentiality; or

(d) is independently developed by the Receiving Party without use of the Disclosing Party’s
Confidential Information.

7.4 The Company agrees to keep in confidence and not disclose to any third party any information on any
potential Seller disclosed to the Company by …………..

7.5 Non-Circumvention: Each Party agrees not to directly or indirectly contact, deal with, transact, or
otherwise be involved with any corporation, partnership, proprietorships, trust, individuals, or other
entities (the “Introduced Entities”) introduced by another Party (the “Introducing Party”) without the
specific written permission of the Introducing Party. Each Party shall confirm that the Introduced
Entities have no contractual relationship or is actively engaged in

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seeking a contractual relationship outside of the Introducing Party existing relationship. Such confirmation should be
material and substantive if necessary.

7.6 In case that one of the Parties violates this Clause, this Agreement shall be considered terminated
without a need for a prior notice, or issuing a judgment, and without prejudice for the Party’s right to
obtain a compensation for such violation from the violated Party.

7.7 This Clause shall be survived even after the termination or the expiration of this Agreement.

8. Assignment --------------------------------------------------------------------------------------------------------------------------------

No one of the Parties shall not, without the prior written consent of other Party, assign, transfer, charge,
create a trust in, or deal in any other manner with all or any of its rights or obligations under this
Agreement.

9. Waiver ---------------------------------------------------------------------------------------------------------------------------------------

A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the
Party to whom the waiver is addressed and the circumstances for which it is given.

10. Variation

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of
the Parties.

11. Entire Agreement ------------------------------------------------------------------------------------------------------------------------

This Agreement and any documents referred to in it constitute the entire Agreement and understanding
between the Parties with respect to the Subject matter of this Agreement and supersede, cancel and
replace all prior agreements, licences, negotiations and discussions between the Parties relating to it.
Each party confirms and acknowledges that it has not been induced to enter into this Agreement by, and
shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether
negligently or innocently made)

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» not expressly incorporated into it. However, nothing in this Agreement purports to exclude liability for any
fraudulent statement or act.

12. Counterparts ----------------------------------------------------------------------------------------------------------------------------

This Agreement may be executed in counterparts, each of which when executed shall constitute a
duplicate original, but all counterparts shall together constitute one agreement. Where this Agreement is
executed in counterparts, following execution each Party must promptly deliver the counterpart it has
executed to the other Party. Transmission of an executed counterpart of this Agreement by email in
PDF, JPEG or other agreed format shall take effect as delivery of an executed counterpart of this
Agreement.

13. No partnership or agency --------------------------------------------------------------------------------------------------------------

Nothing in this Agreement is intended to, or shall operate to, create a partnership between the Parties,
or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in
the name or on behalf of or otherwise to bind the other in any way (including the making of any
representation or warranty, the assumption of any obligation or liability and the exercise of any right or
power) and neither Party shall incur any expenditure in the name of or for the account of the other.

14. Applicable law - Dispute resolution

14.1 This Agreement shall be governed by United Arab Emirates law.

14.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by arbitration centre Rules
DIFC, which Rules are deemed to be incorporated by reference into this clause. The number of
arbitrators shall be three. The seat, or legal place, of arbitration shall be Dubai. United Arab Emirates.
The language to be used in the arbitral proceedings shall be English.

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For the Company
To the attention of:

15. Acknowledgements

15.1 Each party on behalf of itself and acknowledges and agrees with the other that:

(a) in entering into this Agreement neither party has relied on any representation or statement
made prior to entry into this Agreement; and

(b) the only remedy available to either party for breach of this Agreement shall be for breach of
contract under the terms of this Agreement and it shall have no right of action against any other party in
respect of any representation or statement made prior to entry into this Agreement. Nothing in this
Agreement shall, however, operate to limit or exclude any liability for fraud.

16. Miscellaneous

16.1 If any term, covenant, condition or provision of this Agreement, or their application to any person or
circumstance, shall to any extent be held by a court of competent jurisdiction to be illegal, invalid, or
unenforceable, neither the legality, validity or enforceability of the remaining provisions nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.

16.2 Notices or communications under this Agreement shall be sent to the respective party hereto by e-mail
(and at the same time by mail or fax) to the following address:

16.3 Time is of the essence in the performance of services under this Agreement.

16.4 The Parties agree that the present business arrangement reflected in this Agreement is on a non-
exclusive basis. In this respect, ……..is free to offer similar services to any third parties whatsoever and
the Company is free to engage any other intermediaries for purposes similar to the one of this
Agreement.

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For and on behalf of Company For and on behalf of ………….

16.5 Where this Agreement has been translated into a language other than the English language, the English
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language version shall prevail.
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Signature and Stamp of Company Signature and Stamp of Company

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