INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.

)
NON-CIRCUMVENTION, NON-DISCLOSURE WORKING AGREEMENT

1. AGREEMENT TO TERMS

A. Signatures of this Agreement received by way of Facsimile, Mail, and/or

Email shall be deemed to be an executed contract. The agreement is
enforceable and admissible for all purposes as may be necessary under the
terms of the Agreement.

B. All Signatories hereto acknowledge that they have read the foregoing
Agreement and by their initials and signature that they have full and complete
authority to execute the document for and in the name of the party for which
they have given their signature.

2. PURPOSE

The Parties wish to enter into discussions and negotiations concerning a

potential business transaction involving the sale and purchase of copper
cathodes ("Purpose"). In connection with such discussions and negotiations,
each Party may disclose or receive confidential, proprietary, and business-
critical information.

3. NON-CIRCUMVENTION

3.1. The Parties agree not to circumvent, avoid, bypass, or obviate each other,
directly or indirectly, to avoid payment of fees or commissions, in any business
transaction involving the sale and purchase of copper cathodes or any related
activities.

3.2. This non-circumvention clause shall remain in effect for a period of five (5)
years from the date of this Agreement.

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4. NON-DISCLOSURE

4.1. Definition of Confidential Information: For purposes of this Agreement,

"Confidential Information" includes all written, electronic, or oral information
disclosed by any Party in connection with the Purpose, including but not
limited to business plans, customer information, technical data, trade secrets,
know-how, and other proprietary information.

4.2. Obligations: The receiving Party agrees:

 a. To maintain all Confidential Information in strict confidence and to

use it solely for the Purpose.

 b. Not to disclose any Confidential Information to any third party

without the prior written consent of the disclosing Party.

 c. To take all reasonable measures to protect the confidentiality of the

Confidential Information.

4.3. Exclusions: Confidential Information does not include information that:

 a. Is or becomes publicly known through no breach of this Agreement.

 b. Was known to the receiving Party prior to disclosure by the disclosing

Party.

 c. Is received from a third party without breach of any obligation of

confidentiality.

 d. Is independently developed by the receiving Party.

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5. DURATION

5.1. This Agreement shall commence on the date first written above and
continue for a period of five (5) years unless extended by mutual written
consent of the Parties.

6. REMEDIES

6.1. The Parties acknowledge that any breach of this Agreement may result in
irreparable harm for which monetary damages may not be adequate.
Therefore, the disclosing Party shall be entitled to seek injunctive relief, in
addition to any other legal or equitable remedies, to enforce this Agreement.

7. MISCELLANEOUS

7.1. Governing Law: This Agreement shall be governed by and construed in

accordance with the rules of the International Chamber of Commerce (ICC) and
the laws of [Jurisdiction].

7.2. Entire Agreement: This Agreement constitutes the entire understanding

between the Parties and supersedes all prior agreements, understandings, and
representations.

7.3. Amendments: This Agreement may only be amended by a written

instrument signed by all Parties.

7.4. Counterparts: This Agreement may be executed in counterparts, each of

which shall be deemed an original, and all of which together shall constitute
one and the same instrument.

7.5. Dispute Resolution: Any dispute arising out of or in connection with this
Agreement shall be resolved in accordance with the ICC's rules of arbitration.

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Seller's Representatives:

1. Premanandan Tampi

Signature:

 Address:

 Mobile:

 Email:

 Nationality:

 Passport No:

2. Mohammad Salim KP

Signature:

 Address:

 Mobile:

 Email:

 Nationality:

 Passport No:

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 3. Murali Menon

Signature:

 Address:

 Mobile:

 Email:

 Nationality:

 Passport No:

Buyer's Representatives:

1. Jaseed PK

Signature:

 Address:

 Mobile:

 Email:

 Nationality:

 Passport No:

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2. Banarjee

Signature:

 Address:

 Mobile:

 Email:

 Nationality:

 Passport No:

3. Vinayakan

Signature:

 Address:

 Mobile:

 Email:

 Nationality:

 Passport No: