PETROLODEX

Confidential Information

"Confidential Information" means all information disclosed by the Disclosing Party in oral, written, graphic, or electronic form, including but not limited to: products and services, specifications, records, data, ideas, methods, techniques, processes, projections, plans, marketing information, financial statements, memoranda, analyses, legal documents, client lists, supplier lists, agent lists, improvements, patents, copyrights, trade secrets, and know-how, as well as any information relating to the Disclosing Party's services or products, customers, business opportunities, finances, research, development, and personnel.

Confidential Information also includes the terms of this Agreement and the details of cooperation or engagement between the Parties.

*Exclusions — Confidential Information does not include information that:

• Becomes part of the public domain other than by reason of a breach of this Agreement
• Was known to the Receiving Party prior to disclosure, provided written notice was given immediately
• Was legally obtained from a third party not subject to a duty of confidentiality
• Is independently developed by the Receiving Party without use of the Confidential Information
• Is approved for release by written authorization of the Disclosing Party

If the Receiving Party is required to disclose Confidential Information pursuant to a subpoena or court order, they shall promptly notify the Disclosing Party and cooperate with efforts to resist or narrow the request.

Ownership of Confidential Information

All Confidential Information remains the sole and exclusive property of the Disclosing Party at all times. Nothing in this Agreement transfers, assigns, or grants any ownership rights in Confidential Information to the Receiving Party. The Receiving Party's right to use Confidential Information is strictly limited to the Purpose defined in this Agreement.

Use & Restriction

The Receiving Party shall at all times:

• Maintain strict confidentiality with respect to all Confidential Information received
• Share Confidential Information only with authorized representatives who have a need to know in connection with the Purpose
• Use Confidential Information exclusively for the Purpose and for no other commercial or operational benefit

Non-Disclosure & Non-Circumvention

The Parties agree not to:

• Disclose Confidential Information to any third party without the prior written consent of the Disclosing Party
• Circumvent or bypass each other in dealings with introduced banks, clients, principals, brokers, investors, or partners for a period of five (5) years from the Effective Date.

The five-year non-circumvention period applies to all business relationships introduced through the platform or through direct engagement under this Agreement, including those introduced verbally in a live meeting or in writing.

No License

The disclosure of Confidential Information to the Receiving Party and its use under this Agreement does not — and shall not be construed to — grant the Receiving Party any right, license, or intellectual property interest with respect to the Confidential Information or any part thereof, other than the strictly limited right to use the Confidential Information solely for the Purpose as defined in this Agreement.

No Representations and Warranties

The Disclosing Party makes no representations and provides no warranties with respect to Confidential Information, express or implied.

CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT IS PROVIDED TO THE RECEIVING PARTY "AS IS."

Injunctive Relief

Receiving Party understands that violation of this Agreement may cause irreparable harm to the Disclosing Party, the remedy at law for which may be inadequate. Consequently, in the event of breach of this Agreement, Disclosing Party shall be entitled to seek injunctive relief in addition to other remedies and relief that would be available without the necessity of proving actual damages.

Injunctive relief may be sought immediately upon breach — no requirement to prove specific monetary damage. This is a significant legal protection for all parties.

Limited Relationship

8.1 This Agreement does not and is not intended to establish any joint venture, partnership, employment, or similar arrangement between the Parties.

8.2 The Parties act strictly as independent contractors, agents, consultants, and/or facilitators and shall have no liability whatsoever towards Principals of any contemplated transaction on account of default under the transaction contract between Principals. Neither Party nor its officers, partners, directors, or employees shall be liable for any loss, damage, loss of profit, loss of opportunity, or loss of business incurred by Principals in connection with any contemplated transaction.

Entire Agreement

This Agreement constitutes the entire understanding between the Parties in relation to its subject matter and replaces all prior agreements, undertakings, arrangements, understandings, or statements of any nature made by the Parties — whether orally or in writing — with respect to such subject matter.

This Agreement may not be modified except by a written instrument signed by a duly authorized representative of each Party.

Term and Survival

This Agreement shall enter into force on the Effective Date and remain in effect for a period of five (5) years, unless earlier terminated by either Party upon thirty (30) days prior written notice.

The Receiving Party's obligation to protect Confidential Information under this Agreement shall survive termination in perpetuity — confidentiality obligations do not expire at the end of the five-year term.

Two distinct timelines apply: the five-year non-circumvention period and the perpetual confidentiality obligation. Both run concurrently from the Effective Date but have different durations.

Return of Confidential Information

Upon the expiration or termination of this Agreement, or upon the Disclosing Party's first written request, the Receiving Party shall:

• Return to the Disclosing Party all Confidential Information, including any copies in their possession
• Return all materials in any medium that contain or embody Confidential Information
• Cease to make any further use of the Confidential Information
• Destroy any remaining copies or other materials in their possession

No Waiver

The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision contained herein. Any waiver must be in writing and signed by the Party granting the waiver. Inaction does not constitute acceptance of a breach.

Notices

All notices shall be given in writing from one Party to the other and shall be deemed given:

• If served personally — at the time it is served
• If sent by email, WhatsApp, or Telegram — twenty-four (24) hours after it is sent

Governing Law and Jurisdiction

This Agreement and, to the fullest extent permitted by applicable law, all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the Law of the United Arab Emirates without regard to principles of conflict of laws.

UAE law governs all disputes. Parties should ensure they have reviewed this provision with qualified UAE legal counsel before execution.

Settlement of Dispute

Any dispute, controversy, or claim arising out of or in connection with this Agreement or any breach thereof shall be settled in accordance with ICC Arbitration Rules, or referred to arbitration in the UK before a panel of three arbitrators — one appointed by each Party and one by the two appointed arbitrators.

This provision does not prevent either Party from taking proceedings in any other jurisdiction to obtain security, ancillary relief, or to enforce any order or award.

Severability

If any provision of this Agreement is held invalid or unenforceable, that provision shall be deemed deleted and replaced by a valid, enforceable provision that, so far as possible, achieves the parties' original intent. The remaining provisions of this Agreement shall continue in full force and effect.

Assignment

Neither Party may assign its rights or delegate its duties under this Agreement — in whole or in part — without the prior written consent of the other Party. Such consent shall not be unreasonably withheld, delayed, or conditioned.

Compensation and Fee Protection

The Parties or their Affiliates are entitled to receive compensation, commission, remuneration, or fees (hereinafter "Fees") for services rendered or engagement in projects. The Parties recognize this right and commit to honoring it by executing a separate Irrevocable Fee Protection or Service Agreement naming the entitled Parties as beneficiaries.

Such Fees shall become due and payable upon the successful conclusion of any contemplated transaction — evidenced by the exchange of considerations between the Principals — including any rollover, addition, renewal, parallel contract, and/or extension thereof.

UAE law governs all disputes. Parties should ensure they have reviewed this provision with qualified UAE legal counsel before execution.

Non-Circumvention

19.1 The Parties, intending to be legally bound, hereby irrevocably agree and guarantee that they shall not — directly or indirectly — interfere with, circumvent, or attempt to circumvent, avoid, bypass, or obviate each other's interest or the established relationship between the Parties with banks, Principals, consultants, brokers, dealers, owners, legal counsel, or any corporation, bank, partnership, entity, joint venture, or individual revealed or introduced by one Party to the other, in a live meeting or in writing, in connection with any ongoing or future transactions relating to the Purpose.

This non-circumvention obligation applies for a period of five (5) years from the date of execution of this Agreement and covers any alteration, modification, extension, or parallel contract.

19.2 In the event of a violation of this Agreement by any Party, the circumvented Party shall be entitled to a legal monetary remedy equal to the maximum revenue it should have realized from the transaction, plus all expenses including legal costs incurred to recover the lost revenue.

UAE law governs all disputes. Parties should ensure they have reviewed this provision with qualified UAE legal counsel before execution.