PETROLODEX
(NCNDA)

Definitions and Mandatory End-Buyer Qualification

1.1 "Introduced Party" means any natural person or corporate entity introduced by the Broker to the Seller that strictly satisfies all qualification criteria set out in Clause 1.2 and is submitted by way of a formal written Introduction Notice.

1.2 Mandatory Submission Package. To constitute a valid introduction under this Agreement, the Broker must provide a complete, verified submission package consisting of:

• (a)Official Letter of Intent (LOI). An official LOI on the End-Buyer's corporate letterhead, signed by an authorized signatory, detailing product specifications, volume, target price, laycan / delivery terms, and discharge port.
• (b)Full Client Information Sheet (CIS). A fully executed corporate CIS containing registration details, corporate address, bank coordinates, tax identification, and passport copies of authorized signatories.
• (c)Sanctions-Free Certification. Unconditional written warranty and verified proof that the End-Buyer, its ultimate beneficial owners (UBOs), parent entities, and key executives are completely free from economic, financial, or trade sanctions administered by the United Nations (UN), the UAE Local Terrorist List, OFAC (US Treasury), the European Union (EU), and the United Kingdom (UK / HMT).
• (d)AML / KYC Compliance. Full compliance with UAE Federal Decree-Law No. (20) of 2018 on Anti-Money Laundering and Counter-Terrorist Financing and international Customer Due Diligence (CDD) standards.

1.3 Rejection of Incomplete Submissions. The Seller reserves the absolute right to reject any buyer lead or introduction without liability or commission entitlement if the Broker fails to submit the full LOI, complete CIS, and required AML / KYC / sanctions clearance.

1.4 Notice and Objection Period. The Seller shall have five (5) Business Days from receipt of a complete submission package to accept the introduction or to object on the grounds that a pre-existing relationship or active negotiation with the proposed buyer already exists.

No Agency Rights and Limited Transactional Scope

2.1 No Legal Representation. This Agreement is strictly limited to transaction-specific facilitation. Under no circumstances shall this Agreement grant the Broker any agency, power of attorney, partnership, or legal authority to represent the Seller, issue price quotes, or bind the Seller to any contract.

2.2 Seller's Absolute Discretion. The Seller retains sole and unconstrained discretion to accept, negotiate, or reject any transaction, buyer, or proposal submitted by the Broker without incurring any liability, fee entitlement, or penalty.

Protection Against Broker Chains ("Daisy Chains")

3.1 Direct Relationship Warranty. The Broker warrants and guarantees that it is either the direct legal mandate of the End-Buyer or has a direct, single-tier contractual relationship with the End-Buyer.

3.2 Prohibition of Multi-Tier Chains. The Seller shall not engage with, negotiate through, or recognize sub-broker chains, "daisy chains", or unverified intermediate brokers.

3.3 Indemnification Against Third-Party Claims. The Seller shall have zero financial or legal liability towards any undisclosed third party, sub-agent, or co-broker within the Broker's chain. The Broker agrees to fully indemnify, defend, and hold harmless the Seller against any claims, commission demands, or litigation initiated by third-party intermediaries claiming through the Broker.

Prohibition on Public / Online Publishing and Disparagement

4.1 Media and Digital Blackout. The Broker shall NOT publish, upload, post, share, or quote any part of this Agreement, the Seller's corporate identity, product allocations, target pricing, or transaction documents on any website, social media platform (including LinkedIn, X, and Facebook), digital marketplace, trade forum, or public database without the prior express written consent of the Seller.

4.2 Non-Disparagement. Neither Party shall make, publish, or transmit any defamatory, negative, or disparaging statements, online reviews, or public communications regarding the other Party, its officers, or business operations.

4.3 Remedies for Breach. Breach of this Clause 4 constitutes a material breach entitling the non-breaching Party to immediate injunctive relief and to liquidated damages under Clause 7.1.

Commission Settlement, AML, and Banking Timelines

5.1 Fee Protection Instrument. All commission entitlements, success fees, or remuneration payable to the Broker shall be governed by a separate, executed Irrevocable Master Fee Protection Agreement (IMFPA) or Mandate Fee Agreement executed concurrently with the main Sales and Purchase Agreement (SPA).

5.2 Payout Mechanisms and Settlement Windows:

• (a)Pay-as-Paid Condition. Commission fees shall become due and payable solely upon successful completion of a transaction and actual receipt of full contract settlement funds by the Seller.
• (b)Letter of Credit (LC) Settlement Timeline. For transactions settled via Letter of Credit (DLC / SBLC), commission payments shall be released within five (5) to seven (7) banking days following presentation and approval of compliant shipping documents under ICC UCP 600 rules.
• (c)Telegraphic Transfer (TT / Wire) Settlement Timeline. For transactions settled via TT wire transfer, commission payments shall be released within three (3) Business Days following confirmed receipt of funds in the Seller's account and verification of final outturn inspection reports.

5.3 Restricted Corporate Payout Accounts. All payments shall be executed exclusively via bank wire transfer to a primary corporate bank account held in the exact registered legal name of the Broker in a compliant jurisdiction. No cash, third-party beneficiary payments, virtual assets, or offshore shell account transfers shall be permitted.

Term, Early Termination, and Survival of Obligations

6.1 Term. This Agreement shall enter into force on the Effective Date and shall remain valid for an initial period of five (5) years.

6.2 Early Termination Right. Either Party may terminate this Agreement prior to its expiration by providing thirty (30) days' written notice to the other Party. Early termination shall immediately cease the submission or registration of any new buyers or trade opportunities.

6.3 Survival of Rights and Non-Circumvention. Early termination or cancellation of this Agreement shall NOT affect, reduce, or invalidate any rights or protections regarding Introduced Parties submitted prior to the effective date of termination.

• (a)Non-Circumvention Survival. The non-circumvention obligations in Clause 6.4 shall survive termination and remain fully enforceable for five (5) years from the specific date each Introduced Party was submitted.
• (b)Perpetual Confidentiality. Obligations concerning proprietary information, trade secrets, pricing formulas, and buyer databases survive termination in perpetuity.

6.4 Absolute Non-Circumvention. The Broker shall not, directly or indirectly, attempt to bypass, circumvent, or deal directly with any buyer, refinery, supplier, or partner disclosed or introduced by the Seller.

Liquidated Damages and Injunctive Relief

7.1 Pre-Estimated Damages. In the event the Broker breaches Clause 3 (Broker Chains), Clause 4 (Public Disclosure and Disparagement), or Clause 6.4 (Absolute Non-Circumvention), the Broker shall be immediately liable to pay the Seller liquidated damages equal to two times (2x) the total expected gross margin or fee generated on the consummated transaction.

7.2 Injunctive Remedies. The Seller shall be entitled to seek immediate ex-parte injunctive relief, asset freezing orders, and specific performance in any court of competent jurisdiction to protect its trade secrets, commercial integrity, and legal standing.

Force Majeure

8.1 Definition. A "Force Majeure Event" includes acts of God, war, armed conflict, terrorism, governmental sanctions, trade embargoes, severe port closures, cyberattacks on critical infrastructure, or changes in applicable trade or energy regulations beyond reasonable control.

8.2 Effect. Neither Party shall be in breach for delays in performance resulting directly from a Force Majeure Event, provided written notice is issued within forty-eight (48) hours. Force Majeure shall not excuse accrued payment obligations or breaches of confidentiality and non-circumvention.

Governing Law, ICC Arbitration, and Language Requirements

9.1 Governing Law. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, interpreted, and construed in accordance with the laws of the Dubai International Financial Centre (DIFC).

9.2 Dispute Resolution and ICC Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement — including any question regarding its existence, validity, breach, or termination — shall be finally resolved by binding arbitration administered by the International Chamber of Commerce (ICC) under the ICC Rules of Arbitration.

9.3 Seat and Language of Arbitration:

• (a)The seat, or legal place, of arbitration shall be the Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates.
• (b)The language of the arbitral proceedings, written submissions, and final awards shall be English.

9.4 Language Precedence and UAE Court Translation (Bilingual Requirement):

• (a)Controlling Language. This Agreement is executed in the English language. In the event of any conflict, discrepancy, or dispute regarding the interpretation or meaning of any term, the English text shall prevail and remain the legally binding text between the Parties.
• (b)UAE Statutory and Judicial Translation. In compliance with UAE Federal Decree-Law No. (42) of 2022 concerning Civil Procedures, if this Agreement, an arbitral award, or an emergency court application is submitted to any UAE onshore judicial authority, Execution Court, Ministry, or Notary Public, a certified Arabic translation shall be executed by a translator officially licensed and sworn by the UAE Ministry of Justice (MOJ).

Miscellaneous

10.1 Digital Execution. This Agreement may be executed in counterparts and via verified digital signatures (PDF, DocuSign, or electronic mail), each of which shall be deemed an original and legally binding under UAE Federal Decree-Law No. (46) of 2021 on Electronic Transactions and Trust Services.

10.2 Severability and Entirety. If any provision is deemed unenforceable, the remaining provisions shall remain in full force and effect. This Agreement represents the entire understanding between the Parties regarding its subject matter.