CONFIDENTIAL NON-DISCLOSURE AND MUTUAL NON-DISCLOSURE AND EXPRESS

RECOGNITION OF INTERMEDIARY FEES AGREEMENT

This CONFIDENTIAL NON-DISCLOSURE AND MUTUAL NON-DISCLOSURE

AND EXPRESS RECOGNITION OF INTERMEDIARY
FEES AGREEMENT (the "Agreement") is made and entered into as of (the
"Effective Date"), by and between the undersigned Parties, references to whom
may also be interchangeably referred to as a "Disclosing Party" and/or a
"Receiving Party" (collectively hereinafter referred to as the "Parties").
WHEREAS, mutual cooperation is intended to assist all Parties to achieve their
objectives.
WHEREAS, it is the desire of the Parties to disclose, or cause to be disclosed on
behalf of the undersigned, to the other Party, certain "Confidential Information"
to be defined below.
WHEREAS, this Agreement shall extend to the persons named below and any
entity to which either Party is affiliated, including their permanent assigns,
successors, subsidiaries, sister companies and associated partners and
employees. This does not exempt any governmental agency that may be involved
in transactions and is part of the Purpose defined below.
WHEREAS, the Parties desire to provide mutual assurances to each other that, in
disclosing certain information, including, but not limited to, contacts, sources,
purchasers, sellers and intermediaries that may be disclosed in the course of
communications and negotiations that will take place between each respective
Party, that such information will not be disclosed without the express written
consent of the other Party.
1. Purpose. The Parties desire to enter into discussions and conclude a
business opportunity of mutual interest including, but not limited to, mutual
business interests in trading, buying, selling and brokering the sale and
purchase of goods ("Purpose") and in connection with this Purpose, each
Party may disclose to the other certain confidential technical, financial,
business opportunities, through suppliers, wholesalers, carriers, vendors,
buyers, customers and other relevant and related information which the
Receiving Party agrees to treat as confidential. The Parties operate in the
Trading and Brokerage, Transportation and Logistics market as independent
service providers, owners, business developers, promoters, financiers,
commission brokers, independent consultants and, from time to time, one or
more of the Parties may operate under various titles or labels; such as
facilitator, reseller, mandated seller, authorized representative, authorized
consultant, introducing party, finder, intermediary or broker and entities which
may signify or imply these labels and the responsibilities inherent in such
titles.
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2. Confidential Information. For purposes of this Agreement, "Confidential

Information" shall mean any non-public information, technical data or know-
how (whether in oral, written, graphic or machine-readable form) of a Party
disclosing such information (the "Disclosing Party" ), and all copies thereof,
including, without limitation, (i) marketing strategies, plans, financial
information, product sourcing information, origins, quality control reports,
tests, shipments, bill of lading documents, TDS and Ullage. report relating to
shipments, Traders, Suppliers, Vendors, Sellers, Resellers, Supplier or
Vendor Mandates, Operations, Sales and Supply performance results
relating to the past, present or future business activities of such party, its
affiliates, subsidiaries and affiliated companies; (ii) plans and information
on/for products or services, and customer or supplier lists; (iii) any scientific
or technical information relating to the products being
marketed/sold/supplied, other information relating to commodity trading and
trade secrets; and (iv) any information relating to the products being
marketed/sold/supplied, other information relating to the trading of
commodities and trade secrets; and (v) any other information that
reasonably should be recognized as confidential information of the
disclosing party relating to suppliers and distributors of the Commodities and
Goods under consideration. Confidential Information need not be novel,
unique, proprietary, copyrightable or constitute a trade secret to be
designated as Confidential Information for the purposes of this Agreement.
3. Non-disclosure of confidential information.
a. In General. All Confidential Information disclosed to the Receiving
Party shall be used solely for the Purpose and for no other purpose.
The Receiving Party agrees that it shall take reasonable steps to
protect the secrecy and prevent the disclosure of Confidential
Information of the Disclosing Party and shall treat the Confidential
Information of the Disclosing Party with the same degree of care that it
accords to its own Confidential Information of the same type. but in no
event less than a reasonable degree of care. The Receiving Party
shall not disclose or make available any Confidential Information of the
Disclosing Party to third parties, other than directors, officers,
employees, consultants, advisors, agents and contractors of the

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Receiving Party when necessary, and only if such directors, officers,

employees, consultants, advisors, agents and contractors have
executed appropriate written agreements with the Receiving Party
sufficient to enable the Receiving Party to enforce all provisions of this
Agreement. In addition, the Receiving Party shall not make any copies
of the Disclosing Party's Confidential Information except as necessary
for the Purpose.
b. Exceptions. Notwithstanding the foregoing, the Receiving Party shall
have no liability to the Disclosing Party with respect to any Confidential
Information that the Receiving Party can prove:
i. At the time of disclosure, it is available to the general public;
ii. At a later date, it becomes available to the general public
through no fault of the Receiving Party, and only after such later
date;
iii. Is in its possession prior to its receipt without any obligation of
confidentiality;
iv. Is disclosed to the Receiving Party without restriction on
disclosure by a third party who had a legal right to disclose such
information;
v. Is independently developed by the Receiving Party without the
use of any Confidential Information; or
vi. Is disclosed pursuant to the order or requirement of a court,
administrative agency or other governmental body; provided,
however, that the Receiving Party shall promptly notify the
Disclosing Party of such court order or requirement to enable the
Disclosing Party to seek a protective order or otherwise prevent
or restrict such disclosure.
4. Non-Use and Non-Disclosure. The Parties agree to use any Confidential
Information solely for the Purpose. Each party agrees to limit disclosures of
Confidential Information of the other party to those employees or agents of
the receiving party who must have the information to evaluate or participate
in discussions about the Purpose. Each party agrees that it will not disclose
any Confidential Information to any third party without the express written
consent of the Disclosing Party. Neither party shall reverse engineer,
disassemble or compile the other party's Confidential Information or any of
the prototypes, software or other tangible objects that incorporate the other
party's Confidential Information and are provided to the party hereunder.
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5. Non-Circumvention.
a. Each Party agrees that neither it nor any of its affiliates, agents,
employees, successors in interest or assigns, during the term of this
Agreement and for a period of five (5) years after termination of this
Agreement, will engage in Circumvention Conduct without the prior
written consent of the other Party, which consent the other Party may
withhold in its sole discretion. "Circumvention Conduct" means, (1)
attempting to deal directly or indirectly in any way with any of the
Contact Persons or other persons or companies connected with the
Purpose, including by having any part in or obtaining any benefit from
the Purpose or any aspect thereof, (2) circumvent, avoid, circumvent
or attempt to circumvent the other party in connection with the
Purpose, including by using any of the Confidential Information or by
exploiting or obtaining any benefit from the Confidential Information.
b. The Parties shall not solicit or accept any business in any manner,
from sources or their respective Associated Parties, whose sources
were made available through this Agreement, without the express
written permission of the Party that made the source available. Each
Party agrees not to contact, transact or become involved directly or
indirectly with any corporation, partnership, proprietorship, trust,
individual or other entities submitted by either Party without the
specific written permission of the submitting Party. Each Party agrees
not to directly or indirectly circumvent, avoid, or circumvent the other
Party with respect to renewals, corporations, partnerships, estates,
trusts or other entities introduced by either Party.
c. The Parties shall not disclose any names, addresses, e-mail
addresses, telephone, facsimile or telex numbers (defined as
"Contacts") to any third party, as each Party acknowledges that such
information is the exclusive property of the providing Party, and each
Party promises to the other Party, that it will not engage in any direct
negotiations or transactions with such Contacts that were disclosed by
one Party to the other Party.

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In the event that communications occur as part of any transaction, the

Parties shall include the Disclosing Party in such communication. If the
communication is by e-mail, the Disclosing Party shall receive a copy
or blind copy of the e-mail. If the communication is via postal mail with
a copy to the Disclosing Party. Communications via telephone shall
include the Disclosing Party. The Parties shall have the right to access
and review any and all communications between such Party and the
Disclosing Party.
d. The Parties to this Agreement confirm that, unless written permission
has been obtained from the other Party, no circumvention loophole is
created if the information is obtained from a natural or legal person, or
through the use of any third party or structure designed to circumvent
the other party.
e. Regardless of the label, title or structure designed by a Party;
including, without limitation, with Associated Parties that a Party or
another Party may adopt to conduct a "discovered" transaction outside
of this Agreement; for example, when circumstances or opportunities
arise where the Parties create, originate or participate in a
contemporaneous or subsequent business transaction that occurs
after the effective date of this Agreement and if such transaction
occurs through the use of the other Party's proprietary information,
contacts, or its confidential materials; whether oral or written, the other
Party shall have breached or otherwise violated this Agreement.
f. The Parties agree that in the event of circumvention of this Agreement
by either Party, directly or indirectly, the circumvented Party or Parties
shall be entitled to seek a lawful monetary award equal to the
maximum participation or service such Party or Parties would
otherwise have benefited from such circumvented transaction or
transactions (i.e., fee, commission amount), if any; plus any and all
expenses; including, without limitation, all legal costs and expenses
incurred to recover lost revenues or circumvented profits. The
signatories to this Agreement agree that the BUYER is responsible for
paying commissions to Intermediaries and brokers. However; the
parties will not attempt to circumvent the other with malicious intent
and agree to work in an honorable manner.
g. During the Term, both parties agree not to circumvent or attempt to
circumvent, with respect to any rights, opportunities, contracts,
agreements or business contacts, including but not limited to
manufacturers, suppliers, vendors, sources, distributors or other
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parties, disclosed or introduced by either party in connection with the

Purpose. The parties also agree not to use a third party to circumvent
this clause and Section 5 of this agreement.
6. Maintenance of Confidentiality. Each party agrees that it will take
reasonable steps to protect the secrecy and prevent unauthorized disclosure
and use of the other party's Confidential Information. Without limiting the
foregoing, each party shall take at least such measures as it takes to protect
its own most highly confidential information and shall ensure that its
employees and agents who have access to the other party's Confidential
Information have signed a non-use and non-disclosure agreement similar in
content to the provisions hereof prior to any disclosure of Confidential
Information to such third parties. Neither party may make copies of the other
party's Confidential Information unless previously approved in writing by the
other party. Each party shall reproduce the other party's proprietary rights
notices on any such approved copies in the same manner as such notices
were set forth in the original.
7. No Incentive or Undertaking. The Confidential Information provided to the
Receiving Party does not represent or purport to represent an inducement
on the part of the Disclosing Party or a commitment on the part of the
Disclosing Party to enter into any business relationship with the Receiving
Party or any other entity. If the parties wish to pursue business
opportunities, they shall enter into a separate written agreement to govern
such business relationship.
8. Return of Materials. All documents and other tangible objects containing or
representing Confidential Information that have been disclosed by either
party to the other party and all copies thereof in the possession of the other
party shall be and remain the property of the Disclosing Party and shall be
promptly returned to the Disclosing Party upon written request of the
Disclosing Party or upon expiration of the term or termination of this
Agreement.

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9. No License or Warranty. All rights and interests in the Confidential

Information shall remain in the Disclosing Party or its licensors. Except as
expressly set forth in this Agreement, no license under any patent,
copyright, trademark or trade secret mask rights or other proprietary rights is
granted or conveyed by the Disclosing Party's transmission of its
Confidential Information or other information to the Receiving Party under
this Agreement. The Receiving Party shall use all information received in a
secure and prudent manner and is responsible for any risk or loss arising
from the use of such information. The Receiving Party agrees that the
Disclosing Party shall have no liability resulting from the use of the
Disclosing Party's Confidential Information or any other information.
THE INFORMATION IS PROVIDED "AS IS" AND THERE ARE NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE INFORMATION, INCLUDING, BUT NOT LIMITED TO,
A WARRANTY AGAINST INFRINGEMENT, ACCURACY OR
COMPLETENESS.
10. Term. This Agreement covers the disclosure of all Confidential
Information for a period of five (5) years from the Effective Date. Upon
expiration of the term or termination of this Agreement, the obligations of
each party shall survive with respect to the other party's Confidential
Information disclosed hereunder until such time as the respective
Confidential Information is made public and generally available without
action or inaction by the receiving party or until five (5) years after the date
of initial disclosure of such Confidential Information to the receiving party
hereunder, whichever is later (such period, the "Confidentiality Period").
For the avoidance of doubt, upon expiration of the term or termination of this
Agreement, each party's obligation to keep the other party's Confidential
Information confidential during the Confidentiality Period shall apply even in
the event that a party is acquired or merged by or into a third party, and such
third party shall be entitled to enforce this obligation as a third party
beneficiary.
11. Damages.
a. Acknowledgment of Irreparable Damage: The parties acknowledge
and agree that any claim for breach of any provision of this
Agreement, if established, may result in irreparable harm to such
claimant (any such claim, an "Equitable Remedy Claim").
b. Settlement of Equitable Compensation Claim Actions: In any
proceeding in which a party asserts a claim for equitable relief, the
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party defending against such claim hereby:

i. Waiver of the claim or defense that the claimant has an adequate
remedy at law;
ii. Agrees that a claimant making a Claim for equitable relief shall
not be required to post any bond or security; and
iii. Agrees that, in addition to, and not limited to, other rights,
remedies or damages available at law or in equity, if Claimant
files a Claim for equitable relief, Claimant is entitled to seek
preliminary injunctive relief to prevent or prevent any breach or
to compel performance.
c. Survival of Expiration of Term or Termination of Agreement: The
provisions contained in this Paragraph 11 survive the expiration of the
Term and any termination of this Agreement for any reason.
12. Miscellaneous.
a. Counterparts and Facsimile Signatures. This Agreement may be
executed in counterparts and all such counterparts, when executed
together, constitute the final Agreement as if one document had been
signed by all parties. This Agreement may be executed by
facsimile/electronic signatures, and each signature thereon is and
constitutes an original signature, again as if each party had executed a
single original document with a manual signature.
b. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all prior written or oral negotiations, representations,
agreements, undertakings, contracts or understandings with respect
thereto, and no modification, alteration or amendment to this
Agreement may be made unless the same is in writing and signed by
all parties hereto. Neither party shall have any obligation, express or
implied by law, with respect to the trade secret or proprietary
information of the other party, except as set forth herein.

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c. Headings. All headings and captions in this Agreement are for

convenience only and shall not be construed to expand or restrict the
provisions of the Agreement.
d. Waiver and Modification. The failure of either party to exercise any of
such party's rights hereunder or to insist upon strict performance with
respect to any obligation hereunder, and no custom or practice of the
parties at variance with the terms hereof shall constitute a waiver by
either party to require exact compliance. with the terms hereof. The
waiver by either party of any particular breach by the other party shall
not affect or impair the rights of such party in respect of any
subsequent breach of the same or a different nature, nor shall any
delay or omission by either party to exercise any right arising out of
any such breach by any other party affect or impair the rights of such
party as to such breach or any subsequent breach.
e. Severability. If any provision of this Agreement or any part thereof or
application thereof to any person or circumstance is finally determined
by a court of competent jurisdiction to be invalid or unenforceable to
any extent, the remainder of this Agreement, or the remainder of such
provision or the application of such provision to persons or
circumstances other than those to whom it has been held invalid or
unenforceable, shall not be affected thereby and each provision of this
Agreement shall remain in full force and effect to the fullest extent
permitted by law. The parties further agree that if a court of competent
jurisdiction finally determines that any part of this Agreement, or any
part thereof or application thereof, to any person or circumstance is
invalid or unenforceable to any extent, any court may modify the
objectionable provision to make it valid, reasonable and enforceable.
f. Arbitration. All parties agree to refer any dispute between the parties
arising out of or in connection with this Agreement, including any
question relating to its existence, validity or termination, to the
arbitration rules of the European International Arbitration Centre
(EIAC) or the International Court of Arbitration (ICA) of the ICC.
governed by the International Chamber of Commerce ICC European
Council or American Arbitration Associates AAA (International Centre
for Dispute Resolution - ICDR) in accordance with U.S. law. The
appointed arbitrator of either of the above chosen councils shall
conduct the proceedings in the relevant country of Jurisdiction chosen
by the parties and the rules of the DIAC or ICA shall apply, as the case
may warrant. This document is signed and accepted by the parties
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named below and may be included in the main contract with the
Buyers submitted by the Intermediaries named above. The Parties
intend for the arbitration to be conducted expeditiously, without initial
recourse to the courts and without interlocutory appeals of the
arbitrator's decisions to the courts. However, if a Party refuses to
comply with its arbitration obligations hereunder, the other Party may
obtain appropriate relief by compelling arbitration in any court having
jurisdiction over the refusing Party and the arbitrator shall award the
other Party its reasonable attorneys' fees and other costs to
successfully obtain such relief.
g. Jurisdiction and Venue. This Agreement, and all rights, duties and
obligations of the parties arising under the terms and conditions set
forth below, shall be governed by, construed and enforced in
accordance with the laws of the EU, DUBAI, USA and/or all
Commonwealth countries. Any suit or proceeding relating to this
Agreement shall be brought exclusively in the courts of the EU, DUBAI
or USA with mutual agreement between the parties as to jurisdiction or
as decided by the Arbitration Boards or the Courts and Jurisdictions
referred to in Section 12 (f).
h. Transfer of Rights. Unless mutually agreed to by the undersigned
Parties in a signed writing, or except as otherwise specifically provided
herein, the rights and covenants set forth in this Agreement shall not
be assigned, delegated or otherwise transferred, in whole or in part, to
any party not having direct knowledge of the contract under this
Agreement.
i. Notices. All notices required by this Agreement shall be in writing and
shall be effective when delivered or, if mailed, when deposited as
certified mail, postage prepaid, addressed to the addresses provided
below by the undersigned Parties (at such other address as a Member
may specify by notice to the other Members in accordance with these
provisions). All signatures sent by facsimile and/or e-mail shall be
deemed to be original signatures for the purposes of binding all parties
to this Agreement.

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j. Attorneys' Fees, Costs and Expenses. In the event that either party
takes any legal action to enforce the terms of this Agreement, the
prevailing party shall be entitled to the legal fees and costs associated
therewith.
k. Independent Contractor. This Agreement shall not deem any Party,
or any Participant, to be an employee or partner, and nothing in this
Agreement or its activities shall constitute or imply that a joint venture
was created with any other Party or Participant for any purpose. The
Parties are and shall remain independent contractors within the
Strategic Relationship. Neither Party or participant shall be liable to
withhold taxes with respect to the other Party's compensation
hereunder, unless otherwise required by law. Neither Party or
Participant shall have a claim against another Party or Participant
hereunder or otherwise for holiday pay, sick leave, retirement benefits,
social security, workers' compensation, health or disability benefits,
unemployment insurance benefits or employee benefits of any kind.
l. Additional Acknowledgements. Both Parties acknowledge and
agree that: (a) the Parties execute this Agreement voluntarily and
without any duress or undue influence; (b) the Parties have carefully
read this Agreement and have asked all questions necessary to
understand the terms, consequences and binding effect of this
Agreement and to understand them fully; and (c) the Parties have
sought the advice of counsel of their respective choice if they so
desired prior to signing this Agreement or have waived such
opportunity in favor of reviewing and accepting its terms, covenants
and conditions without the benefit of counsel.
m. Other Documents. If other provisions or agreements are necessary to
enforce the intent of this Agreement and any subsequent Agreement,
the Parties agree to execute such additional documents, provisions or
agreements as requested. This document contains a total of 8 pages
(review total number of pages) and is legally binding once the
undersigned parties have signed, sealed and exchanged electronically
by facsimile or email.
13. Remuneration, commissions and gifts
a. or, in any case, the final purchaser,
undertakes to recognize and pay the commissions for intermediation in
the di fferent contracts for the purchase of fuels, or any petroleum
products or crude oil or petrochemical products, to all the
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intermediaries in the aforementioned contracts by transferring the

amounts corresponding to said payments to the accounts of the
paymaster indicated at the time in the manner and form to be
determined in the document to be established, for each of the
purchase contracts, the distribution of the aforementioned
commissions and which shall be incorporated as an annex to the main
contract in an inseparable manner, the final purchaser's bank or credit
institution being obliged to carry out said intermediary transfers, which
shall be carried out simultaneously with the transfers to be made in
payment for the goods that are the object of the contract.

………..………………………… ………..…………………………
Michael Greene Gordon O. Etta Phd.
For: Micbenj Nig. Ltd For: Nicenic Globals

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