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Non Circumvent Non- Disclosure Agreement and Irrevocable Fee

Protection Agreement

KNOW ALL MEN BY THESE PRESENTS:

This FEE PROTECTION Agreement (referred herein as the “Agreement”) is entered into

by and between:

_______________________________________, a duly recognized corporation under the

laws of the Republic of Japan with office address at

_______________________________________________________________________

represented herein by its President & CEO, _______________________, (referred herein

as “FIRST PARTY”).

AND

MR

(referred herein as “SECOND PARTY”).

MR

(referred herein as “SECOND PARTY”).

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Non Circumvent Non- Disclosure Agreement and Irrevocable Fee

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as of the date that both parties have signed this Agreement (“Effective Date”), collectively,

referred herein as the “Parties”.

WHEREAS, the Parties agree that by virtue of an Agreement between the FIRST PARTY

and the SECOND PARTY shall be entitled to compensation upon successful financial

close;

NOW, THEREFORE in consideration of the mutual promises herein contained and for

other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Parties hereby agree as follows:

1. The Parties expressly agree that the transaction contemplated herein is related to the
Agreement between the First Party and Second Party, regarding Petroleum Products
(referred herein as the “Product”) (shall be referred herein as the “transaction”).

2. For as long as Section 1 is valid and effective such that First Party is continually making a
sale from it, the Second Party shall be compensated, net of applicable tax, based on actual
amount and net proceeds received by First Party for the transaction.

3. Second Party shall be paid and compensated, WHATEVER IN EXCESS of ________ per
MT based on the breakdown of the specified commission of the Sale Price of Automotive
Diesel Oil of Second Party’s Direct Buyer, net of applicable tax, Philippine Peso currency per
MT of the Product actually paid and purchased pursuant to Section 1.
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4. The Both Parties expressly agree that compensation to Second Party shall be paid by
First Party, net of applicable tax, after the First Party successfully received the Purchase
Price from the end buyer and cleared in the bank account of the First Party. Any breach of
this agreement shall be pursued for valid legal litigations.

5. Both Parties fully agreed that the Second Party has the full rights and authority to
determine to accept their receivable lump sum commission that needs to be compensated
by the First Party.

6. Both Parties fully agreed of the breakdown commission of each Agent referred herein as
the Second Party based on WHATEVER IN EXCESS of __________ specified in Section 3
that will be compensated by the First Party.

SECOND PARTY COMMISION PER MT OF DIESEL

1.
2.
3.

7. Both Parties fully agreed that the First Party will provide to the Second Party all the
documents such as provision of the official sales invoice and official final contract that was
signed by the First Party and the Buyer that was referred by the Second Party.

CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT

8. Second Party and First Party shall treat information provided by the other party on a
strictly private and confidential basis. Second Party and First Party and/or their employees
and related parties shall take all necessary steps to prevent any third party from misusing or
disclosing confidential information or made public to any third party except as needed to
successfully complete this Agreement or to avoid conflicting claims (and except as may be
required in accordance with the applicable law)
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Non Circumvent Non- Disclosure Agreement and Irrevocable Fee

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9. Recipient hereby acknowledges that unauthorized disclosure or use of Confidential

Information will cause immediate and irreparable harm to Disclosing Party. Accordingly,
Disclosing Party will have the right to seek and obtain preliminary and final injunctive relief to
enforce this Agreement in case of any actual or threatened breach, in addition to other rights
and remedies that may be available to Disclosing Party.

10. The Parties shall ensure that all information exchanged from the time of signing of this
agreement until execution and delivery contemplated herein shall not cause the exclusion of
the representatives, assigns and successors from the benefits of transaction success fees
and continuous compensation for the Second Party as agreed upon in this agreement.

11. Second Party shall not use the confidential information provided by First Party in such a
way to:

a. Circumvent the First Party in the commercial dealings with any and all suppliers or service
providers or end buyers under this agreement, or;

b. Knowingly do anything to cause the First Party to lose any fees or commission or
compensation or profit that are due or may become due to the First Party pursuant to this the
Contract, if any, or;

c. Do anything to circumvent the First Party is such a way as to put First Party at a
commercial disadvantage with buyers or other suppliers of product under this agreement.

d. The Parties shall not in any manner whatsoever solicit nor accept business from sources
or their affiliates that are made available by the other party to this agreement, at any time,
without prior written permission of the Party which made the source available.

e. The First Party shall not transact directly to the Seller referred by the Second Party
without the knowledge and acceptance of the Second Party.

12. The Parties shall maintain complete confidentiality regarding each other’s suppliers,
buyers, business sources or their identities and all contact information and shall disclose
such only to named Parties pursuant to express written permission of the Party which made
the source available.

13. It is understood and agreed that the Parties would exchange certain information which
are confidential and the Parties may learn from one another, the trade secrets, names of
possible suppliers or service providers, their telephone numbers and contact information of
individuals or entities not otherwise known to the Second Party, its affiliates, subsidiaries,
directors, officers, employees or agents before the date of this Agreement. Second Party
expressly agrees that they have the burden of proof in establishing previous communication
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or previous business transaction with FIRST PARTY confidential source or buyers or service
providers before the date of this Agreement.

14. It is agreed that in the event of termination of this Agreement, Second Party, its affiliates,
subsidiaries, directors, officers, employees or agents shall never solicit business from any
individuals, organizations or entities that were introduced by First Party to Second Party and
has no existing relationship with the Second Party, its affiliates, subsidiaries, directors,
officers, employees or agents at the date of this Agreement. Second Party expressly agrees
that they have the burden of proof in establishing previous communication or previous
business transaction with First Party’s confidential source or suppliers or service providers
before the date of this Agreement.

15. In case of circumvention, the Parties expressly agree and guarantee that they will pay a
legal monetary penalty that will be more than the commission or fee or economic benefits
the circumvented Party should have realized in such transactions, by the person(s) engaged
on the circumvention, for each occurrence. The circumvented party shall be entitled to
recover actual costs, losses and damages, court costs, court filing fees, collection and
recovery cost and fees and prevailing advocates’ fees and expenses, special and punitive
damages. Provisions of Sections 9 to 16 herein shall survive the termination of this
Agreement and shall be binding upon and inure to the benefit of the parties, their
successors, assigns, and personal representatives.

GENERAL PROVISIONS

16. Amendment; Waiver. This Agreement is the entire agreement between the Parties
hereto relative to the subject matter hereof, superseding any prior agreements, written and
oral and may not be amended or modified except by an instrument in writing signed by all
Parties hereto. No failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof.

17. Second Party expressly agrees that in addition to any other remedy available to the First
Party and/or his affiliates and/or associates, the Second Party and/or any of Indemnified
party may invoke any equitable remedy to enforce performance hereunder, including without
limitation, the remedy of specific performance. The rights and remedies of the Parties under
this Agreement shall be cumulative and not exclusive of any rights or remedies, which it may
otherwise have under Applicable Law. In exercising its rights and remedies each Party may
be selective and no failure or delay by any party in exercising any right shall operate as a
waiver of it, nor shall any single or partial exercise of any power or right preclude its other or
further exercise or the exercise of any other power or right.
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18. NOTICES. All communications hereunder shall be in writing and except for
communications from the Parties setting forth, claiming, containing, objecting to, or in any
way related to the transfer or distribution of funds, including but not limited to transfer
instructions. Transfer instructions shall be deemed to be duly given after it has been
received and the receiving party has had a reasonable time to act upon such communication
if it is sent or served to address specified on the first page of this agreement, by:

a. electronic mail;

b. Overnight courier; or

c. Prepaid registered mail, return receipt requested.

19. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and
construed in accordance the laws of the Republic of the Philippines applicable to contracts.
The Parties hereby agree to submit to the jurisdiction of and that any legal action, or
proceeding arising out of or any dispute, controversy, or claim arising out of, or the breach,
termination or invalidity thereof relating to this Agreement shall be instituted in the proper
court of any court of competent authority or jurisdiction over the Parties. Should interim
judicial relief be necessary in connection with this Agreement, the Parties hereto (i) will
submit themselves/itself to the non-exclusive jurisdiction of any court located in Quezon City,
Philippines having subject matter jurisdiction should interim judicial relief be necessary in
connection with this Agreement, except for interpleader actions by First Party, (ii) agrees that
venue will be proper as to proceedings brought in any such court with respect to such
dispute, (iii) will not attempt to deny or defeat such personal jurisdiction or venue by motion
or other request for leave from any such court and (iv) agrees to accept service of process at
its address for notices specified on the first page pursuant to this Agreement in any such
action or proceeding brought in any such court.

20. Entire Agreement. This Agreement contain the entire agreement among the Parties with
respect to the Trade contemplated hereby and supersede all prior agreements, written or
oral, with respect thereto. Notwithstanding the foregoing, the rights and obligations of the
Parties shall be limited to, and determined solely in accordance with, provisions of this
Agreement and the Parties shall not be charged with knowledge of, or any duties or
responsibilities in respect of, any other agreement between the Parties.
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Non Circumvent Non- Disclosure Agreement and Irrevocable Fee

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21. Additional Terms:

(i) Meaning of Terms. Every word or phrase defined herein shall, unless herein specified to
the contrary, have the same meaning throughout. As used herein, wherever applicable, and
as the context shall so require, the singular shall include the plural and the plural shall
include the singular, the masculine shall include the feminine or the neuter and the feminine
shall include the masculine or the neuter. The neuter shall include the masculine and the
feminine.

(ii) Warranties. The Parties hereto mutually warrant and represent to each other that they are
of legal age and have the full right, power and authority to enter into this Agreement and to
fully perform their obligations hereunder.

(iii) Headings. The headings of the paragraphs herein are intended for convenience only,
and shall not be of any effect in construing the meaning of this Agreement.

(iv) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Any Party may enter into this document and the agreement constituted
thereby by signing any counterpart any time, date or period mentioned in any provision of
this document shall only be amended by agreement in writing and signed off by all Parties
concerned.

(v) Severability. In case any provision in this Agreement shall be held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

(vi) Recitals. The Recitals shall be part of this Agreement.

(vii) This Agreement shall be effective for Five Years from the date of signing of the Parties.
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Non Circumvent Non- Disclosure Agreement and Irrevocable Fee

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IN WITNESS AND ACKNOWLEDGED OF THE FIRST PARTY AUTHORIZED BANK

REPRESENTATIVE WHEREOF (signature over printed name), (designation in the bank)
the PARTIES hereunto executed this Agreement and affixed their signatures, in multiple
copies, each pertaining to the same Agreement, Effective and in full force this _______ day
of November, 2022.

NON-CIRCUMVENTION, NON-DISCLOSURE AGREEMENT & COMMISSION

AGREEMENT

FIRST PARTY

NAME:  

VALID ID:  

COMPANY NAME:  

DESIGNATION:  

OFFICIAL ADDRESS:  

MOBILE NO:  

EMAIL ADDRESS:  

DATE:  

VALID
GOVERNMENT
IDENTIFICATION
SIGNATURE
OFFICIAL COMPANY
STAMP

 
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NON-CIRCUMVENTION, NON-DISCLOSURE AGREEMENT & COMMISSION

AGREEMENT

SECOND PARTY

NAME:

VALID ID:

MOBILE NO:

EMAIL ADDRESS:

DATE:  

VALID
GOVERNMENT
IDENTIFICATION
SIGNATURE

 
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Non Circumvent Non- Disclosure Agreement and Irrevocable Fee

Protection Agreement

NON-CIRCUMVENTION, NON-DISCLOSURE AGREEMENT & COMMISSION

AGREEMENT

SECOND PARTY

NAME:

VALID ID:

MOBILE NO:

EMAIL ADDRESS:

DATE:  

VALID
GOVERNMENT
IDENTIFICATION
SIGNATURE

 
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Non Circumvent Non- Disclosure Agreement and Irrevocable Fee

Protection Agreement

NON-CIRCUMVENTION, NON-DISCLOSURE AGREEMENT & COMMISSION AGREEMENT

SECOND PARTY

NAME:  

VALID ID:  

MOBILE NO:  

EMAIL ADDRESS:  

DATE:  

VALID GOVERNMENT
IDENTIFICATION
SIGNATURE