INTERNATIONAL CHAMBER OF COMMERCE (I.C.
C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Transaction code: G2020IK3061 - Contract № : TP/SO/60B/CO20 DATE: 22 Dec 2020
NON-CIRCUMVENTION, NON-DISCLOSURE
& WORKING AGREEMENT (NCNDA)
WHEREAS the undersigned wish to enter into this
Agreement to define certain parameters of the future legal
obligations, are bound by a duty of Confidentiality with
respect to their sources and contacts. This duty is in
accordance with the International Chamber of Commerce.
WHEREAS the undersigned desire to enter a working
business relationship to the mutual and common benefit
of the parties hereto, including their affiliates,
subsidiaries, stockholders, partners, co-ventures, trading
partners, and other associated organizations (hereinafter
referred to as “Affiliates”).
NOW THEREFORE in consideration of the mutual
promises, assertions and covenants herein and other good
and valuable considerations, the receipts of which are
acknowledged hereby, the parties hereto agree as follows:
1.TERMS AND CONDITIONS
A.The parties will not in any manner solicit, nor accept
any business in any manner from sources or their
Affiliates, which sources were made available through
this agreement, without the express permission of the
party who made available the source and,
B.The parties will maintain complete confidentiality
regarding each other’s business sources and/or their
Affiliates and will disclose such business sources only
to the named parties pursuant to the express written
permission of this party who made available the source
and,
C. The parties will not in any of the transactions that
the parties are desirous of entering into and do, to the
best of their abilities, assure the other that the
transaction codes established will not be affected and,
D. The parties will not disclose names, addresses, e-
mail addresses, telephone, facsimile ,or telex numbers
to any contacts by either party to third parties and that
they each recognize such contacts as the exclusive
property of the respective parties and they will not enter
into any direct negotiations or transactions with such
contacts revealed by the other party and,
E.The parties further undertake not to enter into any
business transaction with banks, IKONIK A.S.s,
person’s or corporations representing sources of funds
or other bodies, the names of which have been provided
by one of the parties to the other denoted in this
Agreement, unless written permission has been obtained
from the other party to this Agreement. For the sake
of this NCNDA, it does not matter whether information
is obtained from the other party relates to a natural or a
legal person and the parties also undertake not to make
use of a third party to circumvent this clause and,
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
(IMFPA)
We the undersigned herewith referred as the IKONIK A.S., under penalty
of perjury, do hereby irrevocably confirm and irrevocably accept to pay all
intermediaries and fee holders at the same time and in a manner as the
IKONIK A.S. is being paid for each and every transaction of the executed
contract between the TPIC and the SOMO OIL., including all transactions
up to the completion of the contract plus rollovers and extensions and
accordingly the intermediaries are immediately paid by the IKONIK A.S. for
each transaction at the direction of the intermediaries to the bank account so
specified in this Agreement.
We, the IKONIK A.S., irrevocably confirm that we will order and direct our
bank to endorse automatic payment orders to the beneficiaries named below;
furthermore, We, the IKONIK A.S., confirm that all pay orders shall
automatically transfer funds as directed into each beneficiary’s designated
bank account immediately after each tranche during the contract term plus
any and all extensions and rollovers of the specified contract. For the purpose
of clarity, we confirm that the closing and completion of each and every
tranche shall be deemed to take place as set out in contract.
We, the IKONIK A.S., agree to provide all beneficiaries with written
evidence of all payments lodged with their banks together with written
acknowledgements from THE IKONIK A.S.’s bank accepting responsibility
to make timely payments to the intermediaries chosen bank accounts in a
timely manner, from time to time, immediately after each tranche more
particularly spelled out in contract. Furthermore, THE
INTERMEDIARY’S bank if required shall be instructed to provide duly
signed and stamped acknowledgement of this instruction as set out here in
forming part of this Agreement. Moreover, it is understood by THE
IKONIK A.S. that for the purposes of this IMFPA, THE
INTERMEDIARY’S banks is listed in this Agreement, attached hereto as if
made a part hereof, and acts as an integral part of it.
We the undersigned IKONIK A.S. acknowledge by execution of this
Agreement that THE INTERMEDIARY named on the proper page
provided, attached hereto as if made a part hereof, has disclosed confidential
information to be used solely for the purposes of recognition and payment to
the Beneficiary for providing significant benefit to THE IKONIK A.S. by
acting as a facilitator and causing the legally binding contract between the
TPIC and the IKONIK A.S. to be duly executed. Consequently, THE
IKONIK A.S. hereby acknowledges THE INTERMEDIARY now as his
legally authorized representative that has caused the main transaction
between the TPIC and IKONIK A.S. to successfully close and, therefore,
unconditionally agree and undertake to approve and originate all
payments specified hereunder to be immediately paid after each tranche
on each and every transaction of the said executed contract between the
TPIC and the IKONIK A.S. and for any extensions or rolls thereafter made
between the TPIC and the IKONIK A.S., and payments to be made in
(US$) currency to the beneficiary named below as their rightful and payable
commissions. The Intermediary is required to submit an invoice to
IKONIK A.S. for each transaction. This agreement also acts as a record
confirming the commission amounts for each named Beneficiary as set out
below:-
TERMS & CONDITIONS:
This Master Fee Protection Agreement covers the initial contract between the
TPIC and IKONIK A.S. and shall include any renewals, extensions,
rollovers, additions or any new or alternative transfer arrangements for
Product no matter how originated, all being considered originated from
contract between the TPIC and the IKONIK A.S. since any of these events
noted, including the changing of codes, is lawfully considered activities that
THE IKONIK A.S. would contractually be responsible for immediate
 INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Transaction code: G2020IK3061 - Contract № : TP/SO/60B/CO20 DATE: 22 Dec 2020

F.The parties agree that in the event of circumvention compensation to THE INTERMEDIARY under the attached Non-
of this Agreement by either party, directly or indirectly, Circumvention Non-Disclosure Agreement. THE IKONIK A.S. agrees that
the circumvented party shall be entitled to a legal any and all commissions due shall be paid to the Beneficiary as a result of
any extension or rolls of the contract and that we shall effect all necessary
monetary penalty equal to the maximum pecuniary
documentation with our bank without any undue delays to ensure such
compensation that would have been calculated and paid
commissions paid within the terms of the agreement.
as compensation it should realize from such a
This Master Fee Protection Agreement and any subsequently issued pay
transaction plus any and all expenses, including but not
orders shall be assignable, transferable, and divisible and shall not be
limited to all legal costs and expenses incurred to
amended without the express written and notarized consent of the
recover the lost revenue and,
receiving Beneficiary. All parties agree neither to circumvent nor to
G.The parties agree in relating to any and all attempt to circumvent each other, now or in the future; the NCNDA
transactions, that all considerations, benefits, bonuses, Agreement applies for the term of the current contract between the
participation fees and/or commissions received as a TPIC and the IKONIK A.S., a period being (5) years from the date of the
result of the contributions of the parties in the execution of this Irrevocable Master Fee Protection Agreement and
Agreement, will be allocated as mutually agreed and, continue thereafter for any and all extensions of time, or from time to
H.The parties agree this Agreement is valid for any and time as the case might be.
all transactions between the parties herein and shall be This document binds all parties, their employees, associates, transferees and
governed by the enforceable law in all Commonwealth assignees or designees.
All faxed and/or e-mailed signatures shall be considered as original
Countries, European Union Countries, USA State
signatures for the purpose of binding all parties to this Agreement. This
Laws, or under Swiss Law in Zurich, in the event of
document may be signed & in any number of counterparts all of which shall
dispute, the arbitration laws of the specific
be taken together and shall constitute as being one & the same instrument.
jurisdiction for the contravention of this Agreement Any provision of this document shall only be amended by agreement in
will apply and, writing and signed off by both parties concerned.
I.The signing parties hereby accept any such selected PARTIAL INVALIDITY:
jurisdiction as an acceptable venue. The duration of the The illegality, invalidity and non-enforceable provision of this document
Agreement shall perpetuate for (5) years from date of under the laws of any jurisdiction shall not affect its legality, validity or
signing and continue thereafter for any and all enforceability under the law of any other jurisdiction or provision.
extensions of time, or from time to time as the case GOVERNING LAW AND JURISDICTION:
might be, for each and every transaction of Product This document shall be governed & construed in accordance with current
delivery that is made from the IKONIK A.S. English or I.C.C 400/500/600 regulations, the NCNDA signed between the
parties hereto.
2.AGREEMENT TO TERMS
ARBITRATION:
A. Signatures on this Agreement received by the way of
All parties agree to refer any disputes between the questions regarding its
Facsimile, Mail and/or E-mail shall be considered a
existence, validity or termination to arbitration rules of the International
lawful executed contract. This Agreement is Arbitration Centre (I.A.C). The appointed arbitrator shall hold the
enforceable and admissible for all purposes as may be proceedings in any country chosen by the parties and the rules of the IAC
necessary under the terms of this Agreement. shall apply.
B. All signatories hereto acknowledge that they have This (9) pages document is signed and accepted by parties named below on
read the foregoing Agreement and by their initials and this 22 day of DECEMBER, 2020.
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.
“Accepted and agreed without change
(Electronic signature is valid and accepted as hand signature)”
EDT ( ELECTRONIC DOCUMENT TRANSMISSIONS)
1. EDT(Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this
Contract. As applicable, this agreement shall be:-Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in
Global & National Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on
Electronic Signatures (2001)
2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, and May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
3. EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable.  Either Party may
request hard copy of any document that has been previously transmitted by electronic means provided however, that any
such request shall in no manner delay the parties from performing their respective obligations and duties under EDT
instruments.
 INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Transaction code: G2020IK3061 - Contract № : TP/SO/60B/CO20 DATE: 22 Dec 2020

NON-CIRCUMVENTION, NON-DISCLOSURE IRREVOCABLE MASTER FEE PROTECTION

& WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

NAME: PAYBACK
DESIGNATION: Beneficiary’s Name
Passport N°: Bank Name:
Nationality: IBAN(DOLLAR):
PLACE OF
Swift Code :
ISSUE
ISSUE DATE Bank Address :
EXPIRY DATE Branch Name :
Bank Telephone :
Bank Officer:
TODAY’S DATE : 22 DECEMBER, 2020 TODAY’S DATE : 22 DECEMBER, 2020

SIGNATURE
AND PASSPORT:

Required Message ALL FUNDS TRANSFERS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL
on All Transfer of ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEFICIARY’S
Funds BANK.”

ALL BANK CHARGES SHALL BE BORNE BY ACCOUNT BENEFICIARIES ABOVE