Non-Circumvention, Non-Disclosure Agreement (NCNDA)

Stoneguard Group including the group of companies (GREET Global Ltd, Stoneguard SFS Ltd, Energy

Efficient Lighting Solutions Ltd, La Primacasa UK Ltd, Ethical Investment Company (EIC) Ltd and Silva Ortus UK Ltd) in agreement with the named parties as below, whereas, each signatory Party possesses
certain information, not known by any other Party Full Name: Company Name: Registered Address: Company Reg No: Contact Number(s): Email Address: Passport Number: Whereas, the Parties are initially desirous of conducting various business transactions in contract with any third party introduced by another Part to this Agreement, for the mutual benefit of all parties.

Whereas, the Undersigned Parties wish to enter into this Agreement to define certain parameters of their future legal obligations, and considering their mutual promise herein and other good and valuable considerations the receipt of which is acknowledged hereby, the Parties here to mutually and voluntarily agree as follows: 1. Non-circumvention: The parties hereto and/or their affiliates of what-so-ever nature shall not, in any manner solicit and/or accept any business from sources that have been made available by and through the Parties hereto, nor in any small manner shall access, contact solicit and/or conduct any transaction with such said sources, without the expressed and specific permission of the Party who made such said source available. Non-disclosure: The Parties shall maintain complete confidentiality regarding each others business and/or their affiliates and shall only disclose knowledge pertaining to these specifically named Parties as permitted by the concerned Party, unless agreed and granted an expressed written permission of and by the Party who made the source available. The receiving Party of any confidential information agrees to not to use it for any purpose other than purpose contemplated by the Parties. The receiving Party also agrees that it will not use confidential information to compete with the disclosing Party or interfere in contractual arrangements or negotiations between the disclosing Party and third parties. The Parties shall not in any way whatsoever circumvent each other and/or avoid payments of fees or commissions to each other and/or attempt such circumvention of each other and/or any of the parties involved in any of the transactions the Parties wish to enter and to the best of their abilities shall ensure that the original transaction codes, data and proprietary information established are not altered. The parties acknowledge that it is fair and reasonable that if a contact of either Party enters into a transaction involving the Parties to this Agreement that any such contact shall remain, and continue to be deemed to be the contact of the original Party in any and all subsequent transactions, except as may be specified below. Each Party undertakes with the other not to contact (directly or indirectly) or transact business with, nor disclose the name or other revealing information of , any of the other Partys contacts to any third party without express written permission of such Party and without paying the

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appropriate fees if any business is transacted. If there is any doubt as to the amount of such fees on such occasion, then failing agreement between the Parties the amount shall be the same as in any similar transaction involving the said contacts. 5. Neither Party shall do or say anything likely to lead to any person firm or company to withdraw from or cease to continue offering either Party any rights of purchase, sale, import, distribution, finance or agency then enjoyed by them. In the Event of circumvention by any of the undersigned Parties, whether direct and/or indirect, the circumvented Party shall be entitled to a legal monetary compensation equal to the maximum service it should realize from such a transaction, plus any and all expenses, including any and all legal fees incurred in the recovery of such compensation. Distribution of Fees: All considerations, benefits, bonuses, participation, fees and/or commissions received as a result of contributions of the Parties to this Agreement, relating to any and all transactions shall be allocated and distributed as mutually agreed. Specific arrangements for each transaction shall be made available and/or submitted to the recipient on the very day due and payable as per each and every transaction, unless otherwise agreed. Mutual Contacts: If there is any doubt as to whether an entity, firm, company or an individual is the contact of either Party, then the Parties shall agree to discuss the matter in good faith. It is understood that it is possible that there are contacts currently known to both Parties. If this is the case, then it is acceptable as being reasonable that in the event that one Party introduces particular transaction to a particular contact, then in that case it is reasonable for that Party to have that contact deemed to be their contact in other transactions if such contact was first approached about it by the other Party. Non-Solicitation: At any time during the period of this Agreement, each Party agrees that it shall not (and that it shall procure that members of the group of companies of which it is part shall not) directly or indirectly: a. solicit or entice any employee to leave the employment of either Party b. offer employment to or employ or offer to conclude any contract for services with any employee, or procure or facilitate the making of such offer, by or on behalf of any person, firm or company who shall be in competition with either Party; or c. 10. Canvass, solicit or approach or cause to be approached in relation to a business which may in any way be in competition with either Party.

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No Warranty or Representation: It is understood that the Party acting as the sellers agent sources prospects in the UK and abroad through a number of local experts and sources, and whilst the sellers agent takes all reasonable efforts to ensure that the details are corre ct, the sellers agent cannot be held responsible for any errors, omissions, or inaccuracies, in any of the supplied information of any kind, nor for any loss arising from the information supplied. The Party acting as buyers agent or any buyer of said pro spects agrees that it is solely relying on such details as provided by the person supplying such information, and no warranty or representation is hereby given by the sellers agent or the Party acting as sellers agent. Damages: The receiving Party acknowledges that any breach or violation of this Agreement is likely to cause loss or damage to the other Partys commercial interests and in that event the other Party shall be entitled to claim reasonable damages in the event of a breach, in addition to any other available remedies. Continuation: All payments of fees shall remain due and payable in respect of the use of any contacts notwithstanding any purported termination of this Agreement by on of the Parties.

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No partnership: Nothing in this Agreement shall be construed as creating a partnership or an employment relationship between the Parties and neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party. No Waiver: Failure by the disclosing Party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be waiver of those rights unless the disclosing Party acknowledges the waiver in writing. Construction: It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses. Amendments: No addition to or modification of any clause in this Agreement shall be binding on the Parties unless made by a written instrument and signed by the signatories to this Agreement or their duly authorized representatives. Whole Agreement: This Agreement sets out the entire agreement and understanding of the Parties and is in substitution of any previous written or oral agreements between the Parties. This agreement may be signed by separate copies, which when taken together constitute a binding agreement. Language: The language in all the Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the Parties and it is agreed that the English language is used. Governing Law: This Agreement shall be interpreted with the laws of England and Wales and shall be subject to the exclusive jurisdiction of its courts. It is further agreed that any controversy, claims, and/or dispute arising out of and/or relating to any part of the whole of this Agreement or breach thereof and which is not settled between signatories themselves, shall be settled and binding in accordance with the rules and through the institutions of the English courts. Any decision and/or award made by the courts shall be final, conclusive and binding for the Parties. Agreement: All Parties and signatories hereunder hereby agree that any signed copy of this Agreement, including copies delivered by email or facsimile, does establish an irrevocable and binding legal document. Signature of this Agreement shall be deemed to be executed agreement enforceable and admissible for all purposes as may be necessary under the terms of this Agreement. Term: This Agreement is valid for two (2) years from the date of signature, for any and all transactions between the Parties therein, with renewal to be agreed upon between the signatories. Parties Bound: This Agreement shall be binding on the Parties hereunder signed and (so far as applicable) to their successors, assignees, agents, associated companies, appointed representatives and intermediaries and in the case of individual Parties, their respective heirs, administrators and executors and in the case of all corporate Parties, their successors and assigns: a. The non-circumvention damages, i.e., the total commission, fees, or profits which would have been due, and; b. All loss sustained by the non-defaulting party by reason of such breach, and ; c. All expenses incurred in enforcing any legal remedy rights based upon or arising out of this Agreement.

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Understanding: All signatories hereto acknowledge that they have read and each Party fully understands the terms and conditions contained in the Agreement and by their initials and signature hereby unconditionally agree to its terms as of the date noted herein.

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Notice: All notices, demand, consists, or requests given by the Parties shall be in writing transmitted by telecopy or other means of facsimile transmission with return confirmation requested or postage prepaid, to the other Party at the last facsimile number or address the Party has designated by notice here in. Or by email if mutually agreed. Purpose: The purpose of this instrument is to establish an internationally recognized NonCircumvention, Non-Disclosure, and Working Agreement between the participating Parties.

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This Agreement may be signed in one or more counterparts and the Parties agree that facsimile copies of this Agreement to be considered as a legal original and signatures thereon shall be legal and binding. DATED: The day of 2013

Print Name:

Signed:
Stoneguard Group Ltd St Martins House, The Runway, London HA4 6SG United Kingdom

DATED:

The

day of

2013

Print Name:

Signed:

Dated

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