INTERNATIONAL CHAMBER OF COMMERCE (I.C.

C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKIN AREEMENT (NCNDA)
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A)
""""""""""""""""""""""""""""""""""""
BU#ER $ TBA
M%. $ TBA
SELLER $
M%. $ B&'

C()*%+,* C(-. $ TBA
T/&. (0 -.+1 $
CONTRACT FOR SALES AND PURCHASE OF INDONESIAN
NICKEL ORE
!%(-2,* $ INDONESIAN NICKEL ORE
!%(-2,* O%343) $ SULAWESI 5 INDONESIA
C()*%+,* 62+)*3*/ $ 600,000 MT /M()*7 8 9: M()*7; <90=
C()*%+,* !.%3(- $ MINIMUM 9 #EAR (9: S73&>.)*;)
D.13?.%/ T.%>; $ FOB MV +)/ 1(+-3)4 !(%* (*( @. +-?3;.-)
S.11.%A; N+>. $
S.11.%A; ;3-. R.&%.;.)*+*3?. $
B2/.%A; N+>. $
B2/.%A; ;3-. R.&%.;.)*+*3?. $
C()*%+,* D+*. $ BT( @. ,()03%>.-C
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!+4. !+4. 9 9 (0 (0 90 90
NON-CIRCUMVENTION, NON-DISCLOSURE &
WORKIN AREEMENT (NCNDA)
IRREVOCABLE MASTER FEE !ROTECTION
AREEMENT (IMF!A)
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 is
acknowledged hereby, the parties hereby agree as follows$
9. 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
e%press permission of the party who made
available the source and,
&. The parties will maintain complete confidentiality
regarding each other business sources and'or
their Affiliates and will disclose such business
sources only to the named parties pursuant to the
e%press written permission of this party who made
available the source, and,
C. That they will not in any of the transactions 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.
(. That they will not disclose )+>.;, +--%.;;.;, .-
>+31 +--%.;;, *.1.&7(). +)- *.1.-0+8 (% *.1.8
)2>@.%; to any contacts by either party to third
parties and that they each recognize such
contracts as the e%clusive property of the
respective parties and they will not enter into any
W. *7. 2)-.%;34).- herewith referred as the )eller, and
the &uyer under penalty of per*ury do hereby irrevocably
confirm and irrevocably accept to pay all intermediaries
and fee holders at the same time and in a manner as the
seller is being paid for each and every transaction of this
contract up to the completion of the contract plus
rollovers and e%tensions and in accordance with the bank
details to be specified in this contract.
W., *7. SELLER, irrevocably confirm that we will order
and direct our bank to endorse automatic payment orders
to the beneficiaries named below i.e., the )eller+s
,andate and each )eller -acilitator set out below#.
furthermore, W., *7. SELLER, confirm that all pay
orders shall automatically transfer funds as directed into
each beneficiaries designated bank account D3*73) 9
(().) -+/ +0*.% the date of closing and completion of
each and every shipment of the product during the
contract term plus any'or e%tensions and rollover of the
specified contract. -or the purpose of clarity, we confirm
that the closing and completion of each and every
shipment shall be deemed to take place when the
payment cash issued by the buyer has been drawn down
at the counters of the issuing bank.
W., *7. SELLER, agree to provide all beneficiaries with
D%3**.) .?3-.),. of the pay orders lodged with our bank
together with acknowledgements of their acceptance.
-urthermore, our bank shall be instructed to provide duly
signed and stamped acknowledgement of this instruction
as set out in the anne%. -orming part of this agreement. It
is understood that for the purposes of this ,aster -ee
/rotection Agreement, our bank shall be the same bank
and this I,-/A acts as an integral part of it.
W. *7. 2)-.%;34).- SELLER named legally authorized
representative as stated within the signed and legally
binding main transaction, contract unconditionally agree
and undertake to approve and originate all payments in
USD ,2%%.),/ to all beneficiaries named below as their
rightful and payable commissions. This agreement also
acts as a record confirming the commission amounts for
each named beneficiary as set out below$-
W., *7. BU#ER, irrevocably confirm that we will order
and direct our bank to endorse automatic payment orders
to the beneficiaries named below i.e., the &uyer+s
,andate and )eller0sr ,andate set out below#.
furthermore, W., *7. BU#ER, confirm that all pay orders
shall automatically transfer funds as directed into each
beneficiaries designated bank account D3*73) 9 (().)
-+/ +0*.% the date of closing and completion of each and
every shipment of the product during the contract term
plus any'or e%tensions and rollover of the specified
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!+4. !+4. : : (0 (0 90 90
direct negotiations or transactions with such
contracts revealed by the other party and
1. That they further undertake not to enter into
business transaction with banks, investors,
sources of funds or other bodies, the names of
which have been provided by one of the
-. /arties to this agreement, unless written
permission has been obtained from the other party
ies# to do so. -or the sale of this agreement, it
does not matter whether information obtained from
a natural or a legal person. The parties also
undertake not to make use of a third party to
circumvent this clause.
2. That in the event of circumvention of this
Agreement by either party, directly or indirectly, the
circumvented party shall be entitled to a legal
monetary penalty e3ual to the ma%imum service it
should realize from such a transaction plus any
and all e%penses, including but not limited to all
legal costs and e%penses incurred to recover the
lost revenue.
4. All considerations, benefits, bonuses, participation
fees and'or commissions received as a result of
the contributions of the parties in the Agreement,
relating to any and all transactions will be allocated
as mutually agreed.
I. This Agreement is valid for any and all transaction
between the parties herein and shall be governed
by the enforceable law in E)41+)- & W+1.; and,
in the event of dispute, the courts of 1ngland 5
6ales shall have non-e%clusive *urisdiction to here
the matter
7. The signing parties hereby accept such selected
*urisdiction as the e%clusive venue. The duration
of the Agreement shall perpetuate for 03?. (5)
/.+%; 0%(> 1+;* -+*. (0 ;34)3)4.
:. AREEMENT TO TERMS
A. )ignatures on this Agreement received by the way
of -acsimile, ,ail and'or 1-mail shall be an
e%ecuted contract. Agreement .)0(%,.+@1. +)-
+->3;;3@1. for all purposes as may be necessary
under the terms of the Agreement.
&. All signatories hereto acknowledge that they have
contract. -or the purpose of clarity, we confirm that the
closing and completion of each and every shipment shall
be deemed to take place when the letter of credit issued
by the buyer has been drawn down at the counters of the
issuing bank.
W., *7. BU#ER, agree to provide all beneficiaries with
D%3**.) .?3-.),. of the pay orders lodged with our bank
together with acknowledgements of their acceptance.
-urthermore, our bank shall be instructed to provide duly
signed and stamped acknowledgement of this instruction
as set out in the anne%. -orming part of this agreement. It
is understood that for the purposes of this ,aster -ee
/rotection Agreement, our bank shall be the same bank
and this I,-/A acts as an integral part of it.
W. *7. 2)-.%;34).- BU#ER named legally authorized
representative as stated within the signed and legally
binding main transaction, contract unconditionally agree
and undertake to approve and originate all payments in
USD ,2%%.),/ to all beneficiaries named below as their
rightful and payable commissions. This agreement also
acts as a record confirming the commission amounts for
each named beneficiary as set out below$-
COMMISSION SHALL BE !AID B# THE SELLER,
AND THE BU#ER (AS THE CASE MA# BE) AS
FOLLOWS$-
The amount of -.13?.%.- refinery should be settled as
herein stated to be transferred into the account as
follows$
SELLER ;3-. +)- BU#ER ;3-. USDEB :.00C
/MT
TERM & CONDITIONS$
This master fee protection agreement covers the initial
contract and shall include any renewals, e%tensions,
rollovers, additions or any new or transfer contract any
how originated from this transaction because of the
above intermediaries or changing codes of the initial
contract entered into between the BU#ER and SELLER.
This master fee protection agreement and any
subse3uently issued pay orders shall be assignable,
transferable and divisible and shall not be amended
without the e%press written and notarized consent of the
receiving beneficiary. All parties agree neither to
circumvent nor to attempt circumvent either for the
transaction of this current contract or in the future for a
period of five 8# years from the date of the e%ecution of
this fee protection agreement. This document binds all
parties, their employees, associates, transferees and
assignees or designees.
All fa%ed and'or e-mailed signatures shall be considered
as original signatures for the purpose of binding all
N()-C3%,2>?.)*3(), N() D3;,1(;2%. & W(%'3)4 A4%..>.)* / I%%.?(,+@1. M+;*.% F.. !%(*.,*3() A4%..>.)*
!+4. !+4. F F (0 (0 90 90
read the foregoing Agreement and by their initials
and signature that they have full and complete
authority to e%ecute the document for and in the
name of the party for which they have given their
signature.
parties to this agreement. This document may be signed
5 in any number of counterparts all of which shall be
taken together and shall constitute as being one 5 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.
-urthermore, we agree that any and all commissions due
shall be paid to the beneficiary as a result of any
e%tension or rolls of the contract and that we shall effect
all necessary documentation with our bank without any
undue delays to ensure such commissions and paid
within the terms of the agreement.
!ARTIAL INVALIDIT#$
The illegality, invalidity and non-enforceable provision of
this document under the laws of any *urisdiction shall not
affect its illegality, validity or enforceability under the law
of any other *urisdiction or provision.
OVERNIN LAW AND GURISDICTION$
This document shall be governed 5 construed in
accordance with current 1nglish law and the non-
e%clusive *urisdiction of the 1nglish courts.
ARBITRATION$
All parties agree to refer any disputes between the
parties arising out of or in connection with this agreement
including any 3uestions regarding its e%istence, validity
or termination to arbitration rules of the international
arbitration centre I.A.C#. The appointed arbitrator shall
hold the proceedings in any country chosen by the
parties and the rules of the IAC shall apply.
This document is signed and accepted by parties named
below as to be included in the main contract.
HA,,.&*.- +)- +4%..- D3*7(2* ,7+)4. (E1.,*%()3, ;34)+*2%. 3; ?+13- +)- +,,.&*.- +; 7+)- ;34)+*2%.)I
EDT ( ELECTRONIC DOCUMENT TRANSMISSIONS)
9. 1(T 1lectronic document transmissions# shall be deemed valid and enforceable in respect of any provisions
of this Contract. As applicable, this agreement shall be$-
Incorporate :.). /ublic ;aw 9<=->>?, @@1lectronic )ignatures in 2lobal 5 Aational Commerce Act00 or such
other applicable law conforming to the :ACITBA; ,odel ;aw on 1lectronic )ignatures ><<9#
>. 1;1CTBCAIC CC,,1BC1 A2B11,1AT 1C1'TBA(1'>8D, 2eneva, ,ay ><<<# adopted by the :nited
Aations Centre for Trade -acilitation and 1lectronic &usiness :A'C1-ACT#.
E. 1(T documents shall be sub*ect to 1uropean Community (irective Ao. ?8'F='11C, as applicable. 1ither
/arty may re3uest hard copy of any document that has been previously transmitted by electronic means
provided however, that any such re3uest shall in no manner delay the parties from performing their respective
obligations and duties under 1(T instruments.
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!+4. !+4. 4 4 (0 (0 90 90
NOTARY PUBLIC ATTESTATION
ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY
PUBLIC, PERSONALLY APPEARED THE PERSON TO ME
KNOWN TO BE THE INDIVIDUALS DESCRIBED HEREIN AND
WHO EXECUTED THE FOREGOING INSTRUMENT, AND
ACKNOWLEDGED THAT THEY EXECUTED THE SAME AS THEIR
FREE ACT AND DEED.
MY COMMISSION EXPIRES:
NON-CIRCUMVENTION, NON-DISCLOSURE &
WORKIN AREEMENT (NCNDA)
IRREVOCABLE MASTER FEE !ROTECTION
AREEMENT (IMF!A)
THE BU#ER
NAME $
ACCE!TED B# US WITH BELOW BANK
DETAILS
!+;;&(%* J $ B.).03,3+%/A; N+>. $
N+*3()+13*/ $
C73)+
A,,(2)* N+>. $
C(>&+)/ N+>. $ A,,(2)* J $
D.;34)+*3() $ B+)' N+>. $
A--%.;; $ B+)' A--%.;; $
T.1.&7(). J $ SD30* C(-. $
F+8 J $ ABA / R(2*3)4 J $
M(@31. J $ B+)' O003,.% $
E>+31 A--%.;; $
B+)' T.1.&7().
J $
W.@ A--%.;; $ B+)' F+8 J $
T(-+/A; D+*. $
SINATURE
&
SEAL
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!+4. !+4. 5 5 (0 (0 90 90
NOTARY PUBLIC ATTESTATION
ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,
PERSONALLY APPEARED THE PERSON TO ME KNOWN TO BE THE
INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE
FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT THEY
EXECUTED THE SAME AS THEIR FREE ACT AND DEED.
MY COMMISSION EXPIRES:
________________________
NOTARY PUBLIC SIGNATURE
[SEAL]
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKIN
AREEMENT (NCNDA)
IRREVOCABLE MASTER FEE !ROTECTION
AREEMENT (IMF!A)
THE SELLER
NAME $ ACCE!TED B# US WITH BELOW BANK DETAILS
!+;;&(%* J $ B.).03,3+%/A; N+>. $
N+*3()+13*/ $ A,,(2)* N+>. $
C(>&+)/ N+>. $ A,,(2)* J $
D.;34)+*3() $ B+)' N+>. $
A--%.;; $ B+)' A--%.;; $
T.1.&7(). J $ SD30* C(-. $
F+8 J $ ABA / R(2*3)4 J $
M(@31. J $ B+)' O003,.% $
E>+31 A--%.;; $ B+)' T.1.&7(). J $
W.@ A--%.;; $ B+)' F+8 J $
T(-+/A; D+*. $
SINATURE
&
SEAL
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKIN
AREEMENT (NCNDA)
IRREVOCABLE MASTER FEE !ROTECTION
AREEMENT (IMF!A)
N()-C3%,2>?.)*3(), N() D3;,1(;2%. & W(%'3)4 A4%..>.)* / I%%.?(,+@1. M+;*.% F.. !%(*.,*3() A4%..>.)*
!+4. !+4. 6 6 (0 (0 90 90
NOTARY PUBLIC ATTESTATION
ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,
PERSONALLY APPEARED THE PERSON TO ME KNOWN TO BE THE
INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE
FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT THEY
EXECUTED THE SAME AS THEIR FREE ACT AND DEED.
MY COMMISSION EXPIRES:
________________________
NOTARY PUBLIC SIGNATURE
[SEAL]
BU#ERAS MANDATE
NAME $
C(>>3;;3() $
TOTAL AMOUNT USE
BKC/MT
!+;;&(%* J $ B.).03,3+%/A; N+>. $
N+*3()+13*/ $ A,,(2)* N+>. $
C(>&+)/ N+>. $ A,,(2)* J $
D.;34)+*3() $ B+)' N+>. $
A--%.;; $
B+)' A--%.;; $
T.1.&7(). J $ SD30* C(-. $
F+8 J $ ABA / R(2*3)4 J $
M(@31. J $ B+)' O003,.% $
E>+31 A--%.;; $ B+)' T.1.&7(). J $
W.@ A--%.;; $ B+)' F+8 J $
T(-+/A; D+*. $
C(>>3;;3() $
TOTAL AMOUNT USE BKC/MT
SINATURE
&
SEAL
N()-C3%,2>?.)*3(), N() D3;,1(;2%. & W(%'3)4 A4%..>.)* / I%%.?(,+@1. M+;*.% F.. !%(*.,*3() A4%..>.)*
!+4. !+4. L L (0 (0 90 90
NOTARY PUBLIC ATTESTATION
ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,
PERSONALLY APPEARED THE PERSON TO ME KNOWN TO BE THE
INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE
FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT THEY
EXECUTED THE SAME AS THEIR FREE ACT AND DEED.
MY COMMISSION EXPIRES:
________________________
NOTARY PUBLIC SIGNATURE
[SEAL]
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKIN
AREEMENT (NCNDA)
IRREVOCABLE MASTER FEE
!ROTECTION AREEMENT (IMF!A)
SELLERAS MANDATE
NAME $
C(>>3;;3() $
!+;;&(%* J $
B.).03,3+%/A; N+>. $
!A#MASTER $
N+*3()+13*/ $ A,,(2)* N+>. $
C(>&+)/ N+>. $ A,,(2)* J $
D.;34)+*3() $ B+)' N+>. $
A--%.;; $ B+)' A--%.;; $
T.1.&7(). J $

SD30* C(-. $
F+8 J $ ABA / R(2*3)4 J $
M(@31. J $

B+)' O003,.% $
E>+31 A--%.;; $
W.@ A--%.;; $ B+)' T.1.&7(). J $
T(-+/A; D+*. $
C(>>3;;3() $
TOTAL AMOUNT USE
B,,,C/MT
SINATURE
&
SEAL

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ALL BANK CHARES SHOULD BE BORNE B# ACCOUNT BENEFICIARIES ABOVE
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END OF DOCUMENT
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