Page 1 of 7

Contract No & Transaction Code:

Seller Code:
Buyers Agents Code:

Steel Rail Scrap

MUTUAL NON-DISCLOSURE,
NON-CIRCUMVENT and IMFPA AGREEMENT
THIS MUTUAL NON-DISCLOSURE, NON-CIRCUMVENT and COMMISSION AGREEMENT (Agreement) is made
and entered into as of the ..th day of December, 2012 (the effective date), between XXXXXXXXX,reg.
No. whose principal offices are located atXXXXXXXXXXXXXXXXXX,legally
represented herein by Mr. XXXXXXXXXXXXXXX (Seller), Mr. NIKOLAOS ALEXOPOULOS, whose
principal
offices
are
located
at
.,UMBLESCO LIMITED, a Cyprus
register company with reg. no. HE 307922whose principal offices are located atG.Markides1,suite 13,
Nicosia 1066, Cyprus, and legally represented herein by Mr. NIKOLAOS STASINOPOULOS, Hellenic pass.
No. AB 9247542 (Buyers Agent), andXXXXXXXXXXX(Sellers Agent). All aforementioned
individuals/entities are hereinafter referred to as a Party or Parties to this Agreement.
1. Purpose. The Parties wish to explore a business opportunity of mutual interest (VenezuelanUsedRail,and
HMS1&2Scrap,withpossiblerollsandextensionsbaseduponthesuccessfuloutcomeofthefirsttrialtransaction),andinconnection
with this opportunity, each Party may disclose to the other certain confidential technical and business
information which the disclosing Party desires the receiving Party to treat as confidential.
2. Confidential Information. Confidential Information means any information disclosed by either Party,
even if it is inadvertently not identified as Confidential Information. Confidential Information shall include
(whether or not so designated upon disclosure), all information, knowledge or data related to either Partys
financial information, sales contacts, sales and marketing practices, customer lists, business models,
products, operational structures, procedures or processes and/or other similar information. Confidential
Information may also include information disclosed to a disclosing Party by third Parties. Notwithstanding
the foregoing, Confidential Information shall not, however, include any information which (i) was publicly
known and made generally available in the public domain prior to the time of disclosure by the disclosing
Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to
the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of
the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Partys files,
records or other evidence immediately prior to the time of disclosure; (iv) is obtained by the receiving
Party from a third Party without a breach of such third Partys obligations of confidentiality; (v) is
independently developed by the receiving Party without use of or reference to the disclosing Partys
Confidential Information, as shown by documents and other competent evidence in the receiving Partys
possession; or (vi) is required by law to be disclosed by the receiving Party, provided that the receiving
Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and
reasonable assistance in obtaining an order protecting the information from public disclosure.
3. Non-use and Non-disclosure. Each Party agrees not to use any Confidential Information of the other
Party for any purpose except to evaluate and engage in discussions concerning a potential business
relationship between the Parties and to perform the terms of any agreement which may be made by the
Parties. Each Party agrees not to disclose any Confidential Information of the other Party to third Parties or
to such Partys employees, except to those employees of the receiving Party who are required to have the
information in order to evaluate or engage in discussions concerning the contemplated business
relationship and to perform the terms of any agreement which may be made with the third Party(ies).
4. Maintenance of Confidentiality. Each Party agrees that it shall take reasonable measures to protect
the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party.
Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own
Confidential Information and shall ensure that its employees and subcontractors who have access to
Confidential Information of the other Party have signed a non- disclosure agreement in content similar to
the non-disclosure provisions hereof, prior to any disclosure of Confidential Information to such employees
or subcontractors. The confidentiality provisions of this agreement will apply with respect
to disclosure of information to employees and third Parties of any affiliates of all Parties.
Any copies of the Confidential Information shall contain the other Partys proprietary rights notices on any
such copies, in the same manner in which such notices were set forth in or on the original. If either Party is
served with any subpoena or other compulsory judicial or administrative process calling for production of

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Contract No & Transaction Code:
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Buyers Agents Code:

Steel Rail Scrap

Confidential Information, the Party will promptly notify the other so that it may take such action as it
deems necessary to protect its interests.
5. No Obligation. Nothing herein shall obligate either Party to proceed with any transaction between
them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated
by this Agreement concerning the business opportunity.
6. No Warranty. All confidential information is provided as is. Each Party makes no warranties, express,
implied or otherwise, regarding its accuracy, completeness or performance.
7. Return of Materials. All documents and other tangible objects containing or representing Confidential
Information which have been disclosed by either Party to the other Party, and all copies thereof which are
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 the disclosing Partys written request.
8. No License. Nothing in this Agreement is intended to grant any rights to either Party under any patent,
mask work right or copyright of the other Party, nor shall this Agreement grant any Party any rights in or to
the Confidential Information of the other Party except as expressly set forth herein.
9. Term. The obligations of all Parties hereunder shall commence as of the Effective Date and shall survive
until the later of either: (1) five years from the Effective Date, or (2) five years from the termination date of
any contract entered into between the Parties and/or their Buyers and Sellers. The term may also be
extended upon mutual agreement of both Parties.
10. Reserved.
11. Non-Circumvention. Subsequent to the signing of this Agreement, all Parties agree not to
circumvent, attempt to circumvent, or permit any other Party or persons on their respective behalf to
circumvent each other in any way, manner or form regarding any transactions during the term of this
Agreement. Further, the Parties agree not to contact each others respective Buyers and Sellers directly,
which have been disclosed to the other Party subsequent to this Agreement; unless the contact is to
conduct business for the benefit of all Parties and it is mutually agreed to in writing. Neither Party,
however, shall be subject to the terms of this Agreement, and specifically the restrictions of this Section,
with respect to any Buyer or Seller that is a mutual Buyer or Seller of the Parties at the time of this
Agreement. To be considered an existing Buyer or Seller, there must have been a previous successful
trading relationship in place. A trading relationship shall exist if a Party has purchased from, sold to, or
served as an agent in any such purchase or sale to a Buyer or Seller within the last twelve (12) months or
if such Party has a documentable current proposal or negotiation ongoing with a respective Buyer or Seller.
The Parties shall provide to each other a list of their respective Buyers and Sellers within five (5) calendar
days of the execution of this Agreement. Once a Party delivers their respective Buyers and Sellers to the
other Party, that information shall be protected under this Agreement. If there is a dispute over any
Buyers or Sellers listed, the disputing Party can require from the disclosing Party proof that such Buyer or
Seller is a qualifying Buyer or Seller (i.e., one in which a trading relationship exists). Any Party who
violates this Section 11 shall pay the offended/excluded Party as a penalty, an amount equal to 100% of
the gross value of the loss resulting from such violation.
12. Remedies. It is understood and agreed that if either Party breaches any term of this Agreement, the
other Party(ies) will be seriously damaged, but the amount of damages will be difficult to ascertain.
Accordingly the Party that was damaged will be entitled to an injunction prohibiting violations of this
Agreement, in addition to any monetary damages to which such non-breaching Party may be entitled,
including but not limited to the damages listed in Section 11.All disputes arising in connection with this
Agreement shall be settled in an amicable way firstly. Should no agreement be reached by the Parties,
then the case shall be brought for final settlement under the rules of conciliation, and arbitration laws of
England; by one or more arbitrators in accordance with the said rules.Each Party shall appoint one
arbitrator; nothing in the agreement shall be constructed to prevent any court having jurisdiction from
issuing injunctions, attachment orders or order for other similar relief, in aid of any arbitration commenced
(or to be commenced) pursuant to the Section. Judgment upon the award rendered by the Arbitrator(s)
could be entered in the English Courts having jurisdiction hereof.

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Contract No & Transaction Code:
Seller Code:
Buyers Agents Code:

Steel Rail Scrap

Neither Party shall fail to comply in a timely way with the obligations of this part to be performed in a
pursuance to this contract although a dispute has arisen and proceeded to arbitration. Findings as
assessed by the designated third Arbitrator, without any possibility of recourse, will be finaland binding on
both Parties.
13. Successors and Assigns. This Agreement will be binding on and inure to the benefit of each Partys
successors and assigns, whether by way of merger, consolidation, operation of law, assignment, or
acquisition of the stock or substantially all the assets or business of the Party. Any successor or assigns is
included in the term Company, as used in this Agreement.
14. Attorney Fees. If suit or action is instituted to enforce any of the provisions of this Agreement, the
prevailing Party shall be entitled to recover from the other Party such sums as the English Court may
adjudge reasonable as attorney fees at trial or on appeal in such suit or action in addition to all other sums
provided by statute.
15. Miscellaneous. Any failure to enforce any provision of this Agreement shall not constitute a waiver
thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except
by a writing signed by all Parties hereto. Electronically transmitted signatures will be considered as
original.
16. Commissions. SELLER, is desirous of selling a significant quantity of Used Rail and HMS1&2 Scrap.
Pursuant to this agreement, XXXXXXXX has presented the above mentioned quantity of Scrap for purchase
consideration to potential Buyers, and is coordinating his efforts with UMBLESCO LIMITEDrepresenting the
Buyersin these transactions.
All Parties hereby irrevocably and unconditionally agree and guarantee to honor and respect all such fees
and remuneration arrangements made as part of a commission transaction, even if an individual Party is
not an integral component of and/or a signatory to a specific commission, fee or remuneration agreement.

Itisagreedbyallpartiesthatthetotalcommissions/consultingfeeswillbe2,66%(TwoPointSixtySixPerCent)onthetotalface
valueofthetransaction(s),paidbytheSELLER,dividedequallybetweenXXXXXXX,andUMBLESCOLIMITED.
THEREFORE, it is further agreed by all parties that payment of commissions/consultingfees,will be as follows:
In consideration of the services performed by XXXXXXXX and UMBLESCO LIMITED, BUYER shall pay
XXXXXXX a commission/consulting fee of 1,33% (One Point Thirty Three Per Cent) on the total transaction
value, and BUYER shall pay UMBLESCO LIMITEDa commission/consulting feeof 1,33% (One Point Thirty
Three Per Cent) on the total transaction value. For example:
#1. If totalscrap quantity of the transaction is Fifty Thousand Tons (50.000t.), and price per ton is Three
Hundred And Seventy Five USD ($375), in this example, BUYER would pay XXXXXX the value of 50.000 X
375 X 1,33% = $ 249,375.00
In this example the commissions/consulting fees are calculatedover Eighteen Million Seven Hundred Fifty
Thousand US Dollars ($18,750.000), which is the total value of the transaction.
#2. If total scrap quantity of the transaction is Fifty Thousand Tons (50.000t.), and price per ton is Three
Hundred And Seventy Five USD ($375), in this example, BUYER would pay UMBLESCO LIMITED the value of
50.000 X 375 X 1,33% = $ 249,375.00
In this example the commissions/consulting fees are calculated over Eighteen Million Seven Hundred Fifty
Thousand US Dollars ($18,750.000), which is the total value of the transaction.
BUYER further acknowledges that the commissions will be paid to UMBLESCO LIMITEDand XXXXXXXXX
beginning with the first and/or trial purchase of rail scrap, in addition to each additional purchase that may
follow; subject to the terms of the relationship as defined in Section 9 of this Agreement, BUYER agrees to
pay ,UMBLESCO LIMITEDthe same rate of commission, subject to the terms of the

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Contract No & Transaction Code:
Seller Code:
Buyers Agents Code:

Steel Rail Scrap

relationship defined in Section 9 of this agreement, on any new, additional or expanded business, relative
to this product.
17.IMFPA.ThisInstrumentservesasaMasterFeeProtectionAgreement,withRespecttothePurchaseofScrapUsedRailsand
HMS1&2.
Now,therefore,wethe Seller_______________________,actingwithfullcorporateauthorityandresponsibility,doherewith,
withoutrecourse,guaranteetopayatotalccommission/ConsultingFeeof2,66%(TwopointSixtySixpercent)ontheTOTAL
VALUEofthetransaction,deliveredunderthetermsofthetransactionaccordingtotheabovementionedContract.
Forallothercontractsthatwillfollowthistransactionanaddendumstatingthefeesandotherconditionsofallrelevantcontracts,
willberegisteredwiththerelevantbanks.
ThisAgreementisissuedpursuanttoandinacknowledgmentofthepaymastersresponsibilitiesunderanypresentcontract.
ThePaymasterfurtheragreesthattheCommission/ConsultingFeesstatedhereinarecompensationforservices,andareirrevocable,
irretrievableandguaranteedtobepaidwithinthree(3)internationalbankingdaysandrelatingtoeachandeverydelivery/loadingof
eachandeveryshipmentofthecommodityreferredtointhisAgreementincludinganypossiblerolloversandextensions.
TheConsultingFeesaretobefreeoflegalimpedimentandfreeofanydeductions,excludingbanktransferfeesandroutinebanking
delays,forthisandallsubsequenttransactionswiththisPaymaster.PaymentoftheCommissions/ConsultingFeeswillbemadeby
thePaymasterateachandeveryshipmentuntilthetotalcontractamountbetweentheBuyerandSellerhavebeenclosedinfull,
includingallsubsequentcontractextensions,additions,rollovers,modificationsorrenewalsthereof.Thisincludesanyandallother
commoditythepartieshereinmayoffereachother.
ThePaymasteragreestoexecuteandplacebankcertifiedIrrevocableBankPayOrders(IBPO),oraBankAssignmentofFunds
Agreement,infullforcewiththepayingbankorentitywithinthreeinternationalbankingdaysfromthedateofthecontractbeing
executedbetweentheprincipalsortheirmandates.
ItisagreedthatthePAYMASTERwillcausethebelowlistedbanktoissuebankcertifiedcopiesofaLetterofReceiptofthis
Agreementwithinthree(3)internationalbankingdaysfromtheexecutionofthepaymastersIBPO.
AllPartiesagreethattheyareboundbyanyNonCircumventionNonDisclosureAgreementsthattheyhaveenteredinto,with
regardtothistransactionandherebyagreetheywillnotcircumvent,avoid,bypassorobviateeachotherdirectlyorindirectlyto
avoidpaymentofcommissionsorfeesinanytransactionpending,orinthefuture,foraslongasacontractshallremaininforce
betweenBuyerandSeller,or,foraperiodof5yearsfromthedateofexecutingofthisAgreementshouldnocontractresult.Atno
timeshalleitherPartydiscloseorotherwiserevealtoanythirdpartyanyconfidentialinformation,codeorreference,oranysuch
informationadvisedtotheotherPartyasbeingconfidentialorprivilegedwithouttheformalwrittenpermissionoftheotherParty.In
particular,SellerandBuyeragreenottocircumventIntermediarieswithrespecttoanyScrapUsedRailsandHMS1&2,identified
byIntermediarieswhomaybeintroducedtoSellerorBuyer,noworinthefuture.
ThetotalCommission/ConsultingFeeof2,66%(TwopointSixtySixpercent)ontheTOTALVALUEofthetransactionpaythe
PaymastersBankunderastanding,IrrevocableandConfirmedBankersPayOrderorBankAssignmentofFundsAgreement,shall
immediatelyandautomaticallydisbursetheRoyaltyFeepayment.

ThePayingBanktothisIRREVOCABLEMASTERFEEPROTECTIONANDPAYORDERAGREEMENTwillbethefollowing:
SELLER/PayersBankInformation.

CompanyName
CompanyAddress
Representedby
Title
Nationality
Telephone
BankName
BankAddress
City/Country
AccountNo.
AccountName
SWIFTCODE
IBANCODE
BankOfficer
BankTelephone

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Contract No & Transaction Code:
Seller Code:
Buyers Agents Code:

Steel Rail Scrap

BankFax
Date/Seal/Signed
December th , 2012
ItisagreedthattheabovelistedbankwillissueaLetterofReceiptofthisagreementtothePayees. TheSeller/Payeralso
reservestherighttochangebanksatanystageduringanygiventransactionbutsuchchangewillhavenobearingonthecontentsofthis
agreementandwouldinstructsuchnewbanktoissuenewpayorderstothepartiesconcerned.
PAYMASTER/BankInformation.

CompanyName
CompanyAddress
Representedby
Title
Nationality
Telephone
BankName
BankAddress
City/Country
AccountNo.
AccountName
SWIFTCODE
IBANCODE
BankOfficer
BankTelephone
BankFax
Date/Seal/Signed

December th , 2012

NOTE:ALLBANKSCHARGES/feesSHOULDBEBORNBYRESPECTIVEACCOUNT
SELLERSACKNOWLEDGEMENT
Thisdocumentconstitutesaguaranteed,irrevocableandnotretractablePaymentorderissuedtothePaymasternamedherein,given
withfullcorporateresponsibility,bywhichIherebyinstructmybankasspecifiedherein,tosimultaneouslypay,withoutanyprotest
and/ordelay,upontheclosingofeachandeverytransaction,untilthetransactionundertheaboveenteredcodesistotallycompleted
includinganyandallrolloversandextensions,thecompensationtothePaymastersbankaccount,asstipulatedherein.
TOTAL COMMISSION/CONSULTING FEE SHALL BE PAID BY THE SELLER AS FOLLOWS
AGENTS
Total Commissions/Consulting Fees - 2,66% on total transaction value.
SELLERS AGENT (XXXXXXXXXXX)
COMMISSION SIZE (WITH ROLLS+EXT)
PAYMASTER:

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Contract No & Transaction Code:
Seller Code:
Buyers Agents Code:

Steel Rail Scrap

BENEFICIARYS NAME:
BUYERS AGENT (UMBLESCO LIMITED)
COMMISSION SIZE (WITH ROLLS+EXT)
PAYMASTER:
BENEFICIARYS NAME:

CompanyName
CompanyAddress
Representedby
Title
Nationality
Telephone
BankName
BankAddress
City/Country
AccountNo.
AccountName
SWIFTCODE
IBANCODE
BankOfficer
BankTelephone
BankFax

BuyersAgent/BankInformation.
UMBLESCO LIMITED
G. Markides 1, Nicosia 1066, Cyprus
Nikolaos Stasinopoulos
Director
Hellenic
+35799 710242
USB BANK PLC CYPRUS
12-14 KENNEDY AVENUE, 1ST FLOOR
1987, NICOSIA, CYPRUS
Nicosia, Cyprus

UNVKCY2N
CY 83011000121322030792219118

AndrieSotiriou
+35722883607
+35722754388

Date / Seal / Signed

December th , 2012

SellersAgent/BankInformation.

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Contract No & Transaction Code:
Seller Code:
Buyers Agents Code:

Steel Rail Scrap

CompanyName
CompanyAddress
Representedby
Title
Nationality
Telephone
BankName
BankAddress
City/Country
AccountNo.
AccountName
SWIFTCODE
IBANCODE
BankOfficer
BankTelephone
BankFax
Date/Seal/Signed
December th , 2012
TheAgentsreservetherighttochangebanksatanystageduringanygiventransaction.
# Electronic signature is valid and accepted as hand signature #
1-Incorporate U.S. Public Law 106-229, Electronic Signatures in Global and National Commerce Act or such other applicable law conforming to the UNCITRAL
Model Law on Electronic Signatures (2001) and 2-ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, 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. EDT (Electronic document transmission) shall be deemed
valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:

Signed, understood and acknowledged on this . Day of December 2012.

A. SELLER A. PAYMASTER
XXXXXXXXXXXNIKOLAOS ALEXOPOULOS

__ ____________ ____________________________
XXXXXXXXXXXX

AGENT FOR BUYER AGENT FOR SELLER

UMBLESCO LIMITEDXXXXXXXXXXX

__________________________________________
Nikolaos Stasinopoulos

XXXXXXXXXX