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This document applies to the above, and any future spot or contract purchases that may take place between the respective Buyer and Seller named. The associated Mandates, Buyers, Agents, Intermediaries, others referred to herein, are to be compensated for those current and future transactions in accordance with the principles set forth in this agreement.

WHEREAS the undersigned wish to enterinto 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:

1. TERMS AND CONDITIONS
A. The partieswill 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,
A. The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sourcesonly to the named parties pursuant to the express written permission of this party who made available the source, and,
B. 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.
C. That they will not disclose names, addresses, e-mail address,telephone and tele-fax or telex numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and
D. That they further undertake not to enter into business transaction with banks, investors, sourcesof funds or other bodies, the names of which have been provided by one of the
E. Parties to this agreement, unless written permission has been obtained from the other party (ies) to do so. For 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.
F.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 equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.
G. 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.
H. This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in All Commonwealth Country’s, European Union Country’s, USA Courts, Chinese Courts orunder Swiss Law in Zurich; in the event of an unresolved dispute, the laws of the State of Texas will apply first with the US District Court for the Southern District of Texas as the court of venue, and the rules of the IAC shall apply as the secondary controlling authority to the laws of the State of Texas.
I. The signing parties hereby accept such selected jurisdiction as the exclusive...