NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

Contract No / Reference: WEI/D2_50ppm_Middleburg_0001

Diesel 2

Contract Information
Contract Code :

NLP Petroleum / Amstan (Pty) Ltd

Sellers Company :

Sellers Name :

Buyers Company: Botshelo Bontle Events & Projects

Buyers Name: Vincent Mopi and Hazel Pienaar

Intermediate paymaster/s:

General

Type of deal : CONTRACT

Product : Diesel

Product Origin : Russia

Contract Quantity : 200 million liters per month

Price : R8,50 per liter

10cents to be split 50/50 between buyer and seller

Commission :
mandates and intermediaries

Contract Period : 12 months with R&E

Delivery Terms : Self Pick-up

Contract Date : 19 September 2015

 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
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.
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 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 others 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. That they will not in any way whatsoever,
circumvent, or attempt to circumvent one another,
or any of the other parties involved in the
transaction. 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. That they will not disclose names, addresses, e-mail
address, telephone or any other form of contact
details or any other 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
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IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
(IMFPA)
In the above mentioned transaction and in any and all transactions with this
Buyer involving the purchase of Commodity the following will set out the
protection of fees should the contract be executed and consummated under the
terms and conditions mutually agreed. Now, therefore, I, the BUYER
(Authorized Signatory, hereinafter known as The Seller), acting with full
corporate and legal authority and responsibilities, under PENALTY OF
PERJURY of Law, do hereby irrevocably confirm and irrevocably accept to pay
all Beneficiaries and fee holders at the same time and in a manner as we
(seller) are being paid for each and every payment that is being made by the
Buyer for this contract up to the completion of the contract plus rollovers and
extensions and in accordance with the bank details that is specified in this
contract. I do issue this Irrevocable Disbursement Instrument, Master Fee
Protection Agreement to Beneficiaries for Consultant Services. I do herewith
agree and guarantee to pay the fees not only for the transaction referenced
above but for any and all transactions under any transaction number with this
Buyer. This irrevocable payment is issued pursuant to and in acknowledgement
of the Sellers responsibilities under the present contract.
Upon execution of this agreement and prior to, or simultaneously with the first
payment from the Buyer, the Seller guarantees that this IRREVOCABLE
MASTER FEE PROTECTION AGREEMENT will be lodged with the Sellers
bank for the purpose of payment to the beneficiaries listed herein. Seller waives
all defenses.
The Buyer further agrees that the fees and commissions stated are
compensation for services rendered and are irrevocable, irretrievable and
unconditionally guaranteed to be paid simultaneously of each and every tranche
of the Bank Instrument referred to in the contract. The fees will be free of legal
impediment and free of any deductions, excluding bank transfer fees and
routine banking delays, for this and all subsequent transactions with this Buyer .
This includes any new agreement between the Buyer and the Seller, their
shareholders and/or assignees.The Buyer warrants to Seller he/she was not
introduced to the commodity by any other brokers mention above. Commission
shall be deemed to have earned upon signature of this agreement by both
parties and the subsequent fulfillment of suspense conditions hereof .In the
event of sale been canceled or not proceed with due to any default by
buyer/seller the default party will come reliable for payment for commissions
and brokers shall be entitled to claim commissions from default party.
The Buyer agrees that if he attempts to circumvent, bypass, alter or change this
agreement (or the spirit of this agreement) by changing or causing to be
changed or having knowledge of any changes to the transaction numbers in this
agreement to wilfully and knowingly avoid paying the fees owed to the persons
listed below, any one (or all) of the person(s) listed below will contact the Buyer
and the FED with a Breach of Contract, Cease & Desist order and any further
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 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
transactions with such contacts revealed by the
other party, unless express written permission is
given from the party / s who made available the
source and
E. 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 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 is irrelevant whether
information was obtained from a natural or a legal
person. The parties also undertake not
circumvent this clause by making use of a third
party and,
F. That in the event of circumvention of this Agreement
by either party, directly or indirectly,
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 and,
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 and,
H. The parties hereby irrevocably and unconditionally
agree and guarantee to honour and respect all such
fees, or remuneration in accordance with attached
Addendums and
I. Legal remedy for breach of any of the above agreed
to covenants shall be governed by the laws of the
country of the Party declaring such breach. In an
event that an amicable settlement cannot be
reached by mutual discussion and/or arbitration by
a third party, each of the Parties subject to the
declared breach shall be responsible for their own
legal expenses, until a settlement or judgement is
reached, provided however, that the Party found in
default by a judgement / arbitration
compensate in full the aggrieved Party for all its
legal expenses, not withstanding any
provisions of the judgement,
J. The duration of the Agreement shall be perpetuated
for five (5) years from date hereof. The five (5)
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buys will be halted. If any of the events in the above paragraph occur, the Seller
understands and agrees that he will be excluded from conducting business with
this Buyer at any time in the future. The Buyer understands and agrees that this
order includes this existing agreement. The Buyer also agrees to pay restitution
to the persons listed below in the full amount that would have been paid if an
avoidance of payment, circumvention, alteration, or change of the transaction
(or code) number(s) had not occurred.
The Buyer also reserves the right to change banks at any stage during any
given transaction, but such change will have no bearing on the contents of this
agreement. Should the Buyer change banks, this agreement will be lodged with
the new bank immediately and before or simultaneously with the first
transaction done with the new bank and the beneficiaries listed herein shall be
to
notified. Should the Buyer not do so, the Buyer further authorizes any
paymaster listed herein to lodge this IRREVOCABLE MASTER FEE
PROTECTION AGREEMENT with the Buyers new bank and such lodging shall
carry the same force and effect as if the Buyer had done so himself/herself.
the
Buyer waives all defences.
We, the BUYER, agree to provide all the beneficiaries listed below, with written
evidence of the pay orders lodged with our bank together with
acknowledgements of their acceptance. Furthermore, our bank shall be
instructed to provide duly signed and stamped acknowledgement of this
instruction. It is understood that for the purposes of this Master Fee Protection
Agreement, our bank shall be the same bank and this IMFPA acts as an integral
part of it.
We the undersigned being the Buyer 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
ZAR currency to all beneficiaries named below as their rightful and payable
commissions. This agreement also acts as a record confirming the TOTAL
commission split as below
TO BE SPLIT AS FOLLOWS
Buyer Mandate : 0.05cents per liter
Seller Mandate : 0.05cents per liter
Is to be paid as agreed to the beneficiaries where commission cut for each
named beneficiary is set out below.
All Parties agree not to circumvent, avoid, bypass or obviate each other directly
or indirectly to avoid payment of commissions or fees in any transaction
pending, or in the future, for as long as a contract shall remain in force between
two principals, or, for a period of five (5) years from the date of execution of this
shall agreement should no contract result. At no time shall either party disclose or
otherwise reveal to any third party any confidential information, code or
other reference and or any such information advised to the other party as being
confidential or privileged without the formal written permission of the other party.
TERM & CONDITIONS: This master fee protection agreement covers the initial
contract and shall include any renewals, extensions, rollovers, additions or any
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 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

years period will automatically be extended to begin new or transfer contract any how originated from this transaction because of the
from each successful business transaction, and any above intermediaries or changing codes of the initial contract entered into
and all transactions entertained by the parties between the BUYER and SELLER.
including follow-ups, repeated, extended or re-
This master fee protection agreement and any subsequently issued pay
negotiated transactions.
orders shall be assignable, transferable and divisible and shall not be
AGREEMENT TO TERMS
amended without the express written and notarized consent of the receiving
A. Signatures on this Agreement received by the way
beneficiary. All parties agree neither to circumvent nor to attempt circumvent
of Facsimile, Mail and/or E-mail shall be deemed to
either for the transaction of this current contract or in the future for a period of
be an executed contract. Agreement enforceable
five (5) years from the date of the execution of this fee protection agreement.
and admissible for all purposes as may be
This document binds all parties, their employees, associates, transferees and
necessary under the terms of the Agreement.
assignees or designees.
B. Signatories hereto irrevocably, unconditionally,
All faxed and/or e-mailed signatures shall be considered as original signatures
severally, mutually and reciprocally grants express
for the purpose of binding all parties to this agreement. This document may be
permission to the facilitator,, to contact and enter
signed & in any number of counterparts all of which shall be taken together
into business with any sources that was made
and shall constitute as being one & the same instrument.
available by the parties
Any party may enter into this document and the agreement constituted
C. All signatories hereto acknowledge that they have
thereby by signing any counterpart any time, date or period mentioned in any
read the foregoing Agreement and by their initials
provision of this document shall only be amended by agreement in writing and
and signature that they have full and complete
signed off by all parties concerned.
authority to execute this document for and in the
Furthermore, we agree that any and all commissions due shall be paid to the
name of the party for which they have given their
beneficiary as a result of any extension or rolls of the contract and that we
signature.
shall effect all necessary documentation with our bank without any undue
D. For purpose of this of this initial agreement, the
delays to ensure such commissions and paid within the terms of the
following commodities will be covered by this
agreement.
agreement Gold/Diamonds/or any mentioned
PARTIAL INVALIDITY:
products and/or commodities.
Seller warrants that he has the commodity and has the ownership and
E.It is agreed that from time to time, commodities may right to sell.
be added to the joint dealings between the two
The illegality, invalidity and non-enforceable provision of this document under
parties as noted and their various client.
the laws of any jurisdiction shall not affect its illegality, validity or enforceability
F. Contract and full SABS/SGS report must be provided under the law of any other jurisdiction or provision.
by seller mandate on request, before proof of funds This agreement is valid for any transaction between the parties herein
and IMFPA must be in place. Copy of contract must And shall be governed by the enforceable law in: HIGH COURT
be provided within 24h00 hours of signature. Johannesburg, South Africa.
G.This agreement is valid for any transaction between
the parties herein and shall be governed by the
enforceable law in: HIGH COURT OF
JOHANNESBURG, SOUTH AFRICA.

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 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

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, 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.

THE SIGNING PARTIES

SELLER AT

Mandate AT

AT
Alton Carlinsky Johannesburg, 19September 2015
Mandate

Buyer AT

AT

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 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

BUYER

NON-CIRCUMVENTION, NON DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION

WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

Printed Name Vincent Mopi and Hazel Pienaar

Passport Number Account Name :
Company Botshelo Bontle Events & Projects Account # :
Designation Bank Name :

Address Bank Address :

Telephone Swift Code :

Fax Branch Number # :

Mobile Bank Officer :

E-Mail Bank Telephone # :

Bank Fax # :
Signature / Seal
Date & Time

SELLER

NON-CIRCUMVENTION, NON DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION

WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
Wrightway Environmental BEE
Printed Name Consortium (Pty) Ltd.
Passport Number Account Name : Beneficiary: Rayfield Wright
NLP Petroleum / Amstan (Pty) Ltd
Company Account # : 03 479 496 4

Designation Bank Name : Standard Bank

Northgate Branch
Northgate Mall Cnr Northumberland
Address Bank Address :
and Olievenhout Ave, Northriding
South Africa
Telephone Swift Code : SBZAZAJJ

Fax Branch Number # : 012042

Mobile Bank Officer : Theolan Pakkiri

E-Mail Bank Telephone # : +27 11 699 7130

Bank Fax # : +27 86 654 1242

Signature / Seal
Date & Time 03-09-2015

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 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

SELLER MANDATE
NON-CIRCUMVENTION, NON DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT (NCNDA) AGREEMENT (IMFPA)

Printed Name Beneficiarys Name :

Passport Number Account Name :

Company Account # :

Designation Bank Name :

Address Bank Address :

Telephone Swift Code :

Fax Branch No# :

Mobile Bank Officer :

E-Mail Bank Telephone #

Paymaster for:
Signature / Seal
Date & Time

All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed to:
SPECIAL WIRE
jacquinm@yahoo.com for legal verification and documentation pursuant to Patriot Act/Banking Regulations with One
INSTRUCTIONS Original Contract copy to be filed with Bank.
FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
REQUIRED BENEIFICIARYS BANK. Text Message: The S.W.I.F.T. or Clear stream text message covering all remittances shall clearly state
MESSAGE the following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM CONSULTING FEES ON
COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS.

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 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

Buyer Mandate 0.05cents per liter

NON-CIRCUMVENTION, NON DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION

AGREEMENT (NCNDA) AGREEMENT (IMFPA)

Printed Name Alton Carlinsky Beneficiarys Name : Virginia Crowder

Passport Number Account Name : Virginia Crowder

Company Private Account # : 9114077145

Designation n/a Bank Name : ABSA Bank

Address 325 Valerie Bend, Geluksdal 1550, JHB ,Safrica Bank Address : Ghandi Square

Telephone Swift Code :

Fax +27 865558350 Branch No# : 250655

Mobile +27 834725684 Bank Officer :

E-Mail a_carlinsky@yahoo.com Bank Telephone #

Bank Fax # :

Signature / Seal
Date & Time 19 September 2015,

All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed
SPECIAL WIRE
to a_carlinsky@yahoo.com for legal verification and documentation pursuant to Patriot Act/Banking
INSTRUCTIONS Regulations with One Original Contract copy to be filed with Bank.
FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON
RECEIPT BY BENEIFICIARYS BANK. Text Message: The S.W.I.F.T. or Clear stream text message covering all
REQUIRED
remittances shall clearly state the following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS,
MESSAGE EARNED FROM CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST
ORIGINS.

INITIALS
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 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

$1 per MT

NON-CIRCUMVENTION, NON DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION

AGREEMENT (NCNDA) AGREEMENT (IMFPA)

Printed Name Beneficiarys Name :

Passport Number Account Name :

Company Account # :

Designation Bank Name :

Address Bank Address :

Telephone Swift Code :

Fax Branch No# :

Mobile Bank Officer :

E-Mail Bank Telephone #

Bank Fax # :
Signature / Seal
Date & Time
All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed
SPECIAL WIRE
to for legal verification and documentation pursuant to Patriot Act/Banking
INSTRUCTIONS Regulations with One Original Contract copy to be filed with Bank.
FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON
RECEIPT BY BENEIFICIARYS BANK. Text Message: The S.W.I.F.T. or Clear stream text message covering all
REQUIRED
remittances shall clearly state the following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS,
MESSAGE EARNED FROM CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST
ORIGINS.

INITIALS
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 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

GROUP 4
NON-CIRCUMVENTION, NON DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT (NCNDA) AGREEMENT (IMFPA)

Printed Name Beneficiarys Name :

Passport Number Account Name :

Company Account # :

Designation Bank Name :

Address Bank Address :

Telephone Swift Code :

Fax Branch No# :

Mobile Bank Officer :

E-Mail Bank Telephone #

Bank Fax # :
Signature / Seal
Date & Time
All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed
SPECIAL WIRE
to for legal verification and documentation pursuant to Patriot Act/Banking
INSTRUCTIONS Regulations with One Original Contract copy to be filed with Bank.
FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON
RECEIPT BY BENEIFICIARYS BANK. Text Message: The S.W.I.F.T. or Clear stream text message covering all
REQUIRED
remittances shall clearly state the following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS,
MESSAGE EARNED FROM CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST
ORIGINS.

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 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

NOTARY PUBLIC
ON THIS DATE OF: 2015
BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED THE FOLLOWING:
To me known to be the individuals described herein and who executed the foregoing instrument, and
acknowledge that they executed the same as their free act and need.

Officer Name Address

Title Telephone Number
Notary Public Name Date & Time

Notary Public
Seal
Signature

NB. Payment shall be made after every payment received by the buyer for the purchase of above mentioned
goods covering commissions stated as above to agents specified on this agreement.

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