Non-Circumvention, Non-Disclosure & International Master Fee Protection Agreement

This Non-Circumvention, Non-Disclosure & International Master Fee Protection Agreement (“NCNDA/IMFPA”) is entered into between each party that acknowledges it through the Petroforum platform (“Party A” and “Party B”, collectively the “Parties”) in connection with a petroleum trade match facilitated by Petroforum (operated by Demarco Ventures LLC, “Petroforum”).

Each Party agrees to hold in strict confidence all information disclosed by or through Petroforum in connection with this match, including but not limited to: the identity of the counterparty, the terms of any proposed or executed transaction, pricing information, logistics arrangements, banking details, and any documents or data shared inside the deal thread (“Confidential Information”).

Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing Party, except as required by applicable law or regulatory obligation.

Each Party agrees not to circumvent, avoid, bypass, or obviate the other Party or Petroforum in connection with any transaction, business opportunity, or commercial relationship arising directly or indirectly from this match, without the prior written consent of Petroforum. This obligation applies for a period of two (2) years from the date of the match.

Circumvention includes but is not limited to: contacting or transacting with any entity identified through this match without Petroforum’s involvement; sharing counterparty contact details with third parties for the purpose of bypassing Petroforum’s fee arrangement; and structuring transactions to avoid triggering a match fee.

Each Party acknowledges that Petroforum is entitled to a fee of US $2.00–$3.50 per metric tonne for any transaction that closes between the Parties arising from this match, as agreed in the deal thread. The fee obligation survives the termination of any deal thread for the duration specified in Clause 3.

The Parties acknowledge and agree that any fees, commissions, or compensation payable to intermediaries, mandates, facilitators, or beneficiaries in connection with a transaction arising from this match — including Petroforum’s match fee under Clause 4 — constitute an irrevocable, unconditional, and assignable payment obligation. Each Party undertakes to honour the agreed fee schedule in full and to pay each named beneficiary directly, at each tranche of the transaction and simultaneously with the corresponding payment for the underlying commodity, through the banking instrument agreed for that transaction.

No Party shall reduce, delay, divert, set off, or withhold any agreed fee or commission, nor restructure, novate, or assign a transaction in a manner that diminishes or defeats any beneficiary’s entitlement. This fee protection survives the termination of any deal thread for the duration specified in Clause 3. The named beneficiaries are intended third-party beneficiaries of this Clause and may enforce it directly. The specific fee amounts, payers, and beneficiaries for a given transaction are those confirmed in the Petroforum deal thread for that match.

Petroforum makes no representation as to the creditworthiness, financial standing, regulatory compliance, or ability to perform of either Party. Each Party is responsible for conducting its own due diligence.

This NCNDA/IMFPA shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any dispute arising out of or relating to this NCNDA/IMFPA shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

By clicking “I Agree to NCNDA/IMFPA” in the Petroforum deal thread, each Party confirms that it has read, understood, and agrees to be bound by the terms of this NCNDA/IMFPA. This electronic acknowledgement constitutes a legally binding agreement equivalent to a written signature.