COMMISSION PROTECTION AND CONFIDENTIALITY AGREEMENT CONTRACT

This Agreement is made this day of March, 2012 between XYZ, Inc., a (State) Corporation, (XYZ) and ABC LLC, a (State) Limitied Liability Company (Buyers Contact) and is a legally binding contract. In consideration of the sum of Ten U.S. Dollars heretofore paid by each party hereto to the other, the receipt whereof is hereby acknowledged, and in further consideration of the premises and mutual promises, undertakings and obligations herein contained, and for other good and valuable consideration, the parties agree as follows: BACKGROUND XYZ acts as Sellers Mandate for the sale of various commodities and products for international trade, primarily petroleum, sugar and other food materials. Buyers Contact has contacts with buyers of petroleum and commodities purchased in international trade. The parties wish to enter into this Agreement for the purpose of protecting the Buyers Contact for compensation becoming due as the result of introducing XYZ to possible purchasers of products for which it acts as a mandate, and to provide that information exchanged in the course of dealings will be kept confidential between the parties, and disclosed only in the course of events necessary to complete a proposed transaction. Both buyers and sellers of the products or commodities must disclose certain information that will pass through XYZ and Buyers Contact and the parties wish to insure by the Agreement that such information will be used only for necessary purposes and disclosed only to those entitled to know or that request the information for purposes of the contemplated transactions. AGREEMENTS For and in consideration of the leads, contacts and business to be generated by the parties, and for other good and valuable consideration, receipt and sufficiency of which is acknowledged, the parties agree as follows: 1. XYZ will protect the commissions becoming due to Buyers Contact that arise because of any introductions of Buyers made to XYZ. The commissions due will be established on an NCND signed with respect to a particular transaction. XYZ agrees that it will not use any subterfuge, technicality or other device that would result in avoiding any compensation or commission coming due to Buyers Contact arising out of a contact provided by Sellers Contact. 2. Both parties agreed that any information received from the other, or arising out of any transaction introduced to XYZ by Sellers Contract, shall be held in confidence, and shall be shared only with the seller or buyer, their financial institutions, or any party to which disclosure is necessary or important to a transaction being arranged by XYZ. Each party acknowledges that any protected information, except that generally available to the public from public sources, may have great value to parties other than those involved in the transaction and that unauthorized disclosure could be very harmful and cause financial or other damage to the principals. Subsequent to the completion of a transaction, or the termination of the transaction prior to its completion, the parties will, to the extent practical, return all confidential information furnished in written or electronic form to its originator through the other party, if it came through that source. 3. This Agreement shall remain in full force and effect so long as either party retains information received from the other or arising from transaction for which Buyers Contact shall be entitled to compensation hereunder and so long as Buyers Contact continues to provide leads and contacts to Buyers, and with respect to any transaction completed after the termination hereof. Either party shall be entitled to terminate this Agreement by written notice to the other, on thirty days notice, as to any leads or contacts provided after the effective date of termination. The obligations of confidentiality shall survive the termination of this Agreement indefinitely.

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In Witness Whereof, the parties have caused these presents to be executed the day and year first above appearing.

XYZ, Inc.

By: _____________________________

(Name), (Officer Title)

ABC LLC

By: _____________________________ (Name), (Officer Title)

(State), (County) I, _______________________________________, a Notary Public of Mecklenburg County, (State), certify that ____________________________________ personally came before me this day and acknowledged that he (or she) is (Officer Title) of ABC LLC, a (State) Limited Liability Company, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by its (Officer Title), and attested by himself (or herself) as its (Officer Title); and I, _______________________________________, a Notary Public of Mecklenburg County, (State), certify that ____________________________________ personally came before me this day and acknowledged that he (or she) is (Officer Title) of XYZ, Inc., a (State) Corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by its (Officer Title), and attested by himself (or herself) as its (Officer Title). Witness my hand and official seal, this the ________day of ______________________, (year). Date:__________________________________________

Official Signature of Notary _______________________________________ Notary Public Printed Name ___________________________________________

(Official Seal)

My commission expires: _________________________

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