Article 31. Arbitration and governing law and standards:

a) This transaction is governed by the standards set under ICC regulations, conventions and best practice guidelines for international commercial transactions and in default of agreement the ICC shall be referred to amicably by the parties for guidance on any issue concerning the interpretation and enforcement of any arrangement made in its course.

b) All disputes arising out of or in connection with this contract or any alleged breach thereof shall be referred for arbitration in London (United Kingdom). Such arbitration shall be conducted in accordance with the rules and guidelines for arbitration of the International Chamber of Commerce and shall be conducted by one or more arbitrators appointed in accordance with the said rules.

c) The award of a sole arbitrator or joint arbitrators shall be final and binding on all Parties

without any possibility of recourse. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction hereof.

d) Nothing in this contract shall be construed to prevent any Court having jurisdiction from issuing injunctions, attachment orders or orders for other similar relief in aid of any arbitration commenced (or to be commenced) pursuant to this section.

e) To the fullest extent permitted by law, any arbitration proceeding and the arbitrator’s award shall be maintained in confidence by the Parties.

Article 32. Liabilities to third parties

a) Taxes: The Parties agree to be individually and separately liable for any taxes that may be chargeable on any and all income arising out of the application of funds advanced or recovered through this contract.

b) Quite apart from central or local government imposed taxes, each party accepts liability for all other fees, imposts, levies, duties, charges institutional costs, commissions or other expenses that may arise in both the preparation for and due execution of their respective obligations under the contract save that where such charges arise or are incurred solely by virtue of the default of the other under this agreement, the defaulting party shall indemnify the other party.

c) All parties agree to indemnify each other in respect of third party claims made against the parties jointly or severally the other by virtue of the others failure to observe the provisions of any agreement, law convention or other legal provision related to or relevant to the transaction and applicable to itself and which provision was not disclosed or declared previously to the other at the outset of this transaction.

d) Each party agrees to indemnify the other in respect of loss and expense arising by virtue of claims and charges made against a party by virtue of either parties default under this agreement or arising by reason of breach of the agreement or provable misconduct of the other linked to the operation or enforcement of this agreement.

Article 33. Confidentiality and non-disclosure

a) Seller and Buyer shall treat information provided by the other party on a strictly private and confidential basis. Seller and Buyer shall take all necessary steps to prevent the others confidential information from being misused or disclosed or made public to any third party except as needed to successfully complete the Contract or to avoid conflicting claims (and except as may be required in accordance with the applicable law).

b) The Buyer shall not use confidential information provided by the Seller to:

1. Circumvent the Seller in commercial dealings with any suppliers under the contract, or

(ii) Knowingly do anything to cause the Seller or its agents to lose any fees, commissions credits or other benefits that are due or may become due under Sellers agreement(s) with its own product sources and suppliers engaged for the purpose of this Contract, if any, or

(iii) Do anything to circumvent the Seller in such a way as to put Seller at a commercial

disadvantage with its own suppliers or commercial or government agencies in countries

involved in the Sellers own procurement arrangements under this contract.

c) The Seller for its part shall not also use confidential information provided by Buyer to:

(i) Circumvent the Seller in commercial dealings with Consignees introduced by the Buyer under the contract, or

(ii)Knowingly do anything to cause the Buyer or its agents to lose any fees, commissions credits or other benefits that are due or may become due under Buyers agreement(s) with its own consignees awaiting shipments in agreements drawn with Buyers consignees under the umbrella of this Contract, if any, or

(iii) Do anything to circumvent the Buyer in such a way as to put Buyer at a commercial

disadvantage with its own consignees or agents or government or commercial agencies