I

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NATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

:DATE

: CONTRACT NO
:# SELLER FCO
:SELLER BANK CODE
:BUYER CODE
: TYPE OF CONTRACT
: PRODUCT ORIGIN

PRODUCT

: UNIT PRICE
: QUANTITY
: CONTRACT PERIOD
: DeELIVERY
: PAYMENT TERM
:NET PRICE
GROSS PRICE
COMMISSION SIZE
: SELLER’S NAME ND PRIVATE CAPITAL LLC

:SELLER’S REPRESENTATIVE MR. PATRYK KLOSEK

:SELLER’S BANK NAME CITI BANK

: BUYER’S NAME
: BUYER’SREPRESENTATIVE
: CONTRACT RELEASED DATE

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

WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

WHEREAS the undersigned SELLER/BUYER and all We the undersigned herewith referred as the
involved wish to enter into this Agreement to define SELLER/ SELLERS PAYMASTER, under penalty of
certain parameters of the future legal obligations, are perjury do hereby irrevocably confirm and irrevocably
bound by a duty of Confidentiality with respect to their accept to pay all intermediaries and fee holders at the
sources and contacts. This duty is in accordance with same time and in a manner as the seller is being paid for
.the International Chamber of Commerce each and every transaction of this contract up to the
completion of the contract plus rollovers and extensions
WHEREAS the undersigned SELLER/BUYER and all and in accordance with the bank details to be specified
involved desire to enter a working business .in the hard copies of this contract
relationship to the mutual and common benefit of the
parties hereto, including their affiliates, subsidiaries, We, the SELLER/ SELLERS PAYMASTER , irrevocably
stockholders, partners, co-ventures, trading partners, confirm that we will order and direct our bank to

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
Page 1 of 14
 and other associated organizations (hereinafter endorse automatic payment orders to the beneficiaries
.referred to as “Affiliates”) named below; furthermore, We, the SELLER/ SELLERS
PAYMASTER, confirm that all pay orders shall
NOW THEREFORE in consideration of the mutual automatically transfer funds as directed into each
promises, assertions and covenants herein and other beneficiaries designated bank account within 2 day
good and valuable considerations, the receipts of which after the date of closing and completion of each and
is acknowledged hereby, the parties hereby agree as every shipment of the product during the contract term
:follows plus any/or extensions and rollover of the specified
contract. For the purpose of clarity, we confirm that the
TERMS AND CONDITIONS .1 closing and completion of each and every shipment
The parties will not in any manner solicit, nor .A shall be deemed to take place when the letter of credit
accept any business in any manner from issued by the buyer has been drawn down at the
sources or their affiliates, which sources .counters of the issuing bank
were made available through this
agreement, without the express permission We, SELLER/ SELLERS PAYMASTER, agrees to provide
of the party who made available the source all beneficiaries with written evidence of the pay
,and orders lodged with our bank together with
acknowledgements of their acceptance within 24 hours.
The parties will maintain complete .B
Furthermore, our bank shall be instructed to provide
confidentiality regarding each other
duly signed and stamped acknowledgement of this
business sources and/or their Affiliates and
instruction as set out in the annex. Forming part of this
will disclose such business sources only to
agreement. It is understood that for the purposes of this
the named parties pursuant to the express
Master Fee Protection Agreement, our bank shall be the
written permission of this party who made
.same bank and this IMFPA acts as an integral part of it
,available the source, and
That they will not in any of the transactions the .C
We the undersigned being SELLER/ SELLERS
parties are desirous of entering into and do,
PAYMASTER or the seller named legally authorized
to the best of their abilities assure the other
representative as stated within the signed and legally
that the transaction codes established will
binding main transaction, contract unconditionally
.not be affected
agree and undertake to approve and originate all
That they will not disclose names, addresses, e- .D payments in USD currency to all beneficiaries named
mail address, telephone and tele-fax or below as their rightful and payable commissions. This
telex numbers to any contacts by either agreement also acts as a record confirming the
party to third parties and that they each commission amounts for each named beneficiary as set
recognize such contracts as the exclusive -:out below
property of the respective parties and they
will not enter into any direct negotiations or We, seller agree to be liable for a penalty of 2 % per
transactions with such contracts revealed by week in the event commission payment is delayed
the other party and .beyond the agreed time of 2 days
That they further undertake not to enter into .E
business transaction with banks, investors, TOTAL COMMISSION SHALL BE PAID BY THE
sources of funds or other bodies, the names
of which have been provided by one of the SELLER / SELLERS PAYMASTER AS
-:FOLLOWS
Parties to this agreement, unless written .F
permission has been obtained from the
The amount of delivered refinery should be settled as
other party (ies) to do so. For the sale of this
herein stated to be transferred into the account as
agreement, it does not matter whether
:follows
information obtained from a natural or a
legal person. The parties also undertake not
to make use of a third party to circumvent Seller pay commission to those signed appear in
.this clause this NCNDA/IMPA as per given bank account per
.every transaction till the life of the contract + R&E
That in the event of circumvention of this .G
Agreement by either party, directly or
indirectly, the circumvented party shall be :TERM & CONDITIONS
entitled to a legal monetary penalty equal to This master fee protection agreement covers the initial
the maximum service it should realize from contract and shall include any renewals, extensions,
such a transaction plus any and all expenses, rollovers, additions or any new or transfer contract any
including but not limited to all legal costs how originated from this transaction because of the
and expenses incurred to recover the lost above intermediaries or changing codes of the initial
.revenue FCO/contract entered into between the BUYER and
All considerations, benefits, bonuses, .H SELLER

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
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 participation fees and/or commissions
received as a result of the contributions of This master fee protection agreement and any
the parties in the Agreement, relating to any subsequently issued pay orders shall be assignable,
and all transactions will be allocated as transferable and divisible and shall not be amended
.mutually agreed without the express written and notarized consent of
This Agreement is valid for any and all .I the receiving beneficiary. All parties agree neither to
transaction between the parties herein and circumvent nor to attempt circumvent either for the
shall be governed by the enforceable law in transaction of this current contract or in the future for a
All Commonwealth Countries, European period of five (5) years from the date of the execution of
Union Countries, USA Courts, or under this fee protection agreement. This document binds all
Swiss Law in Zurich, in the event of dispute, parties, their employees, associates, transferees and
.the arbitration laws of states will apply .assignees or designees
The signing parties hereby accept such selected .J
jurisdiction as the exclusive venue. The All faxed and/or e-mailed signatures shall be
duration of the Agreement shall perpetuate considered as original signatures for the purpose of
.for five (5) years from last date of signing binding all parties to this agreement. This document
may be signed & in any number of counterparts all of
which shall be taken together and shall constitute as
.being one & the same instrument

Any party may enter into this document and the

agreement constituted thereby by signing any
counterpart any time, date or period mentioned in any
provision of this document shall only be amended by
AGREEMENT TO TERMS .2
agreement in writing and signed off by all parties
Signatures on this Agreement received by the way .A .concerned
of Facsimile, Mail and/or E-mail shall be an
executed contract. Agreement enforceable Furthermore, we agree that any and all commissions
and admissible for all purposes as may be due shall be paid to the beneficiary as a result of any
.necessary under the terms of the Agreement extension or rolls of the contract and that we shall effect
All signatories hereto acknowledge that they have .B all necessary documentation with our bank without any
read the foregoing Agreement and by their undue delays to ensure such commissions and paid
initials and signature that they have full and .within the terms of the agreement
complete authority to execute the document
for and in the name of the party for which :PARTIAL INVALIDITY
.they have given their signature The illegality, invalidity and non-enforceable provision
of this document under the laws of any jurisdiction shall
not affect its illegality, validity or enforceability under
.the law of any other jurisdiction or provision

:GOVERNING LAW AND JURISDICTION

This document shall be governed & construed in
accordance with current English or I.C.C 400/500/600
.signed between partners NCND laws

:ARBITRATION
All parties agree to refer any disputes between the
parties arising out of or in connection with this
agreement including any questions regarding its
existence, validity or termination to arbitration rules of
the international arbitration Centre (I.A.C). The
appointed arbitrator shall hold the proceedings in any
country chosen by the parties and the rules of the IAC
.shall apply

This document is signed and accepted by parties named

.below as to be included in the main contract

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
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 ”Accepted and agreed without change (Electronic signature is valid and accepted as hand signature)“

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT(Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions .1
-: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

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
Page 4 of 14
 other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations .2
.Centre for Trade Facilitation and Electronic Business (UN/CEFACT)
EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party .3
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 .4

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

THE SELLER
:NAME Seller Name
NICHOLAS DANG ND PRIVATE CAPITAL LLC
# PASSPORT :Company Name

.Registered no :Account Name ND PRIVATE CAPITAL LLC

:Nationality .# Account 801782434

Company Name ND PRIVATE CAPITAL LLC :Bank Name CITI BANK

N Northwest Hwy, Park Ridge, 115

:Designation CEO / FOUNDER :Bank Address
IL 60068-USA

:Address :Routing Number 271070801

:# Telephone
:Swift Code CITIUS33
:#Mobile

:# Fax :Bank Officer

MR. PATRYK KLOSEK
:Email Address :Bank Telephone 1139 828 )847( 1+

:Today’s Date :# Bank Fax

NOTARY PUBLIC ATTESTATION

ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,

PERSONALLY APPEARED THE PERSON TO ME KNOWN TO BE THE
INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE
SIGNATURE FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT THEY
.EXECUTED THE SAME AS THEIR FREE ACT AND DEED
&
SEAL :MY COMMISSION EXPIRES

______________________________________________
NOTARY PUBLIC SIGNATURE & SEAL

SPECIAL PRE-ADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL NOTIFICATION IMMEDIATELY
INSTRUCTIONS :UPON EACH TRANCHE TRANSFER PAYMENT TOGETHER WITH THE TRANSACTION CODE(S) TO

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
Page 6 of 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT (NCNDA) AGREEMENT (IMFPA)

Seller’s Paymaster
:NAME Seller Name
# PASSPORT :Company Name

.Registered no :Account Name

:Nationality .# Account

Company Name :Bank Name

:Designation :Bank Address

:Address :IBAN

:# Telephone
:Swift Code
:#Mobile

:# Fax :Bank Officer

:Email Address :Bank Telephone

:Today’s Date :# Bank Fax

NOTARY PUBLIC ATTESTATION

ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,

PERSONALLY APPEARED THE PERSON TO ME KNOWN TO BE THE
INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE
SIGNATURE FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT THEY
.EXECUTED THE SAME AS THEIR FREE ACT AND DEED
&
SEAL :MY COMMISSION EXPIRES

______________________________________________
NOTARY PUBLIC SIGNATURE & SEAL

SPECIAL PRE-ADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL NOTIFICATION IMMEDIATELY
INSTRUCTIONS :UPON EACH TRANCHE TRANSFER PAYMENT TOGETHER WITH THE TRANSACTION CODE(S) TO

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
Page 7 of 14
 NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEM0ENT (NCNDA) AGREEMENT (IMFPA)

INTERMEDIARY 1

:NAME :COMMISSION

:DESIGNATION :BENEFICIARY NAME

COMPANY
:BANK NAME
:NAME
:ADDRESS :BANK ADDRESS
:TEL IBAN
ACCOUNT No
:MOBILE

:FAX :SWIFT CODE

EMAIL
:BANK OFFICER
:ADDRESS
:SKYPE ID :BANK TEL
:PASSPORT No :BANK FAX
:NATIONALITY :E-MAIL
:TODAY’S DATE

: SIGNATURE

Special EMAIL a notification immediately upon each tranche/ transfer payment together
Instructions :with the transaction’s code/s to e-mail
Required Message ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND
CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY
.UPON RECEIPT BY BENEIFICIARY’S BANK

ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARIES ABOVE

BY ACCOUNT BENEFICIARIES ABOVE

REQUIRED ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
MESSAGE ”.PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK

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

WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
Page 8 of 14
 INTERMEDIARY 2

:NAME :COMMISSION

:DESIGNATION BENEFICIARY
:NAME
COMPANY
:BANK NAME
:NAME
:ADDRESS BANK
:ADDRESS
:TEL \ ACCOUNT
NAME
ACCOUNT No
:MOBILE
:FAX :SWIFT CODE
EMAIL
BANK
:ADDRESS
:OFFICER
:SKYPE ID :BANK TEL
:PASSPORT No :BANK FAX
:NATIONALITY :E-MAIL
TODAY’S
:DATE

:SIGNATURE

Special EMAIL a notification immediately upon each tranche/ transfer payment together
Instructions :with the transactions code/s to: e-mail
Required Message ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND
CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY
.UPON RECEIPT BY BENEIFICIARY’S BANK

ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARIES ABOVE

BY ACCOUNT BENEFICIARIES ABOVE

REQUIRED ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
MESSAGE ”.PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
Page 9 of 14
 NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

INTERMEDIARY 3

:NAME :COMMISSION

:DESIGNATION BENEFICIARY
:NAME
COMPANY
:BANK NAME
:NAME
:ADDRESS BANK
:ADDRESS
:TEL ACCOUNT
NAME
ACCOUNT No
:MOBILE

:FAX :SWIFT CODE

EMAIL
BANK
:ADDRESS
:OFFICER
:SKYPE ID :BANK TEL
:PASSPORT No :BANK FAX
:NATIONALITY :E-MAIL
TODAY’S
:DATE

Special EMAIL a notification immediately upon each tranche/ transfer payment together
Instructions :with the transactions code/s to: e-mail
Required Message ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND
CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY
.UPON RECEIPT BY BENEIFICIARY’S BANK

ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARIES ABOVE

BY ACCOUNT BENEFICIARIES ABOVE

REQUIRED ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
MESSAGE ”.PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
Page 10 of 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE
AGREEMENT (NCNDA) PROTECTION
AGREEMENT (IMFPA)

INTERMEDIARY 4

:NAME :COMMISSION

:DESIGNATION BENEFICIARY
:NAME
COMPANY
:BANK NAME
:NAME

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
Page 11 of 14
 :ADDRESS :BANK ADDRESS
:TEL ACCOUNT NAME
ACCOUNT No
:MOBILE

:FAX :SWIFT CODE

EMAIL
:BANK OFFICER
:ADDRESS
:SKYPE ID :BANK TEL
:PASSPORT No :BANK FAX
:NATIONALITY :E-MAIL
TODAY’S
:DATE
:SIGNATURE

Special EMAIL a notification immediately upon each tranche/ transfer payment together
Instructions :with the transactions code/s to: e-mail
Required Message ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND
CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY
.UPON RECEIPT BY BENEIFICIARY’S BANK

ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARIES ABOVE

BY ACCOUNT BENEFICIARIES ABOVE

REQUIRED ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
MESSAGE ”.PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK

NOTARY PUBLIC

ON THIS DATE OF ___ _________, 2019

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
Page 12 of 14
 :BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSOALLY APPEARED THE FOLLOWING

TO ME KNOWN TO BE THE INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE FOREGOING
.INSTRUMENT, AND ACKNOWLEDGED THAT THEY EXECUTED THE SAME AS THEIR FREE ACT AND DEED

:MY COMMISSION EXPIRES

_______________________________
NOTARY PUBLIC SIGNATURE
:OFFICER NAME
:TITLE
:NOTARY PUBLIC NAME
:ADDRESS
:TEL
:TODAY’S DATE
]SEAL[

BANK ENDORSEMENT
THIS IS TO CERTIFY THAT THE ABOVE IRREVOCABLE PAYMENT ORDER HAS BEEN LODGED WITH US AND
.WILL BE EXECUTED IN ACCORDANCE WITH THE INSTRUCTIONS STIPULATED IN THIS DOCUMENT

_______________________________
BANK OFFICER 1 SIGNATURE
:BANK OFFICE NAME
:TITLE
:PIN NUMBER
:BANK NAME
:BANK ADDRESS
:BANK TEL
:TODAY’S DATE
]SEAL[

_______________________________
BANK OFFICER 2 SIGNATURE
:BANK OFFICE NAME
:TITLE
:PIN NUMBER
:BANK NAME
:BANK ADDRESS
:BANK TEL
:TODAY’S DATE
SEAL[

SELLER’S PASSPORT COPY

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
Page 13 of 14
 END OF DOCUMENT

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
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