OSP Affiliate Representative - One Source Petroleum

BECOME AN OSP AFFILIATE REPRESENTATIVE

OneSource Petroleum LLC accepts applications from qualified individuals and petroleum industry professionals seeking appointment as independent Affiliate Representatives.

OSP Affiliate Representatives may introduce qualified buyers, sellers, suppliers, and commercial opportunities to OneSource Petroleum. Submission of an application does not authorize the applicant to represent, bind, negotiate for, or make commitments on behalf of OSP. Appointment becomes effective only after written approval and final execution by OneSource Petroleum LLC.

Name(Required)

First Last

Company Name

Phone(Required)

Address(Required)

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

Website

Current Occupation or Business Activity(Required)

Petroleum Industry Experience(Required)

Products, Markets, and Regions Represented

Buyer, Seller, Supplier, or Industry Relationships

Professional References

Additional Comments or Proposed Opportunities

Government-Issued Identification

Accepted file types: pdf, jpg, jpeg, png, Max. file size: 1 GB.

Applicant Declarations(Required)

I certify that all information submitted in this application is true and accurate.

I understand that I am applying as an independent Affiliate Representative and not as an employee, officer, partner, or legal agent of OneSource Petroleum LLC.

I understand that I may not bind OneSource Petroleum LLC or make commitments on its behalf.

I will not collect money, fees, deposits, or banking information on behalf of OneSource Petroleum LLC unless specifically authorized in writing.

I agree to comply with OSP confidentiality, non-circumvention, compliance, and due-diligence requirements.

I understand that no appointment exists until OneSource Petroleum LLC provides written approval and executes the applicable agreement.

OSP AFFILIATE REPRESENTATIVE NCNDA

MUTUAL NON-CIRCUMVENTION, NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT ("NCNDA")

This Mutual Non-Circumvention, Non-Disclosure and Confidentiality Agreement ("Agreement") is entered into as of the date electronically executed by the applicant (the "Effective Date"), by and between OneSource Petroleum LLC ("OSP"), a Wyoming limited liability company with its principal business address at 300 N. Center Street, Unit 6, Casper, Wyoming 82601, USA, and the applicant identified in this OSP Affiliate Representative Application ("Affiliate Representative"). OSP and the Affiliate Representative may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, OneSource Petroleum LLC ("OSP") is engaged in the development, sourcing, acquisition, marketing, trading, supply, financing, and execution of petroleum, energy, and related commercial transactions;

WHEREAS, the Affiliate Representative seeks appointment as an independent OSP Affiliate Representative and may identify or introduce prospective buyers, sellers, suppliers, mandates, financial sources, logistics providers, strategic partners, petroleum opportunities, and other commercial relationships to OSP;

WHEREAS, in connection with such activities, the Parties may exchange Confidential Information, proprietary documents, transaction structures, pricing information, commercial arrangements, and introductions to suppliers, buyers, sellers, financial partners, logistics providers, strategic partners, and other Protected Relationships;

WHEREAS, the Parties acknowledge that their respective Confidential Information, business relationships, commercial opportunities, and Protected Relationships constitute valuable business assets deserving of protection from unauthorized disclosure, misuse, or circumvention;

WHEREAS, the Parties desire to facilitate the open exchange of information necessary to evaluate potential business opportunities while protecting their respective Confidential Information and Protected Relationships.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — PURPOSE

The purpose of this Agreement is to establish the terms under which the Parties may exchange Confidential Information, evaluate potential business opportunities, and explore prospective petroleum, energy, financing, investment, supply, purchase, sale, logistics, and related commercial transactions while protecting each Party's Confidential Information and Protected Relationships.

The Parties acknowledge that meaningful business discussions may require the disclosure of proprietary information, transaction structures, commercial arrangements, business strategies, pricing information, and introductions to Protected Relationships. This Agreement is intended to facilitate such discussions while preserving the confidentiality of exchanged information and protecting each Party from unauthorized disclosure, misuse, or circumvention.

Nothing contained in this Agreement shall obligate OSP to appoint the applicant as an Affiliate Representative or obligate either Party to enter into any transaction, partnership, financing arrangement, joint venture, agency relationship, or other business relationship. Any such relationship shall be established only through a separate written agreement executed by the appropriate Parties.

ARTICLE II — DEFINITIONS

2.1 Confidential Information. "Confidential Information" means any non-public, proprietary, or commercially sensitive information disclosed or otherwise made available by either Party, whether orally, visually, electronically, or in writing, including, without limitation, business plans, company information, financial information, transaction opportunities, transaction structures, financing arrangements, commercial strategies, pricing information, supplier information, customer information, buyer information, seller information, petroleum product information, logistics information, due diligence materials, contracts, procedures, reports, documents, presentations, communications, and any other information that a reasonable person would understand to be confidential or proprietary.

Confidential Information also includes the identity of Protected Relationships and the existence or substance of discussions between the Parties concerning potential business opportunities. Confidential Information shall be deemed confidential whether or not it is marked or identified as "Confidential."

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known by the receiving Party before disclosure by the disclosing Party; (c) is lawfully obtained from a third party without restriction and without a duty of confidentiality; or (d) is independently developed without reference to or use of the other Party's Confidential Information.

2.2 Protected Relationships. "Protected Relationships" means any individual, company, organization, or other business relationship introduced, identified, disclosed, referred, or otherwise made known by either Party during discussions or activities under this Agreement, including, without limitation, financial partners, funding sources, lenders, family offices, private equity firms, institutional capital providers, suppliers, buyers, sellers, refineries, terminals, storage providers, mandates, brokers, intermediaries, consultants, logistics providers, transporters, strategic partners, and any other commercial relationship associated with a potential Transaction.

Protected Relationships shall remain subject to the protections of this Agreement regardless of whether a proposed Transaction is pursued, completed, or otherwise terminated.

2.3 Financial Partner. "Financial Partner" means any individual or entity that provides, arranges, facilitates, structures, participates in, or otherwise supports financing, funding, capital, credit, equity investment, trade finance, or other financial resources in connection with a potential petroleum, energy, or related commercial Transaction.

2.4 Representatives. "Representatives" means, with respect to either Party, its officers, directors, managers, members, employees, agents, consultants, contractors, attorneys, accountants, financial advisors, brokers, intermediaries, affiliates, and any other person or entity acting on behalf of, at the direction of, or for the benefit of such Party.

Each Party may disclose Confidential Information to its Representatives only to the extent reasonably necessary to evaluate or pursue the business opportunities contemplated by this Agreement, provided such Representatives have a legitimate need to know such information and are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

Each Party shall be responsible for the acts and omissions of its Representatives. Any act or omission by a Party's Representative that would constitute a breach of this Agreement if committed by that Party shall be deemed a breach of this Agreement by that Party.

2.5 Affiliates. "Affiliates" means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a Party through ownership, management, contract, or otherwise.

2.6 Transaction. "Transaction" means any proposed or actual petroleum, energy, commodity, financing, investment, acquisition, sale, purchase, supply, marketing, storage, transportation, logistics, strategic alliance, joint venture, or other commercial opportunity discussed, evaluated, negotiated, introduced, or contemplated by the Parties pursuant to this Agreement.

ARTICLE III — CONFIDENTIALITY

3.1 Non-Disclosure. Each Party shall maintain the confidentiality of the other Party's Confidential Information and shall not disclose such Confidential Information to any person or entity except as expressly permitted by this Agreement or with the prior written consent of the disclosing Party.

3.2 Permitted Disclosure. A Party may disclose Confidential Information only to its Representatives and Affiliates who have a legitimate need to know such information for the purpose of evaluating or pursuing a Transaction contemplated by this Agreement, provided such Representatives and Affiliates are bound by confidentiality obligations no less restrictive than those contained herein.

3.3 Permitted Use. Each Party shall use the other Party's Confidential Information solely for the purpose of evaluating, discussing, negotiating, structuring, financing, introducing, or pursuing a Transaction contemplated by this Agreement. Neither Party shall use the other Party's Confidential Information for its own independent commercial benefit or for the benefit of any third party except with the prior written consent of the disclosing Party.

3.4 Protection of Information. Each Party shall exercise reasonable care to protect the confidentiality of the other Party's Confidential Information and shall safeguard all documents, electronic files, communications, and other materials received in connection with this Agreement from unauthorized access, disclosure, copying, reproduction, distribution, or misuse.

Each Party shall promptly notify the other Party upon becoming aware of any unauthorized access, disclosure, or use of the other Party's Confidential Information and shall cooperate in mitigating any resulting harm.

3.5 Required Disclosure. If a Party is required by applicable law, court order, or governmental authority to disclose Confidential Information, that Party shall, to the extent legally permitted, promptly notify the other Party and reasonably cooperate in seeking a protective order or other appropriate confidential treatment.

3.6 Return or Destruction of Confidential Information. Upon the written request of the disclosing Party or upon the conclusion or termination of discussions between the Parties, each Party shall promptly return or destroy the other Party's Confidential Information, including all copies, extracts, summaries, notes, and derivative materials, except to the extent retention is required by applicable law or for legitimate recordkeeping purposes.

The obligations of confidentiality contained in this Agreement shall survive the return or destruction of Confidential Information.

3.7 Responsibility for Representatives and Affiliates. Each Party shall be responsible for ensuring that its Representatives and Affiliates comply with the terms of this Agreement. Any act or omission by a Party's Representatives or Affiliates that would constitute a breach of this Agreement if committed by that Party shall be deemed a breach of this Agreement by that Party.

ARTICLE IV — NON-CIRCUMVENTION

4.1 Mutual Non-Circumvention. The Parties acknowledge that their respective Protected Relationships, business relationships, industry contacts, and commercial opportunities constitute valuable business assets.

Accordingly, neither Party, nor its Representatives or Affiliates, shall directly or indirectly circumvent, bypass, avoid, exclude, or otherwise deprive the other Party of the opportunity to participate in any Transaction involving a Protected Relationship identified, introduced, disclosed, referred, or otherwise made known pursuant to this Agreement.

4.2 Protection of Protected Relationships. Except with the prior written consent of the introducing Party, neither Party nor its Representatives or Affiliates shall:

(a) contact, solicit, negotiate with, or enter into a Transaction with a Protected Relationship in connection with an opportunity identified through this Agreement in a manner that circumvents the introducing Party;

(b) use a Protected Relationship to obtain a commercial or financial advantage while excluding or bypassing the introducing Party;

(c) use Confidential Information, introductions, or business opportunities received under this Agreement to independently pursue or structure a Transaction that would reasonably have involved the introducing Party; or

(d) disclose the identity of a Protected Relationship except as expressly permitted by this Agreement.

4.3 Respect for Business Relationships. The Parties acknowledge that Protected Relationships are valuable business assets. Accordingly, neither Party nor its Representatives or Affiliates shall knowingly interfere with, appropriate, exploit, impair, or otherwise undermine the other Party's legitimate business relationships or commercial opportunities.

4.4 Independent Relationships. Nothing in this Agreement shall restrict either Party from conducting business with any person or entity if that Party can demonstrate through contemporaneous written evidence that it maintained a bona fide business relationship with such person or entity prior to its introduction, identification, disclosure, referral, or other communication under this Agreement.

4.5 Continuing Protection. The protections contained in this Article shall apply regardless of whether the Parties ultimately execute a definitive agreement or complete a Transaction. All Protected Relationships identified, introduced, disclosed, referred, or otherwise made known during the term of this Agreement shall remain subject to the non-circumvention provisions of this Agreement for the term of this Agreement and any applicable survival period.

4.6 No Indirect Circumvention. Neither Party shall accomplish, or attempt to accomplish, indirectly through any Representative, Affiliate, intermediary, related entity, or third party any act that it is prohibited from doing directly under this Agreement.

ARTICLE V — USE OF CONFIDENTIAL INFORMATION

5.1 Permitted Use. Each Party shall use the other Party's Confidential Information solely for the purpose of evaluating, discussing, negotiating, structuring, financing, introducing, or pursuing a Transaction contemplated by this Agreement.

5.2 Restrictions on Use. Except with the prior written consent of the disclosing Party, neither Party nor its Representatives or Affiliates shall:

(a) use the other Party's Confidential Information for its own independent commercial benefit or for the benefit of any third party;

(b) copy, reproduce, distribute, publish, transmit, or otherwise disclose Confidential Information except as expressly permitted under this Agreement;

(c) use Confidential Information to duplicate, reverse engineer, reconstruct, replicate, or otherwise derive the other Party's Transaction structure, financing arrangements, commercial strategy, business methods, or Protected Relationships; or

(d) knowingly take any action that would impair, diminish, or adversely affect the value of the other Party's Confidential Information or Protected Relationships.

5.3 Ownership of Confidential Information. All Confidential Information disclosed under this Agreement shall remain the exclusive property of the disclosing Party. No disclosure of Confidential Information shall be construed as granting, by implication or otherwise, any ownership interest, license, intellectual property right, or other proprietary interest except for the limited right to use such Confidential Information as expressly permitted by this Agreement.

5.4 No Obligation to Proceed. The Parties acknowledge that their discussions and commercial activities are exploratory in nature. Nothing contained in this Agreement shall obligate either Party to enter into any Transaction, partnership, financing arrangement, joint venture, agency relationship, employment relationship, or other business relationship.

Any such relationship shall arise only pursuant to a separate written agreement executed by the appropriate Parties.

5.5 No Public Announcements. Neither Party shall issue any press release, public statement, advertisement, social-media announcement, or other public communication concerning the existence of this Agreement, discussions between the Parties, an OSP commercial opportunity, or any proposed Transaction without the prior written consent of OSP or the other applicable Party, unless such disclosure is required by applicable law.

ARTICLE VI — GENERAL PROVISIONS

6.1 Commercial Discussions. The Parties acknowledge that the purpose of this Agreement is to facilitate open and productive commercial discussions concerning potential business opportunities. The Parties intend to exchange information in a professional and commercially reasonable manner while protecting each Party's Confidential Information and Protected Relationships in accordance with the terms of this Agreement.

6.2 No Partnership, Employment, or Agency. Nothing contained in this Agreement or in the Affiliate Representative Application shall be construed to create a partnership, joint venture, employment relationship, fiduciary relationship, agency, or other legal association between the Parties.

The Affiliate Representative is an independent contractor and shall have no authority to bind or obligate OSP, execute agreements on behalf of OSP, make warranties or guarantees on behalf of OSP, collect money or deposits on behalf of OSP, accept banking information on behalf of OSP, or otherwise make commitments for OSP except pursuant to specific prior written authorization issued by an authorized representative of OneSource Petroleum LLC.

6.3 Compensation. No commission, fee, compensation, participation, or other payment shall be deemed earned or payable to the Affiliate Representative merely because an introduction, communication, application, or opportunity has been submitted to OSP.

Any compensation must be specifically established in a separate written agreement or transaction-specific written compensation arrangement authorized by OneSource Petroleum LLC.

6.4 Remedies. The Parties acknowledge that any unauthorized disclosure of Confidential Information or circumvention of a Protected Relationship may cause irreparable harm for which monetary damages may be an inadequate remedy.

Accordingly, the injured Party shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and any other remedies available at law or in equity.

6.5 Term. This Agreement shall become effective on the Effective Date and shall remain in effect for a period of five (5) years unless earlier terminated by mutual written agreement. The obligations relating to Confidential Information and Protected Relationships shall survive the expiration or termination of this Agreement for the remainder of the five-year period.

6.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.

6.7 Dispute Resolution. The Parties shall first attempt to resolve any dispute arising under or relating to this Agreement through direct negotiations. If the dispute is not resolved within thirty (30) days, the Parties agree to participate in confidential mediation before commencing litigation, except that either Party may seek immediate injunctive or other equitable relief to prevent the unauthorized disclosure of Confidential Information or the circumvention of a Protected Relationship.

6.8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective Representatives, Affiliates, successors, and permitted assigns.

6.9 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, transmitted by electronic mail with confirmation of receipt, or mailed by certified mail, return receipt requested, to the addresses of the Parties provided in this Agreement, the Affiliate Representative Application, or to such other address as either Party may designate by written notice.

6.10 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous oral or written discussions, negotiations, representations, and agreements relating thereto, except for any separately executed OSP Affiliate Representative Agreement, compensation agreement, transaction agreement, or other written agreement expressly intended to supplement this Agreement.

6.11 Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be valid unless made in writing and signed or electronically accepted by the Parties as legally applicable.

6.12 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party against whom the waiver is sought to be enforced. The failure or delay of either Party to exercise or enforce any right, remedy, or provision of this Agreement shall not constitute a waiver of that right, remedy, or provision, nor shall any single or partial exercise of any right or remedy preclude the exercise of any other right or remedy available under this Agreement.

A waiver of any breach or default shall not be deemed a waiver of any prior, concurrent, or subsequent breach or default.

6.13 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified only to the extent necessary to make it valid and enforceable while preserving the Parties' original intent.

6.14 Headings. The headings contained in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

6.15 Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

The Parties agree that signatures transmitted electronically, including through this online application, by PDF, electronic mail, or through an electronic-signature platform, shall be deemed original signatures and shall have the same legal force and effect as manually executed signatures to the fullest extent permitted by applicable law.

6.16 Affiliate Representative Electronic Execution. By typing the applicant's full legal name in the Applicant Electronic Signature field and submitting this application, the applicant acknowledges and agrees that:

(a) the applicant has read this entire Agreement;

(b) the applicant understands and agrees to its terms;

(d) the applicant voluntarily enters into this Agreement;

(e) the applicant has had the opportunity to seek independent legal advice before execution; and

(f) the applicant understands that submission of this Agreement does not constitute appointment, employment, agency, transaction approval, compensation approval, or authorization to represent or bind OneSource Petroleum LLC.

6.17 OSP Approval and Execution. Submission and electronic execution by the applicant shall bind the applicant to the obligations contained herein. Appointment as an OSP Affiliate Representative shall become effective only after review, written approval, and final execution or written authorization by OneSource Petroleum LLC.

6.18 Acknowledgment. Each Party acknowledges that it has carefully read this Agreement, understands its terms, has had the opportunity to seek independent legal advice, and voluntarily enters into this Agreement.

ELECTRONIC EXECUTION

APPLICANT / AFFILIATE REPRESENTATIVE
Electronic Signature: Provided in the Applicant Electronic Signature field below.
Effective Date: Provided in the Signature Date field below.

ONESOURCE PETROLEUM LLC
Authorized Representative: Albert T. Bentley
Title: CEO
Final OSP approval and execution shall occur separately following review of the application.

PRIVACY NOTICE

OneSource Petroleum LLC (“OSP”) collects the information submitted through this Affiliate Representative Application for the purpose of evaluating applicants, verifying identity and qualifications, conducting commercial and compliance due diligence, reviewing professional background and references, administering the affiliate representative relationship, preventing fraud, satisfying legal and regulatory obligations, and maintaining appropriate business records. OSP may collect and review personal information, identification documents, company information, professional history, references, uploaded documents, electronic signatures, and other information voluntarily submitted through this application. OSP may disclose submitted information when reasonably necessary to authorized OSP personnel, professional advisers, compliance providers, service providers, financial institutions, prospective transaction counterparties where appropriate, or governmental and regulatory authorities as required by law. By submitting this application, you acknowledge that the information provided may be collected, used, stored, verified, and disclosed for legitimate application, due-diligence, compliance, legal, security, and business purposes.

Privacy Acknowledgment(Required)

I acknowledge that I have read the OneSource Petroleum LLC Privacy Notice and understand how information submitted through this application may be collected, used, stored, verified, and disclosed for legitimate application, due-diligence, compliance, legal, security, and business purposes.

Read the FULL OneSource Petroleum LLC Privacy Policy

Applicant Electronic Signature(Required)

By typing my full legal name below, I acknowledge that I have read and agree to the OSP Affiliate Representative NDNCA displayed above, and that my typed name constitutes my electronic signature.

Signature Date(Required)