(Power Cord Program – W80P1)

This Intermediary & Non-Circumvention Agreement (“Agreement”) is entered into as of [Dec 23, 2025] (“Effective Date”),

BY AND BETWEEN:

[AGI&M ASSETS INC.], a company duly incorporated under the laws of [Ontario, Canada], with its principal place of business at [28 Freeland St., Suite 2003, Toronto ON M5E 0E3] (“Company”);

AND

[Intermediary Legal Name], an individual or entity with its principal place of business at [Address] (“Intermediary”).

Company and Intermediary may be referred to individually as a “Party” and collectively as the “Parties”.

1. Purpose

The Company is evaluating and developing a hyperscale data center power cord program, internally designated as W80P1, involving power cord products supplied to large data center operators and/or their authorized system integrators.

The Intermediary represents that it has industry relationships and information that may assist the Company in identifying business opportunities, introductions, or commercial alignment related to this program.

This Agreement governs the engagement of the Intermediary and protects the Company’s commercial position.

2. Appointment

The Company hereby appoints the Intermediary on a non-exclusive, limited, and revocable basis to assist in commercial introductions or opportunity facilitation solely with respect to the W80P1 power cord program.

Nothing in this Agreement grants the Intermediary authority to bind the Company, represent pricing, negotiate terms, or communicate on behalf of the Company without prior written authorization.

3. Non-Circumvention

The Intermediary agrees that, during the term of this Agreement and for five (5) years thereafter, it shall not, directly or indirectly:

Circumvent, bypass, avoid, or obviate the Company
Engage directly with any end customer, hyperscale operator, system integrator, OEM, or supplier introduced, disclosed, or implied through the Company
Attempt to substitute itself or another party in place of the Company

with respect to any transaction, supply, or commercial arrangement related to the W80P1 program or substantially similar power cord programs.

4. Confidentiality

All information disclosed by the Company, including but not limited to:

Specifications
Drawings
Program codes
Volumes, pricing, timelines
Customer identities (whether disclosed explicitly or implicitly)

shall be deemed Confidential Information.

The Intermediary shall not disclose such information to any third party without prior written consent of the Company.

5. Commission

If, and only if, the Company enters into a commercially executed transaction that is directly attributable to the Intermediary’s documented involvement, the Company shall pay the Intermediary a commission.

Key principles:

Commission rate: [X–Y]% of net collected revenue (to be confirmed in writing per transaction)
Commission applies only to revenue actually received by the Company
No commission is owed on unpaid, cancelled, or reversed orders

Commission terms shall be confirmed in a written transaction addendum prior to payment.

6. Taxes & Compliance

The Intermediary is solely responsible for all applicable taxes, withholdings, filings, and regulatory compliance related to commission income.

The Company shall comply with applicable reporting requirements, including but not limited to IRS Form 1099-NEC where required by law.

7. No Employment or Partnership

Nothing in this Agreement shall be construed as creating:

An employment relationship
A partnership
A joint venture
An agency relationship

The Intermediary acts as an independent contractor only.

8. Term and Termination

This Agreement shall commence on the Effective Date and continue until terminated.

The Company may terminate this Agreement at any time, with or without cause, upon written notice.

Sections relating to Non-Circumvention, Confidentiality, Commission (earned), and Governing Law shall survive termination.

9. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to conflict of laws principles.

Any dispute shall be subject to the exclusive jurisdiction of the state or federal courts located in New York.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions or understandings.

Any amendment must be in writing and signed by both Parties.

11. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

[AGI&M ASSETS INC. ]

By: __________________________

Name:

Title:

Date:

[Intermediary Legal Name]