Stratos Dynamics LLC is an independent agricultural commodity broker. In this transaction, Stratos Dynamics is acting as the introducing broker between the Buyer and one or more Sellers of Yellow Corn #2 and/or Soybean Meal 48%.

By executing this Agreement, the Buyer acknowledges this role and agrees to the terms below as a condition of receiving Seller introductions, product offers, pricing indications, or any Soft Corporate Offer (SCO).

The Buyer agrees that upon receiving any information from Stratos Dynamics that identifies a specific Seller, grain elevator, crush plant, or origin facility, the Buyer shall not contact, negotiate with, purchase from, or otherwise transact with that Seller or facility directly, bypassing Stratos Dynamics, for a period of twelve (12) months from the date of this Agreement or the date of first disclosure, whichever is later.

This restriction applies regardless of whether a Purchase Order was ultimately executed through Stratos Dynamics.

Stratos Dynamics earns a per-ton brokerage commission on each closed transaction. This commission is either:

   (a) Paid by the Seller out of the gross transaction proceeds, as negotiated; or

   (b) Billed directly to the party responsible per the terms of the individual Purchase Order.

The applicable commission amount will be disclosed in the confirmed Purchase Order. The Buyer acknowledges that Stratos Dynamics' commission is a protected fee and agrees not to take any action intended to deprive Stratos Dynamics of its earned compensation.

If the Buyer circumvents this Agreement and transacts directly with an introduced Seller during the 12-month protection period, Stratos Dynamics is entitled to recover its standard per-ton commission on all transactions completed with that Seller during the protection period, plus reasonable attorneys' fees and costs incurred in enforcement.

This Agreement becomes binding upon the earlier of: (a) signature by the Buyer below, or (b) the Buyer accepting, opening, forwarding, or acting on any product offer, pricing communication, Soft Corporate Offer, or origin disclosure from Stratos Dynamics.

If the Buyer does not agree to these terms, the Buyer must notify Stratos Dynamics immediately and must not act on any information shared.

This Agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-law provisions. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration under the NGFA Arbitration Rules, or, where those Rules are unavailable to the parties, by binding arbitration seated in Georgia before a recognized commercial arbitration body agreed by the parties. The award is final, binding, and enforceable in any court of competent jurisdiction.

Stratos Dynamics is not a member of the National Grain and Feed Association. These rules are adopted by agreement of the parties, not by association membership.

This Agreement may be executed via email or electronic signature and shall be fully binding on both parties upon execution.

Severability. If any provision of this Agreement, including any part of the non-circumvention period or scope, is held invalid or unenforceable, that provision shall be limited or reformed to the minimum extent necessary to make it enforceable, and all remaining provisions shall remain in full force and effect.

Entire Agreement. This Agreement, together with the Terms of Trade (SD-DOC-01) and any confirmed Purchase Order (SD-DOC-05), constitutes the entire agreement between the parties on this subject and supersedes all prior understandings.

No Waiver. Failure to enforce any provision on any occasion is not a waiver of the right to enforce it later.

Notices. All formal notices under this Agreement must be sent in writing to trade@stratosdynamics.org and are effective upon confirmed receipt.