Clyro Selected Supplier Agreement

CLYRO SELECTED SUPPLIER AGREEMENT — v1.2 Effective from 13 June 2026. This agreement applies between Clyro Trade & Technology S.A.E. ("Clyro") and the Exporter ("Anchor Supplier") who has been proposed by Clyro as the named anchor supplier of a specific Clyro Selected product SKU ("the SKU"). SCOPE - The Anchor Supplier agrees to act as the named supplier of the SKU on Clyro's public catalog at /selected. - The Anchor Supplier's name, brand, and country of origin will be disclosed transparently on every Selected card and order confirmation. - The SKU's product spec (grade, size, packaging, certifications) is agreed between Clyro and the Anchor Supplier at proposal time. Spec changes require mutual written consent (an admin re-propose flow on the platform). COMMISSION - Rate: 5% of the FOB invoice value of the goods, with a minimum of USD 500 per closed deal (default; admin may set a different rate at proposal time, recorded as commission_rate_pct on this agreement). "FOB invoice value" means the goods value at FOB origin, exclusive of freight, insurance, duties/taxes, and any Clyro-coordinated service fees. Payable by the Anchor Supplier to Clyro on each closed deal of the SKU originating from a Clyro-routed buyer. - Trigger: Commission becomes due on dispatch of the shipment under the PO. Clyro invoices the Anchor Supplier within 30 days of dispatch. - Payment terms: Net 30 days from invoice date. - Fairness waiver: If the buyer defaults before dispatch and no goods ship under the PO, no commission is due. - Currency: Commission is invoiced in USD, or the PO currency at the prevailing exchange rate on the invoice date if the PO is not denominated in USD. EXCLUSIVITY - Default term: 24 months from signature (admin may override at proposal time, recorded on this agreement as expires_at). - During the term, the Anchor Supplier agrees not to offer the same SKU spec (grade + size + packaging combination) to other digital produce platforms operating in Clyro's target markets without prior written consent from Clyro. - Direct buyer relationships established by the Anchor Supplier independently of Clyro (i.e. existing customers not introduced by Clyro) are unaffected by this exclusivity. The Anchor Supplier may continue serving those buyers freely. REPORTING - The Anchor Supplier agrees to notify Clyro of each closed PO for the SKU, including the FOB value and dispatch date, within 14 days of dispatch. - Clyro may request a copy of the commercial invoice or PO for verification. The Anchor Supplier agrees to provide redacted copies on reasonable request. - Failure to report a covered deal is a material breach (see below). NON-CIRCUMVENTION - The Anchor Supplier agrees not to bypass Clyro by attempting to close SKU deals with Clyro-introduced buyers off-platform during the exclusivity window. The Anchor Supplier is bound by the Clyro Non- Circumvention Agreement (NCA) which the buyer has signed. - Clyro reserves the right to audit closed-deal reporting through routine check-ins with the buyer. BREACH AND ENFORCEMENT - Failure to remit commission on a reportable closed deal, knowing concealment of a covered transaction, or breach of the exclusivity clause is a material breach. - Material breach gives Clyro the right to: * Suspend the Anchor Supplier from the SKU and the public catalog pending resolution. * Invoice retrospectively for any concealed deals at 2x the standard commission rate (10% of FOB value) as liquidated damages. * Pursue collection through the Egyptian courts (Cairo jurisdiction) or the Anchor Supplier's home jurisdiction at Clyro's election. TERMINATION - Either party may terminate this agreement with 30 days written notice after the first 12 months of the term. Earlier termination by the Anchor Supplier requires settlement of all outstanding commissions and a 3-month commission carry-forward on the most recent month's reported volume (to protect Clyro's marketing investment in the SKU). - Clyro may terminate immediately on material breach (see above). - On termination, the SKU is removed from the public catalog and the exclusivity obligation lifts. LIMITATIONS - This agreement does NOT cover: * Match-routed deals where the Anchor Supplier closes via Request Match (those carry a separate Match-eligibility 2% commission). * Direct directory inquiries that did not originate from a Clyro- curated Selected listing (no commission). * Pre-existing Anchor-Supplier customer relationships disclosed at proposal time and listed on the proposal record. DATA PROTECTION - Clyro processes the Anchor Supplier's data under the Clyro Privacy Policy and applicable data-protection law. ASSIGNMENT - Neither party may assign this agreement without the other's prior written consent, except that Clyro may assign to a successor entity in a corporate reorganisation. GOVERNING LAW - This agreement is governed by the laws of the Arab Republic of Egypt. Disputes are subject to the exclusive jurisdiction of the Cairo Commercial Courts. ELECTRONIC SIGNATURE - The Anchor Supplier confirms acceptance by checking the agreement box and clicking "Sign and accept" in the Clyro Exporter Dashboard. The timestamp, IP address, user agent, agreement version, and Exporter profile ID constitute the signature record. Clyro retains an immutable audit log of the signing event including a full snapshot of the agreement text at the time of signing. CONTACT - Questions about this agreement: hello@clyro.trade