NTT GROUPS

INTERNATIONAL COMMERCIAL PARTNER, COMMISSION AND PROFIT-SHARING POLICY

Referral Partners • Affiliates • Marketing Partners • Consultants • Brokers • Sales Agents • Joint Ventures • Strategic Partnerships

NTT Groups welcomes professional partners, consultants, introducers, marketing representatives, business-development agents, brokers, strategic partners, and joint-venture participants who can contribute to sustainable and mutually beneficial business opportunities.

This framework has been developed to establish transparency, fairness, accountability, and clear commercial expectations between NTT Groups, its affiliated companies, and its business partners.

The applicable compensation structure will depend upon:

• The nature and value of the business opportunity;

• The profitability and risk profile of the project;

• The partner’s actual contribution;

• The level of responsibility undertaken;

• Capital, guarantees, resources, or liabilities contributed;

• The duration and complexity of the sales cycle;

• The extent of technical, commercial, or operational involvement;

• Client payment terms and collection risks;

• Applicable laws, licences, taxes, and regulatory requirements.

This framework is indicative and does not constitute a binding offer. The final signed agreement, approved project sheet, or joint-venture agreement will control each engagement.

1. Partner Classification

Every partner must be placed in the correct category before any opportunity is pursued.

Category A — Referral Partner or Introducer

A Referral Partner identifies a potential opportunity and formally introduces NTT Groups to the relevant client or decision-maker.

Typical responsibilities

• Provide a genuine and verifiable introduction;

• Share available background information about the opportunity;

• Arrange the initial meeting or communication;

• Obtain permission to introduce the parties;

• Maintain confidentiality;

• Avoid making unauthorized commitments on behalf of NTT Groups.

Normally not responsible for

• Preparing technical or commercial proposals;

• Negotiating prices or contractual conditions;

• Managing client relationships after the introduction;

• Participating in project execution;

• Providing guarantees, resources, capital, or operational support.

The Referral Partner’s involvement may conclude after a successful and accepted introduction unless further responsibilities are agreed in writing.

Category B — Affiliate or Marketing Partner

An Affiliate or Marketing Partner actively promotes approved NTT Groups products, services, platforms, solutions, or business offerings.

Typical responsibilities

• Conduct approved marketing and promotional activities;

• Generate and register qualified leads;

• Use approved branding and marketing materials;

• Arrange meetings, demonstrations, or presentations;

• Maintain records of campaigns and generated opportunities;

• Follow applicable advertising, privacy, and communication requirements;

• Avoid misleading statements or unauthorized commercial promises.

Affiliate compensation may be based on:

• A qualified lead;

• A completed meeting;

• A successful sale;

• Collected customer revenue;

• First-year subscription revenue;

• A limited recurring commission period.

High-margin software and subscription products may have a separate affiliate plan from construction, telecom, infrastructure, trading, procurement, or turnkey projects.

Category C — Consultant or Business-Development Consultant

A Consultant provides identifiable professional, technical, commercial, strategic, financial, regulatory, or business-development services.

Typical responsibilities

• Provide agreed professional deliverables;

• Conduct market or opportunity analysis;

• Assist with business strategy and positioning;

• Support presentations, proposals, and negotiations;

• Provide technical or commercial advice;

• Participate in meetings and follow-up activities;

• Maintain written records of services performed;

• Comply with the approved scope of work and reporting requirements.

A Consultant may be compensated through:

• Monthly or periodic retainer;

• Fixed milestone payments;

• Daily or hourly professional fees;

• Success fee;

• A combination of retainer and success fee.

Where a Consultant receives a fixed retainer, the success commission should normally be lower than the full success-only rate.

No party should be described as a “Consultant” unless there is a genuine and clearly documented scope of professional services.

Category D — Sales Agent or Broker

A Sales Agent or Broker has more extensive responsibilities than an introducer, affiliate, or ordinary consultant.

Typical responsibilities

• Identify and qualify opportunities;

• Develop and maintain the client relationship;

• Arrange and attend meetings;

• Coordinate information between the parties;

• Support proposal development;

• Assist with commercial negotiations;

• Support the opportunity until award and collection;

• Maintain accurate opportunity records;

• Hold any legally required brokerage or agency licence;

• Operate strictly within written authority.

A Sales Agent or Broker may not:

• Sign contracts on behalf of NTT Groups without authorization;

• Offer unauthorized discounts or payment terms;

• Make political, governmental, or improper payments;

• Receive customer money unless specifically authorized;

• Appoint sub-agents without written approval;

• Represent competitors where a conflict of interest exists.

Category E — Strategic Joint-Venture Partner

A genuine Joint-Venture Partner contributes substantially more than a referral or introduction.

The partner may contribute one or more of the following:

• Capital or project financing;

• Performance bonds, guarantees, or credit facilities;

• Licences, classifications, or local regulatory capability;

• Technical personnel and management;

• Equipment, facilities, or operational resources;

• Intellectual property or proprietary solutions;

• Client access and continuing relationship management;

• Proposal, negotiation, and project-award support;

• Project execution and delivery;

• Commercial, legal, operational, or financial risk;

• Warranty, penalty, claims, or performance responsibility.

JV compensation should normally be based on distributable project profit or agreed legal equity—not merely on total contract value.