Broker Agreement

The Broker is engaged on a non-exclusive basis to introduce and liaise with counterparties, assist with the flow of documentation, and support the orderly progression of the Transaction.

The Broker is an independent contractor. Nothing in this Agreement creates a partnership, agency, employment or joint venture relationship.

The Broker has no authority to bind the Company, to negotiate or vary commercial terms, to make representations on the Company's behalf, or to accept funds, deposits or documents of title on the Company's behalf.

The Broker will not issue any offer, contract, invoice or marketing material referring to the Company without prior written approval.

The Broker will act honestly, professionally and in good faith, and will not misrepresent the availability, origin, price or specification of any material.

The Broker will comply with all applicable anti-bribery, anti-corruption, sanctions and AML/CTF laws and will not offer or accept any improper payment or inducement.

The Broker will promptly disclose any actual or potential conflict of interest, and will not act simultaneously for opposing parties without written disclosure and consent.

The Broker will provide its own KYC documentation and will not present any counterparty that it knows or suspects to be sanctioned, fraudulent or engaged in unlawful activity.

The Broker acknowledges that all counterparties remain subject to the Company's independent verification and that the Company may decline any introduction at its discretion.

The Broker's fee is [COMMISSION PERCENTAGE (IF APPLICABLE)] of the gross transaction value, shared between intermediaries as [FEE SPLIT BETWEEN INTERMEDIARIES].

Fees are earned only on a completed and settled transaction, and are paid within [NUMBER] business days of the Company's receipt of cleared funds.

No fee is payable in respect of a transaction that does not complete, or where the Broker has breached this Agreement.

The Broker will not bypass, circumvent or directly approach any buyer, seller, refinery, logistics provider or other business contact introduced by the Company without the Company's prior written consent.

The Broker will keep all Confidential Information disclosed to it strictly confidential in accordance with the NDA executed between the Parties.

This Agreement commences on [DATE] and may be terminated by either Party on [NUMBER] days' written notice, or immediately for breach, without affecting fees already earned on completed transactions.

This Agreement is governed by and construed in accordance with the laws of [GOVERNING LAW / JURISDICTION].

The Parties submit to the non-exclusive jurisdiction of the courts of [GOVERNING LAW / JURISDICTION] in respect of any proceedings arising out of or in connection with this Agreement.

Before commencing proceedings, the Parties will use reasonable endeavours to resolve any dispute by good-faith negotiation between senior representatives within [NUMBER] business days of written notice of the dispute.

If the dispute is not resolved by negotiation, it will be referred to [DISPUTE RESOLUTION FORUM / ARBITRATION RULES / SEAT OF ARBITRATION] for final determination, unless the Parties agree otherwise in writing.

Nothing in this clause prevents a Party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior discussions, representations and understandings.

No variation of this Agreement is effective unless it is in writing and signed by each Party.

If any provision is held to be invalid or unenforceable, that provision is severed and the remaining provisions continue in full force and effect.

A failure or delay in exercising a right under this Agreement does not operate as a waiver of that right.

Each Party bears its own costs in connection with the negotiation and execution of this Agreement.

This Agreement may be executed in counterparts, including by electronic signature, scanned copy or facsimile, each of which is deemed an original and all of which together constitute one instrument.

The Parties agree that an electronic signature applied through the Gold Capital International website, or transmitted by email, has the same legal effect as a handwritten signature to the extent permitted by the Governing Law.

Executed on [DATE] by the duly authorised representatives of the Parties named below.