Non-Circumvention Agreement (NCNDA)

"Introduced Party" means any buyer, seller, supplier, mandate, refinery, assayer, logistics or security provider, financier, bank officer, intermediary, agent or other business contact first made known to a Party, directly or indirectly, by or through Gold Capital International.

"Confidential Information" means all non-public information disclosed in connection with the Transaction, including identities of Introduced Parties, contact details, pricing, terms, documents, banking information and commercial negotiations.

"Transaction" means the proposed purchase, sale, refining, transport, financing or coordination of gold dore, bullion or related precious metals bearing reference [TRANSACTION REFERENCE], and any renewal, extension, rollover or repeat business arising from it.

Each Party agrees that it will not, and will procure that its directors, officers, employees, agents, affiliates, associated entities and representatives will not, directly or indirectly bypass, circumvent, avoid or attempt to circumvent Gold Capital International in respect of any Introduced Party.

Without limitation, no Party may approach, contact, solicit, negotiate with, transact with or enter into any arrangement with any buyer, seller, refinery, logistics provider or other business contact introduced by Gold Capital International without the Company's prior written consent.

This obligation applies to the initial Transaction and to any subsequent, related, renewed, extended, rolled-over or repeat transaction with an Introduced Party, whether concluded in a Party's own name or through a related entity, nominee, agent or third party.

Each Party will refer all enquiries, offers and communications received from an Introduced Party to Gold Capital International and will not exclude the Company from any resulting transaction.

Consent under clause 2 must be given in writing, signed by an authorised representative of Gold Capital International, and may be granted, withheld or made conditional at the Company's discretion.

Any consent granted applies only to the specific contact, counterparty and transaction described in it and does not operate as a general or continuing waiver.

Each Party will keep all Confidential Information strictly confidential, will use it only for the purpose of evaluating and completing the Transaction, and will not disclose it to any third party without prior written consent.

Disclosure may be made to a Party's professional advisers or to a regulator where required by law, provided the recipient is bound by equivalent obligations of confidence and the disclosing Party gives prompt written notice where lawful to do so.

Where applicable, the Parties acknowledge that Gold Capital International is entitled to a coordination fee or commission of [COMMISSION PERCENTAGE (IF APPLICABLE)] of the gross transaction value, payable on the terms set out in the relevant commission or fee agreement or irrevocable payment instruction.

Commission is payable on the initial Transaction and on all renewals, extensions, rollovers and repeat business with an Introduced Party during the Term.

The Parties will not take any step designed to reduce, defer, disguise or avoid a fee or commission properly payable under this Agreement.

This Agreement commences on [DATE] and continues for [TERM – NUMBER OF YEARS] years from that date, or from the date of the last introduction made under it, whichever is later.

The confidentiality obligations in clause 4 survive expiry or termination of this Agreement.

If a Party breaches this Agreement, Gold Capital International may pursue any remedies available to it under the Governing Law specified in this Agreement.

Those remedies may include, without limitation, injunctive relief, specific performance, an account of profits, recovery of fees or commission that would otherwise have been payable, and damages, together with reasonable legal costs where recoverable.

The rights and remedies in this Agreement are cumulative and do not exclude any right or remedy otherwise available at law or in equity.

Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties.

Gold Capital International acts as a transaction coordinator and introducer and does not provide financial, legal, tax or investment advice. Each Party is responsible for obtaining its own independent advice and conducting its own due diligence.

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.