Non-Disclosure Agreement (NDA)

For the purposes of this Agreement, "Confidential Information" means all information of any kind disclosed by or on behalf of a Party, whether orally, in writing, electronically or by inspection, and whether or not marked confidential, including in particular:

(a) Business information — corporate structures, mandates, strategies, capacity, allocations, procedures, methodologies and know-how;

(b) Supplier information — the identity, location, contact details, licences, production capability and terms of any supplier, refinery, mine, cooperative or exporter;

(c) Buyer information — the identity, contact details, mandates, proof of funds, capacity and purchasing requirements of any buyer or buyer representative;

(d) Pricing — offer prices, discounts, refining charges, assay-based settlement terms, margins, fees and commission structures;

(e) Documents — contracts, SPAs, LOIs, ICPOs, FCOs, assay reports, certificates of origin, export permits, customs and logistics documentation;

(f) Banking information — account names and numbers, SWIFT and IBAN details, bank officer contacts, instruments, escrow arrangements and payment instructions; and

(g) Commercial negotiations — the existence, status, content and terms of any discussion, offer, counter-offer or agreement between the Parties or with any third party.

The receiving Party will keep all Confidential Information strictly confidential and protect it with at least the same degree of care it applies to its own confidential information, and in no event less than a reasonable standard of care.

The receiving Party will use Confidential Information solely for the Permitted Purpose and will not use it for its own commercial advantage or that of any third party.

The receiving Party will not copy, reproduce, publish, record, distribute or transmit Confidential Information except as strictly necessary for the Permitted Purpose.

The receiving Party will limit access to those of its officers, employees and professional advisers who need to know it for the Permitted Purpose, and is responsible for their compliance with this Agreement.

The "Permitted Purpose" is the evaluation, negotiation, coordination, compliance verification and completion of the transaction bearing reference [TRANSACTION REFERENCE], and no other purpose.

This Agreement does not apply to information that: (a) is or becomes public other than through a breach of this Agreement; (b) was lawfully in the receiving Party's possession without a duty of confidence before disclosure; (c) is lawfully received from a third party entitled to disclose it; or (d) is independently developed without use of the Confidential Information.

Where disclosure is required by law, regulation, court order or a regulator, the receiving Party may disclose only the minimum required and, where lawful, will give prompt written notice to the disclosing Party.

The receiving Party will not use Confidential Information to identify, approach, solicit or transact with any buyer, seller, refinery, logistics provider or other business contact disclosed to it, otherwise than through the disclosing Party or with prior written consent.

On written request, or on expiry or termination of this Agreement, the receiving Party will promptly return or securely destroy all Confidential Information and copies, other than one archival copy retained solely to evidence compliance or as required by law or record-keeping obligations.

No licence, intellectual property right or ownership interest is granted by disclosure of Confidential Information.

Confidential Information is provided without warranty as to accuracy or completeness, and each Party remains responsible for its own due diligence.

This Agreement commences on [DATE] and the confidentiality obligations continue for [TERM – NUMBER OF YEARS] years from the date of last disclosure, or indefinitely in respect of personal data, banking information and trade secrets to the extent permitted by law.

The Parties acknowledge that damages may be an inadequate remedy for breach and that the disclosing Party may seek injunctive or other equitable relief in addition to any remedy available under the Governing Law.

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.