Non-Circumvention, Non-Disclosure, and Confidentiality Agreement (NCNDA)

This Non-Circumvention, Non-Disclosure, and Confidentiality Agreement ("Agreement") is entered into

on this (Input Day) of (Input month) , 2024 ("Effective Date") between the undersigned parties:

1. Name (Company Name) : (hereinafter referred to as "Party A")

Address:

Contact Person:

Email:

Phone:

2. Name (Company Name) : (hereinafter referred to as "Party B")

Address:

Contact Person:

Email:

Phone:

3. Name (Company Name) : (hereinafter referred to as "Party C")

Address:

Contact Person:

Email:

Phone:

Party A, Party B and Party C are collectively referred to as the "Parties" or individually as a "Party."

WHEREAS, the Parties wish to engage in discussions, negotiations, and potential transactions relating to the procurement of a
purchase and sale of various transactions, including but not limited to, precious metals, oil & gas and other commodities, off-
market crypto currency, and monetization deals;

WHEREAS, the Parties recognize that they may disclose certain confidential and proprietary information during the course of
their engagement;

WHEREAS, the Parties desire to protect their respective interests and maintain the confidentiality of such information;

WHEREAS, the Parties desire to enter a working business relationship to the mutual and common benefit of the Parties hereto,
including their affiliates, subsidiaries, stockholders, partners, co- ventures, trading partners, and other associated organizations
(hereinafter referred to as “Affiliates”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
(1).Non-Circumvention:

1.1 During the term of this Agreement and for a period of two (2) years following its termination or the last date of any
transaction, whichever comes last, the Parties agree not to directly or indirectly engage in any transactions or business dealings
that are introduced, disclosed, or made known to the receiving party or its Affiliates, without the prior written consent of the
disclosing party.

(2).Non-Disclosure and Confidentiality:

2.1. Both Parties acknowledge that they may disclose confidential and proprietary information to each other during the course of
their engagement. Such information may include, but is not limited to, business plans, financial data, bank accounts, customer
lists, marketing strategies, and trade secrets.

2.2. Both Parties agree to maintain the strict confidentiality of any and all confidential information disclosed to them by the other
Party and their Affiliates, both during the term of this Agreement and indefinitely thereafter.

2.3. The Parties shall use the confidential information solely for the purpose of evaluating and engaging in the procurement of
transactions related to the purchase and sale of precious metals and other commodities. They shall not use the confidential
information for any other purpose without the prior written consent of the disclosing Party.

2.4. The Parties shall take reasonable measures to prevent unauthorized disclosure or use of the confidential information,
exercising at least the same degree of care as they would apply to their own confidential information.

2.5. The obligations of confidentiality under this Agreement shall not apply to any information that:

a) Was already known to the receiving Party prior to its disclosure by the disclosing Party;

b) Is or becomes publicly available through no fault of the receiving Party;

c) s received by the receiving Party from a third party without any obligation of confidentiality;

OR

d) Is required to be disclosed by law, provided that the receiving Party gives prompt notice to the disclosing Party to enable the
disclosing Party to seek a protective order or take other appropriate action to maintain the confidentiality of the information.

(3). Remedies:

3.1 In the event of a breach or threatened breach of any provision of this Agreement, the non- breaching Party shall be entitled to
seek injunctive relief, as well as any other legal remedies available under applicable law.

3.2 The prevailing Party in any legal action or proceeding arising out of or relating to this Agreement shall be entitled to recover
its reasonable attorneys' fees and costs incurred in connection with such action or proceeding.

(4). Term and Termination:

4.1. This Agreement shall commence on the Effective Date and shall continue in effect until the Parties conclude their
relationship.

4.2. Either Party may terminate this Agreement upon written notice to the other Party in the event of a material breach by the
other Party that remains uncured after 30 days.
4.3 The obligations of non-circumvention and non-disclosure shall survive the termination of this Agreement for a period of two
(2) years.

(5). Entire Agreement:

5.1. This Agreement constitutes the entire agreement between the Parties and their Affiliates concerning the subject matter hereof
and supersedes all prior oral or written agreements, understandings, or representations.

5.2. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by
both Parties.

(6). Governing Law and Jurisdiction:

6.1. This Agreement shall be governed by and construed in accordance with the laws of the International Chamber of Commerce,
I.C.C. 400/500/600, without regard to conflict of law principles.

6.2. Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the
federal courts sitting in New York, New York. For disputes relating to international transactions, the Parties shall submit to the
exclusive jurisdiction of the International Chamber of Commerce courts sitting in Geneva, Switzerland.

(7). Severability:

7.1. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not be affected or impaired.

(8). Counterparts:

8.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

(9). EDT (Electronic Document Transmissions):

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Agreement.
As applicable, this Agreement shall Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National
Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001).

9.2. Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade
Facilitation and Electronic Business (UN/CEFACT). 9.3. EDT documents shall be subject to European Community Directive No.
95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic
means provided however, that any such request shall in no manner delay the parties from performing their respective obligations
and duties under EDT instruments.
 IN WITNESS WHEREOF, the Parties have executed this Non-Circumvention, Non- Disclosure, and
Confidentiality Agreement as of the Effective Date written above.

Party A:

_________________________

Name:

Passport Number:

Party B:

_________________________

Name:

Passport Number:

Party C:

_________________________

Name:

Passport Number: