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This Agreement is made on between Kingdom Sovereign Reserve ("KSR"), whose mandate is administered by Alliance Global Partners Ltd, and:
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each a "Party" and together the "Parties".
The Parties wish to explore a transaction in physical gold. In doing so each may disclose to the other confidential information, including counterparty identities, vault locations, stock positions, price bases, banking coordinates and the terms of the transaction procedure ("Confidential Information").
3.1 Each Party shall keep the Confidential Information strictly confidential and shall not disclose it to any third party without the prior written consent of the disclosing Party, save to its own professional advisers and employees who need to know it and who are bound by equivalent obligations.
3.2 Confidential Information shall not be used for any purpose other than evaluating and performing the contemplated transaction.
3.3 Clause 3 does not apply to information which is or becomes public through no breach of this Agreement, or which a Party is compelled to disclose by law or regulatory authority, provided prompt written notice is given.
4.1 Neither Party shall, for a period of years from the date of this Agreement, directly or indirectly and whether alone or through any affiliate, agent or nominee, contact, approach, solicit, negotiate or transact with any person, company, bank, vault, refinery, mine or counterparty introduced to it by the other Party, otherwise than through the introducing Party.
4.2 The obligation at 4.1 applies to the introduced party's affiliates, subsidiaries, successors and assigns.
4.3 An introduction is established by written record, including email, of the introducing Party naming the introduced party.
Nothing in this Agreement displaces the fee entitlements of any nominated beneficiary under an IMFPA. Circumvention in breach of clause 4 entitles the affected Party and its nominated beneficiaries to the fees they would have earned on the circumventing transaction, recoverable as a debt due, together with costs.
This Agreement creates no partnership, joint venture or agency between the Parties, and imposes no obligation on either Party to proceed with any transaction. A binding obligation arises only under an executed Full Corporate Offer and Sale and Purchase Agreement.
This Agreement takes effect on signature and the obligations at clauses 3 and 4 survive for years from that date, whether or not a transaction proceeds.
Governed by the law of . Disputes shall be referred to arbitration under the Rules, seat , in the English language. This Agreement may be executed in counterpart, and a signed electronic copy has the same effect as an original.
Executed by Alliance Global Partners Ltd as contracting party and principal. Kingdom Sovereign Reserve is a trading name; no entity of that name is party to this agreement.