INTERNATIONAL CHAMBER OF COMMERCE (I.C.

C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Months X 00.000 MT = 00.000 MT.
BUYER :
SELLER : KALEOSO INTERNATIONAL,INC

Contract Code :

Seller’s Code : KALEOSO INTERNATIONAL,INC

Buyer’s Code :

Product : Metal Doré (AU Metal).

Product Origin : Guyana, Georgetown

Contract Quantity : 25 Kilograms per month

Contract Period : 1-year with rollovers

Delivery Terms :

Payment Terms

Seller’s Name : KALEOSO INTERNATIONAL, INC

Seller’s side
Representative : Jose Muñoz

Buyer’s Name :

Buyer’s side
Representative :

Contract Date : 05/12/2019

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT (NCNDA) AGREEMENT (IMFPA)

WHEREAS the undersigned wish to enter into this Agreement to define We the undersigned herewith referred as the Seller, under
certain parameters of the future legal obligations, are bound by a duty of penalty of perjury do hereby irrevocably confirm and
irrevocably accept to pay all intermediaries and fee holders at
Confidentiality with respect to their sources and contacts. This duty is in
the same time and in a manner as the seller is being paid for
accordance with the International Chamber of Commerce. each and every transaction of this contract up to the
completion of the contract plus rollovers and extensions and
in accordance with the bank details to be specified in this
WHEREAS the undersigned desire to enter a working business contract.

relationship to the mutual and common benefit of the parties hereto,

We, the SELLER, irrevocably confirm that we will order and
including their affiliates, subsidiaries, stockholders, partners, co-ventures, direct our bank to endorse automatic payment orders to the
trading partners, and other associated organizations (hereinafter referred beneficiaries named below; furthermore, We, the SELLER,
to as “Affiliates”). confirm that all pay orders shall automatically transfer funds
as directed into each beneficiaries designated bank account
within 1 (one) day after the date of closing and completion of
each and every shipment of the product during the contract
NOW THEREFORE in consideration of the mutual promises, assertions term plus any/or extensions and rollover of the specified
and covenants herein and other good and valuable considerations, the contract. For the purpose of clarity, we confirm that the closing
and completion of each and every shipment shall be deemed
receipts of which is acknowledged hereby, the parties hereby agree as to take place when the letter of credit issued by the buyer has
follows: been drawn down at the counters of the issuing bank.

We, the SELLER, agree to provide all beneficiaries with

written evidence of the pay orders lodged with our bank
1. TERMS AND CONDITIONS
together with acknowledgements of their acceptance.
A. The parties will not in any manner solicit, nor accept any Furthermore, our bank shall be instructed to provide duly
business in any manner from sources or their affiliates, which signed and stamped acknowledgement of this instruction as
sources were made available through this agreement, without set out in the annex. Forming part of this agreement. It is
understood that for the purposes of this Master Fee Protection
the express permission of the party who made available the Agreement, our bank shall be the same bank and this IMFPA
source and, acts as an integral part of it.
B. The parties will maintain complete confidentiality regarding
We the undersigned being BUYER or the seller named
each other business sources and/or their Affiliates and will
legally authorized representative as stated within the signed
disclose such business sources only to the named parties and legally binding main transaction, contract unconditionally
pursuant to the express written permission of this party who agree and undertake to approve and originate all payments in
USD currency to all beneficiaries named below as their
made available the source, and,
rightful and payable commissions. This agreement also acts
C. That they will not in any of the transactions the parties are as a record confirming the commission amounts for each
desirous of entering into and do, to the best of their abilities named beneficiary as set out below:-
assure the other that the transaction codes established will not
TOTAL COMMISSION SHALL BE PAID BY THE SELLER
be affected. AS FOLLOWS:
D. That they will not disclose names, addresses, e-mail
address, telephone and tele-fax or telex numbers to any FACILITATOR Group 1: 2.0% of total contract value
with rolls and extensions.
contacts by either party to third parties and that they each
recognize such contracts as the exclusive property of the FACILITATOR Group 2: 2.0% of total contract value
respective parties and they will not enter into any direct with rolls and extensions:

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 negotiations or transactions with such contracts revealed by The amount of delivered refinery should be settled as herein
the other party and stated to be transferred into the account as follows:
TERM & CONDITIONS:
E. That they further undertake not to enter into business
This master fee protection agreement covers the initial
transaction with banks, investors, sources of funds or other contract and shall include any renewals, extensions, rollovers,
bodies, the names of which have been provided by one of the additions or any new or transfer contract any how originated
from this transaction because of the above intermediaries or
F. Parties to this agreement, unless written permission has been
changing codes of the initial contract entered into between the
obtained from the other party (ies) to do so. For the sale of this BUYER and SELLER.
agreement, it does not matter whether information obtained
This master fee protection agreement and any subsequently
from a natural or a legal person. The parties also undertake
issued pay orders shall be assignable, transferable and
not to make use of a third party to circumvent this clause. divisible and shall not be amended without the express written
G. That in the event of circumvention of this Agreement by either and notarized consent of the receiving beneficiary. All parties
party, directly or indirectly, the circumvented party shall be agree neither to circumvent nor to attempt circumvent either
for the transaction of this current contract or in the future for a
entitled to a legal monetary penalty equal to the maximum period of five (5) years from the date of the execution of this
service it should realize from such a transaction plus any and fee protection agreement. This document binds all parties,
all expenses, including but not limited to all legal costs and their employees, associates, transferees and assignees or
designees.
expenses incurred to recover the lost revenue.
All faxed and/or e-mailed signatures shall be considered as
H. All considerations, benefits, bonuses, participation fees and/or original signatures for the purpose of binding all parties to this
commissions received as a result of the contributions of the agreement. This document may be signed & in any number of
parties in the Agreement, relating to any and all transactions counterparts all of which shall be taken together and shall
constitute as being one & the same instrument.
will be allocated as mutually agreed. Any party may enter into this document and the agreement
I. This Agreement is valid for any and all transaction between the constituted thereby by signing any counterpart any time, date
parties herein and shall be governed by the enforceable law in or period mentioned in any provision of this document shall
only be amended by agreement in writing and signed off by all
All Commonwealth Country’s, European Union Country’s,
parties concerned.
USA Courts, or under Swiss Law in Zurich, in the event of Furthermore, we agree that any and all commissions due shall
dispute, the arbitration laws of states will apply. be paid to the beneficiary as a result of any extension or rolls
J. The signing parties hereby accept such selected jurisdiction as of the contract and that we shall effect all necessary
documentation with our bank without any undue delays to
the exclusive venue. The duration of the Agreement shall ensure such commissions and paid within the terms of the
perpetuate for five (5) years from last date of signing with agreement.
reconfirmation. PARTIAL INVALIDITY:
The illegality, invalidity and non-enforceable provision of this
document under the laws of any jurisdiction shall not affect its
2. AGREEMENT TO TERMS illegality, validity or enforceability under the law of any other
A. Signatures on this Agreement received by the way of Facsimile, jurisdiction or provision.
Mail and/or E-mail shall be an executed contract. Agreement GOVERNING LAW AND JURISDICTION:
This document shall be governed & construed in accordance
enforceable and admissible for all purposes as may be
with current English or I.C.C 400/500/600 signed between
necessary under the terms of the Agreement. partners NCND laws.
B. All signatories hereto acknowledge that they have read the ARBITRATION:
foregoing Agreement and by their initials and signature that they All parties agree to refer any disputes between the parties
arising out of or in connection with this agreement including
have full and complete authority to execute the document to be
any questions regarding its existence, validity or termination
reconfirmed from buyer for and in the name of the party for to arbitration rules of the international arbitration centre
which they have given their signature. (I.A.C). The appointed arbitrator shall hold the proceedings in
any country chosen by the parties and the rules of the IAC
shall apply.
This document is signed and accepted by parties named
below as to be included in the main contract.

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

FOR THE BUYER

NAME : ACCEPTED BY US WITH BELOW BANK DETAILS
OUR BANK WILL BE USED AS PAYING BANK

Passport # : COMMISSION SIZE

(WITH ROLLS+EXT):

Nationality : BENEFICIARY
NAME:

Company Name : BANK NAME:

Designation : BANK ADDRESS:

Address : ACCOUNT No:

Telephone # : SWIFT CODE:

Fax # : Correspondent
Bank:
Mobile # : Account No. of the
Correspondent Bank :
Email Address : BANK OFFICER:

Web Address : ABA Routing Number

Today’s Date : BANK TEL:

SIGNATURE&SEAL

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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NON-CIRCUMVENTION, NON-DISCLOSURE IRREVOCABLE MASTER FEE PROTECTION
& WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

THE SELLER
NAME : ACCEPTED BY US WITH BELOW BANK DETAILS

Passport # : Beneficiary’s Name :

Nationality : Account Name :

Company Name
Account # :
:

Designation : Bank Name :

Address : Bank Address :

Telephone # : Swift Code :

Fax # : ABA / Routing # :

Mobile # : Bank Officer :

Email
Bank Telephone # :
Address :

Web Address
Bank Fax # :
:

Today’s Date :

NOTARY PUBLIC ATTESTATION

ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,

SIGNATURE PERSONALLY APPEARED THE PERSON TO ME KNOWN TO BE THE
INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE FOREGOING
& INSTRUMENT, AND ACKNOWLEDGED THAT THEY EXECUTED THE SAME AS
THEIR FREE ACT AND DEED.
SEAL
MY COMMISSION EXPIRES:

________________________
NOTARY PUBLIC SIGNATURE

[SEAL]

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 SELLER MANDATE
NAME : COMMISSION:

Passport # : Beneficiary’s Name :

Nationality : Account Name :

Company Name
Account # :
:

Designation : Bank Name :

Address : Bank Address :

Telephone # : Swift Code :

Fax # : ABA / Routing # :

Mobile # : Bank Officer :

Email
Bank Telephone # :
Address :

Web Address
Bank Fax # :
:

Today’s Date :

NOTARY PUBLIC ATTESTATION

ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,

PERSONALLY APPEARED THE PERSON TO ME KNOWN TO BE THE
SIGNATURE
INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE FOREGOING
& INSTRUMENT, AND ACKNOWLEDGED THAT THEY EXECUTED THE SAME AS
THEIR FREE ACT AND DEED.
SEAL
MY COMMISSION EXPIRES:

________________________
NOTARY PUBLIC SIGNATURE

[SEAL]

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

BUYER’S MANDATTE

NAME : Commission :

Passport # : Beneficiary:

Nationality : Account Name :

Company Name : Account # :

Designation : Bank Name :

Address : Bank Address :

Swift Code :
Telephone # :
Beneficiary bank

ABA / Routing # :
Fax # :
Trough bank :

Mobile # : Bank Officer :

Email Address : Bank Telephone # :

Web Address : Bank Fax # :

Today’s Date :

SIGNATURE
&
SEAL

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

SELLER FACILITATOR (SELLER’S Intermediary) – Group 2

NAME :
Jose Toribio Muñoz Commission : 2 %

Passport # : Beneficiary’s Name : Jose Toribio Muñoz

081043589

Nationality : Venezolano Account Name :

Jose Toribio Muñoz
Company Name : Account # : 000200020832

Designation : Bank Name: Mercantil Bank Panama

Bank Address :

Address : Urb. Villa Africana, Mzna 15

Casa 04, Pto. Ordaz Torre de Las Americas,
Punta Pacifica, Panama
Telephone # : 58-412-9465382 SWIFT CODE: MPANPAPA
ABA / Routing # :
Fax # :
Trough bank :

Mobile # : Bank Officer :

Email Address : toribiom@[Link] Bank Telephone # :

Web Address : Officer email:

Today’s Date :

SIGNATURE
&
SEAL

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

BUYER’S FACILITATOR (SELLER’S Intermediary) – Group 1

NAME : DANIEL CONTRERAS Commission : 0,4 %

Passport # : USA 551103179 Beneficiary’s Name : DANIEL CONTRERAS

Nationality : USA Account Name : DANIEL COMNTRERAS

Company Name : Account # : 8359207217

Designation : Bank Name: WELLS FARGO

Bank Address : 7100 N KENDALL DR, MIAMI, FL

12251 SW 118 TERRACE MIAMI, FL
Address :
33186

Telephone # : 305 206 2993 SWIFT CODE: WFBIUS6S

ABA / Routing # :
Fax # : 063107513
Trough bank :

Mobile # : Bank Officer :

Email Address : Dancontreras21@[Link] Bank Telephone # : (305) 263 -1100

Web Address : Officer email:

Today’s Date : 11/28/2019 11/ 28/2019

SIGNATURE
&
SEAL

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 10 of 20
NON-CIRCUMVENTION, NON-DISCLOSURE IRREVOCABLE MASTER FEE PROTECTION
& WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

BUYER’S FACILITATOR (Buyer’s Intermediary) – Group 1

CAREN HAYDEE MELLA
NAME :
CARRASCO Commission : 0,4 %

Passport O CAREN HAYDEE MELLA

P07689214 / 10945721-3 Beneficiary’s Name :
RUT CARRASCO

Nationality : CHILENA Account Name : CUENTA DE AHORRO

Company Name
Account # : 25362495809
:

Designation : Bank Name : BANCO ESTADO DE CHILE

ANDRES BELLO 500 QUILPUE

Address : MINERALES 280 QUILPUE Bank Address :
CHILE
Swift Code :
Telephone # : BECHCLRM
Beneficiary bank
ABA / Routing # :
Fax # :
Trough bank :

Mobile # : +56994502525 Bank Officer :

Email
[Link]@[Link] Bank Telephone # : 6002007000
Address :

Web Address
Bank Fax # :
:

Today’s Date : NOVIEMBRE 2019

SIGNATURE
&
SEAL

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 NON-CIRCUMVENTION, NON-DISCLOSURE IRREVOCABLE MASTER FEE PROTECTION
& WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

BUYER’S FACILITATOR (Buyer’s Intermediary) – Group 1

NAME: PATRICK J. MENJOR COMMISSION :

0,4 %

PASSPORT NO: BENEFICIARY’S NAME: PATRICK J. MENJOR

NATIONALITY: ACCOUNT NAME : PATRICK J. MENJOR

USA

COMPANY NAME ACCOUNT #: 0054 8310 5051

DESIGNATION: BANK NAME: BANK OF AMERICA

6055 W W KELLEY ROAD, 2930 APALACHEE PARKWAY,

ADDRESS: BANK ADDRESS:
TALLAHASSEE, FL 32311 USA TALLAHASSEE, FL 32301

TELEPHONE #: +1(850) 591-8315 SWIFT CODE: BOFAUS3N

FAX #: ABA / ROUTING # :

MOBILE #: BANK OFFICER : LATOYA LANIER

EMAIL
ADDRESS:
BANK TELEPHONE #: 850 942 6390

WEB ADDRESS: BANK FAX # :

TODAY’S DATE: 1/26/2019

SIGNATURE
&
SEAL

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

BUYER’S FACILITATOR (SELLER’S Intermediary) – Group 1

MARIA VICTORIA HARCHA
NAME : Commission : 0,4 %
MORAGA

P09882048
Passport # : Beneficiary’s Name : Victoria harcha moraga

Nationality : CHILENA Account Name : Victoria harcha moraga

Inversiones las violetas spa 35171134909
Company Name : Account # :

Designation : Bank Name : BANCO ESTADO DE CHILE

LIBERTADOR BERNARDO
Address : OHIGGINS 949 SANTIAGO Bank Address :
CHILE
Swift Code :
Telephone # : 56226713571 Beneficiary bank
BECHCLRM

ABA / Routing # :
Fax # :
Trough bank :

AVDA RECOLETA 51
Mobile # : +56932030510 Bank Officer :
SANTIAGO CHILE
Email Address : victoriaharcha@[Link] Bank Telephone # : 6002007000

Web Address : Bank Fax # :

Today’s Date : 11/ 28 /2019

SIGNATURE
&
SEAL

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

BUYER’S CILITATOR (Seller’s Intermediary) – Group 1

VICTOR ERNESTO
NAME : Commission : 0,4%
CASTILLO OROPEZA

Passport # :
135660140 Beneficiary’s Name :
VICTOR ERNESTO
CASTILLO OROPEZA
VICTOR ERNESTO
Nationality : VENEZOLANO Account Name :
CASTILLO OROPEZA
Company Name
Account # :
:

Designation : Bank Name :

BANCO ESTADO DE
CHILE
Calle valparaiso 960 , VIÑA
JORGE ROSS 1070 VIÑA DEL MAR , CHILE
Address : Bank Address :
DEL MAR

Swift Code :
Telephone # : +56959056882
Beneficiary bank
BECHCLRM
ABA / Routing # :
Fax # :
Trough bank :

Calle valparaiso 960 , VIÑA

Mobile # : +56959056882 Bank Officer :
DEL MAR , CHILE
Email Victor.Castle82@[Link] Bank Telephone # :
6002007000
Address :

Web Address
Bank Fax # :
:

Today’s Date : 11/28/2019

SIGNATURE
&
SEAL

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARIES ABOVE

NOTARY PUBLIC

ON THIS DATE OF:

BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY

APPEARED THE FOLLOWING:

TO ME KNOWN TO BE THE INDIVIDUALS DESCRIBED HEREIN AND

WHO EXECUTED THE FOREGOING INSTRUMENT, AND
ACKNOWLEDGED THAT THEY EXECUTED THE SAME AS THEIR FREE
ACT AND DEED.

MY COMMISSION EXPIRES:

__________________________
NOTARY PUBLIC SIGNATURE

OFFICER NAME:

TITLE:

NOTARY PUBLIC NAME:

ADDRESS:

TEL:

TODAY’S DATE:

[SEAL]

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 BANK ENDORSEMENT
THIS IS TO CERTIFY THAT THE ABOVE IRREVOCABLE PAYMENT ORDER HAS BEEN LODGED
WITH US AND WILL BE EXECUTED IN ACCORDANCE WITH THE INSTRUCTIONS STIPULATED
IN THIS DOCUMENT.

___________________________
1st BANK OFFICER SIGNATURE
BANK OFFICE NAME:
TITLE:
PIN NUMBER:
BANK NAME:
BANK ADDRESS:
BANK TEL:
TODAY’S DATE:
[SEAL]

___________________________
2nd BANK OFFICER SIGNATURE
BANK OFFICE NAME:
TITLE:
PIN NUMBER:
BANK NAME:
BANK ADDRESS:
BANK TEL:
TODAY’S DATE:
[SEAL]

END OF DOCUMENT

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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