Non-Circumvention Agreement
Protects introductions to operators, suppliers and funders. Narrow, time-limited, and written not to look like a restraint of trade.
NON-CIRCUMVENTION AGREEMENT
Between JFK IMPORT-EXPORT LLC (trading as JFKIE LLC), a limited liability company organised in Virginia, United States, since October 2003, of [REGISTERED ADDRESS] ("JFKIE LLC"), and [COUNTERPARTY LEGAL NAME], of [ADDRESS] (the "Counterparty").
Dated 19 August 2026.
1. Background. In the course of discussions the Parties may introduce each other to mining operators, subcontractors, funders, advisers and other persons. This agreement protects those introductions. It is deliberately narrow: it restrains circumvention of a specific introduced relationship, not competition generally.
2. Introduced Party. A person first identified to the Receiving Party by the Introducing Party in writing, and recorded as such, with whom the Receiving Party had no existing business relationship and no prior documented contact at the time of introduction. An introduction is protected only if confirmed in writing within 10 business days, naming the person introduced and the context.
3. Undertaking. For 18 months from the date of an introduction, the Receiving Party shall not, without the Introducing Party's prior written consent, enter into any transaction with the Introduced Party that is substantially the same as the transaction contemplated between the Parties, in a manner that bypasses, excludes or replaces the Introducing Party.
4. What this does not restrict. For the avoidance of doubt, nothing in this agreement prevents the Receiving Party from: (a) continuing or expanding a pre-existing relationship with any person; (b) dealing with any person who approaches it independently and without solicitation, provided it can demonstrate this; (c) dealing with any person it can show it identified independently through its own efforts, evidenced by contemporaneous records; (d) conducting its ordinary business in any market, including with competitors of the Introducing Party; or (e) employing any person who responds to a general advertisement not targeted at the other Party's staff.
5. Pre-existing relationships. Within 10 business days of an introduction, the Receiving Party may notify the Introducing Party that the Introduced Party is already a documented contact, with reasonable supporting evidence. Where it does so, clause 3 does not apply to that person.
6. Remedies. Breach of clause 3 entitles the Introducing Party to the fees, commissions or margin it would reasonably have earned had the circumvented transaction been concluded through it, together with reasonable costs of enforcement. The Parties agree this is a genuine estimate of loss and not a penalty. Injunctive relief is also available.
7. Term. This agreement runs for two years from the date above. Clause 3 continues to apply to each introduction for its own 18 month period, including where that period ends after this agreement expires.
8. Relationship to other agreements. This agreement is separate from and additional to any non-disclosure agreement between the Parties. It creates no exclusivity, no agency, no partnership and no joint venture, and no obligation on either Party to introduce anyone or to proceed with any transaction.
9. Governing law and disputes. Governed by State of Delaware, United States. Disputes finally resolved by arbitration seated in Wilmington, Delaware, United States under the International Centre for Dispute Resolution (ICDR), in English, before a single arbitrator. Urgent interim relief may be sought from the Court of Chancery of the State of Delaware, or where it lacks jurisdiction, the state and federal courts sitting in Delaware or any other competent court.
10. Severability. If a court or arbitrator finds any restriction here unreasonable in scope, duration or geography, it shall be reduced to the maximum reasonable extent rather than struck out, and the remainder continues.
11. Language. Executed in English and in French. In the event of any inconsistency, the English version governs.
JFK IMPORT-EXPORT LLC
Name: ______________________ Title: ______________________ Date: 19 August 2026
[COUNTERPARTY LEGAL NAME]
Name: ______________________ Title: ______________________ Date: 19 August 2026