GUIDELINES ESTABLISHING THE MINIMUM PARAMETERS FOR FRAMEWORK COMMERCIAL AGREEMENTS AND SPECIFIC COMMERCIAL AGREEMENTS TO BE ENTERED INTO BY THE NATIONAL MINING COMPANY ENAMI EP
On May 20, 2026, the Ministerial Agreement MAE-MAE-2026-0057-AM, dated April 30, 2026, was published in the Second Supplement to Official Gazette No. 288. Through this agreement, the Ministry of Environment and Energy issued the Guidelines establishing the minimum parameters for Framework Commercial Agreements and Specific Commercial Agreements to be entered into by the National Mining Company ENAMI EP (hereinafter, ENAMI EP).
These guidelines set forth mandatory, clear, technical, economic, and legal rules for the negotiation, approval, and execution of such agreements. Their main objective is to ensure transparency, efficiency, state oversight, and equitable conditions in ENAMI EP’s commercial operations within the mining sector.
a) Structure of the Associative Model: Associative models must be structured in an integral and coherent manner, including at least one Framework Commercial Agreement and one or more Specific Commercial Agreements, without prejudice to operating contracts or other complementary instruments required according to the nature of each project. The Framework Agreement defines the general terms and conditions of the relationship between ENAMI EP and its counterparty while the Specific Agreements govern the concrete execution of activities in specific areas or projects. All instruments must be consistent with one another and with the technical, economic, and environmental studies supporting the project, forming part of a single and integral associative scheme.
Every associative model must guarantee an adequate economic participation for ENAMI EP through objective, verifiable, and technically supported mechanisms. The valuation shall be carried out in stages —preferably during the economic evaluation or feasibility stage— by an independent qualified third party, in accordance with international standards. The economic scheme may include upfront payments, compensation for assignment, profit or production sharing, administrative fees, or other equivalent mechanisms, in addition to the royalties established by law.
ENAMI EP shall exercise permanent control over the execution of the models, verifying compliance with the technical, economic, environmental, and social obligations assumed by the counterparty. Failure to comply with the minimum parameters established in the Ministerial Agreement will entitle the application of sanctions, enforcement of guarantees, or termination of the agreement, as applicable.
b) Framework Commercial Agreement: Mandatory in nature, it establishes the general conditions of the relationship, ensuring legal certainty, traceability, and proper control of the associative scheme.
It must include, at a minimum: the parties, background, interpretation, legal nature, representations and warranties of legal, technical, and economic capacity, purpose, technical, economic, environmental, social, and labor obligations, definition of the expense scheme, information delivery regime, minimum committed investment, integrity, anti-corruption, and compliance policies, monitoring, control, and verification mechanisms, designation of administrators, assignment of rights, confidentiality, rules for the valuation of mining assets, transfer of know-how and training, term, causes for termination, dispute resolution (subject to Ecuadorian legislation), domicile, notices, acceptance, identification of concessions or areas of interest (without implying recognition or granting of mining rights), and annexes detailing specific aspects of each project (technical, environmental, economic, and social obligations; national workforce requirements; conditions for assignment, transfer, and abandonment of the project; negotiation minutes, etc.).
Its provisions are binding, and its interpretation must prioritize the public interest and the State’s objectives in the development of mining activities.
c) Specific Commercial Agreement: It regulates the concrete execution of activities within determined areas or projects. It must detail the technical description of the activities, their scope, schedule, and phases, as well as the specific obligations regarding technical, environmental, social, economic, safety, permitting, and licensing matters.
It must define the mandatory minimum investment and its execution schedule, verification mechanisms, valuation methodology by an independent qualified third party, and ENAMI EP’s economic participation mechanisms (cash or in-kind payments, equity participation, assignment compensations, production or revenue sharing schemes, additional to mining royalties).
The counterparty assumes all project costs, delivery of generated information, occupational health clauses, risk management, mining safety, sanctions, penalties, and termination causes.
Among the minimum elements are: environmental and social responsibility, environmental permits, risk identification and minimization, methodology for assignment and transfer valuation, amount payable to ENAMI EP (additional to NSR and distinct from legal royalties), semi-annual information access and delivery, and payment of project valuation expenses borne by ENAMI EP’s counterparty.
The Ministerial Agreement establishes mandatory compliance requirements and non-negotiable conditions, including: identification of the ultimate beneficial owner; prohibition on guaranteeing the granting of mining rights; compliance with environmental, mining, and labor regulations; application of international best practices; prohibition on assignment without prior authorization from ENAMI EP; mineral traceability mechanisms; information delivery; anti-corruption and compliance clauses; and dispute resolution (Ecuadorian legislation for Framework Agreements and international arbitration for Specific Agreements, as applicable).
Furthermore, in this regard, differentiated non-negotiable aspects are established that must be included in each type of agreement, as follows:
The provisions of this Ministerial Agreement are mandatory for ENAMI EP and its counterparties in the structuring, negotiation, execution, and performance of all instruments within the associative model. It entered into force upon its publication in the Official Gazette.
Interested in entering into this type of agreement with ENAMI EP or in assessing its impact on your company’s operations? At LASPINA LEGAL, we would be delighted to assist you with our extensive experience in mining law.