INTERNATIONAL CHAMBER OF COMMERCE (I.C.
C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Contract Code
Seller’s Code
Buyer’s Code
Type of deal
Product
Product Origin
Contract Quantity
Price
Contract Period
Delivery Terms
Seller’s Name
Seller’s side Representative
Buyer’s Name
Buyer’s side Representative
Contract Date
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
WHEREAS the undersigned wish to enter into this Agreement We the undersigned herewith referred as the Seller, under
to define certain parameters of the future legal obligations, are penalty of perjury do hereby irrevocably confirm and irrevocably
bound by a duty of Confidentiality with respect to their sources accept to pay all intermediaries and fee holders at the same time
and contacts. This duty is in accordance with the International and in a manner as the seller is being paid for each and every
Chamber of Commerce. 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 contract.
WHEREAS the undersigned desire to enter a working business
relationship to the mutual and common benefit of the parties We, the SELLER, irrevocably confirm that we will order and
hereto, including their affiliates, subsidiaries, stockholders, direct our bank to endorse automatic payment orders to the
partners, co-ventures, trading partners, and other associated beneficiaries named below; furthermore, We, the SELLER,
organizations (hereinafter referred to as “Affiliates”). confirm that all pay orders shall automatically transfer funds as
directed into each beneficiaries designated bank account within
NOW THEREFORE in consideration of the mutual promises, 1 (one) day after the date of closing and completion of each and
assertions and covenants herein and other good and valuable every shipment of the product during the contract term plus
considerations, the receipts of which is acknowledged hereby, any/or extensions and rollover of the specified contract. For the
the parties hereby agree as follows: purpose of clarity, we confirm that the closing and completion of
each and every shipment shall be deemed to take place when the
letter of credit issued by the buyer has been drawn down at the
1.TERMS AND CONDITIONS
counters of the issuing bank.
A. The parties will not in any manner solicit, nor accept
any business in any manner from sources or their We, the SELLER, agree to provide all beneficiaries with written
affiliates, which sources were made available through this evidence of the pay orders lodged with our bank together with
agreement, without the express permission of the party acknowledgements of their acceptance. Furthermore, our bank
who made available the source and, shall be instructed to provide duly signed and stamped
acknowledgement of this instruction as set out in the annex.
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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B. The parties will maintain complete confidentiality Forming part of this agreement. It is understood that for the
regarding each other business sources and/or their purposes of this Master Fee Protection Agreement, our bank
shall be the same bank and this IMFPA acts as an integral part of
Affiliates and will disclose such business sources only to
it.
the named parties pursuant to the express written
permission of this party who made available the source
We the undersigned being BUYER or the seller named legally
and, authorized representative as stated within the signed and legally
C. That they will not in any of the transactions the parties binding main transaction, contract unconditionally agree and
are desirous of entering into and do, to the best of their undertake to approve and originate all payments in USD
abilities assure the other that the transaction codes currency to all beneficiaries named below as their rightful and
established will not be affected and, payable commissions. This agreement also acts as a record
confirming the commission amounts for each named beneficiary
D. That they will not disclose names, addresses, e-mail
as set out below:-
address, telephone and tele-fax or telex numbers to
any contacts by either party to third parties and that they TOTAL COMMISSION SHALL BE PAID BY THE SELLER AS
each recognize such contracts as the exclusive property of FOLLOWS:-
the respective parties and they will not enter into any direct The amount of delivered refinery should be settled as herein
negotiations or transactions with such contracts revealed stated to be transferred into the account as follows:
by the other party and
E. That they further undertake not to enter into business SELLER side
transaction with banks, investors, sources of funds or other BUYER side
bodies, the names of which have been provided by one of TERM & CONDITIONS:
This master fee protection agreement covers the initial contract
the parties to this agreement, unless written permission
and shall include any renewals, extensions, rollovers, additions or
has been obtained from the other party(ies) to do so. For
any new or transfer contract any how originated from this
the sale of this agreement, it does not matter whether
transaction because of the above intermediaries or changing
information obtained from a natural or a legal person. The codes of the initial contract entered into between the BUYER
parties also undertake not to make use of a third party to and SELLER.
circumvent this clause and,
F. That in the event of circumvention of this Agreement by This master fee protection agreement and any subsequently
either party, directly or indirectly, the circumvented party issued pay orders shall be assignable, transferable and divisible
and shall not be amended without the express written and
shall be entitled to a legal monetary penalty equal to the
notarized consent of the receiving beneficiary. All parties agree
maximum service it should realize from such a transaction
neither to circumvent nor to attempt circumvent either for the
plus any and all expenses, including but not limited to all
transaction of this current contract or in the future for a period of
legal costs and expenses incurred to recover the lost five (5) years from the date of the execution of this fee protection
revenue and, agreement. This document binds all parties, their employees,
G. All considerations, benefits, bonuses, participation fees associates, transferees and assignees or designees.
and/or commissions received as a result of the
contributions of the parties in the Agreement, relating to All faxed and/or e-mailed signatures shall be considered as
any and all transactions will be allocated as mutually original signatures for the purpose of binding all parties to this
agreement. This document may be signed & in any number of
agreed and,
counterparts all of which shall be taken together and shall
I. This Agreement is valid for any and all transaction
constitute as being one & the same instrument.
between the parties herein and shall be governed by the Any party may enter into this document and the agreement
enforceable law in All Commonwealth Country’s, constituted thereby by signing any counterpart any time, date or
European Union Country’s, USA Courts, or under Swiss period mentioned in any provision of this document shall only be
Law in Zurich, in the event of dispute, the arbitration laws amended by agreement in writing and signed off by all parties
of states will apply and, concerned.
J. The signing parties hereby accept such selected
jurisdiction as the exclusive venue. The duration of the Furthermore, we agree that any and all commissions due shall be
Agreement shall perpetuate for five (5) years from last paid to the beneficiary as a result of any extension or rolls of the
date of signing. contract and that we shall effect all necessary documentation with
our bank without any undue delays to ensure such commissions
and paid within the terms of the agreement.
2.AGREEMENT TO TERMS
A.Signatures on this Agreement received by the way of PARTIAL INVALIDITY:
Facsimile, Mail and/or E-mail shall be an executed The illegality, invalidity and non-enforceable provision of this
contract. Agreement enforceable and admissible for all document under the laws of any jurisdiction shall not affect its
purposes as may be necessary under the terms of the illegality, validity or enforceability under the law of any other
Agreement. jurisdiction or provision.
B.All signatories hereto acknowledge that they have read
the foregoing Agreement and by their initials and signature GOVERNING LAW AND JURISDICTION:
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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that they have full and complete authority to execute the This document shall be governed & construed in accordance with
document for and in the name of the party for which they current English or I.C.C 400/500/600 signed between partners
have given their signature. NCND laws.
ARBITRATION:
All parties agree to refer any disputes between the parties arising
out of or in connection with this agreement including any
questions regarding its existence, validity or termination to
arbitration rules of the international arbitration centre (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.
“Accepted and agreed without change (Electronic signature is valid and accepted as hand signature)”
EDT ( ELECTRONIC DOCUMENT TRANSMISSIONS)
1. EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this
Contract. As applicable, this agreement shall be:-
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)
2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations
Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
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.
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 BUYER
Name ACCEPTED BY US WITH BELOW BANK DETAILS
Passport # Buyer Name
Nationality Account Name
Company Name Account #
Designation Bank Name
Address Bank Address
Telephone # Swift Code
Fax # ABA / Routing #
Mobile # Bank Officer
Email Address Bank Tel. #
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)
THE SELLER
Name ACCEPTED BY US WITH BELOW BANK DETAILS
Passport # Beneficiary Name
Nationality Account Name
Company Name Account #
Designation Bank Name
Address Bank Address
Telephone # Swift Code
Fax # ABA / Routing #
Mobile # Bank Officer
Email Address Bank Tel. #
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)
BUYER MANDATE
Name Commission
Passport # Beneficiary Name
Nationality Account Name
Company Name Account #
Designation Bank Name
Address Bank Address
Telephone # Swift Code
Fax # ABA / Routing #
Mobile # Bank Officer
Email Address Bank Tel. #
Web Address Bank Fax #
Today’s Date
SIGNATURE
&
SEAL
Required
Message on All
Transfer of
Funds
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 INTERMEDIARY #1
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
BUYER/ FACILITATOR
Name Commission
Beneficiary Name
Nationality Account Name
Company Name Account #
Designation Bank Name
Address Bank Address
Telephone # Swift Code
Fax # ABA / Routing #
Mobile # Bank Officer
Email Address Bank Tel. #
Web Address Bank Fax #
Today’s Date
SIGNATURE
&
SEAL
Required
Message on All ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
Transfer of PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK.”
Funds
MEDIARY 2INTERMEDIARY 2ERMEDIARY 2
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
Name Commission
P.A.N No. Beneficiary Name
Nationality Account Name
Company Name Account No. #
Designation Bank Name
Address Bank Address
Telephone # Swift Code
Fax # ABA / Routing #
Mobile # Bank Officer
Email Address Bank Tel. #
Skype Id Bank Fax #
Today’s Date
SIGNATURE
&
SEAL
Required
Message on All
Transfer of
Funds
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
SELLER MANDATE
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 8 of 11
Name Commission USD $ 00 Per MT
Passport # Beneficiary Name
Nationality Account Name
Company Name Account #
Designation Bank Name
Address Bank Address
Telephone # Swift Code
Fax # ABA / Routing #
Mobile # Bank Manager
Email Address Bank Tel. #
Web Address Bank Fax #
Today’s Date
SIGNATURE
&
SEAL
Required
Message on All
Transfer of
Funds
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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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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