INTERNATIONAL CHAMBER OF COMMERCE (I.C.
C 400/500/600)
http://www.iccwbo.org/
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
CONTRACT CODE : X
SELLER’S TRANSACTION CODE :
SELLER’S CODE :
BUYER’S CODE :
TYPE OF CONTRACT :
PRODUCT ORIGIN :
CONTRACT QUANTITY :
CONTRACT PERIOD :
PAYMENT TERM :
SELLER’S NAME :
SELLER’S SIDE REPRESENTATIVE :
BUYER’S NAME :
BUYER’S SIDE REPRESENTATIVE :
CONTRACT RELEASED DATE :
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
WHEREAS the undersigned wish to enter into this We the undersigned herewith referred as the ,
Agreement to define certain parameters of the future under penalty of perjury do hereby irrevocably
legal obligations, are bound by a duty of Confidentiality confirm and irrevocably accept to pay all
with respect to their sources and contacts. This duty is intermediaries and fee holders at the same time and
in accordance with the International Chamber of in a manner as the seller is being paid for each and
Commerce. every transaction of this contract up to the
completion of the contract plus rollovers and
WHEREAS the undersigned desire to enter a working extensions and in accordance with the bank details
business relationship to the mutual and common benefit to be specified in the hard copies of this contract.
of the parties hereto, including their affiliates,
subsidiaries, stockholders, partners, co-ventures, trading We, the BUYER , irrevocably confirm that we will
partners, and other associated organizations (hereinafter order and direct our bank to endorse automatic
referred to as “Affiliates”). payment orders to the beneficiaries named below;
furthermore, We, the BUYER , confirm that all pay
NOW THEREFORE in consideration of the mutual orders shall automatically transfer funds as directed
promises, assertions and covenants herein and other into each beneficiaries designated bank account
good and valuable considerations, the receipts of which within 1 (one) day after the date of closing and
is acknowledged hereby, the parties hereby agree as completion of each and every shipment of the
follows: product during the contract term plus any/or
extensions and rollover of the specified contract. For
1. TERMS AND CONDITIONS the purpose of clarity, we confirm that the closing
A. The parties will not in any manner solicit, nor and completion of each and every shipment shall be
accept any business in any manner from deemed to take place when the letter of credit
sources or their affiliates, which sources were issued by the buyer has been drawn down at the
made available through this agreement, counters of the issuing bank.
without the express permission of the party
who made available the source and, We, BUYER , agrees to provide all beneficiaries
B. The parties will maintain complete with written evidence of the pay orders lodged with
confidentiality regarding each other business our bank together with acknowledgements of their
sources and/or their Affiliates and will disclose acceptance. Furthermore, our bank shall be
such business sources only to the named instructed to provide duly signed and stamped
IRREVOCABLE M ASTER FEE PROTECTION AGREEMENT (IMFPA) & NCNDA
Page 1 of 6
parties pursuant to the express written acknowledgement of this instruction as set out in the
permission of this party who made available annex. Forming part of this agreement. It is
the source, and, understood that for the purposes of this Master Fee
C. That they will not in any of the transactions the Protection Agreement, our bank shall be the same
parties are desirous of entering into and do, to bank and this IMFPA acts as an integral part of it.
the best of their abilities assure the other that
the transaction codes established will not be We the undersigned being BUYER or the seller
affected. named legally authorized representative as stated
D. That they will not disclose names, addresses, within the signed and legally binding main
e-mail address, telephone and tele-fax or transaction, contract unconditionally agree and
telex numbers to any contacts by either party undertake to approve and originate all payments in
to third parties and that they each recognize USD currency to all beneficiaries named below as
such contracts as the exclusive property of the their rightful and payable commissions. This
respective parties and they will not enter into agreement also acts as a record confirming the
any direct negotiations or transactions with commission amounts for each named beneficiary as
such contracts revealed by the other party and set out below:-
E. That they further undertake not to enter into
business transaction with banks, investors, TOTAL COMMISSION SHALL BE PAID BY THE
sources of funds or other bodies, the names of BUYER AS FOLLOWS:-
which have been provided by one of the The amount of delivered refinery should be settled
F. Parties to this agreement, unless written as herein stated to be transferred into the account
permission has been obtained from the other as follows:
party (ies) to do so. For the sale of this
agreement, it does not matter whether
information obtained from a natural or a legal • BUYER side USD$ .00/BBL
person. The parties also undertake not to USDX as a contract condition (Open)
make use of a third party to circumvent this
clause. TERM & CONDITIONS:
G. That in the event of circumvention of this This master fee protection agreement covers the
Agreement by either party, directly or initial contract and shall include any renewals,
indirectly, the circumvented party shall be extensions, rollovers, additions or any new or
entitled to a legal monetary penalty equal to transfer contract any how originated from this
the maximum service it should realize from transaction because of the above intermediaries or
such a transaction plus any and all expenses, changing codes of the initial contract entered into
including but not limited to all legal costs and between the BUYER and SELLER.
expenses incurred to recover the lost revenue.
H. All considerations, benefits, bonuses, This master fee protection agreement and any
participation fees and/or commissions subsequently issued pay orders shall be
received as a result of the contributions of the assignable, transferable and divisible and shall not
parties in the Agreement, relating to any and be amended without the express written and
all transactions will be allocated as mutually notarized consent of the receiving beneficiary. All
agreed. parties agree neither to circumvent nor to attempt
Đ. This Agreement is valid for any and all circumvent either for the transaction of this current
transaction between the parties herein and contract or in the future for a period of five (5) years
shall be governed by the enforceable law in from the date of the execution of this fee protection
All Commonwealth Country’s, European agreement. This document binds all parties, their
Union Country’s, USA Courts, or under employees, associates, transferees and assignees
Swiss Law in Zurich, in the event of dispute, or designees.
the arbitration laws of states will apply.
J. The signing parties hereby accept such All faxed and/or e-mailed signatures shall be
selected jurisdiction as the exclusive venue. considered as original signatures for the purpose of
The duration of the Agreement shall binding all parties to this agreement. This document
perpetuate for five (5) years from last date of may be signed & in any number of counterparts all
signing. of which shall be taken together and shall constitute
as being one & the same instrument.
2. AGREEMENT TO TERMS Any party may enter into this document and the
A. Signatures on this Agreement received by the agreement constituted thereby by signing any
way of Facsimile, Mail and/or E-mail shall be counterpart any time, date or period mentioned in
an executed contract. Agreement enforceable any provision of this document shall only be
and admissible for all purposes as may be amended by agreement in writing and signed off by
necessary under the terms of the Agreement. all parties concerned.
B. All signatories hereto acknowledge that they
have read the foregoing Agreement and by Furthermore, we agree that any and all
their initials and signature that they have full commissions due shall be paid to the beneficiary as
and complete authority to execute the a result of any extension or rolls of the contract and
IRREVOCABLE M ASTER FEE PROTECTION AGREEMENT (IMFPA) & NCNDA
Page 2 of 6
document for and in the name of the party for that we shall effect all necessary documentation
which they have given their signature. with our bank without any undue delays to ensure
such commissions and paid within the terms of the
agreement.
PARTIAL INVALIDITY:
The illegality, invalidity and non-enforceable
provision of this document under the laws of any
jurisdiction shall not affect its illegality, validity or
enforceability under the law of any other jurisdiction
or provision.
GOVERNING LAW AND JURISDICTION:
This document shall be governed & construed in
accordance with current English or I.C.C
400/500/600 signed between partners 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 & IRREVOCABLE MASTER FEE PROTECTION
IRREVOCABLE M ASTER FEE PROTECTION AGREEMENT (IMFPA) & NCNDA
Page 3 of 6
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
BUYER
NAME : ACCEPTED BY US WITH BELOW BANK DETAILS
DESIGNATION :
COMPANY NAME
:
ADDRESS :
TEL :
MOBILE :
FAX :
EMAIL ADDRESS
:
SKYPE ID :
PASSPORT No :
NATIONALITY :
TODAY’S DATE :
S:
SELLER
NAME : ACCEPTED BY US WITH BELOW BANK DETAILS
BENEFICIARY X
DESIGNATION :
NAME : X
X
COMPANY NAME : BANK NAME :
X
X X
X X
X X
ADDRESS : BANK ADDRESS :
X X
X X
X X
TEL : ACCOUNT No :
MOBILE : SWIFT CODE :
FAX : BANK OFFICER :
EMAIL ADDRESS : BANK TEL :
SKYPE ID : BANK FAX :
PASSPORT No : PAYMASTER FOR :
NATIONALITY : PAYMASTER FOR :
TODAY’S DATE : PAYMASTER FOR :
SIGNATURE AND
SEAL :
Commissions BUYER SIDE ,00$/MT
IRREVOCABLE M ASTER FEE PROTECTION AGREEMENT (IMFPA) & NCNDA
Page 4 of 6
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
BUYER MANDATE/REPRESENTATIVE (GROUP 2)
COMMISSION SIZE US$ …..,00 per MT x
NAME :
(WITH ROLLS+EXT) : 0.000 MT
BENEFICIARY
DESIGNATION :
NAME :
COMPANY NAME : BANK NAME :
ADDRESS : BANK ADDRESS :
TEL : ACCOUNT No :
MOBILE : SWIFT CODE :
FAX : BANK OFFICER :
EMAIL ADDRESS : BANK TEL :
SKYPE ID : BANK FAX :
PASSPORT No : ACCOUNT NAME :
NATIONALITY : PAYMASTER FOR :
TODAY’S DATE : Special Instructions :
SIGNATURE AND
SEAL :
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
BUYER INTERMEDIARY (GROUP 3)
COMMISSION SIZE US$ …,00 per MT x
NAME :
(WITH ROLLS+EXT) : 0.000 MT
BENEFICIARY
DESIGNATION :
NAME :
COMPANY NAME : BANK NAME :
ADDRESS : BANK ADDRESS :
TEL : ACCOUNT No :
MOBILE : SWIFT CODE :
FAX : BANK OFFICER :
EMAIL ADDRESS : BANK TEL :
SKYPE ID : BANK FAX :
PASSPORT No : PAYMASTER FOR :
NATIONALITY : PAYMASTER FOR :
TODAY’S DATE : PAYMASTER FOR :
SIGNATURE AND
SEAL :
IRREVOCABLE M ASTER FEE PROTECTION AGREEMENT (IMFPA) & NCNDA
Page 5 of 6
ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARIES ABOVE
NOTARY PUBLIC
ON THIS DATE OF : ……………………………, 2009
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]
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.
………………………………………….
BANK OFFICER 1 SIGNATURE
BANK OFFICE NAME : TITLE :
TELEPHONE: EMAIL: PIN NUMBER :
BANK NAME
BANK ADDRESS :
BANK TEL :
SWIFT / ABA:
IBAN NUMBER :
TODAY’S DATE :
[SEAL]
………………………………………….
BANK OFFICER 1 SIGNATURE
BANK OFFICE NAME : TITLE :
TELEPHONE: EMAIL: PIN NUMBER :
BANK NAME
BANK ADDRESS :
BANK TEL :
SWIFT / ABA:
IBAN NUMBER :
TODAY’S DATE :
[SEAL]
END OF DOCUMENT
IRREVOCABLE M ASTER FEE PROTECTION AGREEMENT (IMFPA) & NCNDA
Page 6 of 6
