Ncnda Imfpa

INTERNATIONAL CHAMBER OF COMMERCE (I.C.
C
400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE &
WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
(IMFPA)
------------------------------------------------------------------------
-----------------
SELLER:
BUYER:
DATE: XX/XX/2011
CONTRACT CODE :
SELLERS CODE:
BUYERS CODE:
TYPE OF CONTRACT :
PRODUCT ORIGIN :
QUANTITY :
CONTRACT PERIOD :
DESTINATION :
PAYMENT TERM :
NET PRICE :
SELLERS NAME :
SELLERS SIDE
REPRESENTATIVE:
BUYERS NAME :
BUYERS SIDE
REPRESENTATIVE
SELLERS MANDATE:
BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS

INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
Page 1 of 10
NON-CIRCUMVENTION, NON- IRREVOCABLE MASTER FEE PROTECTION
DISCLOSURE & WORKING AGREEMENT AGREEMENT (IMFPA)
(NCNDA)
WHEREAS the undersigned wish to enter into We the undersigned herewith referred as
this Agreement to define certain parameters of the , under penalty of perjury do hereby
the future legal obligations, are bound by a irrevocably confirm and irrevocably accept to
duty of Confidentiality with respect to their pay all intermediaries and fee holders at the
sources and contacts. This duty is in same time and in a manner as the seller is being
accordance with the International Chamber of paid for each and every transaction of this
Commerce. contract up to the completion of the contract
plus rollovers and extensions and in accordance
WHEREAS the undersigned desire to enter a with the bank details to be specified in the hard
working business relationship to the mutual copies of this contract.
and common benefit of the parties hereto,
including their affiliates, subsidiaries, We, the SELLER, irrevocably confirm that we
stockholders, partners, co-ventures, trading will order and direct our bank to endorse
partners, and other associated organizations automatic payment orders to the beneficiaries
(hereinafter referred to as Affiliates). named below; furthermore, We, the SELLER,
confirm that all pay orders shall automatically
NOW THEREFORE in consideration of the transfer funds as directed into each beneficiaries
mutual promises, assertions and covenants designated bank account within 1 (one) day
herein and other good and valuable after the date of closing and completion of each
considerations, the receipts of which is and every shipment of the product during the
acknowledged hereby, the parties hereby contract term plus any/or extensions and rollover
agree as follows: of the specified contract. For the purpose of
clarity, we confirm that the closing and
1. TERMS AND CONDITIONS completion of each and every shipment shall be
A. The parties will not in any manner deemed to take place when the letter of credit
solicit, nor accept any business in any issued by the buyer has been drawn down at the
manner from sources or their counters of the issuing bank.
affiliates, which sources were made
available through this agreement, We, SELLER, agrees to provide all beneficiaries
without the express permission of the with written evidence of the pay orders lodged
party who made available the source with our bank together with acknowledgements
and, of their acceptance. Furthermore, our bank shall
B. The parties will maintain complete be instructed to provide duly signed and
confidentiality regarding each other stamped acknowledgement of this instruction as
business sources and/or their set out in the annex. Forming part of this
Affiliates and will disclose such agreement. It is understood that for the
business sources only to the named purposes of this Master Fee Protection
parties pursuant to the express Agreement, our bank shall be the same bank
written permission of this party who and this IMFPA acts as an integral part of it.
made available the source, and,
C. That they will not in any of the We the undersigned being SELLER or the
transactions the parties are desirous seller named legally authorized representative
of entering into and do, to the best of as stated within the signed and legally binding
their abilities assure the other that main transaction, contract unconditionally agree
the transaction codes established will and undertake to approve and originate all
not be affected. payments in USD currency to all beneficiaries
D. That they will not disclose names, named below as their rightful and payable
addresses, e-mail address, commissions. This agreement also acts as a

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telephone and tele-fax or telex record confirming the commission amounts for
numbers to any contacts by either each named beneficiary as set out below:-
party to third parties and that they
each recognize such contracts as the TOTAL COMMISSION SHALL BE PAID BY THE
exclusive property of the respective SELLER AS FOLLOWS:-
parties and they will not enter into The amount of delivered refinery should be
any direct negotiations or settled as herein stated to be transferred into
transactions with such contracts the account as follows:
revealed by the other party and
E. That they further undertake not to
enter into business transaction with
banks, investors, sources of funds or
other bodies, the names of which
have been provided by one of the
F. Parties to this agreement, unless
written permission has been obtained SELLER side USD$ __ /MT per
from the other party (ies) to do so.
For the sale of this agreement, it does each DELIVERY as a contract
not matter whether information condition (open)
obtained from a natural or a legal
person. The parties also undertake
not to make use of a third party to
circumvent this clause.
BUYER side USD$ __ /MT per
G. That in the event of circumvention of each DELIVERY as a contract
this Agreement by either party, condition (open)
directly or indirectly, the
circumvented party shall be entitled
TERM & CONDITIONS:
to a legal monetary penalty equal to
This master fee protection agreement covers the
the maximum service it should
initial contract and shall include any renewals,
realize from such a transaction plus
extensions, rollovers, additions or any new or
any and all expenses, including but
transfer contract any how originated from this
not limited to all legal costs and
transaction because of the above intermediaries
expenses incurred to recover the lost
or changing codes of the initial contract entered
revenue.
into between the BUYER and SELLER.
H. All considerations, benefits, bonuses,
participation fees and/or commissions
This master fee protection agreement and any
received as a result of the
subsequently issued pay orders shall be
contributions of the parties in the
assignable, transferable and divisible and shall
Agreement, relating to any and all
not be amended without the express written and
transactions will be allocated as
notarized consent of the receiving beneficiary. All
mutually agreed.
parties agree neither to circumvent nor to
I. This Agreement is valid for any and
attempt circumvent either for the transaction of
all transaction between the parties
this current contract or in the future for a period
herein and shall be governed by the
of five (5) years from the date of the execution
enforceable law in All
of this fee protection agreement. This document
Commonwealth Countrys,
binds all parties, their employees, associates,
European Union Countrys, USA
transferees and assignees or designees.
Courts, or under Swiss Law in Zurich,
in the event of dispute, the
All faxed and/or e-mailed signatures shall be
arbitration laws of states will apply.
considered as original signatures for the purpose
J. The signing parties hereby accept
of binding all parties to this agreement. This
such selected jurisdiction as the
document may be signed & in any number of
exclusive venue. The duration of the
counterparts all of which shall be taken together
Agreement shall perpetuate for five
and shall constitute as being one & the same
(5) years from last date of
instrument.
signing.
Any party may enter into this document and the
agreement constituted thereby by signing any
counterpart any time, date or period mentioned
in any provision of this document shall only be

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amended by agreement in writing and signed off
by all parties concerned.
2. AGREEMENT TO TERMS
A. Signatures on this Agreement Furthermore, we agree that any and all
received by the way of Facsimile, Mail commissions due shall be paid to the beneficiary
and/or E-mail shall be an executed as a result of any extension or rolls of the
contract. Agreement enforceable contract and that we shall effect all necessary
and admissible for all purposes as documentation with our bank without any undue
may be necessary under the terms of delays to ensure such commissions and paid
the Agreement. within the terms of the agreement.
B. All signatories hereto acknowledge
that they have read the foregoing PARTIAL INVALIDITY:
Agreement and by their initials and The illegality, invalidity and non-enforceable
signature that they have full and provision of this document under the laws of any
complete authority to execute the jurisdiction shall not affect its illegality, validity
document for and in the name of the or enforceability under the law of any other
party for which they have given their jurisdiction or provision.
signature.
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.

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NON-CIRCUMVENTION, NON-DISCLOSURE IRREVOCABLE MASTER FEE PROTECTION
& WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
THE PRINCIPAL SELLER
NAME :
ID NO / Beneficiarys
Passport # Name :
Account Name
Nationality :
:
Company
IBAN Code:
Name
Designation
Bank Name :
:
Bank
Address :
Address :
Telephone #
Swift Code :
:
Fax # : Bank Officer:
Bank
Mobile # :
Telephone :
Email
Bank Fax # :
Address:
Todays
Date :

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

PUBLIC, PERSONALLY APPEARED THE PERSON TO ME
KNOWN TO BE THE INDIVIDUALS DESCRIBED HEREIN
AND WHO EXECUTED THE FOREGOING INSTRUMENT,
SIGNATURE AND ACKNOWLEDGED THAT THEY EXECUTED THE SAME
& AS THEIR FREE ACT AND DEED.
SEAL
______________________________________________
NOTARY PUBLIC SIGNATURE & SEAL
SPECIAL PRE-ADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL NOTIFICATION
INSTRUCTIONS IMMEDIATELY UPON EACH TRANCHE TRANSFER PAYMENT TOGETHER WITH THE TRANSACTION
CODE(S) TO:
REQUIRED ALL TRANSFER INSTRUCTIONS SHALL STATE: FUNDS ARE CLEAN AND CLEAR, OF NON-
MESSAGE CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARYS
BANK.

THE PRINCIPAL BUYER
Beneficiarys
NAME :
Name :
ID NO / Account
Passport # Name :
Nationality : Account # :
Company
Bank Name :
Name
Address : Bank Address :
Telephone #
SWIFT Code :
:
Fax # : IBAN:
Email
Bank Officer :
Address:
Todays Bank
Date : Telephone :

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Page 6 of 10

SEAL
______________________________________________
CODE(S) TO:
BANK.

THE BUYER MANDATE
NAME : Commission :
Passport # Name :
Account
Nationality :
Name :
Company
Account # :
Name
Designation
Bank Name :
:
Telephone #
Swift Code :
:
Fax # : IBAN :
Email
Bank Phone:
Address:

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Page 7 of 10
Todays
Bank fax:
Date :
Paymaster:

SEAL
MY COMMISSION EXPIRES:
______________________________________________
CODE(S) TO: ceo@bioproy.com
BANK.

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Page 8 of 10
INTERMEDIARY
NAME : ) Commission :
Passport # Name :
Account
Nationality :
Name :
Company
Account # :
Name
Designation
Bank Name :
:
Telephone #
Swift Code :
:
Fax # : IBAN :
Email
Bank Phone:
Address:
Todays
Bank fax:
Date :
Paymaster:

SEAL
______________________________________________
CODE(S) TO:
BANK.

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Page 9 of 10
ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARIES
ABOVE
NOTARY PUBLIC
ON THIS DATE OF ___ _________, 2011
BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSOALLY 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.
_______________________________
NOTARY PUBLIC SIGNATURE
OFFICER NAME:
TITLE:
NOTARY PUBLIC NAME:
ADDRESS:
TEL:
TODAYS 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:
PIN NUMBER:
BANK NAME:
BANK ADDRESS:
BANK TEL:
TODAYS DATE:
[SEAL]
_______________________________
BANK OFFICER 2 SIGNATURE
BANK OFFICE NAME:
TITLE:
PIN NUMBER:
BANK NAME:
BANK ADDRESS:
BANK TEL:
TODAYS DATE:
[SEAL]
END OF DOCUMENT
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INTERNATIONAL CHAMBER OF COMMERCE (I.C.

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS

This document is signed and accepted by parties

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS

THE PRINCIPAL SELLER

Fax # : Bank Officer:

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS

ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY

NON-CIRCUMVENTION, NON-DISCLOSURE IRREVOCABLE MASTER FEE PROTECTION

THE PRINCIPAL BUYER

Address : Bank Address :

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS

ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY

NON-CIRCUMVENTION, NON-DISCLOSURE IRREVOCABLE MASTER FEE PROTECTION

THE BUYER MANDATE

Address : Bank Address :

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS

NOTARY PUBLIC ATTESTATION

ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS

Address : Bank Address :

NOTARY PUBLIC ATTESTATION

ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS

ON THIS DATE OF ___ _________, 2011

TO ME KNOWN TO BE THE INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE

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ON THIS DATE OF _ _______, 2011