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INTERNATIONAL CHAMBER OF COMMERCE(I.C.C 400/500/600)NON-CIRCUMVENTION, NON-DISCL OSURE & WORKING AGREEMENT (NCNDA)IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IM FPA) ____________________________________ BUYER : ___________ Mr. ______________ Seller: Contract Code :Seller s Code :Buyer s Code :Type of deal :Product :Product Origin :Cont act Quantity :Contract Period :Delivery Terms :Seller s Name :Seller s side Representat ve :Buyer s Name :Buyer s side Representative :Contract Date :NON-CIRCUMVENTION, NON-DI CLOSURE & IRREVOCABLE MASTER FEE PROTECTIONNon-Circumvention, Non Disclosure & W orking Agreement / Irrevocable Master Fee Protection Agreement PagePage 11 of of 1515 WORKING AGREEMENT (NCNDA)AGREEMENT (IMFPA) WHEREAS the undersigned wish to enter into thisAgreement to define certain parameters of the future legalobligations, are bound by a duty of Confidentiality withrespect to their sources and contacts. This duty is inaccordance with the International Chamber of Commerce. WHEREAS the undersigned desire to enter a workingbusiness relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, andother associated organ izations (hereinafter referred to as Affiliates ). NOW THEREFORE in consideration of the mutual promises,assertions and covenants herein and othe r good andvaluable considerations, the receipts of which isacknowledged hereby, the parties hereby agree as follows: 1.TERMS AND CONDITIONS A.The parties will not in any manner solicit, nor acceptany business in any mann er from sources or their affiliates, which sources were made available throughth is agreement, without the express permission of theparty who made available the source and,B.The parties will maintain complete confidentialityregarding each ot her business sources and/or their Affiliates and will disclose such business sou rces only tothe named parties pursuant to the express writtenpermission of this party who made available the source,and,C.That they will not in any of the trans actions the partiesare desirous of entering into and do, to the best of their ab ilities assure the other that the transaction codesestablished will not be affec ted.D.That they will not disclose names, addresses, e-mailaddress, telephone and tele-fax or telex numbers toany contacts by either party to third parties and that theyeach recognize such contracts as the exclusive propertyof the respective parties and they will not enter into anydirect negotiations or transactions with such contractsrevealed by the other party andE.That they further undertake not to enter into business We the undersigned

herewith referred as the Seller,under penalty of perjury do hereby irrevocably c onfirmand irrevocably accept to pay all intermediaries and feeholders at the sam e time and in a manner as the seller isbeing paid for each and every transaction of this contractup to the completion of the contract plus rollovers andextensio ns and in accordance with the bank details to bespecified in this contract. We, the SELLER , irrevocably confirm that we will order and direct our bank to endorse automati c payment ordersto the beneficiaries named below; furthermore, We, theSELLER , confirm that all pay orders shall automaticallytransfer funds as directed into each beneficiariesdesignated bank account within 1 (one) day after thedate of closing and completion of each and everyshipment of the product durin g the contract term plusany/or extensions and rollover of the specified contract .For the purpose of clarity, we confirm that the closing andcompletion of each a nd every shipment shall be deemedto take place when the letter of credit issued by the buyer has been drawn down at the counters of the issuingbank. We, the SELLER, agree to provide all beneficiaries with written evidence of the pay orders lodged with our banktogether with acknowledgements of their ac ceptance.Furthermore, our bank shall be instructed to provide dulysigned and sta mped acknowledgement of this instructionas set out in the annex. Forming part of this agreement. Itis understood that for the purposes of this Master FeeProtect ion Agreement, our bank shall be the same bankand this IMFPA acts as an integral part of it. We the undersigned being BUYER or the seller namedlegally authorized representative as stated within thesigned and legally binding main transaction, contractunconditionally agree and undertak e to approve andoriginate all payments in USD currency to allbeneficiaries named below as their rightful and payablecommissions. This a greement also acts as a recordconfirming the commission amounts for each namedbe neficiary as set out below:TOTAL COMMISSION SHALL BE PAID BYTHESELLERAS FOLLOWS:The amount of delivered refinery should be settled asherein stated to be transferred into the account as follows: SELLER side USD$X.XX /[MT] [BBL] (Closed)BUYER side USD$ X.XX /[MT] [ BBL] (Open ) TERM & CONDITIONS: Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee P rotection Agreement PagePage 22 of of 1515 transaction with banks, investors, sources of funds or other bodies, the names o f which have been providedby one of theF.Parties to this agreement, unless writt en permissionhas been obtained from the other party (ies) to do so.For the sale of this agreement, it does not matter whether information obtained from a natura l or a legalperson. The parties also undertake not to make use of a third party to circumvent this clause.G.That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumventedparty shall be entitled to a legal monetary penalty equalto the maximum service it should realize from such atransaction plus any and all expenses, including but notlimited to all leg

al costs and expenses incurred torecover the lost revenue.H.All considerations, benefits, bonuses, participationfees and/or commissions received as a result of thecontributions of the parties in the Agreement, relating toany and all transac tions will be allocated as mutuallyagreed.I.This Agreement is valid for any and all transactionbetween the parties herein and shall be governed by theenforceabl e law in All Commonwealth Country s,European Union Country s, USA Courts , or under Swiss Law in Zurich, in the event of dispute, thearbitration laws of states will apply.J.The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of theAgreement shall perpetuate for five (5) years from lastdate of signing . 2.AGREEMENT TO TERMS A.Signatures on this Agreement received by the way of Facsimile, Mail and/or E-m ail shall be an executedcontract. Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.B.All sign atories hereto acknowledge that they haveread the foregoing Agreement and by the ir initials andsignature that they have full and complete authority toexecute th e document for and in the name of the partyfor which they have given their signa ture.This master fee protection agreement covers the initialcontract and shall i nclude any renewals, extensions,rollovers, additions or any new or transfer cont ract anyhow originated from this transaction because of theabove intermediaries or changing codes of the initialcontract entered into between the BUYER and SELLER .This master fee protection agreement and anysubsequently issued pay orders shal l be assignable,transferable and divisible and shall not be amendedwithout the e xpress written and notarized consent of thereceiving beneficiary. All parties ag ree neither tocircumvent nor to attempt circumvent either for thetransaction of this current contract or in the future for aperiod of five (5) years from the da te of the execution of this fee protection agreement. This document binds allpar ties, their employees, associates, transferees andassignees or designees.All fax ed and/or e-mailed signatures shall be consideredas original signatures for the purpose of binding allparties to this agreement. This document may be signed& in any number of counterparts all of which shall betaken together and shall consti tute as being one & thesame instrument.Any party may enter into this document an d theagreement constituted thereby by signing anycounterpart any time, date or p eriod mentioned in anyprovision of this document shall only be amended byagreeme nt in writing and signed off by all partiesconcerned.Furthermore, we agree that any and all commissions dueshall be paid to the beneficiary as a result of anyex tension or rolls of the contract and that we shall effectall necessary documenta tion with our bank without anyundue delays to ensure such commissions and paidwi thin the terms of the agreement. PARTIAL INVALIDITY: The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall notaffect its illegality, validity or enforce ability under the lawof any other jurisdiction or provision. GOVERNING LAW AND JURISDICTION: This document shall be governed & construed inaccordance with current English or I.C.C 400/500/600 signed between partners NCND laws. ARBITRATION: All parties agree to refer any disputes between theparties arising out of or in connection with this agreementincluding any questions regarding its existence, v alidityor termination to arbitration rules of the internationalarbitration centr e (I.A.C). The appointed arbitrator shallhold the proceedings in any country cho sen by theparties and the rules of the IAC shall apply.

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee P rotection Agreement PagePage 33 of of 1515 Master NCND DownloadPrintMobileCollectionsReport Document Info and Rating contracts noncircumvention nondisclosure Follow mikeweiner Share & Embed Related Documents PreviousNext 10 p. 7 p. 14 p. 14 p. 14 p. 14 p. 12 p. 19 p. 19 p. 9 p. 8 p. 10 p. 10 p. 16 p. 2 p. 1 p. 1 p. 1 p. 77 p. 77 p. 77 p. 1 p. 20 p. 3 p. 54 p. 19 p. 16 p. 8 p. 40 p. 40 p. 40 p. 45 p. 3 p. 3 p. 1 p. 1 p. 1 p. 1 p. 6 p. 1 p. 5 p. 1 p. 1 p.

11 p. 22 p. 1 p. 9 p. 15 p. 1 p. More from this user PreviousNext 2 p. 15 p. 31 p. 25 p. 25 p. Recent Readcasters Guillermo A. Marioni Add a Comment avalon2368left a comment is reading the woman don t let download..u can download here the doc.. _NCND . 06 / 19 / 2011 Andreas Finger Andreas Fingerleft a comment This is BS! http://www.iccwbo.org/collection4/fol... 09 / 04 / 2010 Rizki Aryoleft a comment dear mr/ms i just want to download this, and want to use this as an educatio nal purpose about lecturing material of international trading. and next week i a m about teaching about chapter mediation in international or local trading. so h ow can i have your document ? please can i know how to get this ? thank you 05 / 29 / 2010 florida3320left a comment hello can you give me permission to download your document. 01 / 21 / 2010 eremaleft a comment hello, how can I download this document? 10 / 18 / 2009 Upload a Document Search Documents Follow Us! scribd.com/scribd twitter.com/scribd

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