NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT
(NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Contract No
Seller’s Code :
Buyer’s Code :
Type of Deal :
Product :
Product Origin :
Contract Quantity :
Contract Period :
Delivery Terms :
Price and Commission :
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 We, the undersigned herewith referred as the
Agreement to define certain parameters of the future SELLER, under penalty of perjury do hereby
legal obligations, are bound by a duty of irrevocably confirm and irrevocably accept to pay
Confidentiality with respect to their sources and
all intermediaries and fee holders at the same
contacts. This duty is in accordance with the
International Chamber of Commerce. time and in a manner as the seller is being paid
WHEREAS the undersigned desire to enter a working for each and every transaction of this contract up
business relationship to the mutual and common to the completion of the contract plus rollovers
benefit of the parties hereto, including their affiliates, and extensions and in accordance with the bank
subsidiaries, stockholders, partners, co-ventures, details to be specified in this contract.
trading partners, and other associated organizations We, the SELLER, irrevocably confirm that we
(hereinafter referred to as “Affiliates”).
will order and direct our bank to endorse
NOW THEREFORE in consideration of the mutual
promises, assertions and covenants herein and other automatic payment orders to the beneficiaries
good and valuable considerations, the receipts of named below; furthermore, We, the SELLER,
which is acknowledged hereby, the parties hereby confirm that all pay orders shall automatically
agree as follows: transfer funds as directed into each beneficiary’s
designated bank account within 1 (one) day
after the date of closing and completion of each
and every shipment of the product during the
contract term plus any/or extensions and rollover
of the specified contract. For the 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
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 1 of 11
BUYER has been drawn down at the counters of the
issuing bank.
1. TERMS AND CONDITIONS
We, the BUYER, agree to provide all beneficiaries with
A. The parties will not in any manner solicit, nor
written evidence of the pay orders lodged with our bank
accept any business in any manner from sources together with acknowledgements of their acceptance.
or their affiliates, which sources were made Furthermore, our bank shall be instructed to provide duly
signed and stamped acknowledgement of this instruction
available through this agreement, without the
as set out in the annex. Forming part of this agreement. It
express permission of the party who made is understood that for the purposes of this Master Fee
available the source and, Protection Agreement, our bank shall be the same bank
B. The parties will maintain complete confidentiality and this IMFPA acts as an integral part of it.
regarding each other business sources and/or We, the Buyer, agree that the terms of Purchase and Sale
of the Commodity shall be as per Contract between (as
their Affiliates and will disclose such business SELLER) and..................(as BUYER). Beneficiaries named
sources only to the named parties pursuant to the below under Seller side beneficiary and Buyer side
beneficiary are respectively acting strictly as their Agents /
express written permission of this party who made Mandates and or Intermediaries. Agents / Mandates and or
Intermediaries shall have no liability whatsoever towards the
available the source, and, Seller and/or Buyer (and their respective Agents or
C. That they will not in any of the transactions the intermediaries) on account of default under the contract by
Seller and/or Buyer. Agents/ Mandates and or Intermediaries
parties are desirous of entering into and do, to the or their officers, partners, directors and employees shall not
best of their abilities assure the other that the be liable under any theory of contract, strict liability,
negligence, misrepresentation or other legal equitable theory
transaction codes established will not be affected. for any loss of damage of any nature incurred by Buyer
and/or Seller and their respective Mandate/Agents or
D. That they will not disclose names, addresses, e- intermediaries in the performance of the contract(s) between
mail address, telephone and tele-fax or telex Buyer and Seller. Agents / Mandates and or Intermediaries
shall not be liable to Buyer and/or Seller and their respective
numbers to any contacts by either party to third Mandate/Agents or intermediaries for any special, incidental
parties and that they each recognize such or consequential (indirect) or contingent damages, such as
but not limited to, loss of profit, loss of opportunity, loss of
contracts as the exclusive property of the business, etc.
respective parties and they will not enter into any We the undersigned being the BUYER or the Buyer‟s
direct negotiations or transactions with such named legally authorized representative as stated within
the signed and legally binding main transaction, contract
contracts revealed by the other party and
unconditionally agree and undertake to approve and
E. That they further undertake not to enter into originate all payments in USD currency to all
business transaction with banks, investors, beneficiaries named below as their rightful and payable
commissions. This agreement also acts as a record
sources of funds or other bodies, the names of
confirming the commission amounts for each named
which have been provided by one of the beneficiary as set out below:-
F. Parties to this agreement, unless written
TOTAL COMMISSION US$ 10.00 per MT SHALL BE
permission has been obtained from the other party PAID BY THE BUYER and THE SELLER AS
(ies) to do so. For the sale of this agreement, it FOLLOWS:-
does not matter whether information obtained from
Seller Mandate US$5.00/MT as contract condition
a natural or a legal person. The parties also
Buyer Side US$5.00MT as contract condition
undertake not to 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 initial
Agreement by either party, directly or indirectly, contract and shall include any renewals, extensions,
rollovers, additions or any new or transfer contract any
the circumvented party shall be entitled to a legal
how originated from this transaction because of the
monetary penalty equal to the maximum service it above intermediaries or changing codes of the initial
should realize from such a transaction plus any contract entered into between the BUYER and SELLER.
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 2 of 11
and all expenses, including but not limited to all
This master fee protection agreement and any
legal costs and expenses incurred to recover the subsequently issued pay orders shall be assignable,
lost revenue. transferable and divisible and shall not be amended
without the express written and notarized consent of the
H. All considerations, benefits, bonuses, participation
receiving beneficiary. All parties agree neither to
fees and/or commissions received as a result of circumvent nor to attempt circumvent either for the
the contributions of the parties in the Agreement, transaction of this current contract or in the future for a
period of five (5) years from the date of the execution of
relating to any and all transactions will be allocated
this fee protection agreement. This document binds all
as mutually agreed. parties, their employees, associates, transferees and
I. This Agreement is valid for any and all transaction assignees or designees.
between the parties herein and shall be governed All faxed and/or e-mailed signatures shall be considered
by the enforceable law in All Commonwealth as original signatures for the purpose of binding all
parties to this agreement. This document may be signed
Countries, European Union Countries, USA
and in any number of counterparts all of which shall be
Courts, or under Swiss Law in Zurich, in the event taken together and shall constitute as being one and the
of dispute, the arbitration laws of states will apply. same instrument.
J. The signing parties hereby accept such selected Any party may enter into this document and the
agreement constituted thereby by signing any
jurisdiction as the exclusive venue. The duration
counterpart any time, date or period mentioned in any
of the Agreement shall perpetuate for five (5) provision of this document shall only be amended by
years from last date of signing. agreement in writing and signed off by all parties
concerned.
2. AGREEMENT TO TERMS Furthermore, we agree that any and all commissions due
shall be paid to the beneficiary as a result of any
Signatures on this Agreement received by the way of extension or rolls of the contract and that we shall effect
Facsimile, Mail and/or E-mail shall be an executed all necessary documentation with our bank without any
contract. Agreement enforceable and admissible undue delays to ensure such commissions and paid
within the terms of the agreement.
for all purposes as may be necessary under the
PARTIAL INVALIDITY:
terms of the Agreement.
The illegality, invalidity and non-enforceable provision of
All signatories hereto acknowledge that they have this document under the laws of any jurisdiction shall not
read the foregoing Agreement and by their initials affect its illegality, validity or enforceability under the law
of any other jurisdiction or provision.
and signature that they have full and complete
authority to execute the document for and in the GOVERNING LAW AND JURISDICTION:
This document shall be governed and construed in
name of the party for which they have given their accordance with current English or I.C.C 400/500/600
signature. 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.
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 3 of 11
“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
Page 4 of 11
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
THE BUYER
NAME : ACCEPTED BY US WITH BELOW BANK DETAILS
Passport # : XXXXXXXXX XXXXXXXXXXXXXXXX
Nationality : Account Name :
Company Name
Bank Account # :
:
Designation : Bank Name :
Address : Bank Address :
Telephone # : Swift Code :
Fax # : ABA / Routing # :
Mobile # :
Email
Bank Telephone # :
Address :
Web Address
Bank Fax # :
:
Today’s Date : XXXXXXXXX XXXXXXXXXXXXXXXX
SIGNATURE
&
SEAL
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 5 of 11
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
THE SELLER
NAME : Anatoly.M.Sukhorukov ACCEPTED BY US WITH BELOW BANK DETAILS
Passport # : 55№ 9723499
Nationality : Russia Account Name : UFA REF JSC
Company Name
: UFA REFINERY JSC Bank Account : 40817840104260004216
Designation
: CEO Bank Name : VTB BANK
109429,kapotnya,2 NO, 43 VORONTSOVSKAYA
STREET, MOSCOW, 109044,
Address : Kvartal 1/3 Bank Address : RUSSIA.
Moscow,Russia
Telephone #
: +7(495)-6277-356 Swift Code : CBGURUMM
Fax # :
+7(495)-6277-356 Bank Officer : VLADIMIROVICH .S. BORIS
Mobile # :
+ Bank Email [email protected]
Email Address
: [email protected]
[email protected]
Web Address
:
Today’s Date
: 23th /09/2010
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 6 of 11
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
BUYERS Paymaster 1
NAME : Commission : Total US$ 2.50/MT
Passport # : Beneficiary’s 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 Telephone # :
Today’s Date : Bank Fax # :
SIGNATURE
&
SEAL
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 7 of 11
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
SELLERS Paymaster
NAME : Samir Kewargis Commission : Total US$ 5.00 MT
Passport # : ZOR5CMPN8 Beneficiary’s Name : Samir Kewargis
Nationality : Iraqi Account Name : Samir Kewargis, KA Expim
Company Name : KA Expim Samir Kewargis Account # : DE90820510000163005656
Sparkasse
Designation : General Direction Bank Name :
Mitteltuehringen
Bertuchstrasse 34 Anger 25/26
Address : Bank Address :
99423 Weimar 99084 Erfurt
Telephone # : +49 3643 85 70 87 Swift – BIC Code : HELADEF1WEM
Fax # : +49 3643 85 70 86 Bank Officer : Robert Kindervater
Mobile # : +49 176 811 83 051 Bank Telephone # : +49 3643 236 19 713
Email Address : [email protected] Bank Fax # : +49 3643 236 48 709
Today’s Date : 23.09.2010 XXXXXXXXX XXXXXXXXXXXXXXXX
SIGNATURE
&
SEAL
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 8 of 11
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
Buyers Paymaster 2
NAME : Babatunde Ogunjobi Commission Total US$ 2,50/MT
Passport # : A01264071 Beneficiary’s Name : Babatunde Ogunjobi
DE93505400280421687500
Nationality : Nigerian Account Name :
Company Name
: Cruise Energy Account # : 421687500
Designation : CEO Bank Name : Commerzbank AG
Hanauer Landstrasse 129, Kaiserstrasse 74,
Address : Bank Address :
60314 Frankfurt/Main 63065 O ffenbach / Main
Telephone # : +49 69 – 577 088 59 Swift Code : COBADEFFXXX
Fax # : +49 69 – 577 088 60 Bank Officer : Wolfgang Gross
Mobile # : +49 160 5930128 Bank Telephone # : +49 69 82001-0
Email Address
: [email protected] Bank Fax # : +49 69 82001-292
Today’s Date : 23.09.2010 XXXXXXXXX XXXXXXXXXXXXXXXX
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 9 of 11
SIGNATURE
&
SEAL
ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARIES ABOVE
Text Message: The S.W.I.F.T. or Clear stream text message covering all
remittances shall clearly state the following: "CLEAN, CLEARED, LIEN FREE
AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON
COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS,
KNOWN BY BUYER’S OR SELLER’S CODE: "XXXXXXXXXXXX/XXXXXXXXXX",
FOR SAME DAY SETTLEMENT."
NOTE:
THE BENEFICIARIES SHALL HAVE THE ABSOLUTE RIGHT TO AMEND OR ALTER HIS
RECEIVING BANK AT ANY TIME THROUGHOUT THE DURATION OF THE CONTRACT BY
GIVING NOTE IN WRITING TO THE PAYEE OF HIS REQUIREMENT TO CHANGE RECEIVING
BANK.
NOTARY PUBLIC
ON THIS DAY .
BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED MR.
, HOLDING PASSPORT NO. , C.E.O. OF &
LTD., TO ME KNOWN TO BE THE INDIVIDUAL DESCRIBED IN AND WHO EXECUTED THE
FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT HE EXECUTED THE SAME AS HIS
FREE ACT AND DEED.
MY COMMISSION EXPIRES:
[SEAL]
NOTARY PUBLIC
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 10 of 11
Bank Endorsement
This irrevocable payment order has been lodged with us and will be executed as per instructions
above.
1st Bank Officer
Name:
Title:
Pin Number:
Bank Name:
Seal:
Date:..............., 2010
2nd Bank Officer Name:
Title:
Pin Number:
Bank Name:
Seal:
Date:..............., 2010
END OF DOCUMENT
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 11 of 11
