Loi
Loi
Loi
Considerando que, el abajo firmante desea entrar en este acuerdo para definir ciertos
parámetros de las futuras obligaciones jurídicas, están sujetos a un deber de confianza con
respecto a sus fuentes y contactos.Este deber está de acuerdo con la Convención Internacional
de la cámara de Comercio (I.C.C. 619).
WHEREAS the undersigned desire to enter a working business relationship to the mutual and
common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders,
partners, co-ventures, trading partners, and other associated organizations (hereinafter referred
to as “Affiliates”).
WHEREAS all beneficiaries, intermediaries facilitators and Mandates involved under this
Agreement are herein after jointly referred to as “Beneficiary and/or Beneficiaries”.
WHEREAS, Buyer is designated to pay Beneficiaries named below in the IMFPA here under
which form an integral part of this NCNDA and the Transaction.
WHEREAS, the Contract referred to hereinafter is related to the above mentioned transaction
(see above mentioned table) between Buyer and Seller. This document applies to this, and any
future spot or contract purchases for any products and commodities that may take place between
the respective Buyer and Seller named. The Beneficiaries referred to herein to be compensated
for those current and future transactions in accordance with the principles set forth in this
agreement.
Considerando que la , las partes firmantes están mutuamente deseosas de hacer negocios con
respecto a la organización, compra y venta y en la cooperación entre sí y con terceras partes
para beneficio mutuo.Este acuerdo se hace y celebrado en esta fecha, se obliga a los
empleadores firmantes partes y socios, asociados, empleados, afiliados, subsidiarias, empresas
matrices, cualquier candidatos, clientes, representantes, sucesores y cesionarios que se refieren
el como "Las partes" conjuntamente solidariamente, mutuamente y recíprocamente términos y
condiciones expresamente del estado y acuerdo se puede consultar en cualquier documento (s),
o las condiciones, términos y acuerdos escritos se aplican al intercambio de información de
financiera de acuerdo a la información, los nombres personales o corporativos, contratos por o
que partes, extensión, modificación de rollover, renegociaciones o nuevo acuerdo conocido
como "La transacción" para compra y venta de productos.
1. Información confidencial
1.1 The intending parties propose to disclose certain of its confidential and proprietary
information (the "Confidential Information") to each other. Confidential Information shall
include all data, financial information, and other information disclosed or submitted, orally, in
writing, or by any other media.
1.2 The intending parties disclose this information due to their desire to enter into a working
business relationship to mutual benefit of the parties hereto, including their affiliates,
subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated
organizations (herein after referred to as "Affiliates").
1.3 The intending parties shall in course normal business proceedings, disclose names of clients
information considered confidential in terms of this agreement
1.4 The documents will not be passed, under circumstance, to another individuals not end
buyers or suppliers without prior written consent of party(s).
3. Acuerdo de no revelar
3,1 "las partes" acuerdan que información debe ser considerada confidencial y sostenido en
confianza, no utiliza que para los propósitos de su negocio entre partes y divulgada sólo a sus
funcionarios, directores, o accionistas con un específico necesitan saber.
3.2 “The Parties” acknowledge responsibility for disclosure to selected persons as per
3.3 “The Parties” irrevocably agree that they shall not disclose or otherwise reveal directly or
indirectly to a third party any confidential information provided by one party to the other or
otherwise acquired, contract terms, product, prices, fees, financial agreement, schedules and
information concerning the identity of the sellers, producers, buyers, lenders, borrowers,
brokers, distributors, refiners, manufacturers, technology owners, or their representatives or
mandated representatives and specifically individuals names, addresses, principals, or
telex/fax/telephone numbers, references product or technology information and/or other
information advised by one party(s) to be one another confidential or privileged specific written
consent of the party(s).
3.4 “The Parties” acknowledge that the existence of this Contract shall remain confidential and
shall not be disclosed to any third party without the written agreement of the other party.
5. AGREEMENT TO INFORM
5.1 In specific deals where one of “The Parties” acting as an agent allows the buyers or buyers’
mandates, and the seller or sellers’ mandates to deal directly with one another, the agent shall be
informed of the transactions by receiving copies of the correspondence made between the buyer
or buyer’s mandate and the seller, and by the seller or seller’s mandate and the buyer.
5.2 Any e-mail communication between buyers or buyers’ mandates, and the seller or sellers’
mandates shall include in copy Party(s) introduced and/or who made possible their direct
communication.
6. TERM
6.1 This agreement shall be valid for five (5) years commencing from the date of this
agreement.
6.2 This agreement has an option to renew for a further period of five (5) years subject to and
upon the terms and conditions agreed between both parties.
6.3 This agreement shall apply to:
All transactions originated during the term of this agreement; and
All subsequent transactions that are follow up, repeat, extended or renegotiated
transactions originated during the term of this agreement.
8. SPECIFIC UNDERTAKING
8.1 Without detracting from the generality of this agreement, “The Parties” understand that the
agreement holds particular relevance to concepts, methodologies and business strategies relating
with specific reference to sourcing Commodities.
We the undersigned herewith referred as the Buyer, under penalty of perjury do hereby
irrevocably confirm and irrevocably accept to pay Beneficiary and fee holders at the same time
and in a manner as the Seller is being paid for each and every 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 the hard copies of this contract.
We, the Buyer irrevocably confirm that we will instruct and direct our bank to honor automatic
payment orders to the beneficiaries named below; furthermore, we, the Buyer, confirm that all
pay orders shall automatically transfer funds as directed into each beneficiaries 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 buyer has
been drawn down at the counters of the issuing bank.
We, the Buyer, agree to provide beneficiary with written evidence of the pay orders lodged
with our bank together with acknowledgements of their acceptance. Forming part of this
agreement, it is understood that for the purposes of this Irrevocable Master Fee Protection
Agreement, our bank shall be the same bank as for the Contract and this IMFPA acts as an
integral part of it.
We, the Buyer, agrees that the terms of Purchase and Sale of the Commodity shall be as per
Contract between Seller and Buyer. Beneficiary named below is acting strictly as our Agent and
or Mandate shall have no liability whatsoever towards the Seller and/or Buyer (and their
respective Agents or intermediaries or their officers, partners, directors and employees) on
account of default under the contract by Seller and/or Buyer. Beneficiary shall not be liable
under any theory of contract, strict liability, negligence, misrepresentation or other legal
equitable theory for any loss of damage of any nature incurred by Buyer and/or Seller and their
respective Mandate/Agents or intermediaries in the performance of the contract(s) between
Buyer and Seller as well as Beneficiary shall not be liable to Buyer and/or Seller and their
respective Mandate/Agents or intermediaries for any special, incidental or consequential
(indirect) or contingent damages such as but not limited to loss of profit, loss of opportunity,
loss of business, etc.
As it is stated in the Contract, this Irrevocable Master Fee Protection Agreement (IMFPA) is
bearing identical Contract number, Buyer and Seller transaction codes, as the Contract. The
Buyer and the Seller as principals and the Buyer as Payor, irrevocably commits themselves to
swift transfer, upon settlement of the exchange of total contractual amount, or after each partial
exchange or each Tranche, including all rolls and extensions. Immediately upon every Tranche
exchange, the Buyer shall release and swift wire transfer the funds in the form of Euro for
payment of the consultancy fees to Intermediary, to the bank accounts designated by the
Intermediary in this IMFPA by swift, free of legal impediments and free of any deductions,
including bank transfer fees and routine banking delays, and with instruction: “Urgent Swift,
Credit Same Day Value”.
This IMFPA will remain in force including if Contract Numbers is changed and applies to any
and all extensions, rollovers and / or increases of / or within this transaction. ICC RULES and
all latest versions apply to this transaction. In the event that a death occurs of the Beneficiary in
this agreement, compensation will be designated to its beneficiaries.
All parties agree not to circumvent, avoid, bypass or obviate each other directly or indirectly to
avoid payment of commissions or fees in any transaction pending, or in the future, for as long as
a contract shall remain in force between two principals, or, for a period of five (5) years from
the date of execution of this agreement should no contract result. At no time shall either party
disclose or otherwise reveal to any third party any confidential information, code or reference
and or any such information advised to the other party as being confidential or privileged
without the formal written permission of the other party.
We, the undersigned being the Buyer, as stated within the signed binding main transaction,
contract unconditionally agree, commit ourselves and undertake to approve, transfer and
originate all payments upon settlement of each tranche exchanged, including all rolls and
extensions, to Beneficiary named below as its rightful and payable commissions. This
agreement also acts as a record confirming the commission amounts for the named Beneficiary
as set out below:-
All Wire Transfers shall incorporate the below Text Message and a copy of Bank Wire Transfer
slip shall be emailed to beneficiary email address and for legal verification and documentation
pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with
Bank.
Text Message: “clean, cleared, lien free and unencumbered funds, earned from financial
consulting fees on commercial enterprises of non-criminal and non-terrorist origins, known
by Contract Code or Buyer’s Transaction Code, and are payable in cash immediately upon
receipt by beneficiary’s bank. ”For immediate Credit, Instant Cash Payment and same day
settlement and value »
This Irrevocable Master Fee Protection Agreement and any subsequently issued pay orders are
under the ICC rules and follow the same rules and condition of the NCNDA herein which form
an integral part of it.
This Irrevocable Master Fee Protection Agreement and any subsequently issued pay orders shall
not be amended without the express written and notarized consent of the receiving Intermediary.
All parties agree neither to circumvent nor to attempt circumvent either for the transaction of
this current contract or in the future for a period of five (5) years from the date of the execution
of this fee protection agreement. This document binds all parties, their employees, associates,
transferees and assignees or designees.
All faxed and/or e-mailed signatures shall be considered as original signatures for the purpose
of binding all parties to this agreement. This document may be signed & in any number of
counterparts all of which shall be taken together and shall constitute as being one and the same
instrument. 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 amended by agreement in writing and signed off by all parties concerned.
Furthermore, We, Buyer, agree that any and all commissions due shall be paid to the
Beneficiary as a result of any extension or rolls of the 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.
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.
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 ICC. Place of arbitration: Head Office of the International Chamber of
Commerce in Paris – France.
This Agreement contains the entire agreement of the parties with respect to the subject matter
hereof and shall be effective on and from the date of its signature.
“Accepted and agreed without change (Electronic signature is valid and accepted as hand
signature)
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT - CODE
BANK IBAN NUMBER
BANK OFFICER
BANK TELEPHONE / FAX +
SELLER INFORMATION
SELLER COMPANY NAME
REPRESENTED BY
ADDRESS
TELEPHONE / FAX +
/MOBILE
E-MAIL
BUYER FACILITATORS GROUP#2: shall receive (0.50%) zero point fifty percent to
include any possible rollovers and Extensions to be paid by the Buyer to the bank
accounts designated. This amount is payable to the designated paymaster bank account,
upon the closing of each and every tranche for the duration of the contract and
including all rolls and extensions.
BENEFICIARIES
PAYMASTER
PASSPORT № / COUNTRY
ADDRESS
TELEPHONE / FAX
E-MAIL ADDRESS
BANK NAME
BANK ADDRESS
ACCOUNT №
ACCOUNT NAME
ABA ROUTING №
SWIFT CODE
BANK OFFICER
TELEPHONE / FAX
E-MAIL ADDRESS
PRE ADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE
WIRING INSTRUCTIONS TRANSFER. Please send E-mail notification with
the TRANSACTION CODE: immediately per each remittance to:
The SWIFT or transfer instructions covering all remittances shall
clearly state the following: “Clean, cleared, lien-free, and
unencumbered funds, earned from consulting fees on
REQUIRED MESSAGE
commercial enterprises of non-criminal and non-terrorist origins,
known by TRANSACTION CODE: payable in cash immediately
upon receipt by the Beneficiary’s bank.”
COMMISSION / FEES BREAKDOWN
SELLER’S SIDE FEES
SELLER GROUP: shall receive ……………………………………………..to include
any possible rollovers and Extensions to be paid by the Buyer to the bank accounts
designated. This amount is payable to the designated paymaster bank account, upon
the closing of each and every tranche for the duration of the contract and including all
rolls and extensions.
NAME
ADDRESS
NATIONALITY/PASSPORT
N°
TEL / MOBILE +
FAX +
EMAIL ADDRESS
BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT CODE
IBAN NUMBER
BANK OFFICER
BANK TEL +
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO
WIRE TRANSFER & Email a notification immediately
SPECIAL INSTRUCTIONS upon each transfer payment together with the Contract code,
to:-----------------------------. All Wire Transfers shall
incorporate below Text Message
“Clean, cleared, lien free and unencumbered funds, earned
from financial consulting fees on commercial enterprises of
non-criminal and non-terrorist origins, known by Contract
TEXT MESSAGE Code, and are payable in cash immediately upon receipt by
beneficiary’s bank.”For immediate Credit, Instant Cash
Payment and same day settlement and value »
This agreement also acts as a record confirming the commission amounts for the named
Beneficiary as set out here above:-
SIGNED BY THE BUYER - AUTHORIZED SIGNATORY:
I hereby swear under the International Laws of Perjury and Fraud that the information provided
by me herein is accurate and true and that I have read and understood and agreed the full
contract. Signed and sealed on the date indicated below by the signature.
Date: September xxth 2010
Company Name:
Represented by:
Passport N°/Country:
Issue date/Expiry date:
NOTARY PUBLIC
Before me, the undersigned Notary Public personally appeared the following:
M. ------
Holding ---------------- Passport N°: ---------------------
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:
[SEAL]
_________________________
Notary Public Signature
Officer Name:
Title:
Notary Public Name:
Address:
Tel:
Today’s date:
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.
We, the bank officers, acting on behalf of the Buyer, will irrevocably pay the Beneficiary, the
amount of consultancy fees as per the NCNDA & MFPA signed and sealed without any change
and discussions.
Buyer’s bank
_____________________ _____________________
Bank officer 1 signature Bank officer 2 signature
[Seal] [Seal]
I, the Buyer, hereby order my bank to irrevocably pay the Beneficiary, the amount of
consultancy fees here above mentioned in this Agreement.