INTERNATIONAL CHAMBER OF COMMERCE (I.C.

C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

BUYER :
SELLER :

Contract Code :
Seller’s Code :
Buyer’s Code :
Type of deal :
Product : SUGAR ICUMSA 45
Product Origin : BRAZIL
Contract Quantity :
Contract Period :
Delivery Terms :
Unit Price US $
Total contract value
Seller’s Name :
Seller’s side Representative :
Buyer’s Name :
Buyer’s side Representative :
Contract Date :

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 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 Seller,
Agreement to define certain parameters of the future legal under penalty of perjury do hereby irrevocably confirm
and irrevocably accept to pay all intermediaries and fee
obligations, are bound by a duty of Confidentiality with
holders at the same time and in a manner as the seller is
respect to their sources and contacts. This duty is in being paid for each and every transaction of this contract
accordance with the International Chamber of Commerce. up to the completion of the contract plus rollovers and
extensions and in accordance with the bank details to be
specified in this contract.
WHEREAS the undersigned desire to enter a working We, the SELLER, irrevocably confirm that we will order
business relationship to the mutual and common benefit of and direct our bank to endorse automatic payment orders
to the beneficiaries named below; furthermore, We, the
the parties hereto, including their affiliates, subsidiaries,
SELLER, confirm that all pay orders shall automatically
stockholders, partners, co-ventures, trading partners, and transfer funds as directed into each beneficiaries
other associated organizations (hereinafter referred to as designated bank account within 1 (one) day after the
“Affiliates”). 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.
NOW THEREFORE in consideration of the mutual promises, For the purpose of clarity, we confirm that the closing and
assertions and covenants herein and other good and completion of each and every shipment shall be deemed
to take place when the letter of credit issued by the buyer
valuable considerations, the receipts of which is
has been drawn down at the counters of the issuing
acknowledged hereby, the parties hereby agree as follows: bank.

We, the SELLER, agree to provide all beneficiaries with

1. TERMS AND CONDITIONS
written evidence of the pay orders lodged with our bank
A. The parties will not in any manner solicit, nor together with acknowledgements of their acceptance.
accept any business in any manner from sources Furthermore, our bank shall be instructed to provide duly
signed and stamped acknowledgement of this instruction
or their affiliates, which sources were made
as set out in the annex. Forming part of this agreement. It
available through this agreement, without the is understood that for the purposes of this Master Fee
express permission of the party who made Protection Agreement, our bank shall be the same bank
available the source and, and this IMFPA acts as an integral part of it.

B. The parties will maintain complete confidentiality We the undersigned being BUYER or the seller named
regarding each other business sources and/or legally authorized representative as stated within the
their Affiliates and will disclose such business signed and legally binding main transaction, contract
unconditionally agree and undertake to approve and
sources only to the named parties pursuant to the
originate all payments in USD currency to all
express written permission of this party who made beneficiaries named below as their rightful and payable
available the source, and, commissions. This agreement also acts as a record
confirming the commission amounts for each named
C. That they will not in any of the transactions the
beneficiary as set out below:-
parties are desirous of entering into and do, to the
best of their abilities assure the other that the TOTAL COMMISSION SHALL BE PAID BY THE
SELLER AS FOLLOWS:-
transaction codes established will not be affected.
The amount of delivered refinery should be settled as
D. That they will not disclose names, addresses, e- herein stated to be transferred into the account as
mail address, telephone and tele-fax or telex follows:
numbers to any contacts by either party to third BUYER side 1 USD$ /[MT] [BBL] (Open)
parties and that they each recognize such SELLER side 1 USD$ /[MT] [BBL] (Open)
contracts as the exclusive property of the
TERM & CONDITIONS:
respective parties and they will not enter into any This master fee protection agreement covers the initial
contract and shall include any renewals, extensions,

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 direct negotiations or transactions with such rollovers, additions or any new or transfer contract any
contracts revealed by the other party and how originated from this transaction because of the
above intermediaries or changing codes of the initial
E. That they further undertake not to enter into
contract entered into between the BUYER and SELLER.
business transaction with banks, investors,
sources of funds or other bodies, the names of This master fee protection agreement and any
subsequently issued pay orders shall be assignable,
which have been provided by one of the
transferable and divisible and shall not be amended
F. Parties to this agreement, unless written without the express written and notarized consent of the
permission has been obtained from the other party receiving beneficiary. All parties agree neither to
circumvent nor to attempt circumvent either for the
(ies) to do so. For the sale of this agreement, it
transaction of this current contract or in the future for a
does not matter whether information obtained from period of five (5) years from the date of the execution of
a natural or a legal person. The parties also this fee protection agreement. This document binds all
undertake not to make use of a third party to parties, their employees, associates, transferees and
assignees or designees.
circumvent this clause.
G. That in the event of circumvention of this All faxed and/or e-mailed signatures shall be considered
Agreement by either party, directly or indirectly, the as original signatures for the purpose of binding all
parties to this agreement. This document may be signed
circumvented party shall be entitled to a legal
& in any number of counterparts all of which shall be
monetary penalty equal to the maximum service it taken together and shall constitute as being one & the
should realize from such a transaction plus any same instrument.
Any party may enter into this document and the
and all expenses, including but not limited to all
agreement constituted thereby by signing any
legal costs and expenses incurred to recover the counterpart any time, date or period mentioned in any
lost revenue. provision of this document shall only be amended by
agreement in writing and signed off by all parties
H. All considerations, benefits, bonuses, participation
concerned.
fees and/or commissions received as a result of
the contributions of the parties in the Agreement, Furthermore, we agree that any and all commissions due
relating to any and all transactions will be allocated shall be paid to the beneficiary as a result of any
extension or rolls of the contract and that we shall effect
as mutually agreed. all necessary documentation with our bank without any
I. This Agreement is valid for any and all transaction undue delays to ensure such commissions and paid
between the parties herein and shall be governed within the terms of the agreement.

by the enforceable law in All Commonwealth

PARTIAL INVALIDITY:
Country’s, European Union Country’s, USA The illegality, invalidity and non-enforceable provision of
Courts, or under Swiss Law in Zurich, in the event this document under the laws of any jurisdiction shall not
affect its illegality, validity or enforceability under the law
of dispute, the arbitration laws of states will apply.
of any other jurisdiction or provision.
J. The signing parties hereby accept such selected
jurisdiction as the exclusive venue. The duration GOVERNING LAW AND JURISDICTION:
This document shall be governed & construed in
of the Agreement shall perpetuate for five (5)
accordance with current English or I.C.C 400/500/600
years from last date of signing. signed between partners NCND laws.

2. AGREEMENT TO TERMS ARBITRATION:

All parties agree to refer any disputes between the
A. Signatures on this Agreement received by the way parties arising out of or in connection with this agreement
of Facsimile, Mail and/or E-mail shall be an including any questions regarding its existence, validity
executed contract. Agreement enforceable and or termination to arbitration rules of the international
arbitration centre (I.A.C). The appointed arbitrator shall
admissible for all purposes as may be necessary
hold the proceedings in any country chosen by the
under the terms of the Agreement. parties and the rules of the IAC shall apply.
B. All signatories hereto acknowledge that they have This document is signed and accepted by parties named
below as to be included in the main contract.
read the foregoing Agreement and by their initials

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 and signature that they have full and complete
authority to execute the document for and in the
name of the party for which they have given their
signature.

“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
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 NOTARY PUBLIC
ON THIS DATE BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,
PERSONALLY APPEARED 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
[SEAL]

NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION

WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

THE BUYER
NAME : ACCEPTED BY US WITH BELOW BANK DETAILS

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 :

Web Address : Bank phone

Today’s Date :

SIGNATURE
&
SEAL

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 NOTARY PUBLIC
ON THIS DATE BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,
PERSONALLY APPEARED 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
[SEAL]

NON-CIRCUMVENTION, NON-DISCLOSURE IRREVOCABLE MASTER FEE PROTECTION

& WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

THE SELLER
NAME : ACCEPTED BY US WITH BELOW BANK DETAILS

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 # :

Web Address: Bank Fax # :

Today’s Date :

SIGNATURE
&
SEAL

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
Page 6 of 10
 NOTARY PUBLIC
ON THIS DATE BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,
PERSONALLY APPEARED 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
[SEAL]

ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARIES ABOVE

NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION

WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

SELLER’S FACILITATOR (Seller’s Intermediary) – Group 1

Paymaster for the Group SELLER side
NAME : Commission :

Passport # : Beneficiary’s Name:

Nationality : Account Name :

Company Name : Account # :

Designation : Bank Name :

Address : Bank Address :

Telephone # : Swift Code :

ABA /
Fax # :
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
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 NOTARY PUBLIC
ON THIS DATE BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,
PERSONALLY APPEARED 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
[SEAL]

NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION

WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

BUYER’S MANDATE (Buyer’s Intermediary) – Group 1

Paymaster for the Groups buyer side
Commission
NAME :
Size with
rolls
Passport # : Beneficiary’s Name:

Nationality : Account Name :

Company Name : Account # :

Designation : Bank Name :

Address : Bank Address :

Telephone # : Swift Code :

ABA /
Fax # :
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
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 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]

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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 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.

___________________________
1st BANK OFFICER SIGNATURE
BANK OFFICE NAME:
TITLE:
PIN NUMBER:
BANK NAME:
BANK ADDRESS:
BANK TEL:
TODAY’S DATE:
[SEAL]

___________________________
2nd BANK OFFICER SIGNATURE
BANK OFFICE NAME:
TITLE:
PIN NUMBER:
BANK NAME:
BANK ADDRESS:
BANK TEL:
TODAY’S DATE:
[SEAL]

END OF DOCUMENT

Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement
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