Ncnda - Imfpa Formal

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The key takeaways are that this document outlines a non-circumvention, non-disclosure, and working agreement between parties to define legal obligations and maintain confidentiality regarding business sources and contacts.

The purpose of this agreement is to enter a working business relationship between the parties to their mutual benefit and define parameters around soliciting or accepting business from each other's sources without permission.

The agreement outlines terms around non-solicitation of each other's sources, maintaining confidentiality of sources, allocation of commissions and benefits, duration of the agreement, and signatures being accepted via fax/email.

SELLER’S LETTERHEAD

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 600)


NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT

SELLER’S NAME PT.

SELLER’S SIDE
REPRESENTATIVE

BUYER’S NAME

BUYER’S SIDE
REPRESENTATIVE
CONTRACT DATE

CONTRACT NUMBER

WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations,
are bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in accordance with the
International Chamber of Commerce.
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”).
NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable
considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:

1. TERMS AND CONDITIONS


A. The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which
sources were made available through this agreement, without the express permission of the party who made available the
source and,
B. The parties will maintain complete confidentiality regarding each other’s business sources and/or their Affiliates and
will disclose such business sources only to the named parties pursuant to the express written permission of this party who
made available the source, and,
C. That they will in all of the transactions the parties are desirous of entering into and do, act to the best of their abilities
and assure the other that the transaction codes established will not be affected.
D. That they will not disclose names, addresses, e-mail address, telephone and tele-fax or telex numbers to any
contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective
parties and they will not enter into any direct negotiations or transactions with such contracts 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 Parties to this agreement, unless written permission has been obtained
from the other party(s) to do so. For the sake of this agreement, it does not matter whether information obtained from a
natural or a legal person the parties also undertake not to make use of a third party to circumvent this clause.
F. That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall
be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and
all expenses, including but not limited to all legal costs and expenses incurred to recover any lost revenue.
G. All considerations, benefits commissions received as a result of the contributions of the parties in the Agreement,
relating to any and all transactions will be allocated as mutually agreed.
H. This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable

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SELLER’S LETTERHEAD

law in both parties’ countries, All Commonwealth Countries, European Union Countries, USA Courts, or under Swiss
Law in Zurich, in the event of dispute, the arbitration laws of the United Kingdom will apply.
I. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall
perpetuate for xxxxxxxxx from fist date of signing or as per the reference SPA has been signed.

2. AGREEMENT TO TERMS
A. Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be ACCEPTED AS an
executed Contract Agreement, enforceable and admissible for all purposes as may be necessary under the terms of the
Agreement.
B. All signatories hereto acknowledge that they have read the foregoing Agreement and AS EVIDENCED by their initials
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.

3. ACCEPTED AND AGREED WITHOUT CHANGE


# Electronic signature is valid and accepted as hand signature #

For Seller:

Name : Mr.

Company : PT.
Address :
Tel :
Passport No. :
Designation : President Director

Sign/Seal :
Date & Time :

For Intermediary:

Name :
Passport :
Address :

:
Phone :

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SELLER’S LETTERHEAD

Email :

Sign / Seal :
Date & Time :

Fee Protection and Payment Order Agreement


“ Considered as an integral part of this contract”

Contract No
Commodity Indonesian Nickel
Origin Indonesia
Destination

Quantity

Price

Succes Fees & USD $


Commissions As per IMPFA and Contract For Every and Each Delivery

Buyer’s Name
Represented by

(Sign and Seal)


Seller’s Name
Represented by

(Sign and Seal)

We, the undersigned, herein referred as the seller and the buyer, under penalty of perjury do hereby irrevocably
confirm and irrevocably accept to pay all intermediaries 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 any and all rollovers and
extensions, and in accordance with the bank details to be specified, herein this irrevocable Master Fee Protection and
Payment Order Agreement.

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SELLER’S LETTERHEAD

We, the Seller, irrevocably confirm that we will order and direct our bank to endorse our Standing Bank Instruction
for automatic payment orders to the beneficiaries named below. furthermore, we, the Seller confirm that all pay orders shall
automatically be remitted via transferred funds as directed into each beneficiary’s designated bank account within One (1)
banking day after the date of the closing and the completion of each and every shipment of the product during the contract
term plus any/or extensions and rollover of the specified contract, noted in the above Non-Circumvention Non-Disclosure
Working Agreement section of this document.
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 our receiving bank.
We, the Seller, agree to provide all beneficiaries with written evidence of the pay orders lodged with our bank
together with acknowledgements of our receiving bank’s standing bank instruction acceptance for One (1) day remittances.
Furthermore, our bank shall be instructed to provide duly signed and stamped acknowledgement of this instruction as set out
in the annex, forming part of this agreement. It is understood that for the purposes of this Master Fee Protection Agreement,
our bank shall be the same bank and this MFPA acts as an integral part the Sales & Purchase Agreement contract.
We, the undersigned, being the Seller, named the legally authorized representative as stated within the signed and
legally binding main transaction contract, unconditionally agree and undertake to approve and originate all payments in USD
currency (current exchange rate to be IDR to beneficiary’s accounts) all beneficiaries named below as their rightful and
payable Service Fees and Commissions. This agreement also acts as a record confirming the commission amounts for each
named beneficiary as set out below;

The Beneficiary(s) allows the Seller to deduct the withholding Tax for Ten Percent (10 %) of the total amount of the
benefit.
FOR Indonesia Goverment

TERM & CONDITIONS


This master fee protection agreement covers the initial contract and shall include any renewals, extensions, rollovers,
additions or any new or transfer contract any how originated from this transaction because of the above intermediaries or
changing codes of the initial contract entered into between the buyer and seller.
This master fee protection agreement and any subsequently issued pay orders shall be assignable, transferable and divisible
and shall not be amended without the express written and notarized consent of the receiving beneficiary. All parties agree to
neither circumvent, nor attempt to 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 and 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 at any time, date
or period. Any provision(s) of this document shall only be amended by agreement in writing and signed off by all parties
concerned.
Furthermore, we 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 similarly with our bank without any undue delays to
ensure such commissions and ARE paid within the terms of the agreement.
PARTIAL INVALIDITY:
The illegality, invalidity and non-enforceable provision of this document under the laws of any prior noted jurisdiction shall
not affect its legality, validity or enforceability under the law of any other jurisdiction or provision.
GOVERNING LAW AND JURISDICTION:
This document shall be governed and construed in accordance with current English or I.C.C 600 signed between partners
NCND laws.
ARBITRATION:

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SELLER’S LETTERHEAD

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 the arbitration rules of UNCITRAL under the under the
International Court of Arbitration of the ICC. The appointed arbitrator shall hold the proceedings in any country chosen by
the parties and the rules of the ICC shall apply.
This document is signed and accepted by parties named below as to be included in the main contract.

SELLER’S BANKING INFORMATION:


1. Name Bank :
2. Address of Bank :

3. Account Name :
4. Account Number :
5. SWIFT Code :
6. Bank Telephone Number :
7. Bank Officer Name :

INTERMEDIARY SIDE - BENEFICIARY DETAILS:-

BENECIARY

Name :
NIK :
Address :

NPWP :
Tel :
Nationality :
Bank Name :
Branch :
Bank Address :
Account Name :
Account No. :
Bank Officer :

Acceptance:

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SELLER’S LETTERHEAD

Seller: Intermediary :

……………………………………………………………. ……………………………………………………
NAME : NAME :
DATE : DATE :

: ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARY(S)

NOTARY PUBLIC

ON THIS DATE OF _, 2022

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.

MY COMMISSION EXPIRES:

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SELLER’S LETTERHEAD

NOTARY PUBLIC SIGNATURE

OFFICER NAME :
TITLE :
NOTARY PUBLIC NAME :
ADDRESS :
TEL :
TODAY’S 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 NAME :


TITLE :
PIN NUMBER :
BANK NAME :
BANK ADDRESS :
BANK TEL :
TODAY’S DATE :

[SEAL]

END OF DOCUMENT

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