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INTERNATIONAL CHAMBER OF COMMERCE (I.C.

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

NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)


AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
. 2011/001. Date: XXXXXXX, 2011
This Agreement is made and executed in connection with the below referenced
Scrap Rail Sale-Purchase Contract between XXXXXXXX as Buyer and PDVSA VENEZUELA as Seller.

Contract No. :2011/ 001


Type of Contract :NCND / IFP Master Agreement
Subject to :Purchase and Sale Contract No.
Buyer's Company Name:
Represented by :
Seller's Company Name:
Product :
Origin:
Contracted Product Quantity :
Contract Period:12 Months (xxxxxxMT per Month)
Destination :
Price:US$
Business Facilitator:
Commission Paid by Buyer under IMFPA:
Commission Paid by Buyer to:
Principal Paymaster for:
NON-CIRCUMVENTION, NON-DISCLOSURE
AND WORKING AGREEMENT (NCNDA)

IRREVOCABLE MASTER FEE PROTECTION


AGREEMENT (IMFPA)

: ____

: ____

WHEREAS the undersigned Parties wish to enter into1. We, the undersigned, XXXXXXXXXX, herein further referred
this Agreement to define certain parameters of theas the Buyers, represented herein by Mr. XXXXXXX, under
future legal obligations among them, are bound by apenalty of perjury in the applicable international law, do hereby
duty of Confidentiality with respect to their sources and
irrevocably confirm and irrevocably accept to pay the commission
contacts.
This duty is in accordance with the
fees stated in Clause 6 herein
International Chamber of Commerce rules and

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 1 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

practices;

below to the named fee beneficiaries at the same time and in the
manner as the Buyer is being paid by us for each Product
WHEREAS the undersigned desire to enter a working
shipment under the above referenced Scrap Rail Sale-Purchase
business relationship to the mutual and common benefit
of both Parties hereto, including their affilia- tes,Contract (herein after called Contract) up to full completion
subsidiaries, stockholders, partners, co-ventures,thereof plus its rollovers and extensions.
trading partners, and other associated organizations;
2. We, the Buyers, warrant and irrevocably confirm that based
In view of the high importance of the proposedon the executed and effective Contract and upon signature of the
business relationship, no agreements or otherpresent IMFPA Agreement (herein after called Agreement) - we
documents will be drawn up and signed off by any of the
will order and direct our below designated bank to issue and
Parties until the Parties participating in this deal accept
and sign a previously coordinated Agreement by and automatically implement payment orders to the amount of
commission fees in favor of the beneficiaries named below in
between them on non-circumvention;
Clause 6.
3. Furthermore, we, the Buyers, confirm that all these pay
The present Agreement is executed in connection with orders according to provisions of Clause 6 hereof, will
the above referenced Scrap Rail Sale-Purchase
automatically transfer funds as directed, into beneficiaries
Contract. The signing Parties to the present
Agreement are properly represented companies whosedesignated bank accounts not later than 3 (three) banking
names and signatures are affixed on the signaturedays after the date of closing and completion of each shipment
of the Product during the entire Contract term plus its any
sheet hereof;
WHEREAS the Parties intend to conclude a businessextensions and rollovers. For the purpose of clarity, we confirm
confidential
Agreement,
which
if
successfullythat the closing and completion of each shipment of the Product
implemented within the timeframe set by the Parties,shall be deemed to take place when the corresponding letter of
will be connected closely to the conditions, documents
pertaining to this business, and also to conditions of thecredit / payment instrument issued by the Buyer's has been
present Agreement on non-circumvention and non-drawn down at the counters of the issuing bank.
disclosure, and also considering aspiration of the
Parties to ensure confidentiality of the above stated 4. We, the Buyers, undertakes to provide all beneficiaries with
deal and to keep in secret the numbers and codes of all written evidence of the pay orders lodged with our bank together
banks, sources, phones, faxes, telex, telegraph, CUCIP
with acknowledgements of their acceptance. Furthermore, our
and SWIFT codes, and names and addresses of
associates, clients, bank personnel, business andbank will be instructed by us to provide duly signed and stamped
trading agents, and also financial sources andacknowledgement of this instruction as set out herein forming
agreements and any other significant informationpart of this Agreement. It is understood that for the purposes of
becoming confidential during performance by thethis Agreement, our bank shall be the same bank used to pay the
Parties of their respective obligations, directly or Buyer under the Contract and this IMFPA Agreement is executed
indirectly;
exclusively in connection with the said Contract.
NOW THEREFORE in consideration of the mutual
promises, assertions and covenants herein and other
good and valuable considerations, the receipts of which 5. We the undersigned, being the Buyers named legally
is acknowledged hereby, the Parties hereby agree, asauthorized representative as stated in the signed and legally

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 2 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
follows:

1.

binding Scrap Metal Used Rail, unconditionally agree and

undertake to approve and originate all payments in USD


currency to all of the beneficiaries named herein below as their
. The Parties will not in any manner solicit, nor acceptrightful and payable commissions. This Agreement also acts as a
any business in any manner from sources or their record confirming the commission amounts for each named
affiliates, which sources were made available through beneficiary as set out below.
this Agreement, without the express permission of the
Party who made available the
6. TOTAL COMMISSION FEES UNDER THE PRESENT
TERMS AND CONDITIONS

NCND / IFP Master Agreement : 2011/001:

source, and

. The present and subsequent deals of the PartiesUS $ xxx (xxx) US DOLLARS per 1 (One) USG of total
and between the Parties, and also their agents andXXXX USG. AND IS PAID BY THE BUYER IN FAVOR OF THE
representatives, will be carried out exclusively on aBELOW SPECIFIED BENEFICIARY ACCORDING TO THE
confidential basis and will stay strictly confidential for allFOLLOWING AMOUNT:
concerned for the entire term of their validity, and
The above stated total commission amount is unconditionally
C. The Parties undertake not to circumvent each other paid by the Buyer during the Contracts entire validity according
and not to try to conclude any deals both directly, and to the pay orders and within the timeframe set forth in Clause 2
through other legal and physical persons, representedand Clause 3 of this Agreement accepted by the
by one Party to the other Party, using information on Buyers bank, into the below designated account of the
commission
fee disbursers (herein after called Principal
numbers and codes of all banks,
sources, phones, faxes, telex, telegraph, CUSIP and Paymaster as Party to the present Agreement, and after
SWIFT, and also names and addresses of associates, reciprocal bank confirmations of the payment by the Buyer. The
clients, bank personnel, business and trading agents, above said commission is unconditionally transferred by the
and also about financing sources and agreements and Buyer according to payment details submitted to him by the Fee
other significant data which directly or indirectly can Beneficiary in the following amount:
become confidential during performance by the Parties
BENEFICIARY : Business Facilitator:
obligations taken previously, and
D. The Parties also undertake to not circumvent not Total $ XXX per 1 (One) USG of the total contracted volume
only each other, but also any other persons, business of the Product (XXXX USG.) = US$XXXX ( XXXXXMillion
contacts, agreements and deals which can be submitted US Dollars)
by one Party directly and indirectly, not to come into
contact directly or indirectly, to not allow, nor charge and Above stated commission fee amount is unconditionally
authorize a third party to introduce business contacts to distributed by the Business Facilitator as Principal Paymaster
these persons, and not to acquaint them with business via bank wire transfer to the below Sellers and Buyers
affairs directly or indirectly. This Agreement will be Intermediaries Group Beneficiaries accounts as submitted
binding for all Parties participants of the present and according to their individual Sub Fee Protection Agreements
subsequent deals, and also their agents, employees, being executed with the Principal Paymaster and accepted by
representatives, associates and relatives for the the Principal Paymasters bank - at the time of signing the
duration of this Agreement, starting from its signing present Agreement by and between the Buyer and the Principal
date, and
Paymaster According to SuB-IFPA

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 3 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
E. The Parties undertake to timely inform each other
about activity on the deal and in case of need at once7. TERMS AND CONDITIONS:
present to the other Party upon its request allThis Irrevocable Master Fee Protection Agreement is valid for five
correspondence, agreements, copies of documents(5) years after its signing, takes effect from the effective
including documents sent by facsimile / e-mail, and
continually inform each other on all activity during the date of the above referenced Contract and covers the initial
Contract and shall include any of its renewals, extensions,
tem of the present Agreement. All documents, copies, rollovers, additions or any new or transfer contracts any how
including those sent via facsimile / e-mail should haveoriginated from this transaction because of the above facilitators
identical legal power as documents sent and receivedor changing codes of the initial Contract entered into by and
between the Seller and Buyer.
by reliable post communication means, and
This Irrevocable Master Fee Protection Agreement and any
F. The Parties understand and agree that confidentialsubsequently issued pay orders shall be assignable, transferable
character of the prospective deal, its procedures and and divisible and shall not be amended without the express
written and notarized consent of the receiving beneficiary.
methods of execution are the significant property of
All Parties hereof undertake neither to circumvent nor to attempt
to circumvent either for the transaction of the current Contract or
both Parties and in case of a breach of the Agreementin the future for a period of five (5) years from the date of the
the Parties will incur serious losses, both on the presentexecution of this Agreement.
and on subsequent deals. In case of detection of anyThis document binds all Parties, their employees, associates,
breach of provisions and conditions of non-transferees, assignees, successors, heirs and/or designees.
circumvention by one of the Parties, the deal(s) isAll faxed and/or e-mailed signatures shall be considered as
original signatures for the purpose of binding all Parties to this
subject to immediate termination short of completing it
Agreement. This document may be signed in any required
(them). The guilty Party shall pay to the affected Partynumber of counterparts all of which taken together shall
the penalty at a rate of all planned sum of the income constitute as being one and the same instrument.
and will lose the right to obtain a share of the income Any provision of this document can only be amended by the
which will instead cover the forced expenses of theParties through mutual agreement in writing signed off by all
affected Party including but not limited to all legal costs,Parties concerned.
to recover damages to the affected Party and/or its
business partners, and
Furthermore, we unconditionally agree that any and all
commissions due shall be paid to the beneficiaries as a result of
G. In presence of incontestable proofs of guilt in theany extension or rolls of the afore referenced Contract and
breach of the Agreement by the guilty Party, theundertake to effect all necessary bank documentation without any
affected Party is exempted from execution of undue delays to ensure such commissions are paid throughout
obligations of non-disclosure of concrete factsthe entire duration of this Agreement and the underlying Contract.
pertaining to the Agreement, and other significant
information necessary for the affected Party whileWe, the Buyers, confirm that the terms of sale and purchase of
the Product and implementation of respective Seller/Buyer
presenting claims to the guilty Party.
mutual obligations are stipulated exclusively within the above
H. In case of disclosure and circumvention duringsaid Contract. The commission fee bbeneficiaries named above
execution of the present deal, including disclosure toin the present Agreement both from the Seller side and Buyer
third parties, without prior mutual agreement, of side, are acting strictly as their agents and/or consultants and

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 4 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
information on commercial terms, received bonuses andshall have no liability whatsoever towards the Seller and/or
commissions agreed by the Parties to be paid out forBuyer and their respective agents, mandates and/or personnel in
contribution to the successful implementation of the dealrespect of any obligations undertaken by the Seller and Buyer
and all other related transactions, the affected Partyunder the Contract.
with due observance of the law, has the right not to be The beneficiaries specified above in this Agreement and acting
limited only by obtaining material redress in the form of as agents and/or consultants - shall not be responsible either for
cash recompense, but also may pursue to bring theobservance by the Buyer and Seller of the terms and conditions
guilty Party to responsibility under other law violationsof the Contract executed by and between them, and/or for
for breaching terms and conditions of this Agreement, compensation of damage, negligence, misrepresentation and
and
other legal and financial liability in connection with any losses
and/or damage of any nature incurred by the Buyer and/or
I. This Agreement is valid for any and all transactions Seller, and their respective
between the Parties hereof and is governed by the
enforceable law in all Commonwealth Countries,mandates, and/or intermediaries and/or personnel in the
European Union Countries, USA Courts, or by Swissperformance by them of the above said Contract, including,
Law; and in the event of dispute, the arbitration laws of without limitation, such financial and legal consequences as
the above states will apply, with the signing Parties incidental, direct or consequential (indirect) damage, loss of
hereby accepting selected jurisdiction of Orlando,profit, loss of opportunity, loss of business, etc.
8. PARTIAL INVALIDITY:
Florida as the exclusive venue, and
The illegality, invalidity and non-enforceable provision(s) of this
J. The duration of the Agreement shall perpetuate fordocument under the laws of any jurisdiction shall not question its
five (5) years from last date of signing by both Partieslegality, validity or enforceability under the law of any other
and comes into force from the effective date of thejurisdiction or provision.
above stated Scrap Rail Sale-Purchase Contract.
9. GOVERNING LAW AND JURISDICTION:
This document shall be governed and construed in accordance
with the current Swiss Law or I.C.C 400/500/600 rules for Non
2. AGREEMENT TO TERMS
Circumvention and Non Disclosure recognized by the Parties.
10. ARBITRATION:
A. Signatures on this Agreement received by the way ofAll Parties agree to refer any disputes between the Parties
facsimile, mail and/or e-mail shall be an executedarising out of or in connection with this Agreement including any
contract as hard copies thereof exchanged by the questions regarding its existence, validity or termination - to
Parties and lodged with their respective banks.
arbitration rules of the international Arbitration Centre (I.A.C) in
B. This Agreement shall be enforceable and admissible Zurich, Switzerland.
for all purposes as may be necessary under the terms 11. AGREEMENT TO TERMS:
Signatures on this Agreement received by the way of facsimile,
of the Agreement.
mail and/or e-mail shall be an executed contract as hard copies
C. The Parties confirm that they have read attentivelythereof exchanged by the Parties and lodged with their
the foregoing Agreement and have completelyrespective banks.
understood and unconditionally accepted its provisions This Agreement shall be enforceable and admissible for all
and conditions which are binding and are directed not purposes as may be necessary under the terms of the
only to protect interests of both Parties, but also thoseAgreement.
of their lawful representatives, successors, heirs and The Parties confirm that they have read attentively the
foregoing Agreement and have completely understood and
assignees.

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 5 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
unconditionally accepted its provisions and conditions which are
D. All signatories hereto acknowledge that by theirbinding and are directed not only to protect interests of both
signatures they have full necessary authority to execute Parties, but also those of their lawful representatives,
this Agreement for and in the name of the Party forsuccessors, heirs and assignees.
All signatories hereto acknowledge that by their signatures
which they have given their signature.
they have full necessary authority to execute this Agreement for
and in the name of the Party for which they have given their
signature.
ACCEPTED AND AGREED BY THE PARTIES WITHOUT CHANGE
(Electronic signatures are valid and accepted as hand signatures)

1.

2.

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)


EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this
Agreement.
As
applicable,
this
Agreement
shall
Incorporate:
U.S. Public Law 106-229, Electronic Signatures in Global and National Commerce Act or such other applicable law
conforming to the UNCITRAL Model Law on Electronic Signatures (2001).
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations
Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
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.

COMPANY, BANK DETAILS AND SIGNATURES OF THE PARTIES:

BUYER
BUYER COMPANY DETAILS:

BUYER BANK DETAILS:

Company Name
and Reg No.:

BELOW NAMED BANK IS DESIGNATED BY BUYER


AS COMMISSION FEE PAYING BANK

Company Address:

Buyers Bank Name:

Represented by:

Buyers Bank Address:

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 6 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

Nationality /
Passport No.:

Buyer Account Name:

Tel:

Buyer Account

E-mail :

SWIFT Code:
Bank Officer:
Bank Tel:
Bank Fax:

Buyers Payment
Instructions to Bank:

BUYER COMPANY
SIGNATURE AND
SEAL:

Total Commission Payable


Under This Agreement for
Distribution To Fee
Beneficiaries:

US$ 4,800,000.00 ( Four Millions and Eight Hundreds


Thousands US Dollars) ACORDING TO SUB-IFPA

SEPTEMBER 27, 2011

REPRESENTATIVE
PASSPORT:

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 7 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

SIGNATURE:

DATE:
The S.W.I.F.T. or Clear stream text message covering all remittances shall clearly state the following:
REQUIRED MESSAGE CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL
CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST
FROM BUYERS BANK: ORIGINS, FOR SAME DAY SETTLEMENT. Remitter is known to us. This is done with full banking
responsibility and we are satisfied as to the source of the funds sent us.

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 8 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

SPECIAL
INSTRUCTIONS:

PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL a notification
immediately upon each tranche transfer payment together with the transactions code(s) to:

UNAUTHORISED CONTACT WITH BUYER AND / OR BUYERS BANK CANCELLS THIS AGREEMENT.
ALL BANK CHARGES ARE TO THE FEE BENEFICIARIES ACCOUNT

BUYER MANDATE
BUYER MANDATE COMPANY DETAILS:

BUYER MANDATE BANK DETAILS:

Company Name
and Reg No.:

BELOW NAMED BANK IS DESIGNATED BY BUYER


AS COMMISSION FEE PAYING BANK

Company Address:

Buyers Bank Name:

Represented by:

Buyers Bank Address:

Nationality /
Passport No.:

Buyer Account Name:

Tel:

Buyer Account

E-mail :

SWIFT Code:
Bank Officer:
Bank Tel:
Bank Fax:

Buyers Payment
Instructions to Bank:

Total Commission Payable


Under This Agreement for
Distribution To Fee
Beneficiaries:

US$ 3,000,000.00 ( Three Millions US Dollars) ACORDING TO


SUB-IFPA

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 9 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

BUYER COMPANY
SIGNATURE AND
SEAL:

SEPTEMBER 27, 2011

REPRESENTATIVE
PASSPORT:

SIGNATURE:

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 10 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

DATE:
The S.W.I.F.T. or Clear stream text message covering all remittances shall clearly state the following:
REQUIRED MESSAGE CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL
CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST
FROM BUYERS BANK: ORIGINS, FOR SAME DAY SETTLEMENT. Remitter is known to us. This is done with full banking
responsibility and we are satisfied as to the source of the funds sent us.
SPECIAL
INSTRUCTIONS:

PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL a notification
immediately upon each tranche transfer payment together with the transactions code(s) to:

UNAUTHORISED CONTACT WITH BUYER AND / OR BUYERS BANK CANCELLS THIS AGREEMENT.
ALL BANK CHARGES ARE TO THE FEE BENEFICIARIES ACCOUNT

BUYER AGREE TO PAY TO THE PAYMASTER BELOW


PRINCIPAL PAYMASTER DETAILS:

PAYMASTER BANK DETAILS:

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 11 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Company Name
and Reg No.:

BELOW NAMED BANK IS DESIGNATED BY BUYER


AS COMMISSION FEE PAYING BANK

Company Address:

Paymasters Bank
Nam e:

Represented by:

Paymasters Bank
Address:

Nationality /
Passport No.:

Account #:
Account Name:

Tel:

SWIFT Code:
Bank Officer Email

E-mail :

Bank Officer:
Bank Tel:
Bank Fax:
Paymaster Payment
Instructions to
Bank

Total Commission Payable


Under This Agreement for
Distribution To Fee
Beneficiaries:

US$ 1,800,000.00 (One Million and Eight Hundreds Thousands


US Dollars): According to Sub-IFPA

PRINCIPAL
PAYMASTER
SIGNATURE AND
SEAL:

PASSPOSeptember 27th, 2011


RT::

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 12 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

SIGNATURE:

DATE:
The S.W.I.F.T. or Clear stream text message covering all remittances shall clearly state the following:
REQUIRED MESSAGE CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING
FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS, FOR SAME
FROM BUYERS BANK: DAY SETTLEMENT. Remitter is known to us. This is done with full banking responsibility and we are
satisfied as to the source of the funds sent us.
SPECIAL
INSTRUCTIONS:

PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL a notification
immediately upon each tranche transfer payment together with the transactions code(s) to:
ALL BANK CHARGES ARE TO THE FEE BENEFICIARIES ACCOUNT

END OF DOCUMENT
_______________________________________________________________________________
NCDA AND IMFP AGREEMENT No.2011/001
Date: September 27th, 2011
Page 13 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
________

NOTARY PUBLIC

ON THIS___DAY OF__________________ 2011


THE UNDERSIGNED INDIVIDUAL NAMED ________________________________(Buyer), HOLDING
THE PASSPORT NUMBER _________________________APPEARED BEFORE ME, PROOFING TO BE
THE INDIVIDUAL DESCRIBED IN THE PRESENTED DOCUMENT AND WHO EXECUTED THE
FREGOING INSTRUMENT, AND ACKNOWLEDGED THAT HE EXECUTED THE SAME AS HIS
FREE WILL AND DEED WITHOUT ANY RESERVATION
MY COMMISSION EXPIRES:

_______________________
NOTARY PUBLIC

[SEAL]

ADDRESS:

TELEPHONE:

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 14 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)


NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

Buyer Bank Endorsement


This irrevocable payment order has been lodged with us and will be executed as per
instructions above.

______________________________
Bank Officer Name:
Title:
Pin Number:
Bank Name:
Seal:

Date: ________________ _____, 2011

NCDA AND IMFP AGREEMENT No.2011/001


Date: September 27th, 2011
Page 15 of 15
BUYER:
Vicioso

BUYER MASTER:

PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.

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