Professional Documents
Culture Documents
C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
AND 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
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
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
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
1.
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
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
1.
2.
however, that any such request shall in no manner delay the Parties from performing their respective obligations and
duties under EDT instruments.
BUYER
BUYER COMPANY DETAILS:
Company Name
and Reg No.:
Company Address:
Represented by:
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
Nationality /
Passport No.:
Tel:
Buyer Account
E-mail :
SWIFT Code:
Bank Officer:
Bank Tel:
Bank Fax:
Buyers Payment
Instructions to Bank:
BUYER COMPANY
SIGNATURE AND
SEAL:
REPRESENTATIVE
PASSPORT:
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
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.
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
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:
Company Name
and Reg No.:
Company Address:
Represented by:
Nationality /
Passport No.:
Tel:
Buyer Account
E-mail :
SWIFT Code:
Bank Officer:
Bank Tel:
Bank Fax:
Buyers Payment
Instructions to Bank:
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
BUYER COMPANY
SIGNATURE AND
SEAL:
REPRESENTATIVE
PASSPORT:
SIGNATURE:
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
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 MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
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
PRINCIPAL
PAYMASTER
SIGNATURE AND
SEAL:
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
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.
NOTARY PUBLIC
_______________________
NOTARY PUBLIC
[SEAL]
ADDRESS:
TELEPHONE:
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.
______________________________
Bank Officer Name:
Title:
Pin Number:
Bank Name:
Seal:
BUYER MASTER:
PRINCIPAL PAYMASTER:
PAYMASTER: Yarrow J.