INTERNATIONAL CHAMBER OF COMMERCE (I.C.

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

DATE: 11 May 2020

Contract Code:
MASKS N95 – 1860 – 3m
Seller’s
Code:
Buyer’s
Code:

Type of deal: SALES AND PURCHASE AGREEMENT

Products: MASKS 3M & SURGICAL

Product Origin: AMERICA / MALAYSIA / BRUNEI – MANDATE/SELLER

Contract Quantity: 10,000,000

$5.00 PER PC
Price:

Commission: 0.175 PER PC

Currency: USD

Contract Period:

Delivery Terms: EXWORK Singapore

Seller’s Name: SEA-NET CARGO EXPRESS (S) PTE LTD

Facilitator A: Inovativa LTD, BG204441859, Sofia, Bulgaria

Facilitator B: Modern Profits Marketing Pte Ltd

Facilitator C: SEA-NET CARGO EXPRESS (S) PTE LTD

Facilitator D: [name]
Buyer’s Name: KAY GLOBAL SOLUTIONS PTE LTD

Contract Date: 11 May 2020

Non-circumvention, Non-disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement

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

WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

WHEREAS the undersigned wish to enter into this Agreement We the undersigned herewith referred as the Seller, under
to define certain parameters of the future legal obligations, are penalty of perjury do hereby irrevocably confirm and irrevocably
bound by a duty of Confidentiality with respect to their sources accept to pay all intermediaries and fee holders at the same
and contacts. This duty is in accordance with the International time and in a manner as the seller is being paid for each and
Chamber of Commerce. every transaction of this contract up to the completion of the
contract plus rollovers and extensions and in accordance with
WHEREAS the undersigned desire to enter a working business the bank details to be specified in this contract.
relationship to the mutual and common benefit of the parties We, the SELLER, irrevocably confirm that we will order and
hereto, including their affiliates, subsidiaries, stockholders, direct our bank to endorse automatic payment orders to the
partners, co- ventures, trading partners, and other associated beneficiaries named below; furthermore, We, the SELLER,
organizations (hereinafter referred to as “Affiliates”). 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
NOW THEREFORE in consideration of the mutual promises,
each and every shipment of the product during the contract
assertions and covenants herein and other good and valuable
term plus any/or extensions and rollover of the specified
considerations, the receipts of which is acknowledged hereby,
contract. For the purpose of clarity, we confirm that the closing
the parties hereby agree as follows:
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.
1. TERMS AND CONDITIONS
A. The parties will not in any manner solicit, nor accept
any business in any manner from sources or their We, the SELLER, agree to provide all beneficiaries with

affiliates, which sources were made available through written evidence of the pay orders lodged with our bank

this agreement, without the express permission of the together with acknowledgements of their acceptance.

party who made available the source and, Furthermore, our bank shall be instructed to provide duly signed
and stamped acknowledgement of this instruction as set out in
B. The parties will maintain complete confidentiality
the annex. Forming part of this agreement. It is understood that
regarding each other business sources and/or their
for the purposes of this Master Fee Protection Agreement, our
Affiliates and will disclose such business sources only
bank shall be the same bank and this IMFPA acts as an integral
to the named parties pursuant to the express written
part of it.
permission of this party who made available the
source, and,
C. That they will not in any of the transactions the parties We the undersigned being BUYER, or the seller named legally

are desirous of entering into and do, to the best of authorized representative as stated within the signed and

their abilities assure the other that the transaction legally binding main transaction, contract unconditionally agree

codes established will not be affected. and undertake to approve and originate all payments in USD

D. That they will not disclose names, addresses, e-mail currency to all beneficiaries named below as their rightful and

address, telephone and tele-fax or telex numbers payable commissions. This agreement also acts as a record

to any contacts by either party to third parties and that confirming the commission amounts for each named beneficiary

they each recognize such contracts as the exclusive as set out below: -

property of the respective parties and they will not

enter into any direct negotiations or transactions with TOTAL COMMISSION AND CONSULTING FEE SHALL BE
PAID BY THE BUYER AS FOLLOWS:
 such contracts revealed by the other party and The amount of delivered seller should be settled as herein
Parties to this agreement, unless written permission stated to be transferred into the account as follows.
has been obtained from the other party (ies) to do so.
For the sale of this agreement, it does not matter TERM & CONDITIONS:
whether information obtained from a natural or a legal This master fee protection agreement covers the initial contract
person. The parties also undertake not to make use of and shall include any renewals, extensions, rollovers, additions
a third party to circumvent this clause. or any new or transfer contract any how originated from this
G. That in the event of circumvention of this Agreement transaction because of the above intermediaries or changing
by either party, directly or indirectly, the circumvented codes of the initial contract entered into between the BUYER
party shall be entitled to a legal monetary penalty and SELLER.
equal to the maximum service it should realize from This master fee protection agreement and any subsequently
such a transaction plus any and all expenses, issued pay orders shall be assignable, transferable and divisible
including but not limited to all legal costs and and shall not be amended without the express written and
expenses incurred to recover the lost revenue. notarized consent of the receiving beneficiary. All parties agree
A. All considerations, benefits, bonuses, participation neither to circumvent nor to attempt circumvent either for the
fees and/ or commissions received as a result of the transaction of this current contract or in the future for a period of
contributions of the parties in the Agreement, relating five (5) years from the date of the execution of this fee
to any and all transactions will be allocated as protection agreement. This document binds all parties, their
mutually agreed. employees, associates, transferees and assignees or
B. This Agreement is valid for any and all transaction designees.
between the parties herein and shall be governed by All faxed and/or e-mailed signatures shall be considered as
the enforceable law in All USA Countries, arbitration original signatures for the purpose of binding all parties to this
in Houston, Texas USA under the rules of the AAA agreement. This document may be signed & in any number of
with a sole arbitrator and both parties submit to the counterparts all of which shall be taken together and shall
jurisdiction of the AAA. The signing parties hereby constitute as being one & the same instrument.
accept such selected jurisdiction as the exclusive Any party may enter into this document and the agreement
venue. The duration of the Agreement shall constituted thereby by signing any counterpart any time, date or
perpetuate for five (5) years from last date of signing. period mentioned in any provision of this document shall only
be amended by agreement in writing and signed off by all
AGREEMENT TO TERMS parties concerned.
A. Signatures on this Agreement received by the way of Furthermore, we agree that any and all commissions due
Facsimile, Mail and/or E-mail shall be an executed shall be paid to the beneficiary as a result of any extension or
contract. Agreement enforceable and admissible for rolls of the contract and that we shall effect all necessary
all purposes as may be necessary under the terms of documentation with our bank without any undue delays to
the Agreement. ensure such commissions and paid within the terms of the
B. All signatories hereto acknowledge that they have agreement.
read the foregoing Agreement and by their initials and
signature that they have full and complete authority to PARTIAL INVALIDITY:
execute the document for and in the name of the party The illegality, invalidity and non-enforceable provision of this
for which they have given their signature. document under the laws of any jurisdiction shall not affect its
illegality, validity or enforceability under the law of any other
jurisdiction or provision.
GOVERNING LAW AND JURISDICTION:
This document shall be governed & construed in accordance
with current English or I.C.C 400/500/600 signed between
partners NCND laws.
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 the international arbitration centre (I.A.C).
The appointed arbitrator shall hold the proceedings in any
country chosen by the parties and the rules of the IAC shall
apply.
This document is signed and accepted by parties named below
as to be included in the main contract.

“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)
1. 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.
 RESPONSIBLE OF PAYMENT- BUYER & PAYMASTER

NAME: JEFFERSON HUGO ALEXANDER

TITLE: DIRECTOR

COMPANY NAME: KAV GLOBAL SOLUTIONS PTE LTD

60 PAYA LEBAR ROAD #08-05

COMPANY ADDRESS: PAYA LEBAR SQUARE

SINGAPORE (409051)

TELEPHONE:

FAX:
E-MAIL: [email protected]
PASSPORT NO.
NATIONALITY:
DATE:

SIGNATURE AND SEAL:

 PAYMENT, DISTRIBUTION, AND AGREEMENT

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

FACILITATOR GROUP A

NAME: SEA-NET CARGO EXPRESS (S) PTE COMMISSION SIZE (WITH 0.175$
LTD ROLLS +EXT)

Facilitator Group A:

BENEFICIARY’S NAME:
SEA-NET CARGO EXPRESS (S) PTE LTD

BANK NAME:
DBS BANK LIMITED

101, TOWNER ROAD,

BANK ADDRESS:
SINGAPORE 322101

ACCOUNT NO.
0025-000917-01-5 (USD)

ACCOUNT NAME:
SEA-NET CARGO EXPRESS (S) PTE LTD

SWIFT
DBSSSGSG
CODE:
ROUTIN
G
NUMBE
R:

BANK OFFICER:

BANK PHONE NO:

1800-2222200

BANK FAX NO:

BANK OFFICER’S E-MAIL:

LAWYERS
EVERSHEDS HARRY ELIAS

COMMISSION
0.175$ or 1,750,000USD
SIGNATURE/ SEAL/ PASSPORT:
 FACILITATOR GROUP B

NAME: Jason Ho BENEFICIARY: COMISSIO

N SIZE
WITH
ROLLS
+EXT):

Facilitator Group B:
BENEFICIARY’S NAME:

BANK NAME:

BANK ADDRESS:

ACCOUNT NO.

ACCOUNT NAME:

SWIF
T
CODE
:
ROUT
ING
NUMB
ER:

BANK OFFICER: -

BANK PHONE NO:

BANK FAX NO: -

BANK OFFICER’S E-MAIL: -

LAWYERS -

COMMISSION
.10$ or 1,000,000

SIGNATURE/ SEAL/ PASSPORT:

 FACILITATOR GROUP C

NAME: BENEFICIARY: COMISSION SIZE [commission size]

WITH ROLLS
[name] [beneficiary] +EXT):

Facilitator Group C:

BENEFICIARY’S NAME: [beneficiary's name]

BANK NAME: [name of bank]

BANK ADDRESS: [bank address]

ACCOUNT NO. [account no.]

ACCOUNT NAME: [account name]

SWIF
T
CODE
:
[swift code / IBAN code]
ROUT
ING
NUMB
ER:

BANK OFFICER: [name of bank officer]

BANK PHONE NO: [bank phone no.]

BANK FAX NO: [bank fax no.]

BANK OFFICER’S E-MAIL: [bank officer's e-mail]

LAWYERS [name of lawyers and contact details - if applicable]

COMMISSION [commission]

SIGNATURE/ SEAL/ PASSPORT:

 FACILITATOR GROUP D

NAME: BENEFICIARY: COMISSION SIZE [commission size]

WITH ROLLS
[name] [beneficiary] +EXT):

Facilitator Group D:
BENEFICIARY’S NAME: [beneficiary's name]

BANK NAME: [name of bank]

BANK ADDRESS: [bank address]

ACCOUNT NO. [account no.]

ACCOUNT NAME: [account name]

SWIF
T
CODE
:
[swift code / IBAN code]
ROUT
ING
NUMB
ER:

BANK OFFICER: [name of bank officer]

BANK PHONE NO: [bank phone no.]

BANK FAX NO: [bank fax no.]

BANK OFFICER’S E-MAIL: [bank officer's e-mail]

LAWYERS [name of lawyers and contact details - if applicable]

COMMISSION [commission]

SIGNATURE/ SEAL/ PASSPORT:

 IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

Accepted By BUYER: Accepted By Facilitators:

PASSPORT COPY BUYER

BANK ENDORSEMENT

1st BANK OFFICER SIGNATURE: [bank officer signature]

BANK OFFICE NAME:

TITLE: [title]
PIN NUMBER: [pin]
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
BANK TEL:
TODAY’S DATE:
[SEAL]

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. THAT THE BUYER IS RESPONSIBLE OF THIS DOCUMENT AND WILL PAY THE
FACILITATORS AND PRESENT GROUPS AS THE TRANSACTION FULFILLS, AND THIS WILL TAKE
CARE BEFORE 72 HOURS AS THE NEGOTIATION AND BUSINESS IS COMPLETED BY THE SELLER
AND THE BUYER. THIS DOCUMENT WITH ALL LEGAL IMPLICATION, POWER, AND AUTHORITY OF
THE ONES PRESENT. IF THE FIRST TRANSACTION TAKES PLACE THEN THIS ONE WILL HAVE ALL
THAT IS REQUIRED TO BE EFFECTIVE, IRREVOCABLE, AND RESPECTED. THANK YOU.
****END OF DOCUMENT****