INTERNATIONAL CHAMBER OF COMMERCE (I.C.

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

Contract Code :
Seller’s Code :

Buyer’s Code :

Type of deal :

Product :

Product Origin :

Contract Quantity :

Price:

Contract Period :

Delivery Terms :

Seller’s Name :

Seller’s side Representative :

Buyer’s Name :

Buyer’s side Representative :

Contract Date :

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 Buyer,
to define certain parameters of the future legal obligations, are under penalty of perjury do hereby irrevocably confirm and
irrevocably accept to pay all intermediaries and fee
bound by a duty of Confidentiality with respect to their sources
holders at the same time and in a manner as the seller is
and contacts. This duty is in accordance with the International being paid for each and every transaction of this contract
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
business relationship to the mutual and common benefit of the We, the BUYER, irrevocably confirm that we will order
and direct our bank to endorse automatic payment orders
parties hereto, including their affiliates, subsidiaries,
to the beneficiaries named below; furthermore, We, the
stockholders, partners, co-ventures, trading partners, and BUYER, confirm that all pay orders shall automatically
other associated organizations (hereinafter referred to as transfer funds as directed into each beneficiaries
“Affiliates”). designated bank account within 1 (one) day after the
date of closing and completion of each and every
shipment of the product provided that the buyer has
NOW THEREFORE in consideration of the mutual promises, received payment on any credit purchases during the
assertions and covenants herein and other good and valuable contract term plus any/or extensions and rollover of the
specified contract. For the purpose of clarity, we confirm
considerations, the receipts of which is acknowledged hereby,
that the closing and completion of each and every
the parties hereby agree as follows: 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 We, the BUYER, agree to provide all beneficiaries with
any business in any manner from sources or their written evidence of the pay orders lodged with our bank
together with acknowledgements of their acceptance.
 affiliates, which sources were made available Furthermore, our bank shall be instructed to provide duly
through this agreement, without the express signed and stamped acknowledgement of this instruction
as set out in the annex. Forming part of this agreement. It
permission of the party who made available the
is understood that for the purposes of this Master Fee
source and, Protection Agreement, our bank shall be the same bank
B. The parties will maintain complete confidentiality and this IMFPA acts as an integral part of it.

regarding each other’s business sources and/or

We the undersigned being BUYER or the seller named
their Affiliates and will disclose such business legally authorized representative as stated within the
sources only to the named parties pursuant to the signed and legally binding main transaction, contract
unconditionally agree and undertake to approve and
express written permission of this party who made
originate all payments in ZAR currency to all beneficiaries
available the source, and, named below as their rightful and payable commissions.
C. That parties are desirous of entering into a mutual This agreement also acts as a record confirming the
commission amounts for each named beneficiary as set
beneficial agreement and to the best of their abilities
out below.
will assure the other that all transaction codes
established will not be affected. TOTAL COMMISSION SHALL BE PAID BY THE
D. That they will not disclose names, addresses, e- SELLER AS FOLLOWS:-
The amount of delivered refinery should be settled as
mail address, telephone and tele-fax or telex
herein stated to be transferred into the account as follows:
numbers to any contacts by either party to third
parties other than business partners related to this TERM & CONDITIONS:
This master fee protection agreement covers the initial
agreement and that they each recognize such
contract and shall include any renewals, extensions,
contacts as the exclusive property of the respective rollovers, additions or any new or transfer contract any
parties. how originated from this transaction because of the above
intermediaries or changing codes of the initial contract
E. Both parties agree that they will not enter into any
entered into between the BUYER and SELLER.
direct negotiations or transactions with such
contacts revealed by the other party - date and time This master fee protection agreement and any
stamps will be used to establish origin and time of subsequently issued pay orders shall be assignable,
transferable and divisible and shall not be amended
such information as such information could already without the express written and notarized consent of the
be in the hands of the other party receiving beneficiary. All parties agree neither to
F. For the sake of this agreement, it does not matter circumvent nor to attempt circumvent either for the
transaction of this current contract or in the future for a
whether information is obtained from a natural or a
period of three (3) years from the date of the execution of
legal person. this fee protection agreement. This document binds all
G. In the event of circumvention of this Agreement by parties, their employees, associates, transferees and
assignees or designees.
either party, directly or indirectly, the circumvented
party shall be entitled to a legal monetary penalty All faxed and/or e-mailed signatures shall be considered
equal to the maximum service it should realize from as original signatures for the purpose of binding all parties
to this agreement. This document may be signed & in any
such a transaction plus any and all expenses,
number of counterparts all of which shall be taken together
including but not limited to all legal costs and and shall constitute as being one & the same instrument.
expenses incurred to recover the lost revenue. Any party may enter into this document and the
Paragraphs D and E shall apply to establish agreement constituted thereby by signing any counterpart
any time, date or period mentioned in any provision of this
circumvention. document shall only be amended by agreement in writing
H. All considerations, benefits, bonuses, participation and signed off by all parties concerned.
fees and/or commissions received as a result of the
Furthermore, we agree that any and all commissions due
contributions of the parties in the Agreement,
shall be paid to the beneficiary as a result of any extension
relating to any and all transactions will be allocated or rolls of the contract and that we shall effect all
as mutually agreed. necessary documentation with our bank without any
undue delays to ensure such commissions and paid within
I. This Agreement is valid on all transactions between
the terms of the agreement.
the parties herein and shall be governed by the
enforceable law in All Commonwealth Countries, PARTIAL INVALIDITY:
European Union Countries, USA Courts, or The illegality, invalidity and non-enforceable provision of
this document under the laws of any jurisdiction shall not
under Swiss Law in Zurich, in the event of dispute,
 the arbitration laws of the Country under which affect its illegality, validity or enforceability under the law
jurisdiction the contract is signed, will apply. of any other jurisdiction or provision.

J. The signing parties hereby accept such selected GOVERNING LAW AND JURISDICTION:
jurisdiction as the exclusive venue. The duration of This document shall be governed & construed in
the Agreement shall perpetuate for three (3) years accordance with current English or I.C.C 400/500/600
signed between partners NCND laws.
from last date of signing with a possible
renegotiation of a new term. ARBITRATION:
All parties agree to refer any disputes between the parties
arising out of or in connection with this agreement
2. AGREEMENT TO TERMS
including any questions regarding its existence, validity or
A. Signatures to this Agreement received by the way of termination to arbitration rules of the international
Facsimile, Mail and/or E-mail shall be deemed an arbitration centre (I.A.C). The appointed arbitrator shall
executable contract. Agreement enforceable and hold the proceedings in any country chosen by the parties
and the rules of the IAC shall apply.
admissible for all purposes as may be necessary
This document is signed and accepted by parties named
under the terms of the Agreement. below as to be included in the main contract.
B. All signatories hereto acknowledge that they have
read the foregoing Agreement and by their initials
and signature that they have full and complete
authority to execute the document for and on behalf
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)

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).
2. 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 & IRREVOCABLE MASTER FEE PROTECTION

WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

THE SELLER_PAY MASTER

NAME :

Passport # : Beneficiary’s Name :

Nationality : Account Name :

Account N° :
IBAN :
Company Name :

Designation : Bank Name :

Address : Bank Address :

Telephone # : Swift Code :

Fax # : EMAIL :M BANK

Mobile # : Bank Officer :

Email Address : Bank Telephone # :

Web Address :

Today’s Date :

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

THE BUYER
NAME :

Passport # : BANK NAME

Nationality : BANK BRANCE

Company Name : BKNK ADRES

Designation : IBAN

Address : CODE SWIFT

Telephone # : BANKK’S MAIL

Fax # : BANK’S OFFICER

Mobile # :

Email Address :

Web Address :

Today’s Date :

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

SELLER’S MANDATE
NAME : CONSULTING FEE

Passport # : Beneficiary’s Name :

Nationality : Account Name :

Company Name : Account # :

Designation : Bank Name :

Address : Bank Address :

Telephone # : Swift Code :

Fax # : EMAIL :

Mobile # : Bank Officer :

Email Address : Bank Telephone # :

Web Address : Bank Fax # :

Today’s Date :

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

BUYERS MANDATE

NAME : Commission :

Passport # : Beneficiary’s Name :

Nationality : Account Name :

]
Company Name : Account # :

Designation : Bank Name :

Bank SWIFT Code

Address :
:

Telephone # : Iban :

Fax # : BIC :

Mobile # : Bank Officer :

Email Address : Bank Telephone # :

Web Address : Bank Fax # :

Today’s Date :

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

INTERMEDIARY – #2
NAME : HASSAN ABDULLA K H AL-THANI Commission : $7.5 / MT

Beneficiary’s Nam
Passport # : HASSAN ABDULLA K H AL-THANI
:

Nationality : QATAR Account Name :

Company Name
Account # :
:

Designation : Bank Name :

Address : Bank Code :

Telephone # : Iban :

Fax # : BIC :

Mobile # : Bank Officer :

Email
Bank Telephone #:
Address :

Web Address
Bank Fax # :
:

Today’s Date : Bank Adress

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

INTERMEDIARY – #3
AHMAD ABDUL KAREEM A
NAME : Commission : $2.5/MT
AL-HARHASHI
ALHADATHA FOR PROJECTS
Passport # : Q360688 Beneficiary’s Name : AND MANGEMENT
CONSULTANTS/AHMAD
ALHARAHSH

Nationality : JORDAN Account Name :

ALHADATHA FOR
Company Name :
PROJECTS AND Account # :
MANGEMENT
CONSULTANTS ALHARAHSH

Designation : Bank Name : JORDAN AHLI BANK

Address : Bank Code : JONBJOAX

Telephone # : Iban : JO71JONB9999000000001009417897

Fax # : BIC/SWIFT :

Mobile # : Bank Officer :

Bank Telephone #
Email Address :
:

Web Address : Bank Fax # :

Today’s Date :

SIGNATURE
&
SEAL
 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]
 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