d

International Chamber of Commerce (I.C.C. 400/500/600)

The world business organization PAGE 1 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021

CONTRACT REF Nº:

SELLER´S CODE:
BUYER’S CODE :
ICPO NUMBER :
TYPE OF PRODUCT & CONTRACT:
PRICE : …..USD MT GROSS / NET ……./……. USD
PRODUCT ORIGIN :
QUANTITY PER MONTH: ……………………… MT X 12 months
QUANTITY ANNUAL ……………………… MT X 12 Months = ……………………… MT TOTAL
(TOTAL AMOUNT OF CONTRACT): AMOUNT OF CONTRACT. with possible R&E.
CONTRACT PERIOD : 12 MONTHS WITH ROLLS & EXTENSIONS
DELIVERY:
LOADING PORT:
PAYMENT TERM :
SELLER’S NAME :
SELLER´S SIDE REPRESENTATIVE
BUYER’S NAME :
BUYER’S SIDE REPRESENTATIVE :
CONTRACT RELEASED DATE :

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

AGREEMENT (NCNDA) AGREEMENT (IMFPA)

Whereas, the undersigned parties are mutually desirous of doing We, the Buyer / Seller or Assigns or designee, duly
business with respect to the arranging, buying and selling and in Authorized to do so, under any applicable penalty of perjury,
cooperation with one another and with third parties for their so deem this a legal and binding PROTECTION AGREEMENT
IRREVOCABLE FEE FOR ALL TRANSACTIONS, INCLUDING
mutual benefit. This agreement is made and entered into on this
rollovers, renewals AND EXTENSIONS, under the above
date, shall obligate the undersigned parties and partners, referenced Contract Sales .
associates, employers, employees, affiliates, subsidiaries, parent
companies, any nominees, representatives, successors, clients We, the Seller / Buyer or Assigns or designee, duly
and assigns referred to as “The Parties” jointly severally, Authorized to do so, under any applicable penalty of perjury,
mutually and reciprocally terms and conditions expressly state so deem this a legal and binding PROTECTION AGREEMENT
and agree to, agreement may be referenced in any document(s), IRREVOCABLE FEE FOR ALL TRANSACTIONS, INCLUDING
rollovers, renewals AND EXTENSIONS, under the above
or written agreements, the terms and conditions apply to
referenced Contract Sales .
information exchange of financial information, personal or Subject to the Buyer or assigns or designee entering into a
corporate names, contracts by or involving parties, extension, purchase contract with SELLER or assignee or designee for
rollover amendment, renegotiations or new agreement referred the Seller, we, Buyer or assigns or designee hereby
to as “The Transaction” (Project/Transaction) for purchase of Irrevocably commit to instruct
products. NOW, THEREFORE IT IS AGREED: ……………………………………………………(BUYER’S BANK) to issue
the Pay-Orders and distributes to all beneficiary groups on
1. CONFIDENTIAL INFORMATION.- the buyer’s side and on the seller’s side and pay a total fee
1.1 The intending parties propose to disclose certain of its $XX in United States Dollar per METRIC TONS with
possible Roll & Extensions.United States Dollars.
confidential and proprietary information (the "Confidential
Information") to each other. Confidential Information shall Buyer Pay Commission to all Parties against IMFPA
include all data, materials, products, technology, computer agreement.
programs, specifications, manuals, business plans, software,
marketing plans, financial information, and other information THE BUYER / SELLER SHALL PAY THE COMMISSIONS TO

SELLER (signature & seal): BUYER (signature & seal):

d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 2 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021
disclosed or submitted, orally, in writing, or by any other media. ALL BENEFICIARIES THAT HERE SHOWN IN THIS NCNDA /
1.2 The intending parties disclose this information due to their IMFPA.
desire to enter into a working business relationship to mutual
The contract period to be a Contract or Spot Contract with
benefit of the parties hereto, including their affiliates,
possible Roll & Extensions, calculated on the face value of
subsidiaries, stockholders, partners, co-ventures, trading relevant documents submitted to the issuing bank and
partners, and other associated organisations (herein after payable immediately upon the cash settlement of each
referred to as "Affiliates"). transaction to the below stated beneficiary by money order
1.3 The intending parties shall in course normal business via direct S.W.I.F.T. – wire transfer to the Beneficiaries
proceedings, disclose names of clients information considered banking accounts. We, the Buyer or our assigns, or designees
confidential in terms of this agreement. irrevocably undertake to instruct the bank to issue the Pay-
Order to all Beneficiaries below, in full, upon completion of
1.4 The documents will not be passed, under circumstance, to
each and every transaction on the same day that good, clean,
other individuals not end buyers or suppliers without prior clear funds become available and cash settlement is
written consent of party(s. complete.

2. AGREEMENT NOT TO DEAL WITHOUT CONSENT.- These amounts are to be paid in the currency of United States
2.1 The Parties hereby legally, and irrevocably bind themselves Dollars (USD) without undue delay regardless of any
into guarantee to each other that they shall not directly or variation or condition, which may be agreed between the
indirectly interfere with, circumvent or attempt to circumvent, Principals. This Irrevocable Fee Protection Agreement will be
executed simultaneously to the execution of
avoid, by-pass or obviate each other’s interest or the interest or
CONTRACT REF Nº
relationship between “The Parties” with procedures, seller, any SUPPLIER CODE: EF
buyers, brokers, facilitators, dealers, distributors, refiners, BUYER CODE:
shippers, financial instructions, technology owners or Fees will be transmitted out of the bank as named herein,
manufacturers, to change, increase or avoid directly or indirectly free of all charges, liens, taxes or encumbrance of any kind
payments of established or to be established fees, commissions, except bank charges that effect the transfer of said funds to
or continuance of pre-established relationship or intervene in the below beneficiaries and/or assigns for
CONTRACT REF Nº
un-contracted relationships with manufacturers or technology
SUPPLIER CODE:
owners with intermediaries entrepreneurs, legal counsel or BUYER CODE:
initiate buy/sell relationship or transactional relationship that The beneficiaries will receive a net amount after bank and
by-passes one of “The Parties” to one another in connection wire charges deducted. The Payee(s) is/are not liable for any
with any ongoing and future transaction or project. taxes, legal fees, fines or deductions due to any and all legal
2.2 Parties with access will not in any manner, solicit, nor accept governments or other agencies so required by law.
any business in any manner from sources nor their Affiliates,
This document is unchangeable and irrevocable as to its
without permission of parties nor make use of third party to content and constitutes a legal and binding contract for
circumvent. payment of the above said fees. This document may not be
3. AGREEMENT NOT TO DISCLOSE.- hypothecated without the express permission from the
3.1 Parties agree that Information is to be considered undersigned.
confidential and held in confidence, not used other than for the A facsimile copy of this agreement is considered to be and
purposes of its business between Parties, and disclosed only to deemed as original, duly validated, legal, binding and
enforceable with all Parties.
its officers, directors, or shareholders with a specific need to
know. This Fee Protection Agreement is Irrevocable, Unconditional,
3.2 Parties acknowledge responsibility for disclosure to selected Assignable and Divisible and follows the Rules and
persons as per Regulations as set forth in the International Chamber of
3.3 “The Parties” irrevocably agree that they shall not disclose Commerce, ICC 2000 edition, rules of Conciliation and
or otherwise reveal directly or indirectly to a third party any Arbitration.
The Sales Contract number or any Identification Codes,
confidential information provided by one party to the other or
Banks, Fiduciaries or Trusts, shall always remain the same
otherwise acquired, contract terms, product, prices, fees, and shall not be changed including all renewals, extensions,
financial agreement, schedules and information concerning the rollovers and additions until this Transaction has been
identity of the sellers, producers, buyers, lenders, borrowers, completed without the written consent of all Participants of
brokers, distributors, refiners, manufacturers, technology this Fee Protection Agreement including the Beneficiaries
owners, or their representatives or mandated representatives named below.
and specifically individuals names, addresses, principals, or
SELLER (signature & seal): BUYER (signature & seal):
d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 3 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021
telex/fax/telephone numbers, references product or technology All Parties hereto agree not to circumvent any of the Parties
information and/or other information advised by one party(s) to in this Transaction, or any future Transactions, for a period of
be one another confidential or privileged specific written Five (5) Years from the date of the last transaction under the
consent of the party(s). above-mentioned Transaction Code and shall apply to any
following Transaction or New Agreement between the
4. AGREEMENT TO HONOR COMMISSIONS.- Parties. The Laws and Courts of Paris, London or United State
4.1 Commissions, fees, compensation or remuneration to be paid of America, govern this Agreement.
as part of transaction covering “The Parties” to this agreement, The buyer realized, Gross pay the price, the product, the
shall be agreed upon by separate written agreement by “The seller, this price includes both the NET price for the product,
Parties” concerned and shall be paid at the time such contract such as commission, which will have to be paid by the seller,
designated, concluded or monies changing hands between in favor of the beneficiaries, buyer side, and the seller's side,
by bank TT, transfer to 48H Gross total income received by
buyers and sellers, unless otherwise agreed among “The
the seller.
Parties”.
4.2 “The Parties” hereby irrevocably and unconditionally agree TOTAL COMMISSION SHALL BE PAID BY THE BUYER /
and guarantee to honor and respect all such fees and SELLER TO ALL PARTIES AGAINST IMFPA AGREEMENT.
remuneration, arrangements made as part of a commission
transaction even in the event that “The Parties” are not an THE BUYER / SELLER SHALL PAY THE COMMISSIONS TO
ALL BENEFICIARIES THAT HERE SHOWN IN THIS
integral member to a specific commission and fee, remuneration
NCNDA / IMFPA.
agreement.
AS FOLLOWS: The amount of Commission Between gross
5. AGREEMENT TO INFORM.- and net price of fuel delivered, but payment intervening
5.1 In specific deals where one of “The Parties” acting as an groups of fees paid will be made to them by the seller, after
agent allows the buyers or buyers’ mandates, and the seller or the payment of all by the buyer, Should be Settled as HEREIN
sellers’ mandates to deal directly with one another, the agent Stated to be transferred is into the account as follows, which
shall be informed of the transactions by receiving copies of the includes all rolls and extensions as a contract condition:
correspondence made between the buyer or buyer’s mandate
and the seller, and by the seller or seller’s mandate and the Seller´s Side corresponds: US$ …. PER MT as a Contract
buyer. condition (CLOSED):
5.2 Any e-mail communication between buyers or buyers’
mandates, and the seller or sellers’ mandates shall include in 1. Mr. ……………….. US$ …. Per MT per Month with rolls &
copy Party(s) introduced and/or who made possible their direct extensions as MANDATE of the seller.
communication.
5.3 The buyer, the buyer’s mandate, the buyer’s representatives Buyer´s Side corresponds: US$ ….. PER MT as a Contract
and Seller, Seller’s mandate, and Seller’s Representative shall condition (CLOSED):
communicate with each other at any time without any obligation Distribution of the commissions, for the Beneficiaries of
whatsoever to inform anyone. With the exception of the buyer or the Buyer's Side:
its assignee, the buyer’s mandate and or the buyer’s 1. Mr. ………….. US$ …… per MT per Month with rolls &
representatives, all of the remaining parties to this Agreement extensions as MANDATE of the buyer.
expressly agree to appoint one of them, and only one of them, to
interface with the Seller, Seller’s mandate, and Seller’s A tax effects of the beneficiaries of this NCNDA/IMFPA,
representatives. The one selected intermediary shall be referent to the commissions that they receive as
commissioners in business relationships between the buyer
responsible for communicating with the remaining
and the Seller.
intermediaries. The buyer, the buyer’s mandate, the buyer’s
representatives and Seller, Seller’s mandate, and Seller’s The Seller and the Buyer give under penalty of perjury, the
Representative shall have no obligation or responsibility to clarification and relevant information for their banks, as for
communicate with anyone other than the one intermediary the central bank, and to the tax agency of their Country.
selected for that purpose.
That Both buyer and seller, confirm and guarantee that the
funds and the money, with the which was made this
6. TERM.-
transaction, is legal, is clean and has no origin nor criminal,
6.1 This agreement shall be valid for five (5) years commencing nor terrorist, nor of money laundering.
from the date of this agreement.
6.2 This agreement has an option to renew for a further period THE FUNDS AND THE MONEY, REFERENT TO THE

SELLER (signature & seal): BUYER (signature & seal):

d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 4 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021
of five (5) years subject to and upon the terms and conditions COMMISSIONS OR REMUNERATION, THAT THEY RECEIVE
agreed between both parties. THESE BENEFICIARIES, ARE OF ORIGIN CLEAN AND
6.3 This agreement shall apply to: All transactions originated CLEAR.
during the term of this agreement; and All subsequent
We the undersigned herewith referred as the Buyer /
transactions that are follow up, repeat, extended or renegotiated Seller, under penalty of perjury do hereby irrevocably
transactions originated during the term of this agreement. confirm and irrevocably accept to pay Seller / Buyer, with the
intention of Seller’s bank distributes to all Beneficiaries, at
7. NOT FIDUCIARY AGREEMENT.- the same time and in a manner as the Seller is being paid for
This agreement in no way shall be construed as being an each and every transaction of this contract up to the
agreement of partnership and none of “The Parties” shall have completion of the contract plus rollovers and extensions and
any claim against any separate dealing, venture or assets of any in accordance with the bank details to be specified in the
hard copies of this contract.
other party or shall any party be liable for any other.
We, the Buyer / Seller irrevocably confirm that we will
8. SPECIFIC UNDERTAKING.- order and direct our bank to endorse automatic payment
Without detracting from the generality of this agreement, “The orders to the all beneficiaries named below; furthermore,
Parties” understand that the agreement holds particular we, the Seller, confirm that all pay orders shall automatically
relevance to concepts, methodologies and business strategies transfer funds as directed into each beneficiaries designated
relating with specific reference to sourcing Commodities. bank account within 1 (one) day after the date of closing
and completion of each and every shipment of the product
9. ENTITIES OWNED OR CONTROLLED.- during the contract term plus any/or extensions and rollover
This agreement shall be binding upon all entities owned or of the specified contract. For the purpose of clarity, we, the
Seller, confirm that the closing and completion of each and
controlled by a party, or in which the Party has an interest or
every shipment shall be deemed to take place when the
shareholding and upon the principal(s), employee(s), payment instrument issued by the buyer has been drawn
assignee(s), family and heirs of each party. down at the counters of the issuing bank.

10. BREACH OF AGREEMENT.- We, the Buyer / Seller, agree to provide all beneficiaries
10.1 This agreement is valid for all commodities and with written evidence of the pay orders lodged with our
transactions between parties and the parties agree that any bank together with acknowledgements of their acceptance.
misuse of information supplied in terms of the business Furthermore, our bank shall be instructed to provide duly
relationship, notwithstanding anything contained herein, or any signed and stamped acknowledgement of this instruction as
indulgence or relaxation of any clause herein, shall entitle the set out in the agreement. Forming part of this agreement, it is
claimant party to full legal recourse in terms of ICC regulations. understood that for the purposes of this Master Fee
10.2 Under such terms, in the event of breach of agreement by Protection Agreement, our bank shall be the same bank and
any term violation, disclosure of circumvention, by any party, this IMFPA acts as an integral part of it.
directly or indirectly, shall entitle Claiming Party to a legal
We, the Buyer and the Seller, agree that the terms of
monetary penalty equal to maximum service it should realize Purchase and Sale of the Commodity shall be as per Contract
from such a transaction plus any and all expenses, not limited to between Buyer and Seller.
all legal costs and expenses incurred to recover the lost revenue.
10.3 The Beneficiaries named as groups of the Buyer’s side, of The Beneficiaries named as groups of the Buyer’s side, of this
this NCNDA/IMFPA, are acting strictly as external Facilitators NCNDA/IMFPA, are acting strictly as external Facilitators
between the Buyer and the Seller, these Beneficiaries as external between the Buyer and the Seller, these Beneficiaries as
Facilitators shall have no legal liability nor administrative, nor external Facilitators shall have no legal liability nor
court, whatsoever towards the Seller and/or Buyer (and their administrative, nor court, whatsoever towards the Seller
and/or Buyer (and their respective Agents, Facilitators or
respective Agents, Facilitators or intermediaries, or lawyers) in
intermediaries, or lawyers) in the case that the buyer or the
the case that the buyer or the seller breached their agreements seller breached their agreements and contracts.
and contracts.
All the legal responsibility, administrative, criminal, court, it is These Beneficiaries of the Buyer´s Side as Facilitators
only and exclusively of the Buyer and of the seller, between and/or Intermediaries or their officers, partners, directors
them, and under their responsibilities regarding the contract and employees shall not be liable under any theory of
contract, nor legal liability, nor negligence, misrepresentation
signed and sealed between the buyer and the Seller, if either
or other legal equitable theory for any loss of damage of any
party breaches their agreement and their contract. nature incurred by Buyer and/or Seller in the performance of
the contract(s) between Buyer and Seller.
SELLER (signature & seal): BUYER (signature & seal):
d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 5 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021
11. ARBITRATION.-
11.1 All disputes arising out of or in connection with the present These Beneficiaries of the Buyer´s Side as Facilitators
contract shall be finally settled under the rules of arbitration of and/or Intermediaries shall not be liable to Buyer nor their
the “International Chamber of Commerce (ICC)” by one or lawyers, nor shall be liable to Seller nor their lawyers and/ or
more “Arbitrators” appointed in accordance with the said rules their respective Representative / Mandate/Agents for any
or absence such Arbitrators and Rules, the Arbitrators and rule special, incidental or consequential (indirect) or contingent
of the courts, in New York, Hong Kong, London, Paris, and damages such as but not limited to loss of profit, loss of
Madrid. opportunity, loss of business, etc.
11.2 Every award shall be binding on “The Parties” and
enforceable at law. All the legal responsibility, administrative, criminal, court, it
11.3 By submitting the dispute to arbitration under these rules, is only and exclusively of the Buyer and of the seller, between
“The Parties” undertake to carry out any award without delay them, and under their responsibilities regarding the contract
and shall be deemed to have waived their right to any form of signed and sealed between the buyer and the Seller, if either
recourse insofar as such waiver can validly be made. party breaches their agreement and their contract.
11.4 Each of “The Parties” subject to the declared breach shall
BOTH THE BUYER AND THE SELLER CONFIRMED THAT
be responsible for their own legal expenses until an award is WOULD COMPLY AT ALL TIMES WITH THE SIGNED
given or settlement is reached, provided however, “That Party” CONTRACT AND THE AGREED LEGAL RESPONSIBILITIES
found in default by “The Arbitrator(s)” shall compensate in full OF BOTH PARTIES.
the aggrieved party its heirs, assignees and/or designs for the
total remuneration received as a result of business conducted We the undersigned being Buyer / Seller or the Buyers
named legally authorized representative as stated within the
with “The Parties” covered by this agreement, plus all its
signed and legally binding main transaction, contract
arbitration costs, legal expenses and other charges and damages unconditionally agree and undertake to approve and
deemed fair by “The Arbitrator(s)” for bank, lending originate all payments in USD currency to all beneficiaries
institutions, corporations, organizations, individuals, lenders, or named below as their rightful and payable commissions. This
borrowers, buyers or sellers that were introduced by the named agreement also acts as a record confirming the commission
party, notwithstanding any other provisions of the award. amounts for each named beneficiary as set out below:

TERM & CONDITIONS.-

12. TRANSMISSION OF THIS AGREEMENT.-
This MASTER FEE PROTECTION AGREEMENT covers the
The transmission of this agreement through telefax or e-mail initial contract and shall include any renewals, extensions,
shall be legal and binding. rollovers, additions or any new or transfer contract any how
originated from this transaction because of the above agents,
13. FORCE MAJOR.- representatives, mandates, facilitators, intermediaries or
A party shall not be considered or adjudged to be in violation of changing codes of the initial contract entered into between
this agreement when the violation is due to circumstances the buyer and seller.
beyond its control, including but not limited to act of God, civil This master fee protection agreement and any subsequently
issued pay orders shall be assignable, transferable and
disturbances and theft or appropriation of the privileged
divisible and shall not be amended without the express
information or contract(s) without the intervention or assistance written and notarized consent of the receiving beneficiary.
of one or more of “The Parties”. All parties agree neither to circumvent nor to attempt
circumvent either for the transaction of this current contract
14. AGREEMENT NOT TO CIRCUMVENT.- or in the future for a period of five (5) years from the date of
“The Parties” agree not to circumvent or attempt to circumvent the execution of this fee protection agreement. This
this agreement in an effort to gain fees, commissions, document binds all parties, their employees, associates,
remunerations or considerations to the benefit of the one or transferees and assignees or designees.
more of “The parties” while excluding other or agree to benefit
We the Buyer / Seller,
to any other party. All faxed and/or e-mailed signatures shall be considered as
original signatures for the purpose of binding all parties to
15. AGREE AND ATTESTED.- this agreement. This document may be signed and in any
15.1 Each representative signs below guarantees that he/she is number of counterparts all of which shall be taken together
duly empowered by his/her respectively named company to and shall constitute as being one and the same instrument.
enter into and be bound by the commitments and obligations Any party may enter into this document and the agreement
contained herein either as individual, corporate body or on constituted thereby by signing any counterpart any time,
behalf of a corporate body. date or period mentioned in any provision of this document
15.2 Digital signatures herein are considered to be made by shall only be amended by agreement in writing and signed off

SELLER (signature & seal): BUYER (signature & seal):

d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 6 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021
binding signer or by any other duly authorized by binding signer by all parties concerned.
as attested by written, even if authorization occurs by regular e- Furthermore, we agree that any and all commissions due
mail. shall be paid to the beneficiary as a result of any extension or
rolls of the contract and that we shall effect all necessary
16. OTHER BUSINESS OF THE PARTIES TO THIS documentation with our bank without any undue delays to
ensure such commissions and paid within the terms of the
AGREEMENT.-
agreement.
The Parties to this Agreement and their respective Affiliates may
have interests in businesses other than this Agreement We the buyer, confirm under penalty of perjury, our faithful
memorialized hereby. This Agreement shall not create the right commitment to beneficiaries buyer´s side, to ensure in this
to the income or proceeds derived from such other business document and to the knowledge of the seller, that both in this
interests (except as stated herein for rolls and extensions to this contract with its rolls &extensions, as in new commercial
contracts carried out in the future between them, always
specific transaction), even if they are competitive with this
recognize to the beneficiaries of the buyer side of this
Agreement except as stated herein, such business interests shall document, the commission stipulated here for the new SPA
not be deemed wrongful or improper. The parties, their and any new agreement to purchase the product or new
Principals and or their Affiliates have a continued Business products, with this seller in any purchase is made between
relationship with Buyer, Affiliates or its Assignees and receive both, for a minimum of five years and a maximum of ten
profits, income, or additional compensation thru separate years.
Agreements and no other party to this Agreement shall not have
PARTIAL INVALIDITY.-
the right to the income or proceeds derived from such The illegality, invalidity and non-enforceable provision of this
Agreement including but not limited to any other Business document under the laws of any jurisdiction shall not affect
dealings directly with the Buyer, Affiliates, or assignees shall not its illegality, validity or enforceability under the law of any
be part of the this or any Circumvention or Fee Agreements other jurisdiction or provision.
(NCNDA- IMFPA).
If we The parties , ,confirm and give our full guarantee, in this GOVERNING LAW AND JURISDICTION.-
This document shall be governed and construed in
NCNDA / IMFPA, under penalty of perjury, our faithful
accordance with current English or I.C.C 400/500/600
commitment, in all moment, with the beneficiaries buyer´s side, signed between partners NCNDA laws.
to ensure in this document and to the knowledge of the seller,
that both in this contract with its rolls & extensions, as in new ARBITRATION.-
commercial contracts carried out in the future between both All parties agree to refer any disputes between the parties
parts, always recognize to the beneficiaries of the buyer side of arising out of or in connection with this agreement including
this document, the commission stipulated here for the new any questions regarding its existence, validity or termination
Contracts and any new agreement to purchase the petroleum to arbitration rules of the international arbitration centre
product and their derivate, in any purchase is made between (I.A.C). The appointed arbitrator shall hold the proceedings in
both, for a minimum of five years and a maximum of ten years. of the courts, in New York, Hong Kong, London, Paris, and
Always mindful of that the commission corresponding here Madrid or per agreement by the parties and the rules of the
agreed for the Beneficiaries of the buyer´s Side, which is IAC shall apply.
included on the difference between the Gross and Net, always is THIS DOCUMENT IS SIGNED AND ACCEPTED BY PARTIES NAMED
BELOW AS TO BE INCLUDED IN THE MAIN CONTRACT.
distributed and is paid by the Seller to the beneficiaries of both
sides.
ACCEPTED & AGREED BY BUYER, SELLER AND BENEFICIARIES
This NCNDA / IMFPA, is valid and legal, always that the Buyer AS LISTED IN EACH BENEFICARY BOX.
and Seller close their agreements and the Contract successfully
between both. BUYER NAME:
If the buyer and the seller have not successfully closed the PRESIDENT COMPANY:
negotiations, THIS NCNDA / IMPFA are considered null and void. TITLE:
NACIONALITY:
17. AGREED AND ACCEPTED.-
PASSPORT:
Notwithstanding anything herein to the contrary, this agreement
DATE:
shall only govern the single transaction contemplated hereby as
the same may be modified and shall not extend to future
____________________________________
transactions between any of the parties hereto or other
SELLER’S:
transactions with sources or their affiliates, which sources were
SELLER (signature & seal): BUYER (signature & seal):
d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 7 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021
made available through this agreement unless such transaction is NAME:
a continuation of the specific transaction contemplated hereby. TITLE:
Where any provisions of this Agreement conflicts with any stated NACIONALITY:
in paragraphs 16, and 17, the provisions in these paragraphs, PASSPORT:
will be controlling without exception. The Buyer and/or its DATE:
assigns reserve the right to terminate this agreement for any SIGNATURE AND SEAL:
reason without penalty or obligation. If this Agreement is not ______________________________________
executed by all parties including direct seller and Buyer this SELLER SIDE GROUP No. 1
transaction is NULL and VOID. NAME:
The next space is blank, without further additions in the NACIONALITY:
NCNDA. PASSPORT:
-------------------------------------------------------- DATE: 6/30/2021
SIGNATURE:
____________________________________
INTERMEDIARIE GROUP No. 2
NAME: Mr.
NACIONALITY:
PASSPORT: ……………………….
DATE: 0

SIGNATURE:
____________________________________
FACILITATOR BUYER GROUP No. 3
NAME: Mr. …………………..
NACIONALITY:
PASSPORT:
DATE:
SIGNATURE:

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

SELLER (signature & seal): BUYER (signature & seal):
d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 8 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021
AGREEMENT (NCNDA) (IMFPA)
SELLER
…………………………………
ACCEPTED BY US WITH BELOW BANK DETAILS OUR BANK
NAME:
WILL BE USED AS PAYING BANK
DESIGNATION: BANK NAME :
COMPANY NAME: Branch name
ADDRESS: Branch Code
TEL: Bank Address
MOBILE: ACCOUNT NO.
FAX: SWIFT CODE :
EMAIL ADDRESS: Beneficiary name
SKYPE ID: BANK OFFICER :
PASSPORT №: BANK TEL. :
NATIONALITY: BANK FAX:
TODAY’S DATE: BANK MAIL :

NON-CIRCUMVENTION, NON-DISCLOSURE &

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
WORKING AGREEMENT (NCNDA)
BUYER
…………………………….
ACCEPTED BY US WITH BELOW BANK DETAILS OUR BANK WILL BE
NAME:
USED AS PAYING BANK
BANK
DESIGNATION:
INTERMEDIARY :
COMPANY NAME: BANK NAME :
ADDRESS: BANK ADDRESS :
TEL: ACCOUNT NAME :
Company
Registration ACCOUNT NO.
Certificate:
Business
Registration SWIFT CODE:
Certificate:
EMAIL ADDRESS: Bank Code:
SKYPE ID: BANK TEL. :
PASSPORT №: Bank Fax:
NATIONALITY: Bank Telex:
TODAY’S DATE: BANK MAIL :
SIGNATURE, SEAL & COPY PASSPORT:

TOTAL COMMISSION SHALL BE PAID BY: The Buyer / Seller Pay Commission to all Parties against IMFPA
agreement AS FOLLOWS :
The amount of delivered refinery should be settled as herein stated to be transferred into
the account as follows: PRICE: …..USD MT/ ….USD MT - GROSS / NET.
THE BUYER / SELLER SHALL PAY THE COMMISSIONS TO ALL BENEFICIARIES THAT HERE SHOWN IN THIS NCNDA / IMFPA.
SELLER (signature & seal): BUYER (signature & seal):
d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 9 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021

TOTAL COMMISSIONS: $.... USD PER MT WITH POSSIBLE R&E UNITED STATES DOLLARS.
Seller Side
TOTAL with possible rolls and extensions:
US$: x USD per MT with possible rolls and US$: …… USD x ……. мт x 12 Months
extensions TOTAL ANNUAL AMOUNT OF CONTRACT
US$: ……… USD x …………. MT WITH ROLLS & EXTENSIONS
To split to seller's side as follows :
BENEFICIARY SELLER SIDE: Seller Side
TOTAL:
TOTAL COMMISSION: US$: x USD per MT with
US$: x USD x ……. мт x 12 Months
possible rolls and extensions.
TOTAL ANNUAL AMOUNT OF CONTRACT
US$: x USD x …………. MT WITH ROLLS & EXTENSIONS
Buyer Side
TOTAL with possible rolls and extensions:
US$: x USD x ……. мт x 12 Months
US$: x USD with possible rolls and extensions.
TOTAL ANNUAL AMOUNT OF CONTRACT
US$: x USD x …………. MT WITH ROLLS & EXTENSIONS
To split to buyer's side as follows :
BENEFICIARY BUYER SIDE (GROUP 2):
INTERMEDIARY Group 1º: Mr. ………
TOTAL:
TOTAL COMMISSION US$: x
US$: …… USD x ……. мт x 12 Months
…. USD with possible rolls and extensions. TOTAL ANNUAL AMOUNT OF CONTRACT
US$: ……… USD x …………. MT WITH ROLLS & EXTENSIONS
BENEFICIARY BUYER SIDE (GROUP 3):
FACILITATOR OF THE BUYER OR MANDATE BUYER, Mr…….
Group 2º: TOTAL:
TOTAL COMMISSION US$: US$: …… USD x ……. мт x 12 Months
….. USD per MT with possible rolls and extensions TOTAL ANNUAL AMOUNT OF CONTRACT
US$: ……… USD x …………. MT WITH ROLLS & EXTENSIONS

BENEFICIARIES SELLER SIDE (CLOSED)

ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARY

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

AGREEMENT (NCNDA) (IMFPA) 
SELLER SIDE - GROUP 1
SELLER (signature & seal): BUYER (signature & seal):
d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 10 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021
CERTIFIED – TOTAL COMMISSION
US$: ….USD x ……. мт x 12 Months
TOTAL ANNUAL AMOUNT OF CONTRACT
US$: … USD x …………. MT WITH ROLLS & EXTENSIONS
ACCEPTED BY US WITH BELOW BANK DETAILS OUR
NAME:
BANK WILL BE USED AS PAYING BANK
US$: x USD x ……. мт x 12 Months
COMISSION SIZE
TOTAL ANNUAL AMOUNT OF CONTRACT
DESIGNATION: (WITH
US$: ……… USD x …………. MT WITH ROLLS
ROLLS+EXT): & EXTENSIONS
BENEFICIARY
COMPANY NAME:
NAME:
ADDRESS: BANK NAME:
BANK
TEL:
ADDRESS:
ACCOUNT
NAME:
MOBILE: ACCOUNT №:
BIC/SWIFT
EMAIL ADDRESS:
CODE:
SKIPE: IBAN
PASSPORT №: BANK TEL:
BANK FAX:
TODAY’S DATE:
Bank Officer
SPECIAL WIRE INSTRUCTIONS:
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL a notification immediately upon each tranche
transfer payment together with the transactions code/s to: ………………@................................
REQUIRED MESSAGE:
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK”.
SIGNATURE & COPY PASSPORT

BENEFICIARIES BUYER SIDE (CLOSED)

ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARY

NON-CIRCUMVENTION, NON-DISCLOSURE &

 IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
WORKING AGREEMENT (NCNDA)

SELLER (signature & seal): BUYER (signature & seal):

d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 11 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021

BUYER  SIDE / INTERMEDIARY - GROUP 1

CERTIFIED – TOTAL COMMISSION
US$: …… USD x ……. мт x 12 Months
TOTAL ANNUAL AMOUNT OF CONTRACT
US$: ……… USD x …………. MT WITH ROLLS & EXTENSIONS
ACCEPTED BY US WITH BELOW BANK DETAILS OUR BANK
NAME:
WILL BE USED AS PAYING BANK
US$: …… USD x ……. мт x 12 Months
DESIGNATION: COMISSION SIZE TOTAL ANNUAL AMOUNT OF CONTRACT
(WITH ROLLS+EXT): US$: ……… USD x …………. MT WITH ROLLS &
EXTENSIONS
COMPANY NAME:
ADDRESS: BENEFICIARY NAME:
BANK NAME:
NACIONALITY: BANK ADDRESS:
PASSPORT №: ACCOUNT NAME:
MOBIL: ACCOUNT №:
EMAIL ADDRESS: BIC/SWIFT CODE:
FAX: IBAN
BANK TEL:
TODAY’S DATE: BANK FAX:
PAYMASTER:
SPECIAL WIRE INSTRUCTIONS:
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL a notification immediately upon each tranche
transfer payment together with the transactions code/s to: ………………………@...............................
REQUIRED MESSAGE:
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK”.
SIGNATURE & COPY PASSPORT

NON-CIRCUMVENTION, NON-DISCLOSURE &

 IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
WORKING AGREEMENT (NCNDA)
BUYER  SIDE / FACILITATOR BUYER OR MANDATE BUYER- GROUP 2
CERTIFIED – TOTAL COMMISSION
US$: …… USD x ……. мт x 12 Months
TOTAL ANNUAL AMOUNT OF CONTRACT

SELLER (signature & seal): BUYER (signature & seal):

d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 12 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021
US$: ……… USD x …………. MT WITH ROLLS & EXTENSIONS
ACCEPTED BY US WITH BELOW BANK DETAILS OUR BANK
NAME:
WILL BE USED AS PAYING BANK
US$: …… USD x ……. мт x 12 Months
DESIGNATION: COMISSION SIZE TOTAL ANNUAL AMOUNT OF CONTRACT
(WITH ROLLS+EXT): US$: ……… USD x …………. MT WITH ROLLS &
COMPANY NAME: EXTENSIONS

ADDRESS: BENEFICIARY NAME:

BANK NAME:
NACIONALITY: BANK ADDRESS:
PASSPORT №: ACCOUNT NAME:
MOBIL: ACCOUNT №:
EMAIL ADDRESS: BIC/SWIFT CODE:
FAX: IBAN
BANK TEL:
TODAY’S DATE: BANK FAX:
PAYMASTER:
SPECIAL WIRE INSTRUCTIONS:
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL a notification immediately upon each tranche
transfer payment together with the transactions code/s to: …………….@..................
REQUIRED MESSAGE:
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK”.
SIGNATURE & COPY PASSPORT

“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)

SELLER (signature & seal): BUYER (signature & seal):

d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 13 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021
2. 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

CLARIFICATION ON THE NOTARIZE THIS NCNDA/IMFPA.

This NCNDA / IMFPA, is a legal agreement of commissions, with 14 pages, and binding with the contract, or
MOU, signed by the buyer and the Seller.
This NCNDA / IMFPA, is a legal agreement of commissions and binding with the contract signed by the buyer and
the Seller.
TOTAL COMMISSION SHALL BE PAID BY THE BUYER TO ALL PARTIES AGAINST IMFPA AGREEMENT. TO THE
BENEFICIARIES
THE BUYER SHALL PAY THE COMMISSIONS TO ALL BENEFICIARIES, THAT HERE SHOWN IN THIS NCNDA / IMFPA.
In case of request by the part of the Beneficiaries of this NCNDA/IMFPA to the buyer, by reasons administrative,
financial or banking, or for reasons of presentation front to tax authorities of the country of the beneficiaries,
this NCNDA/IMFPA shall be notarized by part the Buyer.

NOTARY PUBLIC [TO BE ADVISED]

ON THIS DATE OF: ……………………………, 2017

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 [TO BE ADVISED]

ALL PAYMENT ENTIRELY SHALL BE EXPRESSED IN USD/EURO CURRENCY BY WIRE TRANSFER
AND/OR ELECTRONIC LEDGER.

PAYMENT BY MT103 OR WIRE TRANSFER OF USD $ _ _ _ _ _ _ _ (_ _ _ _ _ _ _ _ _ MILLION) USA $ OF TOTAL

VALUE PLUS PAYMENT BY (TT) FOR EVERY BANK HAS TO BE A TOP 50 BANK

THIS IS TO CERTIFY THAT THE ABOVE IRREVOCABLE PAYMENT ORDER HAS BEEN LODGED WITH
THE ORIGIN COUNTRY OF THE ISSUER AND WILL BE EXECUTED IN ACCORDANCE WITH THE
SELLER (signature & seal): BUYER (signature & seal):
d
International Chamber of Commerce (I.C.C. 400/500/600)
The world business organization PAGE 14 OF 14
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
ORDER OF PAYMENT OF THE BUYER AND BUYER´S BANK, A FAVOUR OF THE BENEFICIARIES OF THIS NCNDA/IMFPA OF THE BUYER’S SIDE
DATE: WEDNESDAY, JUNE 30, 2021
INSTRUCTIONS STIPULATED IN THIS DOCUMENT.

SIGNATORIES 1 2
BANK OFFICER
BANK OFFICE
TITLE
TELEPHONE
EMAIL
PIN NUMBER
BANK NAME
BANK ADRESS
BANK TEL.
SWIFT / ABA
IBAN
TODAY’S
DATE

SEAL AND
SIGN

END OF DOCUMENT

SELLER (signature & seal): BUYER (signature & seal):