Non-Circumvention, Non Disclosure
Non-Circumvention, Non Disclosure
BUYER’S NAME:
REPRESENTED BY:
SELLER’S NAME: OKLAMEX GLOBAL ENERGY LLC
REPRESENTED BY: TAREK SAMARA
BUYER CODE:
CONTRACT EREF.:
COMMODITY: ________(STD. EXPORT QUALITY)
ORIGIN: __________
CONTRACT PERIOD: 1 YEAR WITH R&E
DELIVERY TERM:
TOTAL CONTRACT QTY: XXXXX BBL PER YEAR
LIFT ABLE UPON CLOSING: XXXXXXXX BBL
THE PRICE:
Destination:
US$ XX.00 PER MT ($XXX UNITED STATES DOLLARS PER MT) – TO BE PAID BY
SELLER IN FAVOUR OF THE BUYER’S SIDE ( PAYMASTER AND BENEFICIARIES
ACCOUNTS).
COMMISION TO BE PAID BY
AND US$ XX.00 PER MT ($XX UNITED STATES DOLLARS PER MT) – TO BE PAID
SELLER:
BY SELLER IN FAVOUR OF THE SELLER’S SIDE ( PAYMASTER AND BENEFICIARIES
ACCOUNTS).
WHEREAS the undersigned wish to enter into this We the undersigned herewith referred as the SELLER, under
Agreement to define certain parameters of the future legal penalty of perjury do hereby irrevocably confirm and irrevocably
obligations, are bound by a duty of Confidentiality with accept to pay all intermediaries and fee holders at the same time and
respect to their sources and contacts. This duty is in in a manner as the seller is being paid for each and every transaction
accordance with the International Chamber of Commerce. of this contract up to the completion of the contract plus rollovers and
extensions and in accordance with the bank details to be specified in
WHEREAS the undersigned desire to enter a working the hard copies of this contract.
business relationship to the mutual and common benefit of
the parties hereto, including their affiliates, subsidiaries, We, the SELLER, irrevocably confirm that we will order and direct our
stockholders, partners, co-ventures, trading partners, and bank to endorse automatic payment orders to the beneficiaries
other associated organizations (hereinafter referred to as named below; furthermore, We, the SELLER, confirm that all pay
“Affiliates”). orders shall automatically transfer funds as directed into each
beneficiaries designated bank account within 1 (one) day after the
NOW THEREFORE in consideration of the mutual date of closing and completion of each and every shipment of the
promises, assertions and covenants herein and other good product during the contract term plus any/or extensions and rollover
and valuable considerations, the receipts of which is of the specified contract. For the purpose of clarity, we confirm that
acknowledged hereby, the parties hereby agree as follows: the closing and completion of each and every shipment shall be
deemed to take place when the letter of credit issued by the buyer
1. TERMS AND CONDITIONS has been drawn down at the counters of the issuing bank OR BY
A. The parties will not in any manner solicit, nor ANY OTHER FORM OF PAYMENT
accept any business in any manner from
We, the SELLER, agree to provide all beneficiaries with written
sources or their affiliates, which sources were evidence of the pay orders lodged with our bank together with
made available through this agreement, without acknowledgements of their acceptance. Furthermore, our bank shall
the express permission of the party who made be instructed to provide duly signed and stamped acknowledgement
available the source and, of this instruction as set out in the annex. Forming part of this
B. The parties will maintain complete agreement. It is understood that for the purposes of this Master Fee
confidentiality regarding each other business Protection Agreement, our bank shall be the same bank and this
sources and/or their Affiliates and will disclose IMFPA acts as an integral part of it.
such business sources only to the named
parties pursuant to the express written We the undersigned being SELLER or the SELLER named legally
permission of this party who made available the authorized representative as stated within the signed and legally
source, and, binding main transaction, contract unconditionally agree and
C. That they will not in any of the transactions the undertake to approve and originate all payments in USD currency to
parties are desirous of entering into and do, to all beneficiaries named below as their rightful and payable
the best of their abilities assure the other that commissions. This agreement also acts as a record confirming the
the transaction codes established will not be commission amounts for each named beneficiary as set out below:-
affected.
D. That they will not disclose names, addresses, TOTAL COMMISSION SHALL BE PAID BY THE SELLER'S BANK
e-mail address, telephone and tele-fax or AS FOLLOWS:
telex numbers to any contacts by either party
U.S.___.00$ PER METRIC TON ( TEN US DOLLARS) to be paid BY
to third parties and that they each recognize
such contracts as the exclusive property of the SELLER'S BANK in favour of the BENEFICIARIES ( Paymasters and
respective parties and they will not enter into beneficiaries Banks Accounts as per Sub-IMFPA ) as shown in the
any direct negotiations or transactions with such Table as Partners #1,#2,#3.
contracts revealed by the other party and
E. That they further undertake not to enter into Fee distribution BENEFICIARIES TO BE PAID FROM THE SELLER VIA
business transaction with banks, investors, THE PAYMASTERR AS FOLLOWS:
sources of funds or other bodies, the names of R&E
which have been provided by one of the Proportional Application
F. Parties to this agreement, unless written for MFPA
permission has been obtained from the other
party (ies) to do so. For the sale of this fee total buyerside: US $__.00
agreement, it does not matter whether USD $
PER MT
information obtained from a natural or a legal MONTHLY FEE
$ %
person. The parties also undertake not to make
use of a third party to circumvent this clause. #1 %
G. That in the event of circumvention of this #2
Agreement by either party, directly or indirectly,
the circumvented party shall be entitled to a #3
legal monetary penalty equal to the maximum
service it should realize from such a transaction
plus any and all expenses, including but not Total
limited to all legal costs and expenses incurred
to recover the lost revenue.
TERM CONDITIONS:
H. All considerations, benefits, bonuses,
This master fee protection agreement covers the initial contract and
participation fees and/or commissions received
as a result of the contributions of the parties in shall include any renewals, extensions, rollovers, additions or any
the Agreement, relating to any and all new or transfer contract any how originated from this transaction
because of the above intermediaries or changing codes of the initial
transactions will be allocated as mutually
contract entered into between the BUYER and SELLER.
agreed.
I. This Agreement is valid for any and all This master fee protection agreement and any subsequently issued
transaction between the parties herein and shall pay orders shall be assignable, transferable and divisible and shall
be governed by the enforceable law in All not be amended without the express written and notarized consent of
Commonwealth Country’s, European Union the receiving beneficiary. All parties agree neither to circumvent nor
Country’s, USA Courts, or under Swiss Law in to attempt circumvent either for the transaction of this current contract
Zurich, in the event of dispute, the arbitration or in the future for a period of five (5) years from the date of the
laws of states will apply. execution of this fee protection agreement. This document binds all
J. The signing parties hereby accept such parties, their employees, associates, transferees and assignees or
selected jurisdiction as the exclusive venue. designees.
The duration of the Agreement shall perpetuate
for five (5) years from last date of signing. All faxed and/or e-mailed signatures shall be considered as original
signatures for the purpose of binding all parties to this agreement.
2. AGREEMENT TO TERMS This document may be signed & in any number of counterparts all of
which shall be taken together and shall constitute as being one & the
same instrument.
A. Signatures on this Agreement received by the Any party may enter into this document and the agreement
way of Facsimile, Mail and/or E-mail shall be an
constituted thereby by signing any counterpart any time, date or
executed contract. Agreement enforceable and
period mentioned in any provision of this document shall only be
admissible for all purposes as may be
amended by agreement in writing and signed off by all parties
necessary under the terms of the Agreement. concerned.
B. All signatories hereto acknowledge that they Furthermore, we agree that any and all commissions due shall be
paid to the beneficiary as a result of any extension or rolls of the
have read the foregoing Agreement and by their contract and that we shall effect all necessary documentation with our
initials and signature that they have full and bank without any undue delays to ensure such commissions and paid
complete authority to execute the document for within the terms of the agreement.
and in the name of the party for which they have
given their signature. PARTIAL INVALIDITY:
The illegality, invalidity and non-enforceable provision of this
document under the laws of any jurisdiction shall not affect its
illegality, validity or enforceability under the law of any other
jurisdiction or provision.
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.
BUYER :
NAME : ACCEPTED BY US WITH BELOW BANK DETAILS
DESIGNATION :
COMPANY
NAME : BANK NAME :
REG. NO:
BANK ADDRESS:
ADDRESS :
TEL : ACCOUNT NO :
Mobile: SWIFT CODE :
FAX : BANK OFFICER :
EMAIL ADDRESS
BANK TEL :
:
SKYPE ID : BANK FAX :
PASSPORT NO : EMAIL:
NATIONALITY : ABA Routing
Number:
ACCOUNT
TODAY’S DATE : NAME:
SIGNATORY:
SIGNATURE
AND SEAL :
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL A NOTIFICATION
IMMEDIATELY UPON EACH TRANCHE TRANSFER PAYMENT TOGETHER WITH THE TRANSACTIONS
CODES TO:
ALL TRANSFER INSTRUCTIONS SHALL STATE: “THESE FUNDS ARE GOOD, CLEAN, CLEARED,
SPECIAL UNENCUMBERED LEGTIMATELY EARNED FUNDS OF A NON-CRIMINAL ORIGIN AND ARE FREE AND
CLEAR FROM ANY CLAIMS, LIENS AND ENCUMBRANCE WHATSOEVER. THESE FUNDS ARE PAYABLE
INSTRUCTIONS:
IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK” ALL WIRE TRANSFERS SHALL
INCORPORATE BELOW TEXT MESSAGE AND A COPY OF BANK WIRE TRANSFER SLIP SHALL BE
EMAILED TO: _____________________FOR LEGAL VERIFICATION AND DOCUMENTATION PURSUANT
TO PATRIOT ACT/BANKING REGULATIONS WITH ONE ORIGINAL CONTRACT COPY TO BE FILED WITH
BANK.
SIGNATURE AND
SEAL :
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL A NOTIFICATION IMMEDIATELY UPON EACH
TRANCHE TRANSFER PAYMENT TOGETHER WITH THE TRANSACTIONS CODES TO:
ALL TRANSFER INSTRUCTIONS SHALL STATE: “THESE FUNDS ARE GOOD, CLEAN, CLEARED, UNENCUMBERED
SPECIAL LEGTIMATELY EARNED FUNDS OF A NON-CRIMINAL ORIGIN AND ARE FREE AND CLEAR FROM ANY CLAIMS, LIENS AND
INSTRUCTIONS: ENCUMBRANCE WHATSOEVER. THESE FUNDS ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S
BANK” ALL WIRE TRANSFERS SHALL INCORPORATE BELOW TEXT MESSAGE AND A COPY OF BANK WIRE TRANSFER SLIP
SHALL BE EMAILED TO: __________________________ FOR LEGAL VERIFICATION AND DOCUMENTATION
PURSUANT TO PATRIOT ACT/BANKING REGULATIONS WITH ONE ORIGINAL CONTRACT COPY TO BE FILED WITH BANK.
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL A NOTIFICATION IMMEDIATELY
UPON EACH TRANCHE TRANSFER PAYMENT TOGETHER WITH THE TRANSACTIONS CODES TO:
ALL TRANSFER INSTRUCTIONS SHALL STATE: “THESE FUNDS ARE GOOD, CLEAN, CLEARED, UNENCUMBERED
LEGTIMATELY EARNED FUNDS OF A NON-CRIMINAL ORIGIN AND ARE FREE AND CLEAR FROM ANY CLAIMS,
SPECIAL INSTRUCTIONS: LIENS AND ENCUMBRANCE WHATSOEVER. THESE FUNDS ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT
BY BENEIFICIARY’S BANK” ALL WIRE TRANSFERS SHALL INCORPORATE BELOW TEXT MESSAGE AND A COPY OF
BANK WIRE TRANSFER SLIP SHALL BE EMAILED TO: _________________ FOR LEGAL VERIFICATION
AND DOCUMENTATION PURSUANT TO PATRIOT ACT/BANKING REGULATIONS WITH ONE ORIGINAL
CONTRACT COPY TO BE FILED WITH BANK.
Passport Copy of the BENEFICIARY #1
#2 - BENEFICIARY #2 SHALL RECEIVE $______USD PER BBL FOR ALL TRANSACTIONS + ROLLS &
EXTENTIONS
ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE
BENEFICIARY #2:
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
BENEFICIARY NAME COMMISSION / UNIT _____: US$ ____/ BBL
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL A NOTIFICATION IMMEDIATELY
UPON EACH TRANCHE TRANSFER PAYMENT TOGETHER WITH THE TRANSACTIONS CODES TO:
ALL TRANSFER INSTRUCTIONS SHALL STATE: “THESE FUNDS ARE GOOD, CLEAN, CLEARED, UNENCUMBERED
LEGTIMATELY EARNED FUNDS OF A NON-CRIMINAL ORIGIN AND ARE FREE AND CLEAR FROM ANY CLAIMS,
SPECIAL INSTRUCTIONS: LIENS AND ENCUMBRANCE WHATSOEVER. THESE FUNDS ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT
BY BENEIFICIARY’S BANK” ALL WIRE TRANSFERS SHALL INCORPORATE BELOW TEXT MESSAGE AND A COPY OF
BANK WIRE TRANSFER SLIP SHALL BE EMAILED TO: _________________ FOR LEGAL VERIFICATION
AND DOCUMENTATION PURSUANT TO PATRIOT ACT/BANKING REGULATIONS WITH ONE ORIGINAL
CONTRACT COPY TO BE FILED WITH BANK.
Passport Copy of the BENEFICIARY #2
#3- BENEFICIARY #3 SHALL RECEIVE $______USD PER BBL FOR ALL TRANSACTIONS + ROLLS &
EXTENTIONS
ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE
BENEFICIARY #3:
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
BENEFICIARY NAME COMMISSION / UNIT ____: US$ ____/ BBL
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL A NOTIFICATION IMMEDIATELY
UPON EACH TRANCHE TRANSFER PAYMENT TOGETHER WITH THE TRANSACTIONS CODES TO:
ALL TRANSFER INSTRUCTIONS SHALL STATE: “THESE FUNDS ARE GOOD, CLEAN, CLEARED, UNENCUMBERED
LEGTIMATELY EARNED FUNDS OF A NON-CRIMINAL ORIGIN AND ARE FREE AND CLEAR FROM ANY CLAIMS,
SPECIAL INSTRUCTIONS: LIENS AND ENCUMBRANCE WHATSOEVER. THESE FUNDS ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT
BY BENEIFICIARY’S BANK” ALL WIRE TRANSFERS SHALL INCORPORATE BELOW TEXT MESSAGE AND A COPY OF
BANK WIRE TRANSFER SLIP SHALL BE EMAILED TO: _________________ FOR LEGAL VERIFICATION
AND DOCUMENTATION PURSUANT TO PATRIOT ACT/BANKING REGULATIONS WITH ONE ORIGINAL
CONTRACT COPY TO BE FILED WITH BANK.
Passport Copy of the BENEFICIARY #3
#4- BENEFICIARY #4 SHALL RECEIVE $____ USD PER BBL FOR ALL TRANSACTIONS + ROLLS &
EXTENTIONS.
ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE
BENEFICIARY #4:
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
BENEFICIARY NAME COMMISSION / UNIT ___: US$ ____/ BBL
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL A NOTIFICATION IMMEDIATELY
UPON EACH TRANCHE TRANSFER PAYMENT TOGETHER WITH THE TRANSACTIONS CODES TO:
ALL TRANSFER INSTRUCTIONS SHALL STATE: “THESE FUNDS ARE GOOD, CLEAN, CLEARED, UNENCUMBERED
LEGTIMATELY EARNED FUNDS OF A NON-CRIMINAL ORIGIN AND ARE FREE AND CLEAR FROM ANY CLAIMS,
SPECIAL INSTRUCTIONS: LIENS AND ENCUMBRANCE WHATSOEVER. THESE FUNDS ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT
BY BENEIFICIARY’S BANK” ALL WIRE TRANSFERS SHALL INCORPORATE BELOW TEXT MESSAGE AND A COPY OF
BANK WIRE TRANSFER SLIP SHALL BE EMAILED TO: _________________ FOR LEGAL VERIFICATION
AND DOCUMENTATION PURSUANT TO PATRIOT ACT/BANKING REGULATIONS WITH ONE ORIGINAL
CONTRACT COPY TO BE FILED WITH BANK.
Passport Copy of the BENEFICIARY #4
“Accepted and agreed without change (Electronic signature is valid and accepted as hand signature”
_____________________________ ______________________________
Name: Na me:
Title: Title:
Pin Number: Pin Number:
Date: _____________, 2013 Date:___________________, 2013