Irrevocable Master Fee Protection Agreement (IMFPA)I by garrybarnett


IMFPA Agreement

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									         INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

                     CONTRACT CODE :

                TYPE OF CONTRACT :
              COMMODITY LOCATION :
                              QUANTITY :
                          PRICE :
                      DISCOUNT :
                PAYMENT TERMS :
                 SELLER’S NAME :
                  BUYER’S NAME :

      WORKING AGREEMENT (NCNDA)                                       AGREEMENT (IMFPA)

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

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    through this agreement, without the express               of the issuing bank.
    permission of the party who made available the
    source and,                                               We, Buyer, agrees to provide all beneficiaries with
    B.The parties will maintain complete confidentiality      written evidence of the pay orders lodged with our
    regarding each other business sources and/or their        bank together with acknowledgements of their
    Affiliates and will disclose such business sources        acceptance. Furthermore, our bank shall be
    only to the named parties pursuant to the express         instructed to provide duly signed and stamped
    written permission of this party who made available       acknowledgement of this instruction as set out in the
    the source, and,                                          annex. Forming part of this agreement. It is
    C.That they will not in any of the transactions the       understood that for the purposes of this Master Fee
    parties are desirous of entering into and do, to the      Protection Agreement, our bank shall be the same
    best of their abilities assure the other that the         bank and this IMFPA acts as an integral part of it.
    transaction codes established will not be affected.
    D.That they will not disclose names, addresses, e-        We the undersigned being Buyer or the seller
    mail address, telephone and tele-fax or telex             named legally authorized representative as stated
    numbers to any contacts by either party to third          within the signed and legally binding main
    parties and that they each recognize such contracts       transaction, contract unconditionally agree and
    as the exclusive property of the respective parties       undertake to approve and originate all payments in
    and they will not enter into any direct negotiations or   USD currency to all beneficiaries named below as
    transactions with such contracts revealed by the          their rightful and payable commissions. This
    other party and                                           agreement also acts as a record confirming the
    E.That they further undertake not to enter into           commission amounts for each named beneficiary as
    business transaction with banks, investors, sources       set out below:-
    of funds or other bodies, the names of which have
    been provided by one of the                               TOTAL COMMISSION SHALL BE PAID BY THE
    F.Parties to this agreement, unless written               BUYER AS FOLLOWS:-
    permission has been obtained from the other party         The amount of delivered currency should be
    (ies) to do so. For the sale of this agreement, it        settled as herein stated to be transferred into the
    does not matter whether information obtained from         account as follows:
    a natural or a legal person. The parties also
    undertake not to make use of a third party to             Buyer’s Side Representative:TBA
    circumvent this clause.                                   Intermediaries TBA
    G.That in the event of circumvention of this              Seller’s Mandate: TBA
    Agreement by either party, directly or indirectly, the
    circumvented party shall be entitled to a legal           TERM & CONDITIONS:
    monetary penalty equal to the maximum service it          This master fee protection agreement covers the
    should realize from such a transaction plus any and       initial contract and shall include any renewals,
    all expenses, including but not limited to all legal      extensions, rollovers, additions or any new or
    costs and expenses incurred to recover the lost           transfer contract any how originated from this
    revenue.                                                  transaction because of the above intermediaries or
    H.All      considerations,      benefits,      bonuses,   changing codes of the initial contract entered into
    participation fees and/or commissions received as a       between the BUYER and SELLER.
    result of the contributions of the parties in the
    Agreement, relating to any and all transactions will      This master fee protection agreement and any
    be allocated as mutually agreed.                          subsequently issued pay orders shall be assignable,
    I.This Agreement is valid for any and all transaction     transferable and divisible and shall not be amended
    between the parties herein and shall be governed          without the express written and notarized consent of
    by the enforceable law in All Commonwealth                the receiving beneficiary. All parties agree neither to
    Country’s, European Union Country’s, USA                  circumvent nor to attempt circumvent either for the
    Courts, or under Swiss Law in Zurich, in the event        transaction of this current contract or in the future for
    of dispute, the arbitration laws of states will apply.    a period of five (5) years from the date of the
    J.The signing parties hereby accept such selected         execution of this fee protection agreement. This
    jurisdiction as the exclusive venue. The duration of      document binds all parties, their employees,
    the Agreement shall perpetuate for five (5) years         associates, transferees and assignees or designees.
    from last date of signing.
                                                              All faxed and/or e-mailed signatures shall be
AGREEMENT TO TERMS                                          considered as original signatures for the purpose of
    A.Signatures on this Agreement received by the            binding all parties to this agreement. This document
    way of Facsimile, Mail and/or E-mail shall be an          may be signed & in any number of counterparts all of
    executed contract. Agreement enforceable and              which shall be taken together and shall constitute as
    admissible for all purposes as may be necessary           being one & the same instrument.

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      under the terms of the A
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