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INTERNATIONAL CHAMBER OF COMMERCE ROB OIL

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INTERNATIONAL CHAMBER OF COMMERCE ROB OIL Powered By Docstoc
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       INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT
                           &
     IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

                        50,000+/-5% Metric Tons X 12 Months contract - UREA
                              USD $260/$261 Gross/Net per Metric Tons


Whereas, the undersigned parties are mutually desirous of doing business with respect to the
arranging, selling and buying and in cooperation with one another and with third parties for their
mutual benefit. The documents which are going to follow this agreement like letters of intent, full
corporate offers, bank comfort letters, contract terms and conditions, banking details or pre-advised
payment instruments and/or any information contained in such documents will not be passed, under
any circumstance, onto another intermediary or broker or trader or whatever company or private
persons who are not end buyers or end suppliers without prior specific written consent of the
party(s) providing such information.

This agreement is made and entered into on this date, shall obligate the undersigned parties and
their partners, associates, employers, employees, affiliates, subsidiaries, parent companies, any
nominees, representatives, successors, clients and assigns hereinafter referred to as “The Parties”
jointly severally, mutually and reciprocally for the terms and conditions expressly state and agree to
below, and that this agreement may be referenced from time to time in any document(s), or written
agreements, the terms and conditions of this agreement shall apply to any exchange of information
written or oral involving financial information, personal or corporate names, contracts initiate by or
involving the parties and any addition, renewal, extension, rollover amendment, renegotiations or
new agreement hereinafter referred to as “The Transaction” (Project/Transaction) for the purchase
of all commodities, products, Equipment.

NOW, THEREFORE IT IS AGREED

            AGREEMENT NOT TO DEAL WITHOUT CONSENT

The intending parties hereby legally, and irrevocably bind themselves into guarantee to each other
that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid,
by-pass or obviate each others interest or the interest or relationship between “The Parties” with
procedures, seller, buyers, brokers, dealers, distributors, refiners, shippers, financial instructions,
technology owners or manufacturers, to change, increase or avoid directly or indirectly payments of
established or to be established fees, commissions, or continuance of pre-established relationship or
intervene in un-contracted relationships with manufacturers or technology owners with
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intermediaries entrepreneurs, legal council or initiate buy/sell relationship or transactional
relationship that by-passes one of “The Parties” to one another in connection with any ongoing and
future transaction or project.


                        AGREEMENT NOT TO DISCLOSE

 T
“ he Parties” irrevocably agree that they shall not disclose or otherwise reveal directly or
indirectly to a third party any confidential information provided by one party to the other or

otherwise acquired, particularly contract terms, product information or manufacturing processes,
prices, fees, financial agreement, schedules and information concerning the identity of the sellers,
producers, buyers, lenders, borrowers, brokers, distributors, refiners, manufacturers, technology
owners, or their representative and specifically individuals names, addresses, principals, or
telex/fax/telephone numbers, references product or technology information and/or other information
advised by one party(s) to be one another as being confidential or privileged without prior specific
written consent of the party(s) providing such information.


                  AGREEMENT TO HONOR COMMISSIONS

Commissions, fees, compensation or remuneration to be paid as part of transaction covering “The
Parties” to this agreement, shall be agreed upon by separate written agreement by “The Parties”
concerned and shall be paid at the time such contract designated, concluded or monies changing
hands between buyers and sellers, unless otherwise agreed among “The Parties”.

 T
“ he Parties” hereby irrevocably and unconditionally agree and guarantee to honor and respect all
such fees and remuneration, arrangements made as part of a commission transaction even in the
event that “The Parties” are not an integral member to a specific commission and fee, remuneration
agreement.


                             AGREEMENT TO INFORM

In specific deals where one of “The Parties” acting as an agent allows the buyers or buyer‟s
mandate, and the seller to deal directly with one another, the agent shall be informed of the
development of the transactions by receiving copies of the correspondence made between the buyer
or buyer‟s mandate and the seller.


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                                             TERM

This agreement shall be valid for five (5) years commencing from the date of this agreement.
This agreement has an option to renew for a further period of five (5) years subject to and upon the
terms and conditions agreed between both parties.

This agreement shall apply to:
   All transactions originated during the term of this agreement.
   All subsequent transactions that are follow up, repeat, extended or renegotiated transactions of
   transactions originated during the term of this agreement.


                                       ARBITRATION

All disputes arising out of or in connection with the present contract shall be finally settled under
the rules of arbitration of the “International Chamber of Commerce (ICC)” by one or more
“Arbitrators” appointed in accordance with the said rules.

Every award shall be binding on “The Parties” and enforceable at law.
By submitting the dispute to arbitration under these rules, “The Parties” undertake to carry out
any award without delay and shall be deemed to have waived their right to any form of recourse
insofar as such waiver can validly be made.

Each of “The Parties” subject to the declared breach shall be responsible for their own legal
expenses until an award is given or settlement is reached, provided however, “That Party” found in
default by “The Arbitrator(s)” shall compensate in full the aggrieved party its heirs, assignees
and/or designs for the total remuneration received as a result of business conducted with “The
Parties” covered by this agreement, plus all its arbitration costs, legal expenses and other charges
and damages deemed fair by “The Arbitrator(s)” for bank, lending institutions, corporations,
organizations, individuals, lenders, or borrowers, buyers or sellers that were introduced by the
named party, notwithstanding any other provisions of the award.


                                      FORCE MAJOR


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A party shall not be considered or adjudged to be in violation of this agreement when the violation
is due to circumstances beyond its control, including but not limited to act of God, civil
disturbances and theft or appropriation of the privileged information or contract(s) without the
intervention or assistance of one or more of “The Parties”.


                      ENTITIES OWNED OR CONTROLLED

This agreement shall be binding upon all entities owned or controlled by a party and upon the
principal(s), employee(s), assignee(s), family and heirs of each party.

Neither party shall have the right to assign this agreement without the express written consent of
the other.


                      AGREEMENT NOT TO CIRCUMVENT

 T
“ he Parties” agree not to circumvent or attempt to circumvent this agreement in an effort to gain
fees, commissions, remunerations or considerations to the benefit of the one or more if “The
parties” while excluding other or agree to benefit to any other party.


                        NOT PARTNERSHIP AGREEMENT

This agreement in no way shall be construed as being an agreement of partnership and none of
“The Parties” shall have any claim against any separate dealing, venture or assets of any other
party or shall any party be liable for any other.


                    TRANSMISSION OF THIS AGREEMENT

The transmission of this agreement through Yahoo Messenger, MSN Messenger or any similar
programs, fax or e-mail shall be legal and binding.


                               AGREED AND ATTESTED

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Each    representative‟s signature below guarantees that he/she is duly empowered by his/her
respectively named company to enter into and be bound by the commitments and obligations
contained herein either as individual, corporate body or on behalf of a corporate body.
                  # Electronic signature is valid and accepted as hand signature #

                                            Buyer
Name
Passport Number
Issue At
Company Name
Company Reg. No
Designation
Address
Telephone
Facsimile
Email Address


Sign & Seal




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                                               Seller
 Name
 Passport Number
 Issue At
 Company Name
 Company Reg. No
 Designation
 Address
 Telephone
 Facsimile
 Cell Phone
 Email Address


 Sign & Seal


                 Buyer’s Group A                                       Buyer’s Group B
Name                                              Name
Passport Number                                   Passport Number
Nationality                                       Nationality
Company Name                                      Company Name
Company Reg. No.                                  Company Reg. No
Designation                                       Designation

Address                                           Address

Telephone                                         Telephone
Facsimile                                         Facsimile
Skype                                             Cell Phone
Email Address                                     Email Address


                                                  Sign & Seal
Sign & Seal                                       Date
Date




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                 Seller’s Group A                                              Seller’s Group B
Name                                                      Name
Passport Number                                           Passport Number
Nationality                                               Nationality
Company Name                                              Company Name
Company Reg. No.                                          Company Reg. No
Designation                                               Designation

Address                                                   Address

Telephone                                                 Telephone
Facsimile                                                 Facsimile
Skype                                                     Cell Phone
Email Address                                             Email Address


                                                          Sign & Seal
Sign & Seal                                               Date
Date




                                       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:-
 1- Incorporate U.S. Public Law 106-229, „„Electronic Signatures in Global and National Commerce Act‟‟ or such other
    applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and
 2- ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations
    Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
 3- 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.




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         Irrevocable Master Fee Protection Agreement
CONTRACT NO
COMMODITY              UREA
ORIGIN                 RUSSIA / UKRINE
CONTRACT QTY           25,000 MT SPOT
CONTRACT PERIOD        June 17, 2009
TERM                   CIF HAIPHONG, VIETNAM
SELLER’S NAME
REPRESENTED BY
BUYER’S NAME
REPRESENTED BY

We the undersigned, herewith referred as the Seller, under penalty of perjury do hereby
irrevocably confirm and irrevocably accept to pay all intermediaries and fee holders at the same
time and in a manner as the Seller is being paid for each and every transaction 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 the hard copies of this contract.

We, the Seller, irrevocably confirm that we will order and direct our bank to endorse automatic
payment orders to the beneficiaries named below; furthermore, we, the Buyer, 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 each and every shipment of the
product during the contract term plus any/or extensions and rollover of the specified contract. For
the purpose of clarity, we confirm that the closing 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.

We, the Seller, agree to provide all beneficiaries with written evidence of the pay orders lodged
with our bank together with acknowledgements of their acceptance. Furthermore, our bank shall be
instructed to provide duly signed and stamped acknowledgement of this instruction as set out in the
agreement. Forming part of this agreement, it is understood that for the purposes of this Master Fee
Protection Agreement, our bank shall be the same bank and this MFPA acts as an integral part of it.

We, the Seller, agree that the terms of Purchase and Sale of the Commodity shall be as per Contract
between ROB OIL (As Seller) and XXXXXXX(As Buyer). Beneficiary named below under Buyer
side beneficiary are acting strictly as our Agents and or Mandates shall have no liability whatsoever
towards the Seller and/or Buyer (and their respective Agents or intermediaries) on account of
default under the contract by Seller and/or Buyer. M/s. Agents / Mandates and or Intermediaries or
their officers, partners, directors and employees shall not be liable under any theory of contract,
strict liability, negligence, misrepresentation or other legal equitable theory for any loss of damage
of any nature incurred by Buyer and/or Seller and their respective Mandate/Agents or
intermediaries in the performance of the contract(s) between Buyer and Seller. Agents / Mandates

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and or Intermediaries shall not be liable to Buyer and/or Seller and their respective Mandate/Agents
or intermediaries for any special, incidental or consequential (indirect) or contingent damages such
as but not limited to loss of profit, loss of opportunity, loss of business, etc.

We the undersigned being Buyer or the Buyers named legally authorized representative as stated
within the signed and legally binding main transaction, contract unconditionally agree and
undertake to approve and originate all payments in USD currency to all beneficiaries named below
as their rightful and payable commissions. This agreement also acts as a record confirming the
commission amounts for each named beneficiary as set out below:-

TOTAL COMMISSION SHALL BE PAID BY THE SELLER AS FOLLOWS:

The amount of USD $2 per Metric Ton of Urea delivered should be settled as herein stated to be
transferred into the account as follows:

   BUYER SIDE : USD $1 per Metric Ton as a contract condition.
   SELLER SIDE: USD $1 per Metric Ton as a contract condition.


TERM & CONDITIONS
This master fee protection agreement covers the initial contract and shall include any renewals,
extensions, rollovers, additions or any new or transfer contract any how originated from this
transaction because of the above intermediaries or changing codes of the initial contract entered into
between the buyer and seller.
This master fee protection agreement and any subsequently issued pay orders shall be assignable,
transferable and divisible and shall not be amended without the express written and notarized
consent of the receiving beneficiary. All parties agree neither to circumvent nor to attempt
circumvent either for the transaction of this current contract or in the future for a period of five (5)
years from the date of the execution of this fee protection agreement. This document binds all
parties, their employees, associates, transferees and assignees or designees.
All faxed and/or e-mailed signatures shall be considered as original signatures for the purpose of
binding all parties to this agreement. This document may be signed and in any number of
counterparts all of which shall be taken together and shall constitute as being one and the same
instrument.
Any party may enter into this document and the agreement constituted thereby by signing any
counterpart any time, date or period mentioned in any provision of this document shall only be
amended by agreement in writing and signed off by all parties concerned.
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 contract and that we shall effect all necessary documentation with
our bank without any undue delays to ensure such commissions and paid within the terms of the
agreement.


PARTIAL INVALIDITY:
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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.

GOVERNING LAW AND JURISDICTION:
This document shall be governed and 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.
                  # Electronic signature is valid and accepted as hand signature #
                    Accepted & Agreed by Buyer, Seller and Beneficiaries named below
PARTICULAR’S                        SELLER                                      BUYER

Company Name
Company address
Represented by
Title

Passport No

Nationality

Signature/ Seal

Date
Bank Name
Bank Address
Account No.
Account Name
SWIFT
Bank Officer
Bank Phone /Fax




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-------------------------------------------------------------------------------------------------------

                            Buyer’s Side Beneficiaries- Group A



BUYER’S INTERMEDIARY GROUP A SHALL RECEIVE: ONE US DOLLARS ($ 1.00 USD) PER MT ON
EACH TRANCHE


Beneficiaries names
Beneficiary Paymaster
Bank Name
Bank Address
Account no.
Account Name
SWIFT/ABA no.
Bank Officer
Bank Telephone
Bank Fax
Special Wire
                         A NOTIFICATION NOTE MUST BE SENT IMMEDIATELY UPON EACH
Instruction              TRANCHE TRANSFER PAYMENT ALONG WITH TRANSACTION CODE TO:
Required Message
                         ALL TRANSFER INSTRUCTIONS SHALL STATE: “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. 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




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-------------------------------------------------------------------------------------------------------
                            Buyer’s Side Beneficiaries- Group B


BUYER’S INTERMEDIARY GROUP B SHALL RECEIVE: ONE US DOLLARS ($ 1.00 USD) PER MT ON
EACH TRANCHE

 Beneficiaries names
 Beneficiary Paymaster
 Bank Name
 Bank Address
 Account no.
 Account Name
 SWIFT/ABA no.
 Bank Officer
 Bank Telephone
 Bank Fax
 Special Wire            A NOTIFICATION NOTE MUST BE SENT IMMEDIATELY UPON EACH
 Instruction             TRANCHE TRANSFER PAYMENT ALONG WITH TRANSACTION CODE TO:

 Required Message
                         ALL TRANSFER INSTRUCTIONS SHALL STATE: “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. 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




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                           Seller’s Side Beneficiaries –Group A


BUYER’S INTERMEDIARY GROUP A SHALL RECEIVE: ONE US DOLLARS ($ 1.00 USD) PER MT ON
EACH TRANCHE

Beneficiaries names
Beneficiary Paymaster
Bank Name
Bank Address
Account no.
Account Name
SWIFT/ABA no.
Bank Officer
Bank Telephone
Bank Fax
Special Wire            A NOTIFICATION NOTE MUST BE SENT IMMEDIATELY UPON EACH
Instruction             TRANCHE TRANSFER PAYMENT ALONG WITH TRANSACTION CODE TO:

Required Message
                        ALL TRANSFER INSTRUCTIONS SHALL STATE: “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. 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




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                           Seller’s Side Beneficiaries –Group B


BUYER’S INTERMEDIARY GROUP B SHALL RECEIVE: ONE US DOLLARS ($ 2.00 USD) PER MT ON
EACH TRANCHE

Beneficiaries names
Beneficiary Paymaster
Bank Name
Bank Address
Account no.
Account Name
SWIFT/ABA no.
Bank Officer
Bank Telephone
Bank Fax
Special Wire            A NOTIFICATION NOTE MUST BE SENT IMMEDIATELY UPON EACH
Instruction             TRANCHE TRANSFER PAYMENT ALONG WITH TRANSACTION CODE TO:

Required Message
                        ALL TRANSFER INSTRUCTIONS SHALL STATE: “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. 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




            # ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARY #




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                                                 NOTARY PUBLIC


ON THIS ___ DAY OF __________________ 2009.

BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,______________. PERSONALLY APPEARED HOLDING
PASSPORT NUMBER _______________TO ME KNOWN TO BE THE INDIVIDUAL DESCRIBED IN AND WHO
EXECUTED THE FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT HE EXECUTED THE SAME
AS HIS FREE ACT AND DEED

         MY COMMISSION EXPIRES:


_______________________
       NOTARY PUBLIC
[SEAL]




BANK ENDORSEMENT
This irrevocable payment order has been lodged with us and will be executed as per instructions above.


______________________________
Bank Officer Name:
Title:
Pin Number:
Bank Name:

Seal:
Date: ________________ _____, 2009




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