INTERNATIONAL BROKERS ASSOCIATION
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IMFPA & NCND

Your Customer's Name
Your Customer's Business name
Your Customer's Address
your_customer@yourcustomer.com


RE: Irrevocable Master Fee Protection and Non-Disclosure Non-Circumvent Agreements


Greetings Mr. Customer,


In order to expedite our pending transaction please find below an Irrevocable Master Fee Protection and Non-Disclosure Non-Circumvent Agreements.  

Please fill in this agreement and fax (your fax #) back to our office at your earliest convenience.

Note: Edit all areas in Blue and remove this line of instruction before sending to your customer.


IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
and
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT

Confidential

I. IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

Contract Number: insert Invoice or Contract number here if applicable
Date: insert date here
PRODUCT: insert product description here
BUYER'S CURRENCY: insert the currency that will be used for this transaction
QUANTITY: insert product quantity here
Total: insert quantity for the life of the contract (e.g 1000 units per month X 12 months = 12,000 units total)
Every month Quantity: insert number of units per month can be changed to week, month, year or if this is a one time only transaction this line may be eliminated.
TERM: insert Length of Contract here
SELLERS PRICE: insert price per unit here
TOTAL AGENT FEES: insert your fee here
TOTAL AMOUNT OF TRANSACTION: insert total value of contract here

Sell Side Intermediaries:
1. Pay (Your comany name) the amount of: enter your commission or fee here
2. insert Intermediaries name here Fee to be paid insert fee to be paid here
(can be a % or per unit)

SELL SIDE INTERMEDIARIES:

Total fees of as listed above to be paid by insert Bank/Paymaster here on behalf of the Seller represented by insert Paymaster/Bank Official (this is usually the bank that created the LOC), to the intermediaries.

Each and every payment will be divided as outlined herein. The aggregate funds available in each delivery for payment to the intermediaries will be divided per the schedule above and wire transferred to the intermediaries immediately upon the completion of the individual delivery.

Notes:
1. Any alterations to this Fee Protection Agreement document from its original form will cause it to be null and void.
2. Any subsequent fully authorized, signed and sealed Fee Protection Agreements will not alter this Fee Protection Agreement or supersede this Fee Protection Agreement


PAYMASTER

Enter the Name of the Seller's Bank Here is designated as the Seller's Paymaster for this transaction will be instructed with full legal authority and corporate responsibility upon execution of the above transaction and for and in consideration of the services rendered by the individuals or corporation designated herein, irrevocably to pay or cause to pay, in Name Currency Here, (example $US Dollars) to the intermediaries amount per shipment as indicated.

All payments are to be made by Bank Wire Transfer separately to each Intermediary immediately upon closing of each transaction and is to be made without restrictions, imposts, impediments, free of any National or local taxes, duties and liens or delays of any kinds whatsoever.

All associated banking costs are to be deducted from commissions and accounted for in writing.

The Bank, as paymaster and upon execution of this irrevocable order and for each and every delivery, shall immediately distribute the amount entitled to each named bank account without delay.

A need for change of an Intermediaries Banking Coordinates may arise from time to time. In such instances the Seller agrees to conform to all demands for new banking instructions as soon as such demands are formulated and verified by the Intermediary in writing.

This Document:
This signed document in original or fax copies shall be deemed original of all purposes.
This document binds all parties for a period of 5 years from the date of this document. All parties hereby agree not to circumvent or attempt to circumvent any of the parties involved in this transaction and/or any other transaction now pending.

This irrevocable fee pay order is valid upon signing of the Buy and Sell Agreement by and between INSERT Buyer's name here and INSERT Seller's name here.

This Agreement shall remain valid and enforceable for the full term of the Buy and Sell Agreement and will include all rolls and extensions.

This MFPA shall be valid and binding upon execution of the contract by both the buyer and seller of Contract Reference Code: INSERT CONTRACT NUMBER OR NAME HERE

II. NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT

WHEREAS, the Undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentially with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce Convention (I.C.C. 500).

WHEREAS, the Undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations (herein after referred to as "Affiliates").

NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:

I. TERMS AND CONDITIONS :

A. The parties will not in any manner, solicit, nor accept any business in any manner from sources not their Affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source and,

B. The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sources only to named parties pursuant to the express written permission of this party who made available the source; and,

C. That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that the transaction codes established will not be affected and

D. That they will not disclose names, addresses, email address, telephone and telefax or telex numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and that they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and

E. That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the parties to this agreement, unless written permission has been obtained from the other party(ies) to do so. For the sake of this agreement, it does not matter whether informations obtained from a natural or a legal person. The parties also undertake not to make use of a third party to circumvent this clause.

F. That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.

G. All consideration, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed.

H. This agreement is valid for any an all transaction between the parties herein and shall be governed by the enforceable law in Australian Courts, Canada Courts, USA Courts, UK Courts, Singapore Courts, or under Swiss Law in Zurich, in the event of dispute, the arbitration laws of states will apply.

I. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall perpetuate for five (5) years from the date hereof.

Participants Initials:  
1. ___________________ 3. ___________________
2. ___________________ 4. ___________________


II. AGREEMENT TO TERMS

A. Signatures on this Agreement received by the way of Facsimile, Mail and/or Email shall be deemed to be an executed contract. Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.

B. All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature.

This signed document forms an integral part of the contract above and shall be attached to said contract.

Signatures:
The undersigned hereby irrevocably guarantee, fully authorized by the Seller and with full personal and corporate responsibility and under penalty of perjury to honor all payments to all intermediaries for the entirety of the contract

Signed and Sealed


______________________________________
Seller

_______________________________________
Print the name of the Bank Official here
Title
(Name Seller's Bank here)



BANKING COORDINATES FOR INTERMEDIARIES:


Banking Coordinates for:

(Your company name)


Representative:enter your information here or if non-applicable write in NA
Name of Bank: enter your information here or if non-applicable write in NA
SWIFT Wiring Number: enter your information here or if non-applicable write in NA
Branch Name: enter your information here or if non-applicable write in NA
Bank Address: enter your information here or if non-applicable write in NA
Bank Officer: att:(Bank Officer's name here)
Bank Phone: enter your information here or if non-applicable write in NA

 

Banking Coordinates for:
Representative:
Correspondent -
S.W.I.F.T. code -
Beneficiary's Bank -
Account -
Beneficiary -


.

 

Please call with any questions.

Thank you for this opportunity to serve you,