INTERNATIONAL CHAMBER OF COMMERCE (I
INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT(NCNDA)IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)Contract NoUFA/KHNL/D2/305/2010Seller’s Code :REF CODE NO:UFA#JSC-008HBuyer’s Code :Type of Deal :12 x 2 200 000 MTProduct :Diesel D2 Gas OilProduct Origin :RUSSIAContract Quantity :2 200 000MT X 12 MONTHS CONTRACTContract Period :12 MONTHS CONTRACTDelivery Terms :CIF ROTTERDAM & LAGOS NIGERIAPrice and Commission :CIF 290 USDollar and 10 USDollar CommissionSeller’s Name :UFA REFINERY JSCSeller’s side Representative :Buyer’s Name :KINGS HIGHWAY NIGERIA LTDBuyer’s side Representative :BABATUNDE OGUNJOBIContract Date :23.09.2010NON-CIRCUMVENTION, NON-DISCLOSURE &WORKING AGREEMENT (NCNDA)IRREVOCABLE MASTER FEE PROTECTIONAGREEMENT (IMFPA)WHEREAS the undersigned wish to enter into thisWe, the undersigned herewith referred as the BUYER,under penalty of perjury do hereby irrevocably confirmand irrevocably accept to pay all intermediaries and feeholders at the same time and in a manner as the seller isbeing paid for each and every transaction of this contractup to the completion of the contract plus rollovers andextensions and in accordance with the bank details to bespecified in this contract.Agreement to define certain parameters of the future legalobligations, are bound by a duty of Confidentiality withrespect to their sources and contacts.This duty is inaccordance with the International Chamber of Commerce.WHEREAS the undersigned desire to enter a workingbusiness relationship to the mutual and common benefit ofthe parties hereto, including their affiliates, subsidiaries,stockholders, partners, co-ventures, trading partners, andother associated organizations (hereinafter referred to as“Affiliates”).NOW THEREFORE in consideration of the mutual promises,assertions and covenants herein and other good andvaluableconsiderations,thereceiptsofwhichisWe, the BUYER, irrevocably confirm that we will orderand direct our bank to endorse automatic payment ordersto the beneficiaries named below; furthermore, We, theBUYER, confirm that all pay orders shall automaticallytransfer funds as directed into each beneficiary’sdesignated bank account within 1 (one) day after thedate of closing and completion of each and everyshipment of the product during the contract term plusany/or extensions and rollover of the specified contract.For the purpose of clarity, we confirm that the closing andcompletion of each and every shipment shall be deemedto take place when the letter of credit issued by theNon-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection AgreementPage 1 of 11
acknowledged hereby, the parties hereby agree as follows:1.TERMS AND CONDITIONSA.The parties will not in any manner solicit, noraccept any business in any manner from sourcesor their affiliates, which sources were madeavailable through this agreement, without theexpress permission of the party who madeavailable the source and,B.their Affiliates and will disclose such businesssources only to the named parties pursuant to theexpress written permission of this party who madeavailable the source, and,That they will not in any of the transactions theparties are desirous of entering into and do, to thebest of their abilities assure the other that thetransaction codes established will not be affected.D.That they will not disclose names, addresses, email address, telephone and tele-fax or telexnumbers to any contacts by either party to thirdparties and that they each recognize suchcontractsasthe exclusiveproperty oftherespective parties and they will not enter into anydirect negotiations or transactions with suchcontracts revealed by the other party andE.That they further undertake not to enter intobusinesstransactionwithbanks,investors,sources of funds or other bodies, the names ofwhich have been provided by one of theF.We, the BUYER, agree to provide all beneficiaries withwritten evidence of the pay orders lodged with our banktogether with acknowledgements of their acceptance.Furthermore, our bank shall be instructed to provide dulysigned and stamped acknowledgement of this instructionas set out in the annex. Forming part of this agreement. Itis understood that for the purposes of this Master FeeProtection Agreement, our bank shall be the same bankand this IMFPA acts as an integral part of it.The parties will maintain complete confidentialityregarding each other business sources and/orC.BUYER has been drawn down at the counters of theissuing n has been obtained from the other party(ies) to do so. For the sale of this agreement, itdoes not matter whether information obtained froma natural or a legal person.The parties alsoWe, the Buyer, agree that the terms of Purchase and Saleof the Commodity shall be as per Contract between (asSELLER) and . (as BUYER). Beneficiaries namedbelow under Seller side beneficiary and Buyer sidebeneficiary are respectively acting strictly as their Agents /Mandates and or Intermediaries. Agents / Mandates and orIntermediaries shall have no liability whatsoever towards theSeller and/or Buyer (and their respective Agents orintermediaries) on account of default under the contract bySeller and/or Buyer. Agents/ Mandates and or Intermediariesor their officers, partners, directors and employees shall notbe liable under any theory of contract, strict liability,negligence, misrepresentation or other legal equitable theoryfor any loss of damage of any nature incurred by Buyerand/or Seller and their respective Mandate/Agents orintermediaries in the performance of the contract(s) betweenBuyer and Seller. Agents / Mandates and or Intermediariesshall not be liable to Buyer and/or Seller and their respectiveMandate/Agents or intermediaries for any special, incidentalor consequential (indirect) or contingent damages, such asbut not limited to, loss of profit, loss of opportunity, loss ofbusiness, etc.We the undersigned being the BUYER or the Buyer‟snamed legally authorized representative as stated withinthe signed and legally binding main transaction, contractunconditionally agree and undertake to approve andoriginate all payments in USD currency to allbeneficiaries named below as their rightful and payablecommissions. This agreement also acts as a recordconfirming the commission amounts for each namedbeneficiary as set out below:TOTAL COMMISSION US 10.00 per MT SHALL BEPAID BY THE BUYERandTHE SELLER ASFOLLOWS:-Seller Mandate US 5.00/MT as contract conditionBuyer SideUS 5.00MT as contract conditionundertake not to make use of a third party tocircumvent this clause.G.That in the event of circumvention of thisAgreement by either party, directly or indirectly,the circumvented party shall be entitled to a legalmonetary penalty equal to the maximum service itshould realize from such a transaction plus anyTERM & CONDITIONS:This master fee protection agreement covers the initialcontract and shall include any renewals, extensions,rollovers, additions or any new or transfer contract anyhow originated from this transaction because of theabove intermediaries or changing codes of the initialcontract entered into between the BUYER and SELLER.Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection AgreementPage 2 of 11
and all expenses, including but not limited to alllegal costs and expenses incurred to recover thelost revenue.H.All considerations, benefits, bonuses, participationfees and/or commissions received as a result ofthe contributions of the parties in the Agreement,relating to any and all transactions will be allocatedas mutually agreed.I.This Agreement is valid for any and all transactionbetween the parties herein and shall be governedby the enforceable law in All CommonwealthCountry’s, European Union Country’s, USACourts, or under Swiss Law in Zurich, in the eventof dispute, the arbitration laws of states will apply.J.The signing parties hereby accept such selectedjurisdiction as the exclusive venue. The durationof the Agreement shall perpetuate for five (5)years from last date of signing.2.AGREEMENT TO TERMS Signatures on this Agreement received by the wayof Facsimile, Mail and/or E-mail shall be anexecuted contract. Agreement enforceable andadmissible for all purposes as may be necessaryunder the terms of the Agreement. All signatories hereto acknowledge that they haveread the foregoing Agreement and by their initialsand signature that they have full and completeauthority to execute the document for and in thename of the party for which they have given theirsignature.This master fee protection agreement and anysubsequently issued pay orders shall be assignable,transferable and divisible and shall not be amendedwithout the express written and notarized consent of thereceiving beneficiary. All parties agree neither tocircumvent nor to attempt circumvent either for thetransaction of this current contract or in the future for aperiod of five (5) years from the date of the execution ofthis fee protection agreement. This document binds allparties, their employees, associates, transferees andassignees or designees.All faxed and/or e-mailed signatures shall be consideredas original signatures for the purpose of binding allparties to this agreement. This document may be signedand in any number of counterparts all of which shall betaken together and shall constitute as being one and thesame instrument.Any party may enter into this document and theagreement constituted thereby by signing anycounterpart any time, date or period mentioned in anyprovision of this document shall only be amended byagreement in writing and signed off by all partiesconcerned.Furthermore, we agree that any and all commissions dueshall be paid to the beneficiary as a result of anyextension or rolls of the contract and that we shall effectall necessary documentation with our bank without anyundue delays to ensure such commissions and paidwithin the terms of the agreement.PARTIAL INVALIDITY:The illegality, invalidity and non-enforceable provision ofthis document under the laws of any jurisdiction shall notaffect its illegality, validity or enforceability under the lawof any other jurisdiction or provision.GOVERNING LAW AND JURISDICTION:This document shall be governed and construed inaccordance with current English or I.C.C 400/500/600signed between partners NCND laws.ARBITRATION:All parties agree to refer any disputes between theparties arising out of or in connection with this agreementincluding any questions regarding its existence, validity ortermination to arbitration rules of the internationalarbitration centre (I.A.C). The appointed arbitrator shallhold the proceedings in any country chosen by theparties and the rules of the IAC shall apply.This document is signed and accepted by parties namedbelow as to be included in the main contract.Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection AgreementPage 3 of 11
“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 provisionsof this Contract. As applicable, this agreement shall be:Incorporate U.S. Public Law 106-229, „„Electronic Signatures in Global & National Commerce Act‟‟ or suchother applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)2.ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the UnitedNations 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. EitherParty may request hard copy of any document that has been previously transmitted by electronic meansprovided however, that any such request shall in no manner delay the parties from performing their respectiveobligations and duties under EDT instruments.Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection AgreementPage 4 of 11
NON-CIRCUMVENTION, NON-DISCLOSURE &WORKING AGREEMENT (NCNDA)IRREVOCABLE MASTER FEE PROTECTIONAGREEMENT (IMFPA)THE BUYERNAME :OLAYINKA OMOLEREPassport # :A 01775235XXXXXXXXXXXXXXXXXXXXXXXXXNationality :NIGERIANAccount Name :KINGS HIGHWAY NIG LTDCompany Name:KINGS HIGHWAY NIG LTDBank Account # :05708360201Designation :VICE CHAIRMAN/CEOBank Name :STANDARD CHARTEREDBANK NIGERIA LTDAddress :PLOT 8 & 10 KINGSLEY OSUHAVENUE, HARMONY ESTATE,LANGBASA OFF AJAH, LEKKI.LAGOS. NIGERIABank Address :IKOTA SHOPPINGCOMPLEX, AJAH, LEKKI,LAGOSTelephone # : 234 - 702 613 4238Swift Code :SCBLNGLAFax # :efax - 44 705 360 1391ABA / Routing # :IBAN GB22Mobile # : 234 803 304 3172Bank Officer :ADEYINKA TINUADEEmailAddress :Olayinka.omolere@gmail.com &kingshighwayng@yahoo.comBank Telephone # : 234 1 461 3690Bank Fax # : 234 1 451 3691XXXXXXXXXXXXXXXXXXXXXXXXXWeb Address:Today’s Date :September 23, 2010.ACCEPTED BY US WITH BELOW BANK DETAILSSIGNATURE&SEALNon-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection AgreementPage 5 of 11
NON-CIRCUMVENTION, NON-DISCLOSURE &WORKING AGREEMENT (NCNDA)IRREVOCABLE MASTER FEE PROTECTIONAGREEMENT (IMFPA)THE SELLERNAME :Anatoly.M.SukhorukovPassport # :55 9723499Nationality :RussiaAccount Name :UFA REF JSCCompany Name:UFA REFINERY JSCBank Account :40817840104260004216Designation :CEOBank Name :VTB BANKAddress :109429,kapotnya,2Kvartal 1/3Moscow,RussiaBank Address :NO, 43 VORONTSOVSKAYASTREET, MOSCOW, 109044,RUSSIA.Telephone # : 7(495)-6277-356Swift Code :CBGURUMMFax # : 7(495)-6277-356Bank Officer :Mobile # : Bank EmailEmail .ruACCEPTED BY US WITH BELOW BANK DETAILSVLADIMIROVICH .S. BORISjscvtbank@bk.ruWeb Address :Today’s Date :23th /09/2010Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection AgreementPage 6 of 11
NON-CIRCUMVENTION, NON-DISCLOSURE &WORKING AGREEMENT (NCNDA)IRREVOCABLE MASTER FEE PROTECTIONAGREEMENT (IMFPA)BUYERS Paymaster 1NAME :Bley BernardCommission :Total US 2.50/MTPassport # :1790030789Beneficiary’s Name :Bley BernardNationality :DeutschAccount Name :DE97280200503224223200Company Name :BleyAccount # :3224223200Bank Name :OldenburgischeLandesbankDesignation :Address :Schaulenborg 2849696 PeheimBank Address :Cloppenburgerstr.1249696 MolbergenTelephone # : 0174-1797797Swift Code :OLBODEH2XXXFax # : ABA / Routing # :Mobile # : 0174-1797797Bank Officer :Email Address :ble-bern@ewetel.netBank Telephone # : 04475-95900-0Today’s Date :23.09.2010Bank Fax # : g 28D-49696 PeheimNon-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection AgreementPage 7 of 11
NON-CIRCUMVENTION, NON-DISCLOSURE &WORKING AGREEMENT (NCNDA)IRREVOCABLE MASTER FEE PROTECTIONAGREEMENT (IMFPA)SELLERS PaymasterNAME :Samir KewargisCommission :Total US 5.00 MTPassport # :ZOR5CMPN8Beneficiary’s Name :Samir KewargisNationality :IraqiAccount Name :Samir Kewargis, KA ExpimCompany Name :KA Expim Samir KewargisAccount # :DE90820510000163005656Designation :General DirectionBank Name :Address :Bertuchstrasse 3499423 WeimarBank Address :Telephone # : 49 3643 85 70 87Swift – BIC Code :HELADEF1WEMFax # : 49 3643 85 70 86Bank Officer :Robert KindervaterMobile # : 49 176 811 83 051Bank Telephone # : 49 3643 236 19 713Email Address :skewargis@web.deBank Fax # : 49 3643 236 48 709Today’s Date ltuehringenAnger 25/2699084 ErfurtSIGNATURE&SEALNon-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection AgreementPage 8 of 11
NON-CIRCUMVENTION, NON-DISCLOSURE &WORKING AGREEMENT (NCNDA)IRREVOCABLE MASTER FEE PROTECTIONAGREEMENT (IMFPA)Buyers Paymaster 2NAME :Babatunde OgunjobiCommissionTotal US 2,50/MTPassport # :A01264071Beneficiary’s Name :Babatunde OgunjobiNationality :NigerianAccount Name :Company Name:Cruise EnergyAccount # :421687500Designation :CEOBank Name :Commerzbank AGAddress :Hanauer Landstrasse 129,60314 Frankfurt/MainBank Address :Telephone # : 49 69 – 577 088 59Swift Code :COBADEFFXXXFax # : 49 69 – 577 088 60Bank Officer :Wolfgang GrossMobile # : 49 160 5930128Bank Telephone # : 49 69 82001-0Email Address:bogunjobi@cruiseenergy.comBank Fax # : 49 69 82001-292Today’s Date 21687500Kaiserstrasse 74,63065 O ffenbach / MainNon-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection AgreementPage 9 of 11
SIGNATURE&SEALALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARIES ABOVEText Message: The S.W.I.F.T. or Clear stream text message covering allremittances shall clearly state the following: "CLEAN, CLEARED, LIEN FREEAND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ONCOMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS,KNOWN BY BUYER’S OR SELLER’S CODE: "XXXXXXXXXXXX/XXXXXXXXXX",FOR SAME DAY SETTLEMENT."NOTE:THE BENEFICIARIES SHALL HAVE THE ABSOLUTE RIGHT TO AMEND OR ALTER HISRECEIVING BANK AT ANY TIME THROUGHOUT THE DURATION OF THE CONTRACT BYGIVING NOTE IN WRITING TO THE PAYEE OF HIS REQUIREMENT TO CHANGE RECEIVINGBANK.NOTARY PUBLICON THIS .DAY .BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED MR., HOLDING PASSPORT NO., C.E.O. OF <D., TO ME KNOWN TO BE THE INDIVIDUAL DESCRIBED IN AND WHO EXECUTED THEFOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT HE EXECUTED THE SAME AS HISFREE ACT AND DEED.MY COMMISSION EXPIRES:NOTARY PUBLIC[SEAL]Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection AgreementPage 10 of 11
Bank EndorsementThis irrevocable payment order has been lodged with us and will be executed as per instructionsabove.1st Bank OfficerName:Title:Pin Number:Bank Name:Seal:Date: ., 20102nd Bank OfficerName:Title:Pin Number:Bank Name:Seal:Date: ., 2010END OF DOCUMENTNon-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection AgreementPage 11 of 11
Non-Circumvention, Non Disclosure & Working Agreement / Irrevocable Master Fee Protection Agreement Paaggee 22 ooff 111 acknowledged hereby, the parties hereby agree as follows: 1. TERMS AND CONDITIONS A. The parties will not in any manner solicit, nor accept any business in any manner from sources
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The study was prepared in cooperation with the Union of Chambers of Commerce and Industry of Albania, the Foreign Trade Chamber of Bosnia and Herzegovina, the Kosovo Chamber of Commerce, the Chamber of Economy of Montenegro, the Economic Chamber of Macedonia, the Chamber of Commerce and Industry of Serbia, the Western Balkans 6 Chamber Investment
