INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600) NON-CIRCUMVENTION, NON-DISCLOSURE & WORKIN AREEMENT (NCNDA) IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A) FECHA / DATE" 0#/0$/$00% CONTRACT CODE " SELLERS TRANSACTION CODE " SELLERS CODE " BU'ERS CODE " T'!E OF CONTRACT " !RODUCT" !RODUCT ORIIN " CONTRACT UANTIT' " CONTRACT !ERIOD " !RICE " !A'MENT TERM " SELLER " SELLERS SIDE COORDINATOR " BU'ERS NAME " BU'ERS SIDE RE!RESENTATIVE RE!RESENTATIVE " CONTRACT RELEASED DATE "
D2 DIESEL GOST 305-82/02 RUSSIA FEDERATION 36.000.000 MT 12 Months PLATT !n"s 15-20# $!s%o"nt OAO GA&PROM UNITED S'ELL (ORPORATION
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKIN AREEMENT (NCNDA)
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A (IMF!A))
WHERE HEREAS AS the the unde unders rsig igne ned d wish wish to ente enterr into into this this
W *+ 12 12 herewith herewith refer referred red as as the ,
Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in acco accord rdan ance ce with with the the Inte Intern rnat atio iona nall Cham Chambe berr of Commerce.
under under penalt penalty y of per'ury per'ury do hereby hereby irrevo irrevocab cably ly con confir firm and irr irrevoc evocab ably ly accep cceptt to pay all all intermediaries and fee holders at the same time and in a manner as the seller is being paid for each and ever every y tran transa sact ctio ion n of this this cont contra ract ct up to the the comp comple letio tion n of the the cont contra ract ct plus plus rollo rollover vers s and and e%tensions and in accordance with the bank details to be specified in the hard copies of this contract.
WHERE WHEREAS AS the undersigned desire to enter a working business relationship to the mutual and common benefit of the the part partie ies s here hereto to,, incl includ udin ing g thei theirr affi affili liat ates es,, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations hereinafter referred to as !Affiliates"#.
W, *+ BU'ER , irrevocably irrevocably confirm confirm that we will
order order and direct direct our bank to endors endorse e automa automatic tic payment orders to the beneficiaries named below( furthermor furthermore, e, W, *+ BU'ER, confirm that all pay NOW NOW THER THEREF EFOR ORE E in consid consider erati ation on of the mutual mutual orders shall automatically transfer funds as directed promises, promises, assertions assertions and covenants herein and other into each beneficiar beneficiaries ies designated designated bank account account 31*+1 +1 # ( () ) 7* 7* the date of closing and good and valuable considerations, the receipts of which 31* is acknowledge acknowledged d hereby, hereby, the parties parties hereby hereby agree agree as comple completio tion n of each each and every shipme shipment nt of the follows$ prod produc uctt duri during ng the the cont contra ract ct term term plus plus any) any)or or e%tensions and rollover of the specified contract. *or #. TERM TERMS S AND AND COND CONDIT ITIO IONS NS 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 acce accept pt any any busi busine ness ss in any any mann manner er from from deemed deemed to take place when the letter letter of credit credit sources or their affiliates, which sources were issued by the buyer has been drawn down at the made made avai availa labl ble e thro throug ugh h this this agre agreem emen ent, t, counters of the issuing bank. without without the e%press e%press permission permission of the party W, BU'ER , agrees to provide all beneficiaries with who made available the source and, &. The parties will maintain complete 31** 819 of the pay orders lodged with our confidentiality regarding each other business bank bank togeth together er with with acknow acknowled ledgem gement ents s of their their
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A) (IMF!A) & NCNDA !2 1 7 7 7
C.
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sources and)or their Affiliates and will disclose such business sources only to the named parties pursuant to the e%press written permission of this party who made available the source, and, 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. That they will not disclose :, ,
-:1; , *;<+ *;-7= *;= :> to any contacts by either party
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to third parties and that they each recognize such contracts as the e%clusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and 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 arties to this agreement, unless written permission has been obtained from the other party ies# to do so. *or the sale of this agreement, it does not matter whether information obtained from a natural or a legal person. The parties also undertake not to make use of a third party to circumvent this clause. 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 e/ual to the ma%imum service it should realize from such a transaction plus any and all e%penses, including but not limited to all legal costs and e%penses incurred to recover the lost revenue. All considerations, 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. This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in
A;; C::3;*+ C*, E< U1 C*, USA C*, or under
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acceptance. *urthermore, our bank shall be instructed to provide duly signed and stamped acknowledgement of this instruction as set out in the anne%. *orming part of this agreement. It is understood that for the purposes of this 5aster *ee rotection Agreement, our bank shall be the same bank and this I5*A acts as an integral part of it.
W *+ 12 being BU'ER or the seller 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 99 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$-
TOTAL COMMISSION SHALL BE !AID B' THE BU'ER AS FOLLOWS"The amount of ;18 refinery should be settled as herein stated to be transferred into the account as follows$ 6 SELLERS 1 USD? #0.00/MT
USD@ 9*9* 91*1 (C;) 6 BU'ER 1 USD? #0.00/MT
USD@ 9*9* 91*1 (O<) TERM & CONDITIONS" This master fee protection agreement covers the initial contract and shall include any renewals, e%tensions, 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 BU'ER and SELLER. This master fee protection agreement and any subse/uently issued pay orders shall be assignable, transferable and divisible and shall not be amended without the e%press 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 7# years from the date of the e%ecution of this fee protection agreement. This document binds all parties, their employees, associates, transferees and assignees or designees.
1wiss 2aw in 3urich, in the event of dispute, the arbitration laws of states will apply. 4. The signing parties hereby accept such selected 'urisdiction as the e%clusive venue. The duration of the Agreement shall All fa%ed and)or e-mailed signatures shall be perpetuate for 718 (5) 7: ;* * 7 considered as original signatures for the purpose of 1212. binding all parties to this agreement. This document may be signed 8 in any number of counterparts all AREEMENT TO TERMS of which shall be taken together and shall constitute A. 1ignatures on this Agreement received by the as being one 8 the same instrument. way of *acsimile, 5ail and)or -mail shall be an e%ecuted contract. Agreement 79>; Any party may enter into this document and the :11>; for all purposes as may be agreement constituted thereby by signing any necessary under the terms of the Agreement. counterpart any time, date or period mentioned in
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A) & NCNDA !2 2 7 7 7
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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 e%ecute the document for and in the name of the party for which they have given their signature.
any provision of this document shall only be amended by agreement in writing and signed off by all parties concerned. *urthermore, we agree that any and all commissions due shall be paid to the beneficiary as a result of any e%tension 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.
!ARTIAL INVALIDIT'" The illegality, invalidity provision of this document 'urisdiction shall not affect enforceability under the law or provision.
and non-enforceable under the laws of any its illegality, validity or of any other 'urisdiction
OVERNIN LAW AND URISDICTION" This document shall be governed 8 construed in accordance with current nglish or I.C.C 400/500/600 signed between partners 9C9+ laws.
ARBITRATION" All parties agree to refer any disputes between the parties arising out of or in connection with this agreement including any /uestions regarding its e%istence, 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.
A99<* 2 31*+* 9+2 (E;9*19 12* 1 8;1 99<* + 12*) EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) :.
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+T lectronic document transmissions# shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be$Incorporate ;.1. ublic 2aw :<=->>?, @@lectronic 1ignatures in lobal 8 9ational Commerce Act or such other applicable law conforming to t he ;9CITBA2 5odel 2aw on lectronic 1ignatures ><<:# 2CTB9IC C55BC AB59T C)TBA+)>7D, eneva, 5ay ><<<# adopted by the ;nited 9ations Centre for Trade *acilitation and lectronic &usiness ;9)C*ACT#. +T documents shall be sub'ect to uropean Community +irective 9o. ?7)F=)C, as applicable. ither arty may re/uest hard copy of any document that has been previously transmitted by electronic means provided however, that any such re/uest shall i n no manner delay the parties from performing their respective obligations and duties under +T instruments.
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A) & NCNDA !2 3 7 7 7
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKIN AREEMENT (NCNDA)
SELLER ACCE!TED B' US WITH BELOW BANK DETAILS OUR BANK WILL BE USED AS !A'IN BANK
NAME" DESINATION" COM!AN' NAME"
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A)
COMMISSION SIE (WITH ROLLSE@T)" BENEFICIAR' NAME" BANK NAME" BANK ADDRESS" ACCOUNT N" SWIFT CODE" BANK OFFICER" BANK TEL" BANK FA@" !A'MASTER FOR" !ASMASTER FOR"
!RESIDENT A!ROM
ADDRESS" TEL" MOBILE" FA@" EMAIL ADDRESS" SK'!E ID" !ASS!ORT N" NATIONALIT'" TODA'S DATE" SINATURE AND SEAL"
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKIN AREEMENT (NCNDA) NAME " DESINATION " COM!AN' NAME " ADDRESS " TEL " MOBILE " FA@ " EMAIL ADDRESS " SK'!E ID " !ASS!ORT N " NATIONALIT' " TODA'S DATE "
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A)
BU'ER ACCE!TED B' US WITH BELOW BANK DETAILS OUR BANK WILL BE USED AS !A'IN BANK " COMMISSION SIE (WITH ROLLSE@T)" BENEFICIAR' NAME" BANK NAME" BANK ADDRESS" ACCOUNT N" SWIFT CODE" BANK OFFICER" BANK TEL" BANK FA@" !A'MASTER FOR" !ASMASTER FOR"
SINATURE AND SEAL "
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A) & NCNDA !2 4 7 7 7
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKIN AREEMENT (NCNDA
NAME" DESINATION" COM!AN' NAME" ADDRESS" TEL" MOBILE" EMAIL ADDRESS" SK'!E ID" !ASS!ORT N" NATIONALIT'" TODA'S DATE"
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A)
SELLERS SIDE COORDINATOR (CLOSED) COMMISSION SIE (WITH ROLLSE@T)" BENEFICIAR' !RESIDENT NAME" UNITED SHELL COR!ORATION BANK NAME" . M; C N ##640$ ,LIMA-!ERU BANK ADDRESS"
L1 F 1-!1 A> V1;;;
G %$ 6JJ $## $G 5# # GGJ 56$G 5# # %%0$ 04%0
ACCOUNT N" SWIFT CODE" BANK OFFICER"
+;;9<2:1;.9:
BANK TEL"
S1;1#$J !E #544#
BANK FA@"
US? #0.00 < MT = 3.000.000 MT ) 12Months
L1 F 1-!1 A> V1;;; B9 F191 A8. R19 !;: N $G, M17;, LIMA!ER 0J5-0J0-000JG0#6%#$J64 FINA!E!L V19 V1;;81991 5# # 6#$ $000 A= $#
!81 0#/0$/$00%
SINATURE AND SEAL"
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKIN AREEMENT (NCNDA) NAME" DESINATION" COM!AN' NAME" ADDRESS" TEL" MOBILE" FA@" EMAIL ADDRESS" SK'!E ID" !ASS!ORT N" NATIONALIT'" DATE"
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A)
BU'ER MANDATE/RE!RESENTATIVE (ROU! #) COMMISSION SIE (WITH ROLLSE@T)" BENEFICIAR' NAME" BANK NAME" BANK ADDRESS" ACCOUNT N" SWIFT CODE" BANK OFFICER" BANK TEL" ABA" !A'MASTER FOR" !ASS!ORT N" !ASMASTER FOR" 0#/0$/$00
US? J.J4 < MT = J.000.000 MT = #$ :*+
SINATURE AND SEAL"
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A) & NCNDA !2 5 7 7 7
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKIN AREEMENT (NCNDA) NAME" DESINATION"
ADDRESS"
TEL" MOBILE"
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A)
BU'ER SIDE, SELLER FACILITATOR (ROU! $) A;=1 !+:8 COMMISSION SIE US? J.JJ < MT = J.000.000 V;1:1819+ (WITH ROLLSE@T)" MT = #$ :*+ A;=1 !+:8 !18* I8* BENEFICIAR' NAME" V;1:1819+ SABRRUMM S812 B 7 *+ R1 F*1, M93 T88 BANK NAME" MOSCOW (H O7719 ;; 5-#-46 R1 O7719 >9+). MOSCOW, T;;1 $6 BANK ADDRESS" RUSSIA
G 4%5 G50 5JJG
ACCOUNT N" IBAN"
FA@" EMAIL ADDRESS" SK'!E ID" !ASS!ORT N" NATIONALIT'"
SWIFT CODE" <;=1=. RUSSIA 4505J45#6
IRVTUSJN B 7 N3 ', N3 ', N', USA G 4%5 500 55 50
BANK FA@" !A'MASTER FOR
R1
DESINATION" DATE"
BANK OFFICER" BANK TEL"
4$J0G.40.%.J#G.6%00%J
BENEFICIAR' NAME"
assigned per sub fee agreements
0#/0$/$00
SINATURE AND SEAL"
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKIN AREEMENT (NCNDA)
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A)
BU'ER SIDE INTERMEDIARIES (ROU! J)
COM!AN' NAME"
COMMISSION SIE (WITH ROLLSE@T)" BENEFICIAR' NAME" BANK NAME"
ADDRESS"
BANK ADDRESS"
TEL" MOBILE" FA@" EMAIL ADDRESS" SK'!E ID"
ACCOUNT N" SWIFT CODE" BANK OFFICER" BANK TEL" BANK FA@"
!ASS!ORT N"
!A'MASTER FOR"
NAME"
MARTIN ARCIA IVAN LO!E
DESINATION"
NATIONALIT'" DATE"
0#/0$/$00
US? J.JJ < MT = J.000.000 MT = #$ :*+
!ASMASTER FOR" !A'MASTER FOR"
SINATURE AND SEAL"
ALL BANK CHARES SHOULD BE BORNE B' ACCOUNT BENEFICIARIES ABOVE
NOTAR' !UBLIC
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A) & NCNDA !2 6 7 7 7
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GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG 9TABH ;&2IC 1I9AT;B **ICB 9A5$ TIT2$ 9TABH ;&2IC 9A5$ A++B11$ T2$ T+AH1 +AT$ M1A2N
BANK ENDORSEMENT
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GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG &A9J **ICB : 1I9AT;B &A9J **IC 9A5$ TIT2$ I9 9;5&B$ &A9J 9A5$ &A9J A++B11$ &A9J T2$ T+AH1 +AT$ M1A2N
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG &A9J **ICB > 1I9AT;B &A9J **IC 9A5$ TIT2$ I9 9;5&B$ &A9J 9A5$ &A9J A++B11$ &A9J T2$ T+AH1 +AT$ M1A2N
END OF DOCUMENT
IRREVOCABLE MASTER FEE !ROTECTION AREEMENT (IMF!A) & NCNDA !2 7 7 7 7
