DATE: XX/XX/2011: Seller: Buyer

INTERNATIONAL CHAMBER OF COMMERCE (I.C.
C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING
AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
-----------------------------------------------------------------------------------------
SELLER:
BUYER:
DATE: XX/XX/2011
CONTRACT CODE :
SELLER’S CODE:
BUYER’S CODE:
TYPE OF CONTRACT :
PRODUCT ORIGIN :
QUANTITY :
CONTRACT PERIOD :
DESTINATION :
PAYMENT TERM :
NET PRICE :
SELLER’S NAME :
SELLER’S SIDE
REPRESENTATIVE:
BUYER’S NAME :
BUYER’S SIDE
REPRESENTATIVE
SELLER’S MANDATE:
BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLERS INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)
Page 1 of 9
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION
WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)
WHEREAS the undersigned wish to enter into this We the undersigned herewith referred as the , under
Agreement to define certain parameters of the future penalty of perjury do hereby irrevocably confirm and
legal obligations, are bound by a duty of Confidentiality irrevocably accept to pay all intermediaries and fee
with respect to their sources and contacts. This duty is holders at the same time and in a manner as the seller is
in accordance with the International Chamber of being paid for each and every transaction of this contract
Commerce. up to the completion of the contract plus rollovers and
extensions and in accordance with the bank details to be
WHEREAS the undersigned desire to enter a working specified in the hard copies of this contract.
business relationship to the mutual and common
benefit of the parties hereto, including their affiliates, We, the SELLER, irrevocably confirm that we will order
subsidiaries, stockholders, partners, co-ventures, and direct our bank to endorse automatic payment orders
trading partners, and other associated organizations to the beneficiaries named below; furthermore, We, the
(hereinafter referred to as “Affiliates”). SELLER, confirm that all pay orders shall automatically
transfer funds as directed into each beneficiaries
NOW THEREFORE in consideration of the mutual designated bank account within 1 (one) day after the
promises, assertions and covenants herein and other date of closing and completion of each and every
good and valuable considerations, the receipts of which shipment of the product during the contract term plus
is acknowledged hereby, the parties hereby agree as any/or extensions and rollover of the specified contract.
follows: For the purpose of clarity, we confirm that the closing and
completion of each and every shipment shall be deemed
1. TERMS AND CONDITIONS to take place when the letter of credit issued by the buyer
A. The parties will not in any manner solicit, has been drawn down at the counters of the issuing bank.
nor accept any business in any manner from
sources or their affiliates, which sources We, SELLER, agrees to provide all beneficiaries with
were made available through this written evidence of the pay orders lodged with our bank
agreement, without the express permission together with acknowledgements of their acceptance.
of the party who made available the source Furthermore, our bank shall be instructed to provide duly
and, signed and stamped acknowledgement of this instruction
B. The parties will maintain complete as set out in the annex. Forming part of this agreement. It
confidentiality regarding each other is understood that for the purposes of this Master Fee
business sources and/or their Affiliates and Protection Agreement, our bank shall be the same bank
will disclose such business sources only to and this IMFPA acts as an integral part of it.
the named parties pursuant to the express
written permission of this party who made We the undersigned being SELLER or the seller named
available the source, and, legally authorized representative as stated within the
C. That they will not in any of the transactions signed and legally binding main transaction, contract
the parties are desirous of entering into and unconditionally agree and undertake to approve and
do, to the best of their abilities assure the originate all payments in USD currency to all
other that the transaction codes established beneficiaries named below as their rightful and payable
will not be affected. commissions. This agreement also acts as a record
D. That they will not disclose names, confirming the commission amounts for each named
addresses, e-mail address, telephone and beneficiary as set out below:-
tele-fax or telex numbers to any contacts
by either party to third parties and that they TOTAL COMMISSION SHALL BE PAID BY THE SELLER
each recognize such contracts as the AS FOLLOWS:-
exclusive property of the respective parties The amount of delivered refinery should be settled as
and they will not enter into any direct herein stated to be transferred into the account as
negotiations or transactions with such follows:
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
F. Parties to this agreement, unless written
Page 2 of 9
permission has been obtained from the
other party (ies) to do so. For the sale of this • SELLER side USD$ __ /MT per each
agreement, it does not matter whether
information obtained from a natural or a DELIVERY as a contract condition
legal person. The parties also undertake not (open)
to make use of a third party to circumvent
this clause.
G. That in the event of circumvention of this
Agreement by either party, directly or
• BUYER side USD$ __ /MT per each
indirectly, the circumvented party shall be DELIVERY as a contract condition
entitled to a legal monetary penalty equal to
(open)
the maximum service it should realize from
such a transaction plus any and all expenses,
TERM & CONDITIONS:
including but not limited to all legal costs
This master fee protection agreement covers the initial
and expenses incurred to recover the lost
contract and shall include any renewals, extensions,
revenue.
rollovers, additions or any new or transfer contract any
H. All considerations, benefits, bonuses,
how originated from this transaction because of the above
participation fees and/or commissions
intermediaries or changing codes of the initial contract
received as a result of the contributions of
entered into between the BUYER and SELLER.
the parties in the Agreement, relating to any
and all transactions will be allocated as
This master fee protection agreement and any
mutually agreed.
subsequently issued pay orders shall be assignable,
I. This Agreement is valid for any and all
transferable and divisible and shall not be amended
transaction between the parties herein and
without the express written and notarized consent of the
shall be governed by the enforceable law in
receiving beneficiary. All parties agree neither to
All Commonwealth Country’s, European
circumvent nor to attempt circumvent either for the
Union Country’s, USA Courts, or under
transaction of this current contract or in the future for a
Swiss Law in Zurich, in the event of dispute,
period of five (5) years from the date of the execution of
the arbitration laws of states will apply.
this fee protection agreement. This document binds all
J. The signing parties hereby accept such
parties, their employees, associates, transferees and
selected jurisdiction as the exclusive venue.
assignees or designees.
The duration of the Agreement shall
perpetuate for five (5) years from last date
All faxed and/or e-mailed signatures shall be considered
of signing.
as original signatures for the purpose of binding all
parties to this agreement. This document may be signed &
in any number of counterparts all of which shall be taken
together and shall constitute as being one & the same
instrument.
Any party may enter into this document and the

agreement constituted thereby by signing any
2. AGREEMENT TO TERMS
counterpart any time, date or period mentioned in any
A. Signatures on this Agreement received by the
provision of this document shall only be amended by
way of Facsimile, Mail and/or E-mail shall be
agreement in writing and signed off by all parties
an executed contract. Agreement
concerned.
enforceable and admissible for all
purposes as may be necessary under the
Furthermore, we agree that any and all commissions due
terms of the Agreement.
shall be paid to the beneficiary as a result of any extension
B. All signatories hereto acknowledge that they
or rolls of the contract and that we shall effect all
have read the foregoing Agreement and by
necessary documentation with our bank without any
their initials and signature that they have full
undue delays to ensure such commissions and paid within
and complete authority to execute the
the terms of the agreement.
document for and in the name of the party
for which they have given their signature.
PARTIAL INVALIDITY:
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:
Page 3 of 9
This document shall be governed & 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.
“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 provisions of
this Contract. As applicable, this agreement shall be:-
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such other
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 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.
Page 4 of 9
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
WORKING AGREEMENT (NCNDA) (IMFPA)
THE PRINCIPAL SELLER
NAME :
ID NO /
Beneficiary’s Name :
Passport #
Nationality : Account Name :
Company Name IBAN Code:
Designation : Bank Name :
Address : Bank Address :
Telephone # : Swift Code :
Fax # : Bank Officer:
Mobile # : Bank Telephone :
Email Address: Bank Fax # :
Today’s Date :
NOTARY PUBLIC ATTESTATION
ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,

PERSONALLY APPEARED THE PERSON TO ME KNOWN TO BE THE
INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE
SIGNATURE FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT THEY
EXECUTED THE SAME AS THEIR FREE ACT AND DEED.
&
SEAL
______________________________________________
NOTARY PUBLIC SIGNATURE & SEAL
SPECIAL PRE-ADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL NOTIFICATION IMMEDIATELY UPON
INSTRUCTIONS EACH TRANCHE TRANSFER PAYMENT TOGETHER WITH THE TRANSACTION CODE(S) TO:
REQUIRED ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
MESSAGE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK.”
Page 5 of 9
THE PRINCIPAL BUYER
NAME : Beneficiary’s Name :
ID NO /
Account Name :
Passport #
Nationality : Account # :
Company Name Bank Name :
Telephone # : SWIFT Code :
Fax # : IBAN:
Email Address: Bank Officer :
Today’s Date : Bank Telephone :


&
SEAL
______________________________________________
Page 6 of 9
THE BUYER MANDATE
NAME : Commission :
ID NO /
Passport #
Company Name Account # :
Fax # : IBAN :
Email Address: Bank Phone:
Today’s Date : Bank fax:
Paymaster:

&
SEAL MY COMMISSION EXPIRES:
______________________________________________
INSTRUCTIONS EACH TRANCHE TRANSFER PAYMENT TOGETHER WITH THE TRANSACTION CODE(S) TO: ceo@bioproy.com
Page 7 of 9
INTERMEDIARY
NAME : ) Commission :
ID NO /
Passport #
Company Name Account # :
Fax # : IBAN :
Email Address: Bank Phone:
Today’s Date : Bank fax:
Paymaster:

&
SEAL MY COMMISSION EXPIRES:
______________________________________________
Page 8 of 9
ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARIES ABOVE
NOTARY PUBLIC
ON THIS DATE OF ___ _________, 2011
BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSOALLY APPEARED THE FOLLOWING:
TO ME KNOWN TO BE THE INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE FOREGOING
INSTRUMENT, AND ACKNOWLEDGED THAT THEY EXECUTED THE SAME AS THEIR FREE ACT AND DEED.
MY COMMISSION EXPIRES:
_______________________________
NOTARY PUBLIC SIGNATURE
OFFICER NAME:
TITLE:
NOTARY PUBLIC NAME:
ADDRESS:
TEL:
TODAY’S DATE:
[SEAL]
BANK ENDORSEMENT
THIS IS TO CERTIFY THAT THE ABOVE IRREVOCABLE PAYMENT ORDER HAS BEEN LODGED WITH US AND
WILL BE EXECUTED IN ACCORDANCE WITH THE INSTRUCTIONS STIPULATED IN THIS DOCUMENT.
_______________________________
BANK OFFICER 1 SIGNATURE
BANK OFFICE NAME:
TITLE:
PIN NUMBER:
BANK NAME:
BANK ADDRESS:
BANK TEL:
TODAY’S DATE:
[SEAL]
_______________________________
BANK OFFICER 2 SIGNATURE
BANK OFFICE NAME:
TITLE:
PIN NUMBER:
BANK NAME:
BANK ADDRESS:
BANK TEL:
TODAY’S DATE:
[SEAL]
END OF DOCUMENT
Page 9 of 9

DATE: XX/XX/2011: Seller: Buyer

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DATE: XX/XX/2011: Seller: Buyer

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INTERNATIONAL CHAMBER OF COMMERCE (I.C.

Any party may enter into this document and the

GOVERNING LAW AND JURISDICTION:

This document is signed and accepted by parties named

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

THE PRINCIPAL SELLER

Nationality : Account Name :

Company Name IBAN Code:

Designation : Bank Name :

Address : Bank Address :

Telephone # : Swift Code :

Fax # : Bank Officer:

Mobile # : Bank Telephone :

Email Address: Bank Fax # :

ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,

THE PRINCIPAL BUYER

NAME : Beneficiary’s Name :

Company Name Bank Name :

Address : Bank Address :

Telephone # : SWIFT Code :

Email Address: Bank Officer :

Today’s Date : Bank Telephone :

ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,

THE BUYER MANDATE

Nationality : Account Name :

Company Name Account # :

Designation : Bank Name :

Address : Bank Address :

Telephone # : Swift Code :

Email Address: Bank Phone:

Today’s Date : Bank fax:

NOTARY PUBLIC ATTESTATION

ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,

Nationality : Account Name :

Company Name Account # :

Designation : Bank Name :

Address : Bank Address :

Telephone # : Swift Code :

Email Address: Bank Phone:

Today’s Date : Bank fax:

NOTARY PUBLIC ATTESTATION

ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC,

ON THIS DATE OF ___ _________, 2011

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ON THIS DATE OF _ _______, 2011