Imfpa Diesel Pdvsa

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INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

NCDA AND IMFP AGREEMENT No.2011/001Date: September 27th, 2011Page 1 of 14

BUYER: BUYER MASTER: PRINCIPAL PAYMASTER: Yarrow J. Vicioso

NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) . 2011/001. Date: XXXXXXX, 2011This Agreement is made and executed in connection with the below referenced Scrap Rail Sale-Purchase Contract between XXXXXXXX as Buyer and PDVSA VENEZUELA as Seller.

Contract No. :2011/ 001 Type of Contract :NCND / IFP Master Agreement Subject to :Purchase and Sale Contract No.Buyer's Company Name:

Represented by :

Seller's Company Name:

Product :

Origin:

Contracted Product Quantity :

Contract Period:12 Months (xxxxxxMT per Month)Destination :

Price:US$ Business Facilitator:

Commission Paid by Buyer under IMFPA:

Commission Paid by Buyer to:

Principal Paymaster for:

NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA): ____IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA): ____

WHEREAS the undersigned Parties wish to enter into this Agreement to define certain parameters of the future legal obligations among them, are bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce rules and

practices;

WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit of both Parties hereto, including their affilia- tes, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations;

In view of the high importance of the proposed business relationship, no agreements or other documents will be drawn up and signed off by any of the Parties until the Parties participating in this deal accept and sign a previously coordinated Agreement by and between them on non-circumvention;

The present Agreement is executed in connection with the above referenced Scrap Rail Sale-Purchase Contract. The signing Parties to the present Agreement are properly represented companies whose names and signatures are affixed on the signature sheet hereof;WHEREAS the Parties intend to conclude a business confidential Agreement, which if successfully implemented within the timeframe set by the Parties, will be connected closely to the conditions, documents pertaining to this business, and also to conditions of the present Agreement on non-circumvention and non-disclosure, and also considering aspiration of the Parties to ensure confidentiality of the above stated deal and to keep in secret the numbers and codes of all banks, sources, phones, faxes, telex, telegraph, CUCIP and SWIFT codes, and names and addresses of associates, clients, bank personnel, business and trading agents, and also financial sources and agreements and any other significant information becoming confidential during performance by the Parties of their respective obligations, directly or indirectly;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:

1. TERMS AND CONDITIONS

. The Parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this Agreement, without the express permission of the Party who made available the

source, and

. The present and subsequent deals of the Parties and between the Parties, and also their agents and representatives, will be carried out exclusively on a confidential basis and will stay strictly confidential for all concerned for the entire term of their validity, and

C. The Parties undertake not to circumvent each other and not to try to conclude any deals both directly, and through other legal and physical persons, represented by one Party to the other Party, using information on numbers and codes of all banks, sources, phones, faxes, telex, telegraph, CUSIP and SWIFT, and also names and addresses of associates, clients, bank personnel, business and trading agents, and also about financing sources and agreements and other significant data which directly or indirectly can become confidential during performance by the Parties obligations taken previously, and

D. The Parties also undertake to not circumvent not only each other, but also any other persons, business contacts, agreements and deals which can be submitted by one Party directly and indirectly, not to come into contact directly or indirectly, to not allow, nor charge and authorize a third party to introduce business contacts to these persons, and not to acquaint them with business affairs directly or indirectly. This Agreement will be binding for all Parties participants of the present and subsequent deals, and also their agents, employees, representatives, associates and relatives for the duration of this Agreement, starting from its signing date, and

E. The Parties undertake to timely inform each other about activity on the deal and in case of need at once present to the other Party upon its request all correspondence, agreements, copies of documents including documents sent by facsimile / e-mail, and continually inform each other on all activity during the

tem of the present Agreement. All documents, copies, including those sent via facsimile / e-mail should have identical legal power as documents sent and received by reliable post communication means, and

F. The Parties understand and agree that confidential character of the prospective deal, its procedures and methods of execution are the significant property of

both Parties and in case of a breach of the Agreement the Parties will incur serious losses, both on the present and on subsequent deals. In case of detection of any breach of provisions and conditions of non-circumvention by one of the Parties, the deal(s) is subject to immediate termination short of completing it (them). The guilty Party shall pay to the affected Party the penalty at a rate of all planned sum of the income and will lose the right to obtain a share of the income which will instead cover the forced expenses of the affected Party including but not limited to all legal costs, to recover damages to the affected Party and/or its business partners, and

G. In presence of incontestable proofs of guilt in the breach of the Agreement by the guilty Party, the affected Party is exempted from execution of obligations of non-disclosure of concrete facts pertaining to the Agreement, and other significant information necessary for the affected Party while presenting claims to the guilty Party.

H. In case of disclosure and circumvention during execution of the present deal, including disclosure to third parties, without prior mutual agreement, of information on commercial terms, received bonuses and commissions agreed by the Parties to be paid out for contribution to the successful implementation of the deal and all other related transactions, the affected Party with due observance of the law, has the right not to be limited only by obtaining material redress in the form of cash recompense, but also may pursue to bring the guilty Party to responsibility under other law violations for breaching terms and conditions of this Agreement, and

I. This Agreement is valid for any and all transactions between the Parties hereof and is governed by the enforceable law in all Commonwealth Countries, European Union Countries, USA Courts, or by Swiss Law; and in the event of dispute, the arbitration laws of the above states will apply, with the signing Parties hereby accepting selected jurisdiction of Orlando, Florida as the exclusive venue, and

J. The duration of the Agreement shall perpetuate for five (5) years from last date of signing by both Parties and comes into force from the effective date of the above stated Scrap Rail Sale-Purchase Contract.

AGREEMENT TO TERMS

A. Signatures on this Agreement received by the way of facsimile, mail and/or e-mail shall be an executed contract as hard copies thereof exchanged by the Parties and lodged with their respective banks.

B. This Agreement shall be enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.

C. The Parties confirm that they have read attentively the foregoing Agreement and have completely understood and unconditionally accepted its provisions and conditions which are binding and are directed not only to protect interests of both Parties, but also those of their lawful representatives, successors, heirs and assignees.

D. All signatories hereto acknowledge that by their signatures they have full necessary authority to execute this Agreement for and in the name of the Party for which they have given their signature.

1. We, the undersigned, XXXXXXXXXX, herein further referred as the Buyers, represented herein by Mr. XXXXXXX, under penalty of perjury in the applicable international law, do hereby irrevocably confirm and irrevocably accept to pay the commission fees stated in Clause 6 herein

below to the named fee beneficiaries at the same time and in the manner as the Buyer is being paid by us for each Product shipment under the above referenced Scrap Rail Sale-Purchase Contract (herein after called Contract) up to full completion thereof plus its rollovers and extensions.

2. We, the Buyers, warrant and irrevocably confirm that based on the executed and effective Contract and upon signature of the present IMFPA Agreement (herein after called Agreement) - we will order and direct our below designated bank to issue and automatically implement payment orders to the amount of commission fees in favor of the beneficiaries named below in Clause 6.

3. Furthermore, we, the Buyers, confirm that all these pay orders according to provisions of Clause 6 hereof, will automatically transfer funds as directed, into beneficiaries designated bank accounts not later than 3 (three) banking days after the date of closing and completion of each shipment of the Product during the entire Contract term plus its any extensions and rollovers. For the purpose of clarity, we confirm that the closing and completion of each shipment of the Product shall be deemed to take place when the corresponding letter of credit / payment instrument issued by the Buyer's has been drawn down at the counters of the issuing bank.

4. We, the Buyers, undertakes to provide all beneficiaries with written evidence of the pay orders lodged with our bank together with acknowledgements of their acceptance. Furthermore, our bank will be instructed by us to provide duly signed and stamped acknowledgement of this instruction as set out herein forming part of this Agreement. It is understood that for the purposes of this Agreement, our bank shall be the same bank used to pay the Buyer under the Contract and this IMFPA Agreement is executed exclusively in connection with the said Contract.

5. We the undersigned, being the Buyers named legally authorized representative as stated in the signed and legally binding Scrap Metal Used Rail, unconditionally agree and

undertake to approve and originate all payments in USD currency to all of the beneficiaries named herein 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.

6. TOTAL COMMISSION FEES UNDER THE PRESENT NCND / IFP Master Agreement : 2011/001:

US $ xxx (xxx) US DOLLARS per 1 (One) USG of total XXXX USG. AND IS PAID BY THE BUYER IN FAVOR OF THE BELOW SPECIFIED BENEFICIARY ACCORDING TO THE FOLLOWING AMOUNT:

The above stated total commission amount is unconditionally paid by the Buyer during the Contracts entire validity according to the pay orders and within the timeframe set forth in Clause 2 and Clause 3 of this Agreement accepted by the Buyers bank, into the below designated account of the commission fee disbursers (herein after called Principal Paymaster as Party to the present Agreement, and after reciprocal bank confirmations of the payment by the Buyer. The above said commission is unconditionally transferred by the Buyer according to payment details submitted to him by the Fee Beneficiary in the following amount:

BENEFICIARY: Business Facilitator:

Total $ XXX per 1 (One) USG of the total contracted volume of the Product (XXXX USG.) = US$XXXX ( XXXXXMillion US Dollars)

Above stated commission fee amount is unconditionally distributed by the Business Facilitator as Principal Paymaster via bank wire transfer to the below Sellers and Buyers Intermediaries Group Beneficiaries accounts as submitted according to their individual Sub Fee Protection Agreements being executed with the Principal Paymaster and accepted by the Principal Paymasters bank - at the time of signing the present Agreement by and between the Buyer and the Principal Paymaster According to SuB-IFPA

7. TERMS AND CONDITIONS:This Irrevocable Master Fee Protection Agreement is valid for five (5) years after its signing, takes effect from the effective

date of the above referenced Contract and covers the initial Contract and shall include any of its renewals, extensions, rollovers, additions or any new or transfer contracts any how originated from this transaction because of the above facilitators or changing codes of the initial Contract entered into by and between the Seller and Buyer.This Irrevocable 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 hereof undertake neither to circumvent nor to attempt to circumvent either for the transaction of the current Contract or in the future for a period of five (5) years from the date of the execution of this Agreement. This document binds all Parties, their employees, associates, transferees, assignees, successors, heirs and/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 in any required number of counterparts all of which taken together shall constitute as being one and the same instrument. Any provision of this document can only be amended by the Parties through mutual agreement in writing signed off by all Parties concerned.

Furthermore, we unconditionally agree that any and all commissions due shall be paid to the beneficiaries as a result of any extension or rolls of the afore referenced Contract and undertake to effect all necessary bank documentation without any undue delays to ensure such commissions are paid throughout the entire duration of this Agreement and the underlying Contract.

We, the Buyers, confirm that the terms of sale and purchase of the Product and implementation of respective Seller/Buyer mutual obligations are stipulated exclusively within the above said Contract. The commission fee bbeneficiaries named above in the present Agreement both from the Seller side and Buyer side, are acting strictly as their agents and/or consultants and shall have no liability whatsoever towards the Seller and/or Buyer and their respective agents, mandates and/or personnel in respect of any obligations undertaken by the Seller and Buyer under the Contract. The beneficiaries specified above in this Agreement and acting as agents and/or consultants - shall not be responsible either for observance by the Buyer and Seller of the terms and conditions of the Contract executed by and between them, and/or for compensation of damage, negligence, misrepresentation and other legal and financial liability in connection with any losses and/or damage of any nature incurred by the Buyer and/or Seller, and their respective

mandates, and/or intermediaries and/or personnel in the performance by them of the above said Contract, including, without limitation, such financial and legal consequences as incidental, direct or consequential (indirect) damage, loss of profit, loss of opportunity, loss of business, etc.8. PARTIAL INVALIDITY:The illegality, invalidity and non-enforceable provision(s) of this document under the laws of any jurisdiction shall not question its legality, validity or enforceability under the law of any other jurisdiction or provision.9. GOVERNING LAW AND JURISDICTION:This document shall be governed and construed in accordance with the current Swiss Law or I.C.C 400/500/600 rules for Non Circumvention and Non Disclosure recognized by the Parties.10. 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) in Zurich, Switzerland. 11. AGREEMENT TO TERMS: Signatures on this Agreement received by the way of facsimile, mail and/or e-mail shall be an executed contract as hard copies thereof exchanged by the Parties and lodged with their respective banks. This Agreement shall be enforceable and admissible for all purposes as may be necessary under the terms of the Agreement. The Parties confirm that they have read attentively the foregoing Agreement and have completely understood and unconditionally accepted its provisions and conditions which are binding and are directed not only to protect interests of both Parties, but also those of their lawful representatives, successors, heirs and assignees. All signatories hereto acknowledge that by their signatures they have full necessary authority to execute this Agreement for and in the name of the Party for which they have given their signature.

ACCEPTED AND AGREED BY THE PARTIES WITHOUT CHANGE (Electronic signatures are valid and accepted as hand signatures)

EDT (Electronic document transmissions)1.EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Agreement. As applicable, this Agreement shall 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).

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). 2.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.

COMPANY, BANK DETAILS AND SIGNATURES OF THE PARTIES:

BUYER

BUYER COMPANY DETAILS:BUYER BANK DETAILS:Company Nameand Reg No.:

BELOW NAMED BANK IS DESIGNATED BY BUYERAS COMMISSION FEE PAYING BANKCompany Address:

Buyers Bank Name:

Represented by:

Buyers Bank Address:

Nationality / Passport No.: Buyer Account Name: Tel: Buyer Account

E-mail :

SWIFT Code:

Bank Officer:

Bank Tel:

Bank Fax:

Buyers Payment Instructions to Bank:Total Commission Payable Under This Agreement for Distribution To Fee Beneficiaries:

US$ 4,800,000.00 ( Four Millions and Eight Hundreds Thousands US Dollars) ACORDING TO SUB-IFPA

BUYER COMPANY SIGNATURE AND SEAL:

REPRESENTATIVE PASSPORT:

SIGNATURE:

DATE:

SEPTEMBER 27, 2011REQUIRED MESSAGE FROM BUYERS BANK:The S.W.I.F.T. or Clear stream text message covering all remittances shall clearly state the following: CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS, FOR SAME DAY SETTLEMENT. Remitter is known to us. This is done with full banking responsibility and we are satisfied as to the source of the funds sent us.

SPECIAL INSTRUCTIONS:PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL a notification immediately upon each tranche transfer payment together with the transactions code(s) to: UNAUTHORISED CONTACT WITH BUYER AND / OR BUYERS BANK CANCELLS THIS AGREEMENT. ALL BANK CHARGES ARE TO THE FEE BENEFICIARIES ACCOUNT

BUYER MANDATE

BUYER MANDATE COMPANY DETAILS:BUYER MANDATE BANK DETAILS:Company Nameand Reg No.:

BELOW NAMED BANK IS DESIGNATED BY BUYERAS COMMISSION FEE PAYING BANKCompany Address:

Buyers Bank Name:

Represented by:

Buyers Bank Address:

Nationality / Passport No.: Buyer Account Name: Tel: Buyer Account

E-mail :

SWIFT Code:

Bank Officer:

Bank Tel:

Bank Fax:

Buyers Payment Instructions to Bank:Total Commission Payable Under This Agreement for Distribution To Fee Beneficiaries:

US$ 3,000,000.00 ( Three Millions US Dollars) ACORDING TO SUB-IFPA

BUYER COMPANY SIGNATURE AND SEAL:

REPRESENTATIVE PASSPORT:

SIGNATURE:

DATE:

SEPTEMBER 27, 2011REQUIRED MESSAGE FROM BUYERS BANK:The S.W.I.F.T. or Clear stream text message covering all remittances shall clearly state the following: CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS, FOR SAME DAY SETTLEMENT. Remitter is known to us. This is done with full banking responsibility and we are satisfied as to the source of the funds sent us.

SPECIAL INSTRUCTIONS:PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL a notification immediately upon each tranche transfer payment together with the transactions code(s) to: UNAUTHORISED CONTACT WITH BUYER AND / OR BUYERS BANK CANCELLS THIS AGREEMENT. ALL BANK CHARGES ARE TO THE FEE BENEFICIARIES ACCOUNT

BUYER AGREE TO PAY TO THE PAYMASTER BELOW

PRINCIPAL PAYMASTER DETAILS:PAYMASTER BANK DETAILS:Company Nameand Reg No.:

BELOW NAMED BANK IS DESIGNATED BY BUYERAS COMMISSION FEE PAYING BANKCompany Address:

Paymasters Bank Nam e:

Represented by: Paymasters Bank Address:

Nationality / Passport No.: /

Account #: Account Name:

Tel: SWIFT Code:

E-mail :

Bank Officer Email

Bank Officer:

Bank Tel:

Bank Fax:

Paymaster Payment Instructions to BankTotal Commission Payable Under This Agreement for Distribution To Fee Beneficiaries:

US$ 1,800,000.00 (One Million and Eight Hundreds Thousands US Dollars): According to Sub-IFPA

PRINCIPAL PAYMASTER SIGNATURE AND SEAL:

PASSPORT::

SIGNATURE:

DATE:

September 27th, 2011

REQUIRED MESSAGE FROM BUYERS BANK:The S.W.I.F.T. or Clear stream text message covering all remittances shall clearly state the following: CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS, FOR SAME DAY SETTLEMENT. Remitter is known to us. This is done with full banking responsibility and we are satisfied as to the source of the funds sent us.

SPECIAL INSTRUCTIONS:PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL a notification immediately upon each tranche transfer payment together with the transactions code(s) to:ALL BANK CHARGES ARE TO THE FEE BENEFICIARIES ACCOUNT

END OF DOCUMENT_______________________________________________________________________________________

NOTARY PUBLIC

ON THIS___DAY OF__________________ 2011

THE UNDERSIGNED INDIVIDUAL NAMED ________________________________(Buyer), HOLDING THE PASSPORT NUMBER _________________________APPEARED BEFORE ME, PROOFING TO BE THE INDIVIDUAL DESCRIBED IN THE PRESENTED DOCUMENT AND WHO EXECUTED THE FREGOING INSTRUMENT, AND ACKNOWLEDGED THAT HE EXECUTED THE SAME AS HIS FREE WILL AND DEED WITHOUT ANY RESERVATIONMY COMMISSION EXPIRES:

_______________________ [SEAL] NOTARY PUBLIC

ADDRESS:

TELEPHONE:

Buyer 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: ________________ _____, 2011