Fill and Sign the Irrevocable Master Fee Protection Agreement Form

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT andNON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT Confidential 1. Contract Number: ________________________________ (insert Invoice or Contract number here if applicable) A. Date: ____________________________ (insert date here) B. PRODUCT : _______________________________________________________ _____________________________________________ (insert product description here) C. BUYER'S CURRENCY: _____________________ (Insert the currency that will be used for this transaction) D. QUANTITY: _______________ (insert product quantity) E. Total: ____________ ( Insert quantity for the life of the contract (e.g 1000 units per month X 12 months = 12,000 units total) F. 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) G. TERM: ______________________ (Insert Length of Contract) H. SELLERS PRICE: ________________ (Insert price per unit) I. TOTAL AGENT FEES: ______________(insert fee) M. TOTAL AMOUNT OF TRANSACTION: ____________________ (Insert total value of contract) 2. Sell Side Intermediaries: A. Pay _______________________________ (Name of Company) the amount of: ____________________ (enter commission or fee) B. ____________________________________ (Intermediaries name) Fee to be paid: _______________________ ( insert fee to be paid) SELL SIDE INTERMEDIARIES: Total fees of as listed above to be paid by ___________________________________ (Name) Bank/Paymaster here on behalf of the Seller represented by _____________________________ (Paymaster/Bank Official) , 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 _____________________________________ (Name of the Seller's Bank) 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 of Currency) (e.g., 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 ____________________________________ (Name of Buyer) and _____________________________________ (Name of Seller). 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: _________________________ (Contract Name of Number) NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT WHEREAS, the undersigned ____________________________ (Name of Seller) and ____________________________________ (Name of Bank) wish to enter into this 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 accordance with the International Chamber of Commerce Convention (I.C.C. 500). WHEREAS, the parties 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: 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 to do so. For the sake of this Agreement, it does not matter whether information is 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 t he 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 applicable arbitration laws 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. ___________________ J. Signatures on this Agreement received by the way of Facsimile, Mail and/or Email shall be deemed to be an executed contract with the Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement. K. 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. Witness our signatures this the _____ day of _________________, 20____. _____________________________ __________________________________ (Name of Seller) (Name of Bank) By: __________________________ By: ____________________________ (Printed or typed name) (Printed or typed name) ______________________________ ________________________________ ______________________________ ________________________________ (Name and Office in Corporation) (Name and Office in Bank)