INTERNATIONAL CHAMBER OF COMMERCE (I.C.

C
400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING
AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
(IMFPA)
-----------------------------------------------------------------------------------------
SELLER: OOO RUSPETGAZ
BUYER: ASPEN GLOBAL TRADING
DATE: 1/November/2018
CONTRACT CODE:

SELLER´S MANDATE’S CODE:

BUYER’S CODE:

TYPE OF CONTRACT: CIF TERMS OF DELIVERY

PRODUCT ORIGIN: RUSSIA
QUANTITY: 50.000. 60.000 MT

CONTRACT PERIOD: 12 months, Renewable for the time of the SPA

between SELLER and Buyer and affiliates.
DESTINATION: POHANG / DONG HAE, KOREA
PAYMENT TERM: CIF BASIS
NET PRICE : USD90/MT
SELLER NAME: OOO RUSPETGAZ
BUYER’S NAME: ASPEN GLOBAL TRADING INC
BUYER’S SIDE MANDATE: Brabourne Trading LLC
SELLER´S SIDE SELLER
/PAYMASTER: DORADO ALL INCLUSIVE CORP.

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLER´S MANDATES
INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)

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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 ANBACK
Agreement to define certain parameters of the future legal under penalty of perjury do hereby irrevocably confirm and
obligations, are bound by a duty of Confidentiality with irrevocably accept to pay all intermediaries and fee holders at
respect to their sources and contacts. This duty is in the same time and in a manner as the SELLER´S MANDATE
accordance with the International Chamber of Commerce. is being paid for each and every transaction of this contract
up to the completion of the contract plus rollovers and
WHEREAS the undersigned desire to enter a working extensions and in accordance with the bank details to be
business relationship to the mutual and common benefit of specified in the hard copies of this contract.
the parties hereto, including their affiliates, subsidiaries,
stockholders, partners, co-ventures, trading partners, and We, the SELLER´S MANDATE/ PAYMASTER,
other associated organizations (hereinafter referred to as irrevocably confirm that we will order and direct our bank to
“Affiliates”). endorse automatic payment orders to the beneficiaries named
below; furthermore, We, the SELLER´S
NOW THEREFORE in consideration of the mutual MANDATE/PAYMASTER, confirm that all pay orders
promises, assertions and covenants herein and other good shall automatically transfer funds as directed into each
and valuable considerations, the receipts of which is beneficiaries designated bank account within 10 (TEN) days
acknowledged hereby, the parties hereby agree as follows: after the date of closing receiving payment from seller, and
completion of each and every shipment of the product during
1. TERMS AND CONDITIONS the contract term plus any/or extensions and rollover of the
A. The parties will not in any manner solicit, nor specified contract. For the purpose of clarity, we confirm that
accept any business in any manner from the closing and completion of each and every shipment shall
sources or their affiliates, which sources were be deemed to take place when the letter of credit issued by
made available through this agreement, without the buyer has been drawn down at the counters of the issuing
the express permission of the party who made bank.
available the source and,
B. The parties will maintain complete We, SELLER´S MANDATE/PAYMASTER, agrees to
confidentiality regarding each other business provide all beneficiaries with written evidence of the pay
sources and/or their Affiliates and will disclose orders lodged with our bank together with acknowledgements
such business sources only to the named parties of their acceptance. Furthermore, our bank shall be instructed
pursuant to the express written permission of to provide duly signed and stamped acknowledgement of this
this party who made available the source, and, instruction as set out in the annex. Forming part of this
C. That they will not in any of the transactions the agreement. It is understood that for the purposes of this
parties are desirous of entering into and do, to Master Fee Protection Agreement, our bank shall be the same
the best of their abilities assure the other that bank and this IMFPA acts as an integral part of it.
the transaction codes established will not be
affected. We the undersigned being SELLER´S
D. That they will not disclose names, addresses, MANDATE/PAYMASTER or the SELLER´S MANDATE
e-mail address, telephone and tele-fax or named legally authorized representative as stated within the
telex numbers to any contacts by either party signed and legally binding main transaction, contract
to third parties and that they each recognize unconditionally agree and undertake to approve and originate
such contracts as the exclusive property of the all payments in USD currency to all beneficiaries named
respective parties and they will not enter into below as their rightful and payable commissions. This
any direct negotiations or transactions with agreement also acts as a record confirming the commission
such contracts revealed by the other party and amounts for each named beneficiary as set out below:-
E. That they further undertake not to enter into
business transaction with banks, investors, TOTAL COMMISSION SHALL BE PAID BY THE
sources of funds or other bodies, the names of SELLER´S MANDATE AS FOLLOWS:-
which have been provided by one of the The amount of delivered refinery should be settled as herein
F. Parties to this agreement, unless written stated to be transferred into the account as follows:
permission has been obtained from the other
party (ies) to do so. For 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.
BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLER´S MANDATES
INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)

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 G. That in the event of circumvention of this
Agreement by either party, directly or • USD 4,0 Per MT
indirectly, the circumvented party shall be
entitled to a legal monetary penalty equal to the
per each DELIVERY as a contract
maximum service it should realize from such a condition (CLOSE)
transaction plus any and all expenses, including
but not limited to all legal costs and expenses TERM & CONDITIONS:
incurred to recover the lost revenue. This master fee protection agreement covers the initial
H. All considerations, benefits, bonuses, contract, subsequent contracts and shall include any
participation fees and/or commissions received renewals, extensions, rollovers, additions or any new or
as a result of the contributions of the parties in transfer contract any how originated from this transaction
the Agreement, relating to any and all because of the above intermediaries or changing codes of the
transactions will be allocated as mutually initial contract entered into between the BUYER and
agreed. SELLER.
I. This Agreement is valid for any and all
transaction between the parties herein and shall This master fee protection agreement and any subsequently
be governed by the enforceable law in Canada issued pay orders shall be assignable, transferable and
or USA Courts, in the event of dispute, the divisible and shall not be amended without the express
arbitration laws of states will apply. written and notarized consent of the receiving beneficiary. All
J. The signing parties hereby accept such selected parties agree neither to circumvent nor to attempt circumvent
jurisdiction as the exclusive venue. The either for the transaction of this current contract or in the
duration of the Agreement shall perpetuate for future for a period of five (5) years from the date of the
five (5) years from last date of signing. execution of this fee protection agreement. This document
binds all parties, their employees, associates, transferees and
assignees 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
number of counterparts all of which shall be taken together
2. AGREEMENT TO TERMS and shall constitute as being one & the same instrument.
A. Signatures on this Agreement received by the
way of Facsimile, Mail and/or E-mail shall be Any party may enter into this document and the agreement
an executed contract. Agreement enforceable constituted thereby by signing any counterpart any time, date
and admissible for all purposes as may be or period mentioned in any provision of this document shall
necessary under the terms of the Agreement. only be amended by agreement in writing and signed off by
B. All signatories hereto acknowledge that they all parties concerned.
have read the foregoing Agreement and by their
initials and signature that they have full and Furthermore, we agree that any and all commissions due
complete authority to execute the document for shall be paid to the beneficiary as a result of any extension or
and in the name of the party for which they rolls of the contract and that we shall effect all necessary
have given their signature. documentation with our bank without any undue delays to
ensure such commissions and paid within the terms of the
agreement.

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:

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
BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLER´S MANDATES
INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)

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 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.

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLER´S MANDATES
INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)

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

BUYER MANDATE (OPEN)

Brabourne Trading
NAME : Commission :
LLC
ID NO /
Beneficiary’s Name :
Passport #

Nationality : Account Name :

Company Name Account # :

Designation : Bank Name :

Address : Bank Address :

Telephone # : Swift Code :

ROUTING
Fax # :
NUMBER ABA :

Email Address: Bank Phone:

Today’s Date : Bank Officer:

Paymaster:

SIGNATURE
&
SEAL

SPECIAL PRE-ADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL NOTIFICATION
INSTRUCTIONS IMMEDIATELY UPON 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
MESSAGE AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK.”

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLER´S MANDATES
INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)

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

BUYER MANDATE (OPEN)

MONICA SALAZAR USD$1.00 Per BBL

NAME : Commission :
BERNAL

ID NO / DORADO ALL INCLUSIVE

Passport # AR245348 Beneficiary’s Name :
CORP.

DORADO ALL INCLUSIVE

Nationality : COLOMBIANA Account Name :
CORP.

DORADO ALL INCLUSIVE CHECKING ACCOUNT

Company Name Account # :
CORP. NUMBER: 9135593285
Designation : CEO Bank Name : CITIBANK

401 ARTHUR GODFREY

2775 NE 187 th St Aventura Fl,
Address : Bank Address : ROAD MIAMI BEACH FL,
33180- USA
33140

Telephone # : 786 923 7937 Swift Code : CITIUS33

ROUTING
Fax # :
NUMBER ABA : 266086554

msalazar@doradoaic.com
Email Address: Bank Phone: 3055353901

Today’s Date : October 23/ 2018 Bank Officer: Catherine Rincon

Paymaster:

SIGNATURE
&
SEAL

SPECIAL PRE-ADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL NOTIFICATION
INSTRUCTIONS IMMEDIATELY UPON 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
MESSAGE AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK.”

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLER´S MANDATES
INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)

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 END OF DOCUMENT

BUYERS INITIAL IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SELLER´S MANDATES
INITIAL
NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT (NCNDA)

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