INTERNATIONAL CHAMBER OF COMMERCE (I.C.
C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Transaction code: OARUIPEHT894/GIKSRHUOHGW -
NON-CIRCUMVENTION, NON-DISCLOSURE
& WORKING AGREEMENT (NCNDA)
WHEREAS the undersigned 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.
WHEREAS the undersigned 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 (hereinafter
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 are
acknowledged hereby, the parties hereto agree as follows:
1.TERMS AND CONDITIONS
A.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,
B.The parties will maintain complete confidentiality
regarding each other’s business sources and/or their
Affiliates and will disclose such business sources only
to the named parties pursuant to the express written
permission of this party who made available the source
and,
C. The parties will not in any of the transactions that
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. The parties will not disclose names, addresses, e-
mail addresses, telephone, facsimile ,or telex numbers
to any contacts by either party to third parties and that
they each recognize such contacts as the exclusive
property of the respective parties and they will not enter
into any direct negotiations or transactions with such
contacts revealed by the other party and,
E.The parties further undertake not to enter into any
business transaction with banks, RECEIVERs, person’s
or corporations representing sources of funds or other
bodies, the names of which have been provided by one
of the parties to the other denoted in this Agreement,
unless written permission has been obtained from the
other party to this Agreement. For the sake of this
NCNDA, it does not matter whether information is
obtained from the other party relates to a natural or a
legal person and the parties also undertake not to make
Contract № : 0925191/IPIP/5B/16JUN20 DATE: 16 JUNE 2020
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
(IMFPA)
We the undersigned BBC INTERNATIONAL LTD herewith referred as
the RECEIVER OF THE IPIP TRANSACTION and under penalty of
perjury, do hereby irrevocably confirm and irrevocably accept to pay all
intermediaries and fee holders at the same time and in a manner as the
RECEIVER is being paid for each and every transaction of the executed
contract between the SENDER and the RECEIVER, including all
transactions up to the completion of the contract plus rollovers and extensions
and accordingly the intermediaries are immediately paid by the RECEIVER
for each transaction at the direction of the intermediaries to the bank account
so specified in this Agreement.
We, the RECEIVER, irrevocably confirm that we will order and direct our
bank to endorse automatic payment orders to the beneficiaries named below;
furthermore, We, the RECEIVER, confirm that all pay orders shall
automatically transfer funds as directed into each beneficiary’s designated
bank account immediately after each tranche during the contract term plus
any and all extensions and rollovers of the specified contract. For the purpose
of clarity, we confirm that the closing and completion of each and every
tranche shall be deemed to take place as set out in contract.
We, the RECEIVER, agree to provide all beneficiaries with written
evidence of all payments lodged with their banks together with written
acknowledgements from THE RECEIVER’s bank accepting responsibility
to make timely payments to the intermediaries chosen bank accounts in a
timely manner, from time to time, immediately after each tranche more
particularly spelled out in contract. Furthermore, THE
INTERMEDIARY’S bank shall be instructed to provide duly signed and
stamped acknowledgement of this instruction as set out here in forming part
of this Agreement. Moreover, it is understood by THE RECEIVER that for
the purposes of this IMFPA, THE INTERMEDIARY’S banks is listed in
this Agreement, attached hereto as if made a part hereof, and acts as an
integral part of it.
We the undersigned RECEIVER acknowledge by execution of this
Agreement that THE INTERMEDIARY named on the proper page
provided, attached hereto as if made a part hereof, has disclosed confidential
information to be used solely for the purposes of recognition and payment to
the Beneficiary for providing significant benefit to THE RECEIVER by
acting as a facilitator and causing the legally binding contract between the
SENDER and the RECEIVER to be duly executed. Consequently, THE
RECEIVER hereby acknowledges THE INTERMEDIARY now as his
legally authorized representative that has caused the main transaction
between the SENDER and RECEIVER to successfully close and, therefore,
unconditionally agree and undertake to approve and originate all
payments specified hereunder to be immediately paid after each tranche
on each and every transaction of the said executed contract between the
SENDER and the RECEIVER and for any extensions or rolls thereafter
made between the SENDER and the RECEIVER, and payments to be
made in (EURO) currency to the beneficiary 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 PAID BY THE RECEIVER is as
set out in this Contract.
TERMS & CONDITIONS:
This Master Fee Protection Agreement covers the initial contract between the
SENDER and RECEIVER and shall include any renewals, extensions,
rollovers, additions or any new or alternative transfer arrangements for
Product no matter how originated, all being considered originated from
contract between the SENDER and the RECEIVER since any of these
 INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Transaction code: OARUIPEHT894/GIKSRHUOHGW - Contract № : 0925191/IPIP/5B/16JUN20 DATE: 16 JUNE 2020
use of a third party to circumvent this clause and, events noted, including the changing of codes, is lawfully considered
F.The parties agree that in the event of circumvention activities that THE RECEIVER would contractually be responsible for
of this Agreement by either party, directly or indirectly, immediate compensation to THE INTERMEDIARY under the attached
Non-Circumvention Non-Disclosure Agreement. THE RECEIVER agrees
the circumvented party shall be entitled to a legal
that any and all commissions due shall be paid to the Beneficiary as a result
monetary penalty equal to the maximum pecuniary
of any extension or rolls of the contract and that we shall effect all necessary
compensation that would have been calculated and paid
documentation with our bank without any undue delays to ensure such
as compensation it should realize from such a commissions and paid within the terms of the agreement.
transaction plus any and all expenses, including but not This Master Fee Protection Agreement and any subsequently issued pay
limited to all legal costs and expenses incurred to orders shall be assignable, transferable, and divisible and shall not be
recover the lost revenue and, amended without the express written and notarized consent of the
G.The parties agree in relating to any and all receiving Beneficiary. All parties agree neither to circumvent nor to
transactions, that all considerations, benefits, bonuses, attempt to circumvent each other, now or in the future; the NCND
participation fees and/or commissions received as a Agreement applies for the term of the current contract between the
result of the contributions of the parties in the SENDER and the RECEIVER, a period being (5) years from the date of
Agreement, will be allocated as mutually agreed and, the execution of this Irrevocable Master Fee Protection Agreement and
H.The parties agree this Agreement is valid for any and continue thereafter for any and all extensions of time, or from time to
all transactions between the parties herein and shall be time as the case might be, for each and every transaction of Product
governed by the enforceable law in all Commonwealth delivery that is made from the RECEIVER to the chosen refinery of the
Countries, European Union Countries, USA State SENDER.
Laws, or under Swiss Law in Zurich, in the event of This document binds all parties, their employees, associates, transferees and
assignees or designees.
dispute, the arbitration laws of the specific
All faxed and/or e-mailed signatures shall be considered as original
jurisdiction for the contravention of this Agreement
signatures for the purpose of binding all parties to this Agreement. This
will apply and, document may be signed & in any number of counterparts all of which shall
I.The signing parties hereby accept any such selected be taken together and shall constitute as being one & the same instrument.
jurisdiction as an acceptable venue. The duration of the Any provision of this document shall only be amended by agreement in
Agreement shall perpetuate for (5) years from date of writing and signed off by both parties concerned.
signing and continue thereafter for any and all PARTIAL INVALIDITY:
extensions of time, or from time to time as the case The illegality, invalidity and non-enforceable provision of this document
might be, for each and every transaction of Product under the laws of any jurisdiction shall not affect its legality, validity or
delivery that is made from the RECEIVER to the enforceability under the law of any other jurisdiction or provision.
chosen refinery of the SENDER. GOVERNING LAW AND JURISDICTION:
This document shall be governed & construed in accordance with current
2.AGREEMENT TO TERMS
English or I.C.C 400/500/600 regulations, the NCNDA signed between the
A.Signatures on this Agreement received by the way of
parties hereto.
Facsimile, Mail and/or E-mail shall be considered a ARBITRATION:
lawful executed contract. This Agreement is All parties agree to refer any disputes between the questions regarding its
enforceable and admissible for all purposes as may be existence, validity or termination to arbitration rules of the International
necessary under the terms of this Agreement. Arbitration Centre (I.A.C). The appointed arbitrator shall hold the
B.All signatories hereto acknowledge that they have proceedings in any country chosen by the parties and the rules of the IAC
read the foregoing Agreement and by their initials and shall apply.
signature that they have full and complete authority to This (9) pages document is signed and accepted by parties named below on
execute the document for and in the name of the party this 16 day of JUNE, 2020.
for which they have given their signature.
“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, and 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.
 INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Transaction code: OARUIPEHT894/GIKSRHUOHGW - Contract № : 0925191/IPIP/5B/16JUN20 DATE: 16 JUNE 2020

NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION

WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

COMPANY
MAREN GOLD DMCC Commission
NAME:
LICENSE NO. DMCC-32199 Beneficiary’s Name
10-00-E3 JEWELLERY
ADDRESS COMPLEX 1 PLOT DMCC-PH2- Bank Name:
JBPLEXS
Nationality: UNITED ARAB EMIRATES IBAN(EURO):
PLACE OF
DUBAI Swift Code :
ISSUE
ISSUE DATE Bank Address :
EXPIRY DATE Branch Name :
Bank Telephone :
Bank Officer:
TODAY’S DATE : 16/JUNE/2020

SIGNATURE
AND
PASSPORT /
LICENSE:

Required Message ALL FUNDS TRANSFERS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-
on All Transfer of CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
Funds BENEFICIARY’S BANK.”

ALL BANK CHARGES SHALL BE BORNE BY ACCOUNT BENEFICIARIES ABOVE

 INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Transaction code: OARUIPEHT894/GIKSRHUOHGW - Contract № : 0925191/IPIP/5B/16JUN20 DATE: 16 JUNE 2020

NOTARY PUBLIC

ON THIS DATE OF:……………………………………………………………….

BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY 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 [SEAL]

OFFICER NAME: …………………………………………………………………………………………

TITLE:………………………………………………………………………………………………………

NOTARY PUBLIC NAME:…………………………………………………………….………………….

ADDRESS:………………………………………………………………………..…………………………

TEL:................................................................................................................................................................

TODAY’S DATE:…………………………………………………………………………………...……...
 INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Transaction code: OARUIPEHT894/GIKSRHUOHGW - Contract № : 0925191/IPIP/5B/16JUN20 DATE: 16 JUNE 2020

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.

__________________________________ __________________________________
1st BANK OFFICER SIGNATURE [SEAL]

BANK OFFICE NAME:……………………….…………………………..

TITLE:………………………………………….………….………………..
PIN NUMBER:……………………………………….…………………….
BANK NAME:………………………….…………………………………..
BANK ADDRESS:………………….…………………………….………..
BANK TEL:..................................................................................................
TODAY’S DATE:…………………………………………………………..

_____________________________________ ___________________________________
2nd BANK OFFICER SIGNATURE [SEAL]

BANK OFFICE NAME:……………………….…………………………..

TITLE:………………………………………….………….………………..
PIN NUMBER:……………………………………….…………………….
BANK NAME:………………………….…………………………………..
BANK ADDRESS:………………….……………………………………..
BANK TEL:.................................................................................................
TODAY’S DATE:………………………………………………