NCNDA
Post 1 of 12
Dear All,
Many traders know that NCNDA -Non-Circumvention, Non-Disclosure and Working Agreement is designed to protect the rights of brokers (middleman); However in today's world, many people are well -informed and well-connected, what's your idea if the following scenario occurs:
Broker M has a buyer B wants to buy a commodity, so M contacted exporter E for supply, since the volume is big, exporter E wants to interview (by telephone) buyer B to make sure that the buyer has the fund. Before proceeding further, M and E signed NCNDA, but it turned out that the buyer B is exporter E's existing client.
Please advise how to solve this problem. Thank you in advance.
Best regards,
Moolan
----------NCNDA included as follows--------------------
International Chamber of Commerce (I.C.C.)
Non-Circumvention, Non-Disclosure and Working Agreement
Whereas the Undersigned Parties wish to enter into this agreement to define certain parameters of their future legal obligations, and considering their mutual promise herein and other good and valuable considerations the receipt of which is acknowledged hereby, the Parties here to mutually and voluntarily agree as follows:
1. The parties hereto and/or their affiliates of what-so-ever nature shall not, in any manner solicit and/or accept any business from sources that have been made available by and through the parties hereto, nor in any manner shall access, contact solicit and/or conduct any transaction with such said sources, without the expressed and specific permission of the party who made such said sources available.
The Parties shall maintain complete confidentiality regarding each other's business and/or their affiliates and shall only disclose knowledge pertaining to these specifically named Parties as permitted by the concerned Party, unless agreed and granted an expressed written permission of and by the Party whom made the source available.
2. The Parties shall not in any way whatsoever circumvent each other and/or attempt such circumvention of each other and/or any of the parties involved in any of the transactions the Parties wish to enter and to the best of their abilities shall ensure that the original transaction codes, data and proprietary information established are not altered.
3. The Parties shall not disclose any contact revealed by either Party to any third Parties as they fully recognized such information and contract(s) of the respective Party, and shall not enter into direct and/or indirect offers, negotiations and/or transaction with such contacts revealed by the other Party who made the contact(s) available.
4. In the event of circumvention by any of the undersigned Parties, whether direct and/or indirect, the circumvented Party shall be entitled to a legal monetary compensation equal to the maximum service it should realize from such a transaction, plus any and all expenses, including any and all legal fees incurred in lieu of the recovery of such compensation.
5. All considerations, benefits, bonuses, participation, fees, and/or commissions received as a result of the contributions of the Parties to this agreement, relating to any and all transactions shall be allocated and distributed as mutually agreed. Specific arrangements, for each transaction shall be made available and/or submitted to the recipient on the very day due and payable as per each and every transaction, unless otherwise agreed.
6. This agreement is valid for five (5) years from the date of signature, for any and all transactions between the Parties therein, with renewal to be agreed upon between the signatories.
7. It is further agreed that any controversy, claims, and or dispute arising out of and/or relating to any part of the whole of this agreement or breach thereof and which is not settled between the signatories themselves, shall be settled and binding by and through arbitration in accordance with the rules and through the institution of the International Chamber of Commerce. Any decision and/or award made by the arbitrators shall be final, conclusive and binding for the Parties and enforceable in the Court of Law in the Country of choice of an award by the arbitrators.
8. This Agreement shall be binding upon the Parties hereto and in the case of individual parties, their respective heirs, administrators and executors and in the case of all corporate Parties, their successors and assigns
a) The non-circumvention damages, i.e., the total commissions, fees, or profits which would have been due, and;
b) All loss sustained by the non defaulting party by reason of such breach, and;
c) All expenses incurred in enforcing any legal remedy rights based upon or arising out of this Agreement.
9. This Agreement shall be binding upon the Parties hereto and in the case of individual parties, their respective heirs, administrators, and executors, and in the case of all corporate parties, their successors and assigns.
10. Signature of this agreement shall be deemed to be an executed agreement enforceable and admissible for all purposes as may be necessary under the terms of this agreement.
11. All signatories hereto acknowledge that they have read and each Party fully understands the terms and conditions contained in this Agreement, and by their initials and signature hereby unconditionally agree to its terms as of the date noted herein.
12. The purpose of this instrument is to establish an internationally recognized Non-Circumvention, Non-Disclosure, and Working Agreement between the participating Parties. This and future transactions shall be conducted under the guidelines of the International Chamber of Commerce.
This agreement may be signed in one or more counterparts and the Parties agree that facsimile copies of this Agreement to be considered as a legal original and signatures thereon shall be legal and binding.
Parties entering into this agreement: (omitted)
Many traders know that NCNDA -Non-Circumvention, Non-Disclosure and Working Agreement is designed to protect the rights of brokers (middleman); However in today's world, many people are well -informed and well-connected, what's your idea if the following scenario occurs:
Broker M has a buyer B wants to buy a commodity, so M contacted exporter E for supply, since the volume is big, exporter E wants to interview (by telephone) buyer B to make sure that the buyer has the fund. Before proceeding further, M and E signed NCNDA, but it turned out that the buyer B is exporter E's existing client.
Please advise how to solve this problem. Thank you in advance.
Best regards,
Moolan
----------NCNDA included as follows--------------------
International Chamber of Commerce (I.C.C.)
Non-Circumvention, Non-Disclosure and Working Agreement
Whereas the Undersigned Parties wish to enter into this agreement to define certain parameters of their future legal obligations, and considering their mutual promise herein and other good and valuable considerations the receipt of which is acknowledged hereby, the Parties here to mutually and voluntarily agree as follows:
1. The parties hereto and/or their affiliates of what-so-ever nature shall not, in any manner solicit and/or accept any business from sources that have been made available by and through the parties hereto, nor in any manner shall access, contact solicit and/or conduct any transaction with such said sources, without the expressed and specific permission of the party who made such said sources available.
The Parties shall maintain complete confidentiality regarding each other's business and/or their affiliates and shall only disclose knowledge pertaining to these specifically named Parties as permitted by the concerned Party, unless agreed and granted an expressed written permission of and by the Party whom made the source available.
2. The Parties shall not in any way whatsoever circumvent each other and/or attempt such circumvention of each other and/or any of the parties involved in any of the transactions the Parties wish to enter and to the best of their abilities shall ensure that the original transaction codes, data and proprietary information established are not altered.
3. The Parties shall not disclose any contact revealed by either Party to any third Parties as they fully recognized such information and contract(s) of the respective Party, and shall not enter into direct and/or indirect offers, negotiations and/or transaction with such contacts revealed by the other Party who made the contact(s) available.
4. In the event of circumvention by any of the undersigned Parties, whether direct and/or indirect, the circumvented Party shall be entitled to a legal monetary compensation equal to the maximum service it should realize from such a transaction, plus any and all expenses, including any and all legal fees incurred in lieu of the recovery of such compensation.
5. All considerations, benefits, bonuses, participation, fees, and/or commissions received as a result of the contributions of the Parties to this agreement, relating to any and all transactions shall be allocated and distributed as mutually agreed. Specific arrangements, for each transaction shall be made available and/or submitted to the recipient on the very day due and payable as per each and every transaction, unless otherwise agreed.
6. This agreement is valid for five (5) years from the date of signature, for any and all transactions between the Parties therein, with renewal to be agreed upon between the signatories.
7. It is further agreed that any controversy, claims, and or dispute arising out of and/or relating to any part of the whole of this agreement or breach thereof and which is not settled between the signatories themselves, shall be settled and binding by and through arbitration in accordance with the rules and through the institution of the International Chamber of Commerce. Any decision and/or award made by the arbitrators shall be final, conclusive and binding for the Parties and enforceable in the Court of Law in the Country of choice of an award by the arbitrators.
8. This Agreement shall be binding upon the Parties hereto and in the case of individual parties, their respective heirs, administrators and executors and in the case of all corporate Parties, their successors and assigns
a) The non-circumvention damages, i.e., the total commissions, fees, or profits which would have been due, and;
b) All loss sustained by the non defaulting party by reason of such breach, and;
c) All expenses incurred in enforcing any legal remedy rights based upon or arising out of this Agreement.
9. This Agreement shall be binding upon the Parties hereto and in the case of individual parties, their respective heirs, administrators, and executors, and in the case of all corporate parties, their successors and assigns.
10. Signature of this agreement shall be deemed to be an executed agreement enforceable and admissible for all purposes as may be necessary under the terms of this agreement.
11. All signatories hereto acknowledge that they have read and each Party fully understands the terms and conditions contained in this Agreement, and by their initials and signature hereby unconditionally agree to its terms as of the date noted herein.
12. The purpose of this instrument is to establish an internationally recognized Non-Circumvention, Non-Disclosure, and Working Agreement between the participating Parties. This and future transactions shall be conducted under the guidelines of the International Chamber of Commerce.
This agreement may be signed in one or more counterparts and the Parties agree that facsimile copies of this Agreement to be considered as a legal original and signatures thereon shall be legal and binding.
Parties entering into this agreement: (omitted)
14 Feb 2007 20:17
Post 2 of 12
Replying to [Moolan99]:The best way is to have a Commission Agreement with Seller/Buyer
16 Feb 2007 11:02
Post 3 of 12
Replying to [iulianap]: commission agreement is a separate agreement. NCNDA serves different purpose.
Thank you anyway,
Moolan
Thank you anyway,
Moolan
17 Feb 2007 07:43
Post 4 of 12
Replying to [Moolan99]:As it is clearly mentioned in the above case that, quote before proceeding further, M and E signed NCNDA, unquote.
Therefore, logically speaking, I am of the opinion that in the above case the Broker M is entitled for his legal monetary fee or commission for the transaction of the particular commodity for which buyer B and Exporter E were brought together by the broker M. (clause 4 will be applicable).
It does not affect the situation so far as the broker's entitlement of his fee or commission is concerned, if at a later stage it comes to the notice that the buyer B is the existing client of exporter E for other products/commodities. (if based on clause 1)
Therefore, logically speaking, I am of the opinion that in the above case the Broker M is entitled for his legal monetary fee or commission for the transaction of the particular commodity for which buyer B and Exporter E were brought together by the broker M. (clause 4 will be applicable).
It does not affect the situation so far as the broker's entitlement of his fee or commission is concerned, if at a later stage it comes to the notice that the buyer B is the existing client of exporter E for other products/commodities. (if based on clause 1)
17 Feb 2007 08:50
Post 5 of 12
Replying to [vshanker]: Dear vshanker, thank you for you kind advice.
17 Feb 2007 17:12
Post 6 of 12
Replying to [Moolan99]:I know very good the difference between NCNDA and Agreement. But for an Agent to get his commission ,the best is to have a Commission Agreement signed with Seller / Buyer
18 Feb 2007 15:04
Post 7 of 12
Replying to [iulianap]: Dear Lady, we will sign NCNDA first, then followed by a commission agreement. My business associates used FPA, what kind of commission agreements do you recommend? Thank you in advance.
Regards,
Moolan
Regards,
Moolan
19 Feb 2007 06:16
Post 8 of 12
Sales Mandate Agent / Commission Agreement
This Sales Agent / Commission agreement is made in two original copies (fax/email copy of the signed Agreement to be considered an original. ) and signed between:
(1) (The "Seller Principal)
(2) (The "Mandate")
Whereas the Seller Principal wishes to market the products and services as described and whereas the Authorised sales mandate is prepared to sell the Products (zzz ) on behalf of the Seller Principal in return for a commission and other compensation. It is agreed as follows:
01. SELLING RIGHTS
1.01 The Seller Principal grants the Mandate an exclusive right to sell the Products on behalf of the Selller Principal within unlimited territory [ MMM ] and for the for the 5 years period
1.02 The Mandate shall use his best efforts to sell the Product for the duration of the Selling Rights. At the request from time to time, of the Seller Principal, the Mandate shall attend sales meetings at the home office and furnish the Seller Principal with a reasonably detailed written report on the Mandates efforts to sell the Products in the period specified by the Selller Principal.
02. PRODUCT PRICES
2.01 The Seller Principal shall fix the selling prices of the Products and the Mandate may only sell the Products at the selling prices fixed by the Seller Principal .
03. ORDERS
3.01 The Mandate shall obtain written orders for the Product from buyers, signed by the buyers, and remit the orders to the Seller Principal.
04. COMMISSION
4.01 The Seller Principal shall pay the Mandate a commission based on the conditions set forth, exclusive of any sales taxes, of each order or part, of each order-of-Product duly remitted by the Mandate in accordance with this agreement, which is paid for, in full, inclusive of any sales taxes, and which is not subsequently returned for a refund.
4.02 The Mandate is not entitled to any compensation for services performed or expenses incurred in connection with this agreement.
4.043 All commissions will be paid to the Mandate at a rate of U S dollar $ x.00 (xxxxx United States Dollars) on the prices given by the Seller Principal.
4.04 Commission payments shall be made only after the completion of physical delivery of the cargo from the gross payment realized for each shipment, as agreed between the Seller Principal and the Authorized mandate. The commission amounts will be paid to the beneficiary Paymaster named in the FPA for all contracted quantity including all extensions and rollovers on shipment by shipment basis as per the following proceeds.
a. The entitlements herein specified will be transferred in full compliance with articles 48 and 49 of ICC N0. 500, as amended, in favor of the paymaster named herein.
b. Payable automatically, upon payment for each and every shipment, by SWIFT wire transfer maximum in 1 (one) days time.
c. The payments will be made without protest, delay, or deductions
(other than normal Bank wire transfer fees).
d. The entitlement under this FPA covers the entire transaction identified and defined herein including all
extensions and rollovers.
O5 CONFIDENTIALITY
05.01 The Mandate shall keep the Seller Principal's business secrets confidential and shall not disclose them to any third party during and after termination of the selling rights without the written consent of the Seller Principal.
06. SUMMARY TERMINATION OF THE SELLING RIGHTS
06.01 If the Mandate breaks any term of this agreement, the Principal may summarily terminate the Selling Rights with a notice in writing to the Mandate.
This Sales Agent / Commission agreement is made in two original copies (fax/email copy of the signed Agreement to be considered an original. ) and signed between:
(1) (The "Seller Principal)
(2) (The "Mandate")
Whereas the Seller Principal wishes to market the products and services as described and whereas the Authorised sales mandate is prepared to sell the Products (zzz ) on behalf of the Seller Principal in return for a commission and other compensation. It is agreed as follows:
01. SELLING RIGHTS
1.01 The Seller Principal grants the Mandate an exclusive right to sell the Products on behalf of the Selller Principal within unlimited territory [ MMM ] and for the for the 5 years period
1.02 The Mandate shall use his best efforts to sell the Product for the duration of the Selling Rights. At the request from time to time, of the Seller Principal, the Mandate shall attend sales meetings at the home office and furnish the Seller Principal with a reasonably detailed written report on the Mandates efforts to sell the Products in the period specified by the Selller Principal.
02. PRODUCT PRICES
2.01 The Seller Principal shall fix the selling prices of the Products and the Mandate may only sell the Products at the selling prices fixed by the Seller Principal .
03. ORDERS
3.01 The Mandate shall obtain written orders for the Product from buyers, signed by the buyers, and remit the orders to the Seller Principal.
04. COMMISSION
4.01 The Seller Principal shall pay the Mandate a commission based on the conditions set forth, exclusive of any sales taxes, of each order or part, of each order-of-Product duly remitted by the Mandate in accordance with this agreement, which is paid for, in full, inclusive of any sales taxes, and which is not subsequently returned for a refund.
4.02 The Mandate is not entitled to any compensation for services performed or expenses incurred in connection with this agreement.
4.043 All commissions will be paid to the Mandate at a rate of U S dollar $ x.00 (xxxxx United States Dollars) on the prices given by the Seller Principal.
4.04 Commission payments shall be made only after the completion of physical delivery of the cargo from the gross payment realized for each shipment, as agreed between the Seller Principal and the Authorized mandate. The commission amounts will be paid to the beneficiary Paymaster named in the FPA for all contracted quantity including all extensions and rollovers on shipment by shipment basis as per the following proceeds.
a. The entitlements herein specified will be transferred in full compliance with articles 48 and 49 of ICC N0. 500, as amended, in favor of the paymaster named herein.
b. Payable automatically, upon payment for each and every shipment, by SWIFT wire transfer maximum in 1 (one) days time.
c. The payments will be made without protest, delay, or deductions
(other than normal Bank wire transfer fees).
d. The entitlement under this FPA covers the entire transaction identified and defined herein including all
extensions and rollovers.
O5 CONFIDENTIALITY
05.01 The Mandate shall keep the Seller Principal's business secrets confidential and shall not disclose them to any third party during and after termination of the selling rights without the written consent of the Seller Principal.
06. SUMMARY TERMINATION OF THE SELLING RIGHTS
06.01 If the Mandate breaks any term of this agreement, the Principal may summarily terminate the Selling Rights with a notice in writing to the Mandate.
21 Feb 2007 13:58
Post 9 of 12
Replying to [Moolan99]:
Contact me via TM and I will give you a complete document.
Of course you need a MFPA to can get your commission,but I think the Commission Agreement signed with Buyer/Seller is more safe than a NCNDA.
Contact me via TM and I will give you a complete document.
Of course you need a MFPA to can get your commission,but I think the Commission Agreement signed with Buyer/Seller is more safe than a NCNDA.
21 Feb 2007 14:01
Post 10 of 12
Replying to [iulianap]: thank you very much for your kind info.
Best regards
Moolan99
Best regards
Moolan99
21 Feb 2007 17:12
Post 11 of 12
Replying to [iulianap]:
sorry for replying to this old post. I just found this post to be quite useful for my current dilemma. I would like to know if it's possible to provide me a full copy of the seller's mandate agreement and buyer's mandate agreement? It would be great help, and your help will be greatly appreciated. Once again, thanks for your time.
Best Regards,
Victor
sorry for replying to this old post. I just found this post to be quite useful for my current dilemma. I would like to know if it's possible to provide me a full copy of the seller's mandate agreement and buyer's mandate agreement? It would be great help, and your help will be greatly appreciated. Once again, thanks for your time.
Best Regards,
Victor
12 Nov 2007 07:37