FEES & IMPORTANT FORMS

$$$$ NOTE, Our fees are usually one per cent [1%} of the total value of the transaction.   In addition, we have set fees for finding people, which are determined by the scope of  the project.

WJS Finders
A SubsIdIary of
WJS Group Trust
Business Research & Intelligence
Las Vegas, Nevada 89102 USA
VOICE & FAX: USA 702-248-5388
CELL: USA 702-539-8504
wjscheck@vegascitynet.com
www.finders.cc

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SAMPLE - AGREEMENT FOR FINDER'S FEE
NON-CIRCUMVENTION, CONFIDENTIALITY & NON-DISCLOSURE


THIS AGREEMENT, entered into on               , 20  , by and between  William J. Scheck, WJS Finders  a subsIdiary of WJS Group Trust,  Las Vegas, Nevada 89102 ("Finder"), and                                      ("Client"), in consideration of the promises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do herein agree as follows:

1. Finder hereto has developed confidential and valuable proprietary information with regard to following, described as:                              and including the identity of the Seller/Buyer of aforesaid; and/or owner's representatives or advisors. Finder is desirous of selling said information.

2. Client hereto has been made aware of the existence of the above opportunity by Finder; and Client is desirous of obtaining the proprietary, confidential, and valuable information so developed by Finder, for the purpose of investigating the purchase of the aforesaid.

3. Introducing Party - Finder is deemed to have been the Introducing Party, and shall be entitled to a "Finder's Fee" in an amount as stipulated herein below if said Information results at any time in a transaction for the sale, purchase, exchange, pledge, hypothecation, or other disposition of the aforesaid, whether in whole or in part, to Client, and/or Client's representatives, partners, associates, funding sources, or relationships.

4. Compensation - Finder herein shall be paid a Finder's Fee equal to        PERCENT (     %) of the gross sales price paid by Client for the purchase of the aforesaid, or alternatively, the equivalent consideration in the event of exchange, pledge, hypothecation, or other disposition of the aforesaid. In the event of a partial purchase of aforesaid, Finder shall also be paid an equivalent Fee for any subsequent purchase of the remaining interest in the aforesaid, regardless of when such subsequent purchase occurs.

5. Ancillary or Subsequent Transactions - In the event Client, or Client's representatives, partners, associates, funding sources, or relationships, conclude the purchase of any other assets, with Seller and/or Seller's partners, representatives, associates, and/or relationships so introduced, within the period of         years immediately subsequent to the date of this Agreement, Finder herein shall be deemed to be the "Procuring Cause" for which Client hereunder agrees to pay Finder a Finder's Fee equal to        PERCENT (    %) of the purchase of price therein, or an amount otherwise negotiated between the parties in writing prior to any such sale, irrespective of whether any other fees are paid to any third party.

6. Confidentiality - Client shall keep confidential and shall not disclose or otherwise reveal to any third party in any manner, any proprietary information provided by Finder, including but not limited to names, addresses, telex, facsimile, email addresses, and telephone numbers, or any means or access thereto, including bank information codes, references, or privileged information, without the specific prior written consent of the other party. Notwithstanding the above, it is intended that the financial and other proprietary information covered hereby may be forwarded to Client's partners, and/or associates, for possible funding by such funding sources and/or relationships.

7. Non-circumvention - Client hereby irrevocably agrees not to attempt to circumvent, avoid, or bypass Finder, directly or indirectly, for the purpose of avoiding payment of fees, profits, or otherwise, by way of any corporation, trust, partnership, or other entity, or individually, in conjunction with this Agreement.

8. Independent Contractor - Finder is not an employee, agent, advisor, nor representative of Client, in connection with this transaction. Finder is an independent contractor, acting at all times solely in Finder's own behalf, in expectation of earning a profit for introducing Client to Finder's proprietary information with regard to the transaction as described herein.

9. Indemnification - Finder has obtained Subject information and believes said information to be reliable and is providing same to Client in " good faith". Client acknowledges that Finder has made no warranty, nor representations with regard to the reliability of said information, and Client accepts full responsibility for seeking and obtaining independent legal, tax, accounting, due diligence, or other advice concerning this transaction. Client further agrees that it will indemnify and hold harmless Finder, for any liability arising as a result of this transaction.

10. Damages & Legal Costs - If either party commences legal proceedings to interpret or enforce the terms of THIS AGREEMENT, the prevailing Party will be entitled to recover court costs and reasonable attorneys fees.

11. Jurisdiction & Waiver - The Parties hereto will construe THIS AGREEMENT in accordance with the laws of the State of Nevada, County of Clark. If any provision of this Agreement is found to be void by any court of competent jurisdiction, the remaining provisions will remain in force and effect. The parties shall also have the right to seek appropriate and/or injunctive relief to prevent a violation or continuing violation of this Agreement, in a court of law. The venue for all hearings or proceedings and any court actions shall be the State of Nevada, County of Clark.


12. Execution - Upon Execution of THIS AGREEMENT by signature below, the Parties agree that any individual, firm, company, associates, corporations, joint ventures, partnerships, trusts, divisions, subsidiaries, employees, agents, heirs, assigns, designees, or consultants of which the Parties are principals, agents, representatives, advisors, officers, heirs, successors, assigns, or designees, are bound by the terms of THIS AGREEMENT.

13. Facsimile - A facsimile or electronically signed copy of this Agreement shall constitute a legal and binding instrument between the parties.
THIS AGREEMENT contains the entire Agreement between the Parties, and any other waiver, amendment, or modification to THIS AGREEMENT will be subject to the above conditions, and must be attached hereto. By setting forth my hand below, I warrant that I have complete authority to enter into THIS AGREEMENT.

For: WJS Group Trust


By: William J. Scheck           Date:
      (Finder)

For: 


By:                                             Date:
      (Client/Title)


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Client must sign this agreement before a notary.
State of ____________________
County of  ___________________.
Signed (or subscribed or attested) before me on _______________  (date)
by _______________________________________________
(name of person).
(seal)

________________________
  signature of notary public



IRREVOCABLE COMMISSION PAYMENT ORDER (ICPO) /SAMPLE/

DATE OF ISSUE :
TRANSACTION NUMBER # :
CONTRACT NUMBER # :
ICPO NUMBER # :
BUYER
COMPANY :
PAYMASTER
COMPANY : :
CITY :
COUNTRY :
TELEPHONE # :
TELEFAX # :
BENEFICIARY
COMPANY :
BANK DETAILS
BANK NAME :
PAYMENT ORDER VALUE
COMMODITY :
QUANTITY :
QUANTITY PER TRANCHE :
COMMISSIONS :
COMMISSIONS PER TRANCHE :
TOTAL COMMISSION VALUE :

1. IF AND WHEN THE LETTER OF CREDIT IS EXECUTED FOR PER SHIPMENT VALUE AND THE SHIPPING DOCUMENTS HAVE BEEN PRESENTED FOR REIMBURSEMENT, PAYMENT OF THE COMMISSIONS SHALL BE MADE BY WIRE TRANSFER TO THE BENEFICIARY NAMED HEREIN BY THE PAYMASTER (ABOVE) WITHOUT PROTEST OR DELAY, PAYABLE WITHIN 05 (FIVE) BANKING DAYS OF WIRE TRANSFER PAYMENT TO THE PAYER'S ACCOUNT FOR THE MASTER IRREVOCABLE COMMISSION PAYMENT ORDER (ICPO) FOR THE ABOVE TRANSACTIONS AND WITHOUT ANY DEDUCTIONS EXCEPT BANK
TRANSFER FEES.

2. THE UNDERSIGNED PAYER HEREBY GUARANTEES WITH FULL RESPONSIBILITY AND AUTHORITY UPON THE CLOSING OF EACH AND EVERY DELIVERY IN THE ABOVE REFERENCED TRANSACTION, TO PAY THE UNDERSIGNED BENEFICIARY THE ENTITLEMENT HEREIN STATED.

3. THIS IRREVOCABLE COMMISSION PAYMENT ORDER IS VALID UPON COMMENCEMENT OF THE TRANSACTION HEREIN STATED AND SHALL REMAIN VALID AND ENFORCEABLE FOR THE FULL TERM OF THIS TRANSACTION AND SHALL APPLY TO ANY AND ALL RENEWALS, EXTENSIONS, ROLL-OVERS, ADDITIONS OR NEW AGREEMENTS BETWEEN THE BUYER AND THE SELLER, THEIR SHAREHOLDERS AND/OR ASSIGNEES.

4. THIS IRREVOCABLE COMMISSION PAYMENT ORDER IS CONDITIONAL, ASSIGNABLE AND DIVISIBLE. THE SELLER'S CODES (WHICH SHALL BE ASSIGNED UPON EXECUTION OF THE ABOVE REFERENCED CONTRACT), SHALL ALWAYS REMAIN THE SAME AND SHALL NOT BE CHANGED UNTIL THIS TRANSACTION HAS BEEN COMPLETED, INCLUDING ANY RENEWALS, EXTENSIONS, ROLL-OVERS ETC.... WITHOUT THE WRITTEN CONSENT OF ALL PARTICIPANTS INCLUDING THE BENEFICIARY OF THIS IRREVOCABLE COMMISSION PAYMENT ORDER.

5. ALL PARTIES HEREBY AGREE NOT TO CIRCUMVENT, NOR ATTEMPT TO CIRCUMVENT ANY OF THE PARTIES IN THIS TRANSACTION NOW PENDING OR IN THEFUTURE FOR A PERIOD OF 05 (FIVE) YEARS FROM DATE OF EXECUTION OF THIS IRREVOCABLE COMMISSION PAYMENT ORDER DOCUMENT. THIS DOCUMENT BINDS ALL PARTIES, THEIR EMPLOYEES, ASSOCIATES, TRANSFERERS, ASSIGNEES AND/OR DESIGNATED.

6. UPON EXECUTION OF THIS AGREEMENT, THIS IRREVOCABLE COMMISSION PAYMENT ORDER DOCUMENT WILL BE EXCHANGED FOR AN OFFICIAL BANK ENDORSED AND RESPONSABLE IRREVOCABLE COMMISSION PAYMENT ORDER. THE ORIGINAL BANK IRREVOCABLE COMMISSION PAYMENT ORDER WILL BE LODGED WITH THE PAYER'S BANK.

7. THIS IRREVOCABLE COMMISSION PAYMENT ORDER DOCUMENT MAY BE EXECUTED SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTS VIA TELEFAX TRANSMISSION, EACH OF WHICH SHALL BE DEEMED AS A HARD COPY ORIGINAL AND ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME ORIGINAL AS A FULL RECOURSE COMMERCIAL DOCUMENT, ENFORCEABLE AND BINDING.

8. A SIGNED COPY OF THIS DOCUMENT SHALL HAVE THE SAME VALUE AND EFFECT AS AN ORIGINAL AND A TELEFAX THEREOF SHALL SERVE AS A DULY SIGNED COPY OF THE SAME.

Paymaster:  /s/ ___________________       Date: ____________________


LETTER OF INTEND (LOI) /SAMPLE/
L E T T E R H E A D
---------------------------------------------------------------------------------------------------------------

We, ________________, confirm with full legal and corporate responsibility under penalty of perjury, that we are ready, willing and able to buy ________ MT of _______under the following terms and conditions:
1. PRODUCT:
2. ORIGIN:
3. SPECIFICATIONS:
4. PACKING: In bulk
5. INSPECTION: (By S.G.S. at loading port, on Seller's account. - [only if mentioned in the offer])
6. QUANTITY:
7. DELIVERY: Port of ______ - first shipment shall be within 30 days after the receipt of L/C by your bank.
8. MODE: FOB/C&F
9. PRICE: US$ ____ / MT
10.PAYMENT: (Irrevocable, Transferable, Documentary Letter of Credit, opened or confirmed by a Western European bank acceptable to Seller, and payable 100% at sight against presentation of shipping documents, for the entire contract value of
11. PERFORMANCE BOND: % of contract value of each shipment)
12. DOCUMENTS: (Following documents are requested to be presented for payment on shipment:
a) Clean on board bill of lading marked "freight prepaid" and blank endorsed.
b) Certificate of weight and quantity issued by S.G.S. or comparable
c) Certificate of origin issued by or endorsed by Chamber of Commerce of the country of origin.
d) Signed commercial invoice.
e) Master's receipt of all documents except commercial invoice.
f) Weight/packing list).
13. PROCEDURES:
a) Buyer issues LOI
b) Seller issues proforma
c) Buyer signs and returns proforma
d) Seller and buyer sign contract
e) Buyer instructs his bank to KTT to Seller's bank re proof of funds;
f) Seller shall instruct his bank to KTT to Buyer's bank re proof of product and % PB to be operable upon receipt of LC;
g) Buyer's bank opens LC;
h) First shipment commences within 30 days.
14. BANKING COORDINATES: Documentary letter of credit to be opened by:
Name & Address of Bank ________________________
Officer:_____________
Tel No.________ Fax No.________
Telex No________ Swift Code_________
Buyer's Account No___________
Name and address of confirming prime bank
We look forward to receiving Seller's proforma offer.
Yours sincerely
_______________



NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT /SAMPLE/

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.

PARTICIPANTS INITIALS: 1)__________________ 2)___________________
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.
Accepted and Agreed: On this,  May in the year of 2010

1. _________________________ 2._______________________
Signature                                                   Signature
___________________________  ________________________
Printed Name                                            Printed Name

__________________________   ________________________
Company Name                                       Company Name

__________________________   ________________________
Address                                                      Address
__________________________    ________________________
Telephone/Facsimile                              Telephone/Facsimile
__________________________    ________________________
E-mail Address                                         E-mail Address

_ __________________________   _______________________
Date                                                            Date





SAMPLE EXPORT/IMPORT PROCEDURE FOR THE PURCHASE OF A PRODUCT/COMMODITY 

1. BUYER (OR BUYER'S AGENT) REQUESTS FOR QUOTE (RFQ) ON A PRODUCT

2. WITH THE REQUEST IS A LETTER OF INTENT (LOI) TO BUY STATING EXACTLY WHAT YOU WANTS WITH FULL SPECIFICATIONS FOR PRODUCT, QUANTITY, PACKING, DESTINATION, SPECIAL INSTRUCTION, TARGET PRICES, ETC.

3. SELLER SENDS A PROFORMA OFFER TO SELL WHICH GIVES COMPLETE INFORMATION ABOUT THE PRODUCT SUCH AS:

               SPECIFICATIONS OF PRODUCT

               COUNTRY OF ORIGIN

               QUANTITY

               PACKING

               PRICE

               TERMS OF DELIVERY

               TERMS OF PAYMENT 

               PROCEDURES

4. BUYER SENDS AN IRREVOCABLE CORPORATE PURCHASE ORDER (ICPO).  THIS STATES FULL DETAILS OF HIS ORDER AS IN THE PROFORMA INVOICE) AND MUST CONTAIN YOUR FULL BANK CONTACT INFORMATION INCLUDING:

              NAME OF BANK, ADDRESS, PHONE AND FAX

              NAME OF ACCOUNT

              NUMBER OF ACCOUNT

              NAME OF AN OFFICER AT THAT BANK WHO CAN VERIFY HIS FUNDS

THE ICPO ALSO CONTAINS A SENTENCE GIVING PERMISSION FOR A SOFT PROBE OF HIS ACCOUNT, THE ICPO MUST BE ON CORPORATE LETTERHEAD AND USUALLY BEGINS WITH THE PHRASE "...WITH FULL CORPORATE RESPONSIBILITY"...

5. SELLER CONTACTS BANK FOR SOFT PROBE TO PROVE BUYER'S ABILITY TO PROVIDE FUNDS.

6. BUYER AND SELLER SIGN SALES CONTRACT.

7. BUYER SUPPLIES PRE ADVISE LETTER OF CREDIT(L/C) THIS IS LIKE A DRAFT AND IS THE FIRST PAGE OF THE LETTER OF CREDIT. IT IS AN OUTLINE OF EVERYTHING IN THE PROFORMA AND L/C. IT ALLOWS THE SELLER TO REVIEW THE L/C TO BE CERTAIN THAT EVERYTHING IS INCLUDED CORRECTLY.

8. INSPECTION OF THE PRODUCT IS MADE BY BUYER OR AGENT IF DESIRED.

9. OPENING OF THE LETTER OF CREDIT.

10. PRODUCT IS SHIPPED.

11. PAYMENT OF L/C IS MADE WHEN DOCUMENTS ARE PRESENTED AT BUYER's BANK



IRREVOCABLE CORPORATE PURCHASE OFFER  (ICPO) /SAMPLE

“TO BE COMPLETED ON BUYER’S LETTERHEAD SIGNED AND SEALED” WE/I THE UNERSIGNED___(BUYER’S NAME)___ WITH FULL LEGAL AND CORPORATE RESPONSIBILITY CONFIRM WE/I ARE/AM READY, WILLING AND ABLE TO PURCHASE THE FOLLOWING COMMODITY ON THE TERMS AND CONDITIONS HEREUNDER SUBJECT TO SIGNING THE CONTRACTS BY BOTH PARTIES.

PRODUCT

COMMODITY:

ORIGIN:

SPECIFICATIONS:

QUANTITY:

PACKING:

SHIPPING TERMS:

DESTINATION PORT:

PRICE: (USD)

SHIPMENT SIZES:

INSPECTIONS:

PAYMENT TERMS:

GUARENTEE:

DOCUMENTS:

CONTRACT PERIOD:



BANK INFORMATION:

NAME OF BANK

ADDRESS OF BANK

CITY/ZIP CODE/STATE

BANK OFFICER’S NAME

BANK OFFICER’S TELEPHONE & EXT.

ACCOUNT NUMBER

ACCOUNT NAME

ABA NUMBER

SWIFT NUMBER

BANK TELEPHONE NUMBER

BANK FAX NUMBER

BANK TELEX


AUTHORIZED SIGNATURES & SEAL OF BUYER OR BUYER’S MANDATORY

(OPTIONAL IF APPLICABLE)

BUYER’S LEGAL REPRESENTATIVE

SIGNATURE

BUYER’S REPRESENTATIVE NAME

COMPANY NAME

COMPANY ADDRESS

COMPANY TELEPHONE NUMBER

COMPANY FAX NUMBER

WE/I HEREBY SUBMIT THIS IRREVOCABLE CORPORATE PURCHASE ORDER

(ICPO) SUPPORTED BY OUR BANK ENDORSEMENT LETTER (BCL)                   

SIGNATIURE    AND        SEAL


BANK CAPABILITY LETTER (BCL)

SUBMIT on bank letter head to include full name, address, phone and fax numbers, and website and email addresses


Dated: XX month xxx

For the attn. of:

This is to confirm that our client (name of the buyer), is a reputable company duly registered in …… (country of the company), under the following number :…………
This company maintains accounts with us since … ……….., which are conducted to our satisfaction. This company can conduct any kind of large trade finance facilities with our institution, and the said client has the credit, or the financial capacity to initiate the transaction indicated below, should our client wish to do so:
Transaction in amount of approximately:
Commodity:
Total quantity : ............... Metric Tons
Price per MT: USD $...........
Total value: USD $..............
Incoterms: CIF/FOB/CNF
Payment instrument: BG/SBLC/DLC/RDLC/WIRE TRANSFER.
(Buyer’s bank needs to say for which amount the LC will be opened, and how many times it will be revolving if it is a Revolving. The Contract will be provided only if BCL is clear)

Our clients hereby give authority to the Sellers to procure usual banker's references.

Full name of the signatory ……………………………Designation of the signatory ………
Clients' Name as written in account ………………………
Account No ………
Bank Telephone No (if not printed above) …………………………………………
Bank's fax No ………………………………………………………………………………………
Bank Swift/Sort-Code …………………………………………………………………………

Confirming Bank (if issuing bank is not a prime bank):
Name:
Address:
Swift
Tel:
Fax
Bank officer name
Sign and seal

BUY/SELL ESCROW PROCEDURES

1. Sign and return retainer fee and nondisclosure agreements.

2. Wire retainer plus escrow fee to our bank account.

3. We open an escrow for you with detailed escrow instructions.

4. Fee agreement and nondisclosure agreement are placed in escrow.

5. We provide you with documents, which contain names, addresses, telephone numbers, and email addresses of buyers/sellers. Copies of these documents are placed in escrow.

6. We contact buyers/sellers on your behalf and request them to contact you. Copies of all correspondences with buyers/sellers are placed in escrow.

7. Proposals and procedures of buyers/sellers are place in escrow.

8. You select the proposal, which best fits your buy/sell requirements.

9. You provide all required fees and documents to buyers/sellers through escrow.

10. When buy/sell agreement is approved all funds will be dispersed through escrow at settlement to include our finder’s fee.

11. If you decline all the buy/sell proposals, this will be duly noted in escrow. At this point, the escrow is closed and all parties are notified.

12. Escrow files will be retained for at least five years. If it is documented you went back to one of the buyers/sellers we presented to you for a buy/sell transaction during this five year period and completed a transaction, then we have earned our finders fee and your are legally obligated to pay these fees based on the gross amount of the buy/sell transaction.

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT [IMFPA]
AND NON-CIRCUMVENTION, NON-DISCLOSURE AGREEMENT

Date:
Payment Instrument Code(s):
Contract Number/Transaction Code:
Commodity:
Total Contracted Quantity:
Contract Length:
Total Number of Shipments:
Quantity per Shipment:
Buyer's Contact Information
Buyer:
Buyer's Address:
Buyer's Phone:
Buyer's Fax:
Buyer's E-mail:
Buyer's Banking Coordinates
Bank:
Bank Branch:
Bank Address:
Bank Officer's Name:
Bank Officer's Title / Position:
Bank Telephone:
Bank Fax:
Bank Account Name:
Bank Account Number:
Bank SWIFT Code:
Bank Routing Number:
Seller's Contact Information
Seller:
Seller's Address:
Seller's Phone:
Seller's Fax:
Seller's E-mail:
Seller's Banking Coordinates
Bank:
Bank Branch:
Bank Address:
Bank Officer's Name:
Bank Officer's Title / Position:
Bank Telephone:
Bank Fax:
Bank Account Name:
Bank Account Number:
Bank SWIFT Code:
Bank Routing Number:
1.1 Whereas we, Our Corporation of NAME of Street/Blvd., CITY P.O. Code, COUNTRY with full legal and corporate responsibility, do hereby irrevocably guarantee that upon the successful transaction of each shipment's:
• Loading;
• Voyage;
• Destination discharge;
• Buyer's acceptance and possession of commodity without protest;
• Funds released from Buyer's bank for full payment of contracted shipment value;
• Commissions are made available and/or released to Our Corporation to act as Paymaster and fulfill its obligations;
agree to pay a commission of USD$/EUR ________ (United States Dollars/EUR) per _______ (Metric Ton or Unit) to _________________________ (Enter Intermediate's Company Name) for commissions payable from the above stated Contract Number/Transaction Code and Payment Instrument Code. The above stated commission per shipment shall be paid immediately by Bank Wire Transfer.
1.2 Payment shall be marked "Same Day Payment" in good, clean, and clear United States Dollars free from any liens, or local taxes and without restrictions, protest, impediments, or delays unless otherwise agreed in writing by both parties.
(If transaction is tranched, payment will be made after each tranche.)

Buyer’s Intermediaries/Mandate/Designate
Intermediate's Company Name:
Intermediate's Representative Name:
Intermediate's Company Address:
Intermediate's Telephone:
Intermediate's Fax:
Intermediate's E-mail:
Intermediate's Banking Coordinates
Bank:
Bank Branch:
Bank Address:
Bank Officer's Name:
Bank Officer's Title / Position:
Bank Telephone:
Bank Fax:
Bank Account Name:
Bank Account Number:
Bank SWIFT Code:
Bank Routing Number:
2.1 We, ___________________________________________ (Enter Intermediate's Company Name and Address), agree to immediately execute any and all additional documents as may be necessary or required to effectuate the intention contained here within. The undersigned confirms and warrants that this Irrevocable Master Fee Protection Agreement will be lodged with each parties respected Bank before the commencement of the transaction(s). Payments are to be made from Seller's Bank or designated Paymaster's Bank directly to the above named Intermediate via Bank Wire Transfer to the banking coordinates of the Fee Recipient listed herein.
2.2 Wire Transfer payments shall be made subject only to the bank fees for normal transfer of funds. The recipient shall be responsible to provide his / her Tax Identifier information as appropriate.
2.3 It is understood and agreed that the parties shall each be individually responsible for the payment of their own respective taxes and government charges that may be applicable.
3.1 This Irrevocable Master Fee Protection Agreement shall remain unchanged until the transaction has been completed and terminated.
4.1 This agreement is Non-Transferable, Non-Assignable, Non-Divisible, and conditional to the terms and covenants contained herein. This agreement shall be effective upon the commencement stated here within paragraph 1.1 for the said transaction and shall remain in full force and effect for the full term of the said transaction, and shall apply to all renewals, extensions, rollovers, or additions pertaining thereto not to exceed five (5) years from the date of this agreement.
5.1 Both parties hereto agree not to directly or indirectly disclose, circumvent and / or bypass any of the parties to this transaction(s) for a period of five (5) years and parties shall comply with all terms, conditions, and obligations of the Non-Circumvention, Non-Disclosure, Confidential Agreement signed and dated ____________________ 2007 ( insert date / spell out the month the NCNDA was signed with Our Corporation). Parties hereby agree that this Irrevocable Master Fee Protection Agreement is to be made as an addendum to the Non-Circumvention, Non-Disclosure, Confidential Agreement referred to herein and binds the parties, their employers, employees, associates, agents, affiliates, subsidiaries, and Parent Company.
6.1 This Irrevocable Fee Pay Order is valid upon the signing of the Purchase and Sale Agreement herein referred to as "Contract" by and between _______________________, the Buyer and __________________________, the Seller and Seller's acceptance of Buyer's operative payment instrument(s) and shall remain valid and enforceable for the full term of the contract.
The parties herein are responsible and liable for the terms and conditions of this agreement pertaining to Non-Circumvention, Non-Disclosure, Confidential Agreement obligations and commission distribution. Parties signing below vow that they have full legal and corporate authority to enter into this agreement.

_________________________    _________________________
Signature                                            Signature
Date                                                     Date
Name, Seal / Stamp of PaymasterName, Seal / Stamp of Beneficiary

SAMPLE S.W.I.F.T. – WIRE FORMAT MT799:

For an MT799, banks must exchange a so called BKE authenticator...which means a test key is automatically coded into the sent message, and decoded at the receiving end.

WIRE FORMAT MT799
NOTIFICATION :
DELIVERY STATUS :
PRIORITY / DELIVERY :
MESSAGE INPUT REFERENCE :
------------------------------------------MESSAGE HEADER------------------------------------------
SWIFT INPUT : MT799 PROOF OF FUNDS
SENDER :
BANK NAME :
BANK ADDRESS :
SWIFT CODE :
BANK OFFICER :
AMOUNT :
ACCOUNT NAME :
ACCOUNT NUMBER :
RECEIVER :
BANK NAME :
BANK ADDRESS :
SWIFT CODE :
BANK OFFICER :
ACCOUNT NAME :
ACCOUNT NUMBER :
IN FAVOR OF :
-------------------------------------SWIFT MESSAGE TEXT------------------------------------------
TRANSACTION CODE :
TRANSACTION NUMBER :
WE, ---INSERT NAME & LOCATION OF SENDING BANK--- REPRESENTED BY THE UNDERSIGNED OFFICERS, HERBY CONFIRM, WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR ACCOUNTHOLDER ---INSERT NAME OF ACCOUNT HOLDER/SIGNATORY---, CASH FUNDS IN THE AMOUNT OF ---INSERT AMOUNT IN WORDS--- MILLION UNITED STATES DOLLARS (USD $XX,000,000.00) IN ACCOUNT NUMBER ______________ AS OF THE DATE OF THIS TRANSMISSION.
DATE RECORDED : (INSERT DATE)
BANK OFFICER: BANK OFFICER:
PIN: PIN
------------------------------------------MESSAGE TRAILER ___________________


SAMPLE MT999 PROOF OF FUNDS

An MT999 is the same as MT799, just without this test code. therefore its considered unauthenticated, and MT999 messages have no value whatsoever, unless confirmed via a separate test key.

S.W.I.F.T. – WIRE FORMAT MT999:
NOTIFICATION :
DELIVERY STATUS :
PRIORITY / DELIVERY :
MESSAGE INPUT REFERENCE :
-----------------------------------------MESSAGE HEADER------------------------------------------
SWIFT INPUT : MT999 PROOF OF FUNDS
SENDER :
BANK NAME :
BANK ADDRESS :
SWIFT CODE :
BANK OFFICER :
AMOUNT :
ACCOUNT NAME :
ACCOUNT NUMBER :
RECEIVER :
BANK NAME :
BANK ADDRESS :
SWIFT CODE :
BANK OFFICER :
ACCOUNT NAME :
ACCOUNT NUMBER :
IN FAVOR OF :
-------------------------------------------SWIFT MESSAGE TEXT------------------------------------------
TRANSACTION CODE :
TRANSACTION NUMBER :
WE, ---INSERT NAME & LOCATION OF SENDING BANK--- REPRESENTED BY THE UNDERSIGNED OFFICERS, HERBY CONFIRM, WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR ACCOUNTHOLDER ---INSERT NAME OF ACCOUNT HOLDER/SIGNATORY---, CASH FUNDS IN THE AMOUNT OF ---INSERT AMOUNT IN WORDS--- MILLION UNITED STATES DOLLARS (USD $XX,000,000.00) IN ACCOUNT NUMBER ______________ AS OF THE DATE OF THIS TRANSMISSION.
DATE RECORDED : (INSERT DATE)
BANK OFFICER: BANK OFFICER:
PIN: PIN
------------------------------------------MESSAGE TRAILER------------------------------------------


SAMPLE BANK CONFIRMATION LETTER

BANK LETTER HEAD

BCL
STRICTLY CONFIDENTIAL
Date:
To: GOLD OWNERS
ATT:

REF: Confirming Availability of Funds.

Dear Sirs,

We (Bank Name...........) with full bank responsibility, confirm the availability of funds of our client(NAME.................) Bank Account Nr:..................Agency............... to purchase AU bullion quantity of XXX Mt as indicated the AU bullion Protocol Contract nº(XXXXXXXXXXXXX ), quoted price of Second Fixing Rate (PM) issued by the London Bullion Market Association (LBMA).

We declare that these funds are legally earned, good, clean, cleared and of non-criminal origin.

Yours faithfully,

Bank Seal

Bank officer /s/ __________________    Bank officer /s/ ___________________

Print Name: ____________________    Print Name: _____________________

Title: __________________________   Title: ___________________________

I.D. Nº: ________________________     I.D. Nº: _________________________





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