The discount is 17/6........net to buyer 11.........buyer agent $2.00.........seller agent $2.00.........NNPC TOWERS OFFICIALS/presidency $2.00

CUSTOMIZED NON-DISCLOSURE, NON-CIRCUMVENTION / MASTER FEE PAYMENT PROTECTION AGREEMENT FOR THE USA TRANSACTION.
BETWEEN

(“The Buyer”).
AND

(Buyer’s Mandate)
AND
(Buyer’s Representative) MOU
AND

(Facilitator 1 Linking consultant to Buyer) MOU

AND


(Chief facilitators 2 linking
Chief Facilitator 1 to consultant MOU/MFPA)

AND


(Base Facilitator)MOU

NORAH EPHRAIM AND CO.
(“Buyers Consultants Linking Buyer and Seller)MOU

AND
(SELLER)

AND

(SELLER’S MANDATE)
AND

(SELLER’S REPRESENTATIVE)

Dated this 16th Day of January 2019



NCND & MFPA


THIS NON DISCLOSURE, NON CIRCUMVENTION / MASTER FEE PAYMENT PROTECTION
AGREEMENT IS MADE THIS 16th Day of January, 2019.(This document is for the protection of all Parties concerned in the sought and procurement of the BONNY LIGHT CRUDE OIL Allocation for


BETWEEN
of …………………………(Hereinafter referred to as ‘The Buyer’’) which expression shall where the context so admits include its Agents, Successors, and Legal Representatives of the First part.
AND
(Hereinafter referred to as ‘The Mandate ’’) which expression shall where the context so admits include its Agents, Successors, and Legal Representatives of the First part.

AND A
.(Hereinafter referred to as Buyer Representative ”MOU) which expression shall where the context so admits include its Agents, Successors, and Legal Representatives of the Third part (M.O.U) coordinate details as attached in appendix 2.
.(Hereinafter referred facilitator linking consultant to Representatives”) which expression shall where the context so admits include its Agents, Successors, and Legal Representatives of the Third part (M.O.U) coordinate details as attached in appendix
.(Hereinafter referred to as” facilitator 2 linking consultant to Representatives”) which expression shall where the context so admits include its Agents, Successors, and Legal Representatives of the Third part (M.O.U) coordinate details as attached in appendix
(Hereinafter referred to as” facilitator 2 linking consultant to Representatives”) which expression shall where the context so admits include its Agents, Successors, and Legal Representatives of the Third part (M.O.U) coordinate details as attached in appendix
Rev Barr. Mary Norahkofi-Ekanem for NORAH EPHRAIM AND CO. of Abuja consultants linking Buyers to Sellers](hereinafter referred to as “The Intermediary Consultants”) which expression shall where the context so admits include its Agents, Successors, and Legal Representatives of the Fourth part.
of……………………………(Herein after referred to as” Seller Mandate MOU/MFPA)which expression shall where the context so admits include its Agents,Successorsand Legal Representatives of the Third part (M.O.U) coordinate details as attached in appendix
AND
.(Representative of Seller MOU/MFPA)) which expression shall where the context so admits include its Agents, Successors, and Legal Representatives of the Third part (M.O.U) coordinate details as attached in appendix





WHEREAS the undersigned wish to enter into this Agreement to define certain parameters as a guide for the relationship including group relationships and sharing patterns for the future obligations, by a duty of confidentiality with respect to their sources and contacts.
WHEREAS the undersigned desire to enter into a working business relationship for 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).
WHEREAS: A. Buyer sends an LOI, POFfrom the buyer’s bank, ATV, RWA, CP, evidence of end user and the mandate’s authority from the buyer, to the Consultants Norah Ephraim & Co to enable her match a Seller and Buyer for effective transaction.
B. The consultant sends to the buyer a contract from the seller with all details including the ICPO/ ICC/ IMPFA and MOU as the case apply. Buyer signs and return same. (In the case of OPEC ALLOCATION in NNPCTOWERS)
C. In a CIF transaction once the contract is signed, returned and full instrument placed Via MT799BF/MT760/SBLC and duly received and confirmed by Seller’s bank, vessel sails to the destination of the contract for Q & Q/ transaction. Blocked funds from buyer activates 2% performance bond(PB) from seller (on request).
D.For an FOB transaction for bulk Allocation/ReassignmentNNPC through consultant and seller sends invitation to buyer for confirmation, blocking of funds/ transaction. In bulk Allocation or reassignment, consultant, Sellers representative, buyer and buyers Mandate move in to the tower for transaction consummation.
E.The Buyer has assured the consultant of the genuineness of his proof of funds and his capability to consummate the transaction and the consultant and seller have assured the buyer of the availability of the product.
F. That the representatives, consultants and facilitators have succeeded in securing a meeting/correspondences between the Buyer’s and the Seller’s representatives for the purpose of procurement of the product.
G. It is agreed that the Buyer at the point of payment for the product shall pay thesellers and buyers mandates,representatives, consultants and facilitators(all group leaders) their commissions as contained in the SPA at the same time. (Atthe agreed discount of one naira per liter to sellers side and one naira per liter to buyers side)by MT 103 Swifted into all accounts on the ‘SPA’,(at the same time).
H. Group leaders’ names as reflected in page 1 of this document shall be the representatives of all groups for this transaction in four Mega groups on the buyer’s side.
That is:
the mandates group
the representatives group
the facilitator’s group
the consultants’
(all the four group leaders shall have their facilitators covered in their MOU under each group leaders to receive their commissions see page 1 for four groups with MOU attached to group leaders name. The discount or commissions of one naira from the buyer’s side shall be shared to this four groups leaders equally.
Therefore each group shall be paid. (N.25.) twenty five kobo. Per liter of two million Barrels of N280, 000 metric tons of BICO of two million Barrel per ship load.
Sellers side has one mandate/handlers and one group leader representing all groups from the sellers side to receive from sellers side one naira commotion on the SPA.

I. Points for the L.O.I:
- Indicate product wanted/type of transaction FOB, CIF, TTO.
- Indicate the point of your destination for Q and Q or Discharge.
- Your bank issuing the Instrument: - Choice of instrument- MT760, MT799, SBLC, BGand for final payment withMT103.In this case the sellers local bank for the issuance of the Bank guaranty (BG) is WemaBank and the Buyers local Bank to receive the BG is Diamond Bank.Buyers MT103 shall be paid after Q and Q in Ghana from buyer corresponding bank less amount in BG..
Other issues for the L.O.I as applicable!
- Quantity monthly if rollover state so.
- Contract and duration. ……..months
- Discount Gross 12 for TTO (12 less 5 for Cotonou, Lome& Ghana).
- Discount Gross 12 for TTO (12 less 4 for Nigerian Waters)
- Discount Gross 53 for naira transaction (less two naira)
- Discount Gross 14 for FOB (14 less 4).
-Discount Gross …… for CIF (9 less 4/10 less 4/11 less 5/12 less 5 as the case may be to Europe/China& USA)
-Discount Gross 275 less 20 for LNG FOB 10 to co seller /buyers agents $10 (5/5)
-For oil blocks and downstream products, prices and discounts are on request.
All L.O.I’s should be written on Buyers Letter head and addressed either:
1.For allocation/Reassignment
To:
NORAH EPHRAIM & CO.

For
NNPC Group Managing Director,
Central Area, Abuja.
.
OR
Through Seller

2For CIF or TTO
TO NORAH EPHRAIM& Co,
For
Seller
3.For LNG
TO
NORAH EPHRAIM& Co
Lugbe, Abuja.
FOR.
The GMD
Nigerian National Petroleum Corporation,
Central Business District Rivers State.

OR
FOR
SELLER.

4. For
Oil blocks
TO
NORAH EPHRAIM& Co

Lugbe, Abuja.
FOR
The Group Managing Director,
NNPC Towers,
Central Business District Abuja.
5
For down streamproducts :
To
Managing Director, PPMC
Through
NORAH EPHRAIM& Co

5.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:


TERMS AND CONDITIONS
1.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,
2.The parties will maintain complete confidentiality regarding each other business source and/or their Affiliates, and will disclose such business sources only to the named parties pursuant to the named parties pursuant to the express written permission of this party who made available to the source, and
3.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.
4.That they will not disclose names, addresses, e-mail address, telephone and tele-fax or telex numbers to any contacts by ether party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and
5.That they further undertake not to enter into business transaction with banks, investors, source 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 (ies) to do so. For the sale of this agreement, it does not matter whether information obtained from natural or legal person. The parties also undertake not to make use of a third party to circumvent this clause.
6.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 the 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.
7.All considerations, 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.
8.This agreement is valid for any and all future transactions between the parties herein and shall be governed by the enforceable law in all Commonwealth Country’ s, European Union Countries, USA courts, Thailand Court or under Swiss Law in Zurich.In the event of dispute, the arbitration laws of states will apply.
9.The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall perpetuate for five (5) Years from last date of signing.

AGREEMENT TO TERMS
1.Signatures on this agreement received by the way of facsimile, Mail and/or E-mail shall be executed contract. Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.
2.All signatures here to 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.
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
We the undersigned herewith referred to as the SELLER representative and buyer, under penalty of perjury do hereby irrevocably confirm and irrevocably accept that the buyer shall pay all intermediaries and fee holders at the same time and in a manner as the seller is being paid for each and every transaction of this contract up to the completion of the contract plus rollovers and extensions and in accordance with the bank details to be specified in the hard copies of this contract. This agreement is for TEN million (10,000,000) barrels of Nigeria Light crude oil per month.
NOW IT IS HEREBY AGREED AS FOLLOWS
1We, the SELLER AND BUYER irrevocably confirm that we will order and direct our banks to endorse automatic payment orders to the beneficiaries named below; furthermore, we confirm that all pay orders shall automatically transfer funds as directed into each beneficiaries designated bank account within 2 (two) day after the date of closing and every shipment of the product during the contract term plus any/or extensions and rollover of the specified contract. For the purpose of charity, we confirm that the closing and completion of each and every shipment be deemed to take place letter of credit issued by the buyer has been drawn at the counters of the issuing bank.
2WE, THE SELLER AND BUYER agrees to provide all beneficiaries with written evidence of the lay orders lodged with our bank together with acknowledgements of their acceptance. Furthermore, our bank shall be instructed to provide duly signed and stamped acknowledgements of this instruction as a set out in the annex. Forming part of this agreement. It is understood that for the purpose of this Master Fee Protection Agreement, our bank shall be same bank and this IMFPA acts as an integral part of it.
3WE, THE SELLER AND BUYER being the SELLER or the buyer named legally authorized representative as stated within the signed legally binding main transaction, contract unconditionally agree and undertake to approve and originate all payments in USD currency to all beneficiaries named below as their rightful and payable ALLOCATION TITLE HOLDER CHARGED /commissions. This agreement also as a record confirming the commission amounts for each named beneficiary as set out below:-
4Total ALLOCATION TITLE HOLDER CHARGES AND COMMISIONS OF TRANSACTIONS SHALL BE PAID BY THE BUYER TO BENEFICIARIES AFTER PAYMENT BY BUYER AS FOLLOWS:-
5The amount of delivered refinery should be settled as herein stated to be transferred into the account as follows:
6SELLERS, CONSULTANTS AND BUYERS SIDE(3 mega sides with their AGENTS and FACILITATORS )– AS AGREED
7TRANSACTION HANDLERS/TERMINAL GROUP – AS DETAILED
TERM &CONDITIONS:This master fee protection agreement covers this initial contract and shall include any renewals, extensions, rollovers, additions or any new or transfer contract any how originated from this transaction because of the above intermediaries or changing codes of the initial contract entered into between the buyer and seller.
This master fee protection agreement and any subsequently issued pay orders shall be assignable, transferable and divisible and circumvent nor to attempt circumvent either written or notarized consent of the receiving beneficiary. All parties agree neither to circumvent nor to attempt circumvent either for the transaction of this current or in the future for a period of five years from the date of execution of this fee protection agreement. 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 and shall constitute as being one & the same instrument.
Any party may enter into this document and the agreement constituted thereby signing any counterpart any time, date or period mentioned in any provision of this document shall only be amended by agreement in writing and signed off by all parties concerned.
Furthermore, we agree that any and all ALLOCATION TITLE HOLDER CHARGED/ commissions due shall be paid to the beneficiary as a result of any extension or rolls of the contact and that we shall effect all necessary documentation with our bank without any undue delays to ensure such ALLOCATION TITLE HOLDER CHARGED/ 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 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 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 arbitration shall hold the proceedings 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 in 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 beIncorporateU.S.Public Law 106-229, Electronic Signatures in Global & National Commerce Act or such other applicable

NCND MASTER FEE PAYMENT PROTECTION AGREEMENT THE DAY AND YEAR FIRST ABOVE WRITTEN.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED
The Common Seal and signature of the within Named

Buyer………………………

Signed, Sealed and Delivered by: …………………………………………
Within Named Mandate of Buyer


Signed, Sealed and Delivered by: …………………………
Within Named Agent/Representativeto Buyer

Signed, Sealed and Delivered by:
Within Named facilitator 1 linking ………………………
Consultantto Reps/Mandate of Buyer

Signed, Sealed and Delivered by:
Within Named Facilitator 2 linking
Consultant to chief facilitator 1

…………………………………..



Signed, Sealed and Delivered by:
Within Name Base Facilitator


Signed, Sealed and Delivered
for: Norah Ephraim & Co Within Named Consultants
linkingbuyers and sellers
Rev.BarrMarynorahKofi-Ekanem


Signed, Sealed and Delivered by within named
Mandate to Seller.


Signed, sealed and Delivered by within named
Representative to seller


PLEASE APPLY FOR FULL DOCUMENT CALL 08108181157

Jessebills:





PLEASE APPLY FOR FULL DOCUMENT CALL 08108181157

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Jessebills MY EMAIL IS oyekanwahab@gmail.com