IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (also known as FPA)

1. Seller and Contract Information: Contract №: _ Sellers name: _ Address: _
Sellers Phone Number: _ Sellers Fax Number: _
Signatory: _ Title: _
Delivery: _ Price Basis: _
Total Contract Quantity: _ Total Contract Value: _

2. This Fee Protection Agreement (FPA) is issued to the Paymaster involved in the sale of the Commodity identified by the above Contract Number.
Commission payments will be made after the delivery and payment for each shipment, as agreed between the Seller and the beneficiary Paymaster. The commission will be paid to the beneficiary Paymaster named in the F.P.A. for all contracted quantity including all extensions and rollovers on shipment by shipment basis as per the following proceeds.

2.1. Payable automatically, upon payment for each and every shipment, by swift wire transfer.
2.2. The payments will be made without protest, delay, or deductions (other than normal Bank wire transfer fees).
2.3. The entitlement under this F.P.A. covers the entire transaction identified and defined herein including all extensions and rollovers.

3. I, the undersigned, with full corporate authority and legal responsibility, under penalty of perjury, on behalf of the Seller, do hereby irrevocably and conditionally undertake to pay the commission specified in this Fee Protection Agreement in United States Dollars, in favor of the beneficiary Paymaster named herein. A commission of USD 1.00 per MT will be paid to the Paymaster. The said commission becomes payable if the referenced transaction has successfully been concluded and the payment of the commodity has been made by the Buyer in favor of the undersigned in respect of each and every shipment that has been delivered. The responsibility of the undersigned payer is limited to the transfer of the entitlement to the beneficiary paymaster whenever the commodity delivered has been paid by the Buyer and to the observances of the practices of the Non-Circumvention and Non-Disclosure NCND.

4. It is expressly understood that Seller's Bank agrees to act as Paymaster and take full responsibility in the disbursement of funds (commissions as referrals, brokers, finder's fees) in an expedient and fair fashion, as agreed and understood by all parties concerned.

5. Any controversy or claim arising out of or relating to this agreement or the breach thereof and which is not settled between the signatories themselves within ninety ( 90 ) days shall be settled by arbitration in accordance with the rules ICC of the Ukraine arbitration association with hearing to take place in Kiev, Ukraine, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof including the award to the grieved signatory(is). Their heirs, assignees and/or designs for the total remuneration received as a result of business conducted with the parties covered by this agreement, plus all court costs, attorney fees, and other charges and damages deemed fair by the arbitrator(s) for bank , lending institutions, corporations, organizations, individuals, lenders or borrowers, buyers or sellers that were introduced by the named signatories.

6. Signature in this agreement received by fax, shall be deemed to be an executed contract agreement enforceable and admissible for all purposes as made necessary under the terms of the agreement.

7. Sellers Banking Information:
Bank name: _
Address: _
City: _
Country: _
Account name: _
Account #: _
SWIFT Code: _
Phone Number: _
Fax Number: _

8. Beneficiary Banking Information:
Commission: _
Company name: _
Phone Number: _
Fax Number: _
Beneficiary: _
Bank name: _
Bank Address: _
Account name: _
Account #: _
SWIFT Code: _
Bank officer: _
Bank Phone Number: _
Bank Fax Number: _

9. Agreed and accepted:

Signatory Seller: _ Signatory Paymaster: _

Date:
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