Free NCNDA + IMFPA Combined Template
The consolidated NCNDA + IMFPA agreement: non-circumvention, non-disclosure and irrevocable fee protection in a single executable document. The format long intermediary chains prefer.
What this template includes
This NCNDA + IMFPA (combined) template includes: Non-circumvention duration, Commission fee allocation and split, Banking coordinates protection, Arbitration jurisdiction and seat, Force majeure, Signatory authority.
| Clause | What it does | Why it protects you |
|---|---|---|
| Non-circumvention duration | Parties will not, directly or indirectly, contact, negotiate or transact with any Introduced Party listed in Schedule 1 without written consent, for 5 years from signature, extending automatically on any transaction with an Introduced Party. | Stops a buyer or seller cutting out the intermediary who made the introduction, including through affiliates, agents or brokers. |
| Commission fee allocation and split | Schedule 2 lists each Beneficiary with a per-unit commission (for example USD per MT) and the buy-side / sell-side split, paid by a named paymaster within X banking days of each shipment payment. | Fixes who is paid, how much and when, so the fee survives SPA amendments, extensions and rollovers. |
| Banking coordinates protection | Schedule 3 records each Beneficiary's bank coordinates, and identities, banking coordinates and commercial terms are treated as confidential. | Prevents payment redirection and misuse of bank details, a common route for fraud in long intermediary chains. |
| Arbitration jurisdiction and seat | States the governing law, the arbitration rules (ICC, LCIA or SIAC) and a neutral seat of arbitration. | Removes uncertainty about where and how a breach is heard. Defaults vary by country if the seat is left out. |
| Force majeure | Suspends performance for events outside the parties' control, using a recognised catalogue such as the ICC Force Majeure Clause. | Keeps the agreement alive through a genuine disruption without letting either side use it to escape fee obligations. |
| Signatory authority | Each party signs through an authorised signatory with name, title and company registration number, supported by passport copy where requested. | An agreement signed by someone without authority may not bind the company. This is the first thing checked in a dispute. |
Clause summaries are drafting guidance, not legal advice. Have the final document reviewed under its governing law.
What this document is, and is not
This NCNDA+IMFPA is a commercial drafting template that records what the parties intend or have agreed at one stage of a deal. It is not a bank instrument, not proof of product or funds, and not a substitute for qualified legal counsel in the governing-law jurisdiction.
Typical deal sequence: CIS → LOI or ICPO → SCO/FCO → SPA → LC/SBLC.
Next steps: price the payment instrument with the LC Cost Calculator, agree the delivery term with the Incoterms 2020 cost and risk split, and prepare documents with the LC documents checklist. Background: letter of credit guide.
This combined template packages two protections into one signature round. Part A is the ICC-style Non-Circumvention Non-Disclosure covering the Introduced Parties. Part B is the Irrevocable Master Fee Protection Agreement (IMFPA) locking in per-unit commissions and paymaster instructions.
Schedules keep the fee ledger clean: Schedule 1 lists Introduced Parties, Schedule 2 lists Beneficiaries and fee split, Schedule 3 records bank coordinates. Liquidated damages apply to breach of either Part A or Part B.
Word draft is fully editable; PDF is a print-ready sample.
Numerical Example: NCNDA+IMFPA Utilization
Typical application of the NCNDA+IMFPA in a standard bulk commodity transaction. Use TradeDox Pro for auto-drafting LC-compatible clauses.
What's inside
- Two protections in one signature round: circumvention + commission.
- Faster to circulate through long intermediary chains.
- Consolidated schedules keep the fee ledger clean.
- Preferred where every intermediary needs both cover types.
Document preview
Frequently asked questions
Where can I download a free NCNDA + IMFPA template?
This page hosts a free combined NCNDA + IMFPA in Word (DOCX) and PDF. Sign in to unlock the editable DOCX.
Why combine NCNDA and IMFPA into one document?
Long intermediary chains need both non-circumvention and fee protection. Combining them into one signature round removes a full circulation cycle - useful when 6-10 parties must sign.
Does the combined document weaken either agreement?
No. Part A stands as a full NCNDA and Part B as a full IMFPA, each enforceable independently. Separate liquidated-damages clauses apply to each breach type.
Which parties sign the NCNDA + IMFPA?
Every Introduced Party listed in Schedule 1, plus every fee Beneficiary in Schedule 2. In practice this is the full chain of intermediaries, mandates and principals.
Can this template be used outside commodities?
The structure works anywhere intermediaries are paid per-unit or per-deal - freight brokerage, project introductions and licensing among them. Adjust the Fee schedule for the pricing model.