How to Write a NCNDA + IMFPA (Combined)
Follow these steps to draft a NCNDA + IMFPA (Combined) that survives counterparty review, bank scrutiny and, if needed, ICC arbitration. Grab the free NCNDA + IMFPA (Combined) template at the end.
Step-by-step
- 1. Header & recitalsCombine the NCNDA purpose (protect the chain) and the IMFPA purpose (protect the fee) in one recital.
- 2. NCNDA sectionAll non-circumvention and confidentiality clauses from the standalone NCNDA.
- 3. IMFPA sectionCommission per MT, paymaster instruction, beneficiary banking.
- 4. SignaturesAll chain parties sign both sections. Attach chain schedule and beneficiary schedule.
Common pitfalls to avoid
- Leaving placeholder text like [ ] or {seller name} in the executed copy.
- Missing signature date, or signing outside the validity window quoted on the document.
- Referencing Incoterms without the year - always cite 'Incoterms 2020'.
- Omitting the arbitration seat and governing law - defaults vary by country.
Free template
Free NCNDA + IMFPA Combined Template
Free combined NCNDA and IMFPA template in Word and PDF. Non-circumvention plus irrevocable fee protection in one editable draft for commodity intermediaries.
FAQ
When to combine vs keep separate?
Combine for a closed chain where every NCNDA party is also an IMFPA beneficiary. Keep separate when confidentiality is wider than fee protection.
Is a combined document weaker in court?
No, provided each section stands on its own with its own clauses. Judges parse them independently.
Other how-to guides
How to Write a Sales & Purchase Agreement (SPA)How to Write a Letter of Intent (LOI)How to Write a Irrevocable Corporate Purchase Order (ICPO)How to Write a Full Corporate Offer (FCO)How to Write a Soft Corporate Offer (SCO)How to Write a Non-Disclosure Agreement (NDA)How to Write a NCNDA (Non-Circumvention, Non-Disclosure)How to Write a IMFPA (Irrevocable Master Fee Protection)