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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. 1. Header & recitals
    Combine the NCNDA purpose (protect the chain) and the IMFPA purpose (protect the fee) in one recital.
  2. 2. NCNDA section
    All non-circumvention and confidentiality clauses from the standalone NCNDA.
  3. 3. IMFPA section
    Commission per MT, paymaster instruction, beneficiary banking.
  4. 4. Signatures
    All 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.
Get the template

How to Write a NCNDA + IMFPA (Combined): Quick Overview

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.

Numerical Example: How to Write a NCNDA + IMFPA (Combined) Step-by-Step

Key pitfall to avoid: Leaving placeholder text like [ ] or {seller name} in the executed copy.

1. Header & recitalsCombine the NCNDA purpose (protect the chain) and the IMFPA purpose (protect the
2. NCNDA sectionAll non-circumvention and confidentiality clauses from the standalone NCNDA.
3. IMFPA sectionCommission per MT, paymaster instruction, beneficiary banking.
OutcomeFollow all steps in order for best results
Source: SSLT Global Editorial - How to Write a NCNDA + IMFPA (Combined)
Last reviewed: October 2026

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)