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This Irrevocable Master Fee Protection Agreement ("IMFPA") is made on and annexed to the Sale and Purchase Agreement of the same date between ("Seller") and ("Buyer") for kg of , in monthly settlements of kg ("the Transaction").
Payor obligations. Fees are paid by the mechanism stated at clause 4 for the elected settlement structure, and not otherwise. Under Route A the Escrow Agent pays every beneficiary named at clause 2 directly. Under Route B the Escrow Agent pays the Buyer's Side Nominated Beneficiaries and Alliance Global Partners Ltd directly, and Seller is responsible for paying its own Seller Side Nominated Beneficiaries out of the single sum it receives. Under Route C there is no escrow agent and no paymaster on the trade leg: every beneficiary named at clause 2 is paid by irrevocable assignment of the proceeds of the documentary credit under article 39 of UCP 600, per clause 4.4. No beneficiary is required to look to Buyer or to any paymaster for payment.
Administration. Alliance Global Partners Ltd administers the mandate on both sides and verifies the standing of each beneficiary named below.
Completed by of , email .
Fees are expressed per gramme delivered and accepted at each settlement, and are payable out of the sums available for that settlement under the elected settlement structure — the escrowed sum under Routes A and B, or the proceeds of the documentary credit under Route C. The Retained Margin provided for at clause 5.11 or 5.19 of the SPA is withheld before these fees are calculated and is not a fee under this IMFPA.
Seller side
| Beneficiary | Role | Fee / gramme | Bank coordinates |
|---|---|---|---|
| Seller Mandate | |||
| Alliance Global Partners Ltd | Brokerage administration | ||
| Agent / introducer | |||
| Retainer | |||
| Total seller side | |||
Buyer side
| Beneficiary | Role | Fee / gramme | Bank coordinates |
|---|---|---|---|
| Buyer Mandate | |||
| Agent / introducer | |||
| Retainer | |||
| Total buyer side | |||
3.1 The fee entitlements set out at clause 2 are irrevocable, unconditional and assignable only with the written consent of the beneficiary concerned.
3.2 No amendment, novation, assignment or termination of the SPA extinguishes an entitlement accrued in respect of a completed settlement.
4.1 Trigger. Fees fall due on execution of the change of Title of Ownership for each settlement, being the same event on which the sums payable to Seller fall due under clause 5 of the SPA. The trigger is the same whichever settlement structure the Parties have elected.
4.2 Structure elected. The settlement structure elected under clause 5.1 of the SPA is . Clause 4.3 applies to Routes A and B; clause 4.4 applies to Route C.
4.3 Escrow structure (Routes A and B). The Escrow Agent — , appointed jointly by Seller and Buyer under the Escrow Agreement, to which Alliance Global Partners Ltd is not a party — shall disburse the fees at clause 2 within banking days of the release condition being met. Under Route A the Escrow Agent pays each beneficiary named at clause 2 directly. Under Route B the Escrow Agent pays the Seller Side Nominated Beneficiaries' fees, other than the fee payable to Alliance Global Partners Ltd, to Seller as part of a single sum, and Seller shall pay those beneficiaries within banking days and furnish proof of payment to Alliance Global Partners Ltd; that obligation is a primary obligation of Seller and is not discharged by receipt of the single sum. Under both Routes the Escrow Agent pays Alliance Global Partners Ltd and the Buyer's Side Nominated Beneficiaries directly. The Retained Margin at clause 5.11 of the SPA is withheld by the Escrow Agent as an unallocated balance, is not a fee under this IMFPA and is not payable as such to any beneficiary named at clause 2. Nothing in this clause prevents release of the Retained Margin under clause 5.12 or 5.20 of the SPA to the person provided for there.
4.4 Documentary credit structure (Route C). Where Route C is elected there is no escrow agent on the trade leg, and the fees at clause 2 are paid by irrevocable assignment of the proceeds of the documentary credit under article 39 of UCP 600. Seller shall execute an assignment of proceeds in favour of each beneficiary named at clause 2, in the amounts stated there, lodge it with the Issuing Bank, and procure the Issuing Bank's written acknowledgement, all before the credit becomes operative and as a condition precedent to it becoming operative under clause 5.16 of the SPA. The Parties acknowledge that an issuing bank does not act on this IMFPA of itself; the assignment is the sole mechanism by which this IMFPA is performed under Route C. The Retained Margin at clause 5.19 of the SPA is the subject of a separate assignment, is not a fee under this IMFPA and is not payable as such to any beneficiary named at clause 2. Nothing in this clause prevents release of the Retained Margin under clause 5.12 or 5.20 of the SPA to the person provided for there.
4.5 Assignment not to be revoked or amended. Once acknowledged, the assignment at clause 4.4 shall not be revoked, reduced or amended without the prior written consent of every beneficiary affected. Seller shall not consent to any amendment of the credit that would reduce the proceeds available to the assignment or alter the required documents at clause 5.15 of the SPA.
4.6 No set-off. Fees are payable without deduction, set-off or counterclaim, save for bank charges levied on the receiving account.
4.7 Standing instruction. This IMFPA constitutes each beneficiary's irrevocable payment instruction and may be lodged by any beneficiary with the Escrow Agent under Routes A and B, or relied on in support of the assignment at clause 4.4 under Route C.
4.8 Limits of the assignment. The Parties acknowledge that an assignment of proceeds operates only on funds the bank has determined to be payable under the credit, does not alter payment priority under the credit, and gives the beneficiaries no right to present documents or to perform under the credit. If the credit expires unpaid, no fee falls due under this IMFPA for that settlement.
For years from the date of this IMFPA no Party shall, directly or through any affiliate, contact, solicit or transact with any counterparty or beneficiary introduced through Alliance Global Partners Ltd otherwise than through Alliance Global Partners Ltd. Breach entitles the affected beneficiary to the fees it would have earned on any circumventing transaction, as a debt due.
This IMFPA runs for the term of the SPA and applies automatically to any extension, roll-over, renewal or repeat contract between the same Parties for the same commodity, on the same fee terms, unless varied in writing signed by every beneficiary named at clause 2.
The contents of this IMFPA, including the fee levels and bank coordinates, are confidential to the Parties, the beneficiaries, Alliance Global Partners Ltd, the Escrow Agent under Routes A and B, and the Issuing Bank and any Confirming Bank under Route C — disclosure to the Issuing Bank and Confirming Bank being expressly permitted, and required, for the purpose of the assignment of proceeds at clause 4.4. The contents are not to be disclosed to any other person without written consent.
Governed by the law of , with disputes referred to arbitration on the terms set out at clause 15 of the SPA. Each beneficiary named at clause 2 may enforce this IMFPA directly against the paying Party.
Each beneficiary named at clause 2 signs a counterpart schedule confirming its coordinates. Counterpart signatures form part of this IMFPA.