NCNDA (Non-Circumvention, Non-Disclosure Agreement) and IMFPA (Irrevocable Master Fee Protection Agreement) are standard documents in international commodity trade coordination. Understanding them is essential for any party participating in a structured commercial introduction process.
What Is an NCNDA?
An NCNDA is a legal document that: (1) prevents parties from bypassing (circumventing) the introducing agent or coordinator; (2) requires confidentiality of all shared commercial information; (3) protects the coordinator's right to earn their agreed fee on facilitated transactions; and (4) typically covers a defined transaction scope and time period. NCNDA is signed before any counterparty details are disclosed.
What Is an IMFPA?
An IMFPA specifies how coordination and agent fees will be allocated and paid upon completion of a commercial transaction. It identifies each party entitled to a fee, the fee amount or percentage, and the irrevocable nature of the payment obligation once a transaction closes. IMFPA is particularly important in transactions involving multiple intermediaries. In MoonGate's process, NCNDA is required before any commercial introduction — IMFPA is executed when multiple coordinating parties are involved.
NCNDA and IMFPA have important limitations. They are only as enforceable as the jurisdiction and courts in which they are signed. Parties should seek independent legal counsel to review any NCNDA/IMFPA before signing.
Key Clauses and Standard Practice
Key NCNDA clauses to understand: (1) Non-Circumvention — prevents parties from bypassing the introducer for a defined period; (2) Non-Disclosure — prohibits sharing confidential information without consent; (3) Term — typically 1-2 years; (4) Jurisdiction — governs which country's law applies; (5) Breach remedies. NCNDA/IMFPA use is standard practice in international commodity trade coordination globally. Their use signals a structured, professional approach to commercial coordination.
See also: Document Checklist | Commercial Coordination Qatar | Submit an Inquiry