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Plain-English explainer

NCNDA, IMFPA, LOI and ICPO: what each document is (and isn't)

Plain-English guide to the four documents every broker chain sends around, and how they're misused.

NCNDA: non-circumvention, non-disclosure agreement

A contract in which parties agree to keep shared information confidential and not to bypass the party who introduced them. It is enforceable only like any other contract: under a named governing law, between identifiable companies, signed by people with authority. References to "ICC rules" in NCNDAs are common, but the ICC does not publish NCNDA rules; that wording adds nothing.

  • Use it to protect a genuine introduction before you name your counterparty.
  • It does not prove anyone has product or money.
  • Red flag: being asked to pay a lawyer or a "group" to prepare or join an NCNDA.

IMFPA: irrevocable master fee protection agreement

An agreement by the paying party (usually the seller, sometimes the buyer) to pay named intermediaries a fee per unit on each completed delivery, normally within a few days of the paying party receiving payment. In a sound IMFPA, fees are paid only from completed and paid deliveries, by the party that agreed to pay them, to bank accounts in the intermediaries' own names after KYC.

  • Nobody pays anything upfront under an IMFPA.
  • Long intermediary chains on one IMFPA are a sign the offer has been passed around and nobody in the chain is close to the product.
  • Include anti-bribery and sanctions clauses; commissions on sanctioned or bribed transactions create legal exposure for everyone named.

LOI: letter of intent

A short, normally non-binding letter in which a buyer states what it wants to buy: product, specification, quantity, delivery terms, destination, price basis and payment method. It invites a seller to respond with an offer or draft contract. A good LOI is specific and comes from a company email with a verifiable signatory.

ICPO: irrevocable corporate purchase order

Despite the name, an ICPO is not irrevocable in any useful legal sense and no serious seller relies on one. In practice it is a more formal LOI, and a buyer cannot be bound until an SPA is signed. Real traders work from a negotiated deal recap and an SPA. Treat demands for an ICPO with bank details, a passport copy and a bank comfort letter before any verification as a warning sign: the documents are often harvested.

SCO / FCO: soft and full corporate offers

A seller's written offer. A soft offer (SCO) is indicative; a full offer (FCO) is meant to be firm subject to contract. Use the free Scam Check to screen one: many circulating SCOs are copied templates with impossible prices, products that don't exist (JP54) or tank-storage procedures.

General information only, not legal advice. TEMPLATE ONLY, NOT LEGAL ADVICE. This is a generic starting point published free by info2fuel. Have a qualified lawyer in your jurisdiction review and adapt it before you sign or send it. info2fuel accepts no liability for its use.

More templates: NCNDA · IMFPA · LOI · ICPO · Verification request · Explainers: Procedures · Documents

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