Trading portalTEMPLATE 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.
This Fee Protection Agreement (the "Agreement") is made on [DATE] between [PAYING PARTY LEGAL NAME], registered in [COUNTRY] under number [NO.], of [ADDRESS] (the "Paying Party"), and the intermediaries listed in Schedule 1 (each an "Intermediary").
1. Transaction
This Agreement relates to the sale and purchase of [PRODUCT AND SPECIFICATION] between [SELLER LEGAL NAME] and [BUYER LEGAL NAME] under a sale and purchase agreement reference [SPA REF] dated [DATE] (the "SPA"), including any extensions, renewals or rollovers of the SPA and any new contract between the same buyer and seller for the same product within [24] months (together, the "Transaction").
2. Fees
For each delivery under the Transaction that is completed and for which the Paying Party has received payment in full (a "Paid Delivery"), the Paying Party will pay each Intermediary the fee set out in Schedule 1 (USD per [MT / bbl / US gallon]) multiplied by the quantity shown on the bill of lading or the independent inspector's certificate of quantity for that delivery.
3. Payment
Fees are due within [5] banking days after the Paying Party receives payment for each Paid Delivery, by bank transfer to the account held in the Intermediary's own name stated in Schedule 1. Account details may only be changed by written notice signed by the Intermediary and confirmed by telephone on a number previously verified by the Paying Party.
4. No upfront payments
No Intermediary, buyer or seller is required to pay any fee, deposit or cost to any party in order to benefit from this Agreement. No fee is payable on a delivery that does not complete or is not paid.
5. Statements
On request, the Paying Party will provide each Intermediary with the bill of lading date and quantity for each Paid Delivery, redacted as necessary to protect commercially sensitive information.
6. KYC, anti-bribery and sanctions
Each Intermediary will provide the know-your-customer information the Paying Party reasonably requests. No fee will be paid to a public official or in breach of anti-bribery laws (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act), or in connection with any party, vessel, origin or destination subject to applicable sanctions. The Paying Party may withhold payment while it investigates a reasonable suspicion of such a breach.
7. Term and irrevocability
The Paying Party's obligation to pay fees on Paid Deliveries under the Transaction may not be revoked or amended without the written consent of the affected Intermediary, and survives any termination of the Paying Party's relationship with the Intermediary.
8. General
Governed by the laws of [GOVERNING LAW]; courts of [JURISDICTION] have exclusive jurisdiction. Counterparts and electronic signatures permitted.
Schedule 1: Intermediaries and fees
- Intermediary: [LEGAL NAME], registration [NO.], fee USD [X.XX] per [unit]; bank: [BANK NAME], account name [MUST MATCH INTERMEDIARY], account/IBAN [NO.], SWIFT/ABA [CODE]
- Intermediary: [LEGAL NAME], registration [NO.], fee USD [X.XX] per [unit]; bank details as above
For and on behalf of [PAYING PARTY LEGAL NAME] Name: [NAME] Title: [TITLE] Signature: ______________________ Date: [DATE]
For and on behalf of [INTERMEDIARY LEGAL NAME] Name: [NAME] Title: [TITLE] Signature: ______________________ Date: [DATE]