NCNDA and IMFPA: what they protect, and what they don't

Almost every copper deal involving intermediaries starts with two documents: an NCNDA and an IMFPA. They are useful, but many are badly drafted and give far less protection than people think. This guide is general information, not legal advice.

NCNDA

A non-circumvention, non-disclosure agreement says that the parties will not:

• contact or deal with each other's introduced contacts without the introducing party, and
• share confidential information such as names, prices and documents.

A good NCNDA:

• names every party with full company details and signatories
• defines what counts as an introduction and for how long protection lasts
• says which law applies and where disputes are heard
• is signed by the principals, not only by the intermediaries

IMFPA

An irrevocable master fee protection agreement records the commissions:

• who is paid, by name and bank details
• how much: per tonne or a percentage, and of what (gross or net)
• who pays: usually the seller, from the proceeds
• when: on each shipment, after payment is received
• how: often through a paymaster

Common mistakes

• Signed only by intermediaries. If the seller never signed, the seller has made no promise to you.
• Unclear commission base. "1% of the deal" is ambiguous. Per tonne, on which invoice, is clear.
• Commissions that don't fit the price. If the commissions together exceed the margin between the seller's net price and the buyer's price, the deal won't close. See commission and broker fees.
• No governing law. Without it, enforcing across borders is even harder.

Signing them properly

Signatures should be traceable: a named person, a date and ideally an audit record of who signed and when. On Copper Supply you can generate NCNDA and IMFPA templates in your document vault and send them for e-signature. Every signed document gets an audit certificate with a fingerprint of the original file. Templates are a starting point, not legal advice, so have a lawyer review anything substantial.