NCNDA and IMFPA: what they are and what to check
By the Vanguard Verify desk · Published 2026-10-26 · Updated 2026-11-01
Short answer: an NCNDA (Non-Circumvention, Non-Disclosure Agreement) is a private contract in which the parties promise not to bypass each other or share confidential deal details. An IMFPA (Irrevocable Master Fee Protection Agreement) records the commission each intermediary should be paid. They are ordinary private contracts, not ICC instruments. Whether they can be enforced depends on the governing law, the named parties and the signatures, not on references to "ICC rules".
What each document does
| Document | Purpose | Usually signed by |
|---|---|---|
| NCNDA | Confidentiality and no bypassing of introducers | Buyer side, seller side, brokers |
| IMFPA | Sets the commission per unit (for example USD per MT) and who pays it | The paying principal and the intermediaries |
Steps to check one before signing
- Identify every party. Each signatory should be a real registered company or a named individual, with an address and a registration number you can check.
- Read the governing law and forum. A clear governing law (for example English law) and a named court or arbitration body matter more than any "ICC" label.
- Check the rule references. "ICC 500" usually refers to UCP 500, the documentary credit rules that UCP 600 replaced in 2007. They never governed broker agreements.
- Tie it to a transaction. An IMFPA should name the product, quantity, contract number and the payer of commission. Commission is normally paid only after the principal is paid.
- Check the payer's commitment. Commission that the seller pays only works if the seller signs. An IMFPA signed only by brokers does not bind the principal.
- Get legal review for any deal of material size. This page is general information, not legal advice.
Red flags
- You are asked to pay a fee to "register" the NCNDA or IMFPA with the ICC, a bank or a "chamber". There is no such registration.
- The documents state they are "ICC 400 / ICC 500 / ICC 600 compliant" as if that made them enforceable.
- The chain contains dozens of intermediaries and no principal is identified.
- A buyer's bank details or proof of funds are requested before any principal has signed. The buyer provides proof of funds (POF) and the seller provides proof of product (POP). See POF vs POP.
- The commission is promised "guaranteed by bank" with no bank instrument issued.
Where they fit in a deal
In a typical sequence, the NCNDA and IMFPA are signed around the ICPO or LOI stage, before the SPA. A broker paperwork pack says nothing about whether the product or the counterparty exists, so those still need to be checked independently. See how to verify an ICPO.
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FAQ
Is an NCNDA an ICC document?
No. It is a private contract between the parties. The ICC does not issue or register NCNDAs.
What does IMFPA stand for?
Irrevocable Master Fee Protection Agreement. It records the commission owed to intermediaries.
What is ICC 500 in broker agreements?
It usually means UCP 500, the documentary credit rules replaced by UCP 600 in 2007. They do not govern broker agreements.
Do I have to pay to register an IMFPA?
No. There is no official registry for NCNDAs or IMFPAs.
Vanguard Verify is run by Vanguard Trade Capital Goods Wholesalers DWC-LLC, Dubai South, Licence 14282. This answer is general information, not legal or financial advice.