The IMFPA irrevocably protects the commissions of every broker and intermediary involved in a transaction. It is signed by all four parties — AM Resourcing, the seller-side broker, the end seller, and the end buyer — before any Sales & Purchase Agreement is executed.
Irrevocable & Binding
Dallas, TX Jurisdiction
4-Party Agreement
Electronic Signature Accepted
What Is an IMFPA?
Your Commission Is Legally Protected
An Irrevocable Master Fee Protection Agreement (IMFPA) is a legally binding contract used in international commodity trading that locks in and protects the commissions of every broker and intermediary involved in a transaction — before the deal closes.
Once signed by all parties, the IMFPA cannot be changed, cancelled, or ignored. If a buyer, seller, or anyone else in the chain attempts to cut out a broker or refuse to pay their agreed commission, the IMFPA gives that broker a direct legal remedy — including the right to claim 3 times the withheld amount in damages plus legal fees.
Think of it as an irrevocable guarantee: everyone who contributed to making the deal happen gets paid — no exceptions, no excuses.
Why “Irrevocable” matters: Unlike a standard fee agreement that can be disputed or cancelled, an IMFPA is binding the moment the last party signs. No party can later claim they didn’t agree to the commission, didn’t know about the broker, or that the fee was “too high.” It is locked in.
IMFPA vs NCNDA — what is the difference? The NCNDA protects relationships and confidentiality — it prevents circumvention during negotiations. The IMFPA protects money — it locks in who gets paid and how much once a deal is being executed. Both are required for full protection. AM Resourcing requires both to be signed before any SPA is issued.
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Irrevocable
Once signed it cannot be changed or cancelled by any party without unanimous written consent.
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Protects Commissions
Every broker’s fee is named, documented, and legally enforceable against all parties.
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4-Party Agreement
Signed by AM Resourcing, the seller-side broker, the end seller, and the end buyer.
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Legal Remedy
Breach triggers 3× liquidated damages plus attorneys’ fees — a serious deterrent.
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Per Shipment
Commissions are earned and paid on each actual shipped MT — based on the independent surveyor’s report.
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Required Before SPA
AM Resourcing requires a signed IMFPA before any Sales & Purchase Agreement is issued.
Process
How the IMFPA Works
1
NCNDA is signed first
Before any deal details are shared, all parties sign the NCNDA. This protects identities and prevents circumvention during negotiations.
2
Deal terms are negotiated
AM Resourcing matches buyer and seller, negotiates specs, pricing, and Incoterms. No party identities are disclosed until NCNDA is in place.
3
IMFPA is issued and signed
Once terms are agreed, AM Resourcing issues the IMFPA. All four parties must sign before the SPA is drafted.
4
SPA is executed
With NCNDA and IMFPA in place, the Sales & Purchase Agreement is signed. The LC is opened and cargo preparation begins.
5
Cargo ships — commissions paid
On each shipment, commissions are paid to all parties simultaneously upon receipt of funds — based on actual shipped MT certified by the independent surveyor.
NCNDA vs IMFPA
Two Documents — Both Required
NCNDA
PurposeProtects relationships & confidentiality
When SignedBefore any deal details are shared
What It CoversNon-circumvention, non-disclosure, confidentiality
PartiesAll intermediaries in the chain
Remedy for Breach3× damages + legal fees
Can It Be Cancelled?Expires after 2 years + 2 year survival
IMFPA
PurposeProtects commissions & fees
When SignedAfter terms agreed, before SPA
What It CoversWho gets paid, how much, when
PartiesAll 4 parties including buyer & seller
Remedy for Breach3× damages + legal fees
Can It Be Cancelled?No — irrevocable once signed
Complete Online or Download
IMFPA — Complete the Form Below
Fill in the party details online, print or download the PDF, have all four parties sign, and return to AM Resourcing at Matty157@amresourcinginc.com.
Policy Ref: AM-IMFPA-2026 • Governing Law: State of Texas • Arbitration: Dallas, TX • ICC Rules
This Irrevocable Master Fee Protection Agreement (“Agreement”) is entered into as of the Effective Date above by and between the parties identified below. This Agreement irrevocably protects the commission and fee entitlements of all intermediary parties to the transaction described herein. By signing, all parties agree to be fully and legally bound.
PARTY AAM ResourcingBuyer-Side Broker
PARTY BSeller-SideBroker
PARTY CEnd SellerSupplier
PARTY DEnd BuyerPurchaser
Transaction Details
Fee & Commission Schedule
The following commissions are irrevocably agreed to by all parties and shall be paid upon each successful shipment based on actual shipped MT:
Party
Role
Commission Amount (USD)
Per MT / % Gross
AM Resourcing Inc.
Buyer-Side Broker
Party B
Seller-Side Broker
TOTAL SELLER-SIDE
All seller-side combined
Agreement Terms
1. Irrevocability — This Agreement is irrevocable once signed by all parties. Commission and fee entitlements cannot be altered, cancelled, or circumvented without the prior written consent of all parties.
2. Payment Obligation — All commissions are paid simultaneously to all entitled parties upon receipt of payment for each shipment, based on actual shipped MT as certified by the independent inspector.
3. Non-Circumvention — No party may contact, negotiate with, or transact with any buyer, seller, or counterparty introduced through this transaction without ensuring the introducing intermediary participates on fair terms. This applies for two (2) years from any introduction.
4. Confidentiality — All terms, party identities, pricing, and transaction details are strictly confidential. No disclosure to any third party without prior written consent of all parties.
5. Representations & Warranties — Each party represents they have legal authority to enter this Agreement, are not on the OFAC SDN List or any restricted party list, and that no undisclosed intermediaries or fee-sharing arrangements exist beyond those disclosed herein.
6. Breach & Penalties — A breaching party shall pay: (a) all withheld commissions; (b) liquidated damages equal to three times (3×) the unpaid amount; and (c) all reasonable attorneys’ fees of the non-breaching party.
7. Term & Survival — This Agreement covers the entire transaction referenced herein, including all repeat shipments and program extensions. Commission obligations survive until all fees are paid in full.
8. Governing Law & Arbitration — This Agreement is governed by the laws of the State of Texas. All disputes are resolved by binding ICC arbitration in Dallas, Texas. Language: English. The losing party bears all reasonable legal costs.
9. Electronic Signatures — This Agreement may be executed electronically or by PDF. Each signed counterpart is an original; together they form one binding agreement.
10. Entire Agreement — This is the complete agreement between the parties regarding fee protection for this transaction. Any modification must be in writing and signed by all parties.
Signatures
All four parties must sign. This Agreement is binding upon the signature of the last party below.
PARTY A — AM RESOURCING INC.
Printed Name: Matthew Ianniello Jr.
Title: Procurement Executive
Company: AM Resourcing Inc.
Date:
Email: Matty157@amresourcinginc.com
PARTY B — SELLER-SIDE BROKER
Printed Name:
Title:
Company:
Date:
Email:
PARTY C — END SELLER / SUPPLIER
Printed Name:
Title:
Company:
Country:
Date:
Email:
PARTY D — END BUYER / PURCHASER
Printed Name:
Title:
Company:
Country:
Date:
Email:
AM Resourcing Inc. • Matty157@amresourcinginc.com • 516-754-8500 • www.amresourcinginc.com • Dallas, TX
Governing Law: State of Texas • Arbitration: Dallas, TX — ICC Rules • All Parties Subject to OFAC Screening