Master Programme Agreement
The operator-facing agreement. Terms unchanged, no fee, no security, one payment instruction. The document the whole business turns on.
MASTER PROGRAMME AGREEMENT
Between JFK IMPORT-EXPORT LLC (trading as JFKIE LLC), a limited liability company organised in Virginia, United States, since October 2003, of [REGISTERED ADDRESS] (the "Purchaser"), and [OPERATOR LEGAL NAME], of [ADDRESS] (the "Operator").
Dated 19 August 2026.
1. Purpose. The Operator's subcontractors may sell to the Purchaser receivables the Operator owes them. This agreement sets out how the Operator confirms those receivables and where it pays them. It does not change the Operator's payment terms, does not require the Operator to pay earlier, and imposes no fee, charge, guarantee or security on the Operator.
2. Terms unchanged. Nothing in this agreement extends, shortens or otherwise varies the payment terms in any contract between the Operator and a subcontractor. The Operator pays on the due date it already had, the amount it already approved. (The Parties record that this is deliberate, so that amounts owed continue to be trade payables in the Operator's accounts.)
3. Enrolment. A subcontractor participates only with the Operator's confirmation. The Operator may remove a subcontractor from the programme on written notice; removal does not affect receivables already purchased.
4. Confirmation. The Operator shall provide a periodic extract of approved payables from its accounting system, generated by that system and transmitted by the Operator's own information technology function, using credentials issued to the Operator. Each entry shall show the subcontractor, the invoice reference, the approved amount, the due date, and the individuals who approved it.
The Operator shall not permit any extract to be transmitted by, or through, a subcontractor.
5. Effect of confirmation. An entry in an extract is a confirmation by the Operator that: (a) the goods or services were delivered and accepted; (b) the approved amount is due and payable on the stated due date; and (c) the Operator is not aware of any dispute or set-off in respect of it.
The Operator verifies delivery and performance before confirming. The Purchaser relies on that confirmation and performs no separate inspection.
6. Payment instruction. On being notified that a receivable has been purchased, the Operator shall pay the approved amount in full, on the due date, to the Purchaser's account in the United States identified in the notice, and to no other account. This instruction is irrevocable in respect of any receivable already purchased.
7. No set-off. In respect of a purchased receivable, the Operator shall not exercise any right of set-off, deduction, counterclaim or withholding arising from any matter unconnected with that receivable. Deductions relating to the receivable itself are made before confirmation, and the Purchaser buys the amount as approved.
8. Payment capacity. The Operator represents that it is lawfully permitted to make payment to an account outside the Democratic Republic of the Congo in United States dollars, and that all approvals required for it to do so have been obtained. Where the Operator is a local subsidiary, this agreement is entered into together with a payment guarantee from its parent in the agreed form.
9. Disputes with a subcontractor. A dispute between the Operator and a subcontractor does not affect the Operator's obligation to pay a receivable it has already confirmed and which the Purchaser has already purchased. The Operator's remedies against the subcontractor are unaffected and may be pursued separately.
10. Integrity reporting. Where the Purchaser identifies an irregularity within the Operator's payables — including duplicate billing, invoices for work not performed, or a connection between a subcontractor and an individual approving its invoices — it shall report it to the Operator's internal audit function promptly and at no charge. The Operator shall provide a named contact for this purpose.
11. Confidentiality. Each Party shall keep the other's confidential information confidential, on the terms of the non-disclosure agreement between them, which continues alongside this agreement.
12. Data protection. Each Party acts as an independent controller of personal data it handles under this agreement. The data processing addendum published on the platform applies.
13. No fee. The Operator pays the Purchaser nothing under this agreement, at any time, for anything.
14. Term. This agreement continues until terminated by either Party on 90 days' written notice. Termination does not affect any receivable already purchased, in respect of which clauses 6, 7 and 9 continue to apply until it is paid.
15. Assignment. The Purchaser may assign its rights, and grant security over purchased receivables, including to a funder, on notice to the Operator. The Operator may not assign without consent, other than to a successor of substantially all its business.
16. Governing law and disputes. Governed by State of Delaware, United States. Disputes finally resolved by arbitration seated in Wilmington, Delaware, United States under the International Centre for Dispute Resolution (ICDR), in English, before a single arbitrator. Either Party may seek urgent interim relief from the Court of Chancery of the State of Delaware, or where it lacks jurisdiction, the state and federal courts sitting in Delaware or any other competent court.
17. Language. Executed in English and in French. In the event of any inconsistency, the English version governs.
JFK IMPORT-EXPORT LLC
Name: ______________________ Title: ______________________ Date: 19 August 2026
[OPERATOR LEGAL NAME]
Name: ______________________ Title: ______________________ Date: 19 August 2026