Barter Agreement

BARTER AGREEMENT

This BARTER AGREEMENT ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Party A is engaged in the business of and possesses the goods, products, or services described below; and

WHEREAS, Party B is engaged in the business of and possesses the goods, products, or services described below; and

WHEREAS, the parties desire to exchange goods and/or services on the terms and conditions set forth in this Agreement in lieu of, or in combination with, cash payment.

SCOPE OF EXCHANGE

The parties agree to exchange the following goods and/or services. Each party warrants that the descriptions below are complete and accurate and that it has the authority to transfer the described items or perform the described services.

Itemized schedule and agreed fair market values (use additional pages if necessary):

PAYMENT TERMS

The parties agree that the aggregate fair market value of goods and services exchanged shall be used to determine whether a balancing cash payment is required. The agreed aggregate value attributable to Party A is $ and to Party B is $ .

If a cash balancing payment is due from one party to the other, such cash amount shall be $ and shall be paid according to the following schedule:

Late payments shall incur a late fee of on any unpaid balance, calculated monthly, plus any collection costs and reasonable attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive confidential information of the other party. "Confidential Information" includes nonpublic business information, pricing, customer lists, technical data, and trade secrets disclosed in connection with this Agreement. Each party will: (a) hold Confidential Information in strict confidence; (b) limit disclosure to employees, agents, or contractors who have a need to know and who are bound to protect such information; and (c) not use Confidential Information except to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, independently developed without access to Confidential Information, or rightfully received from a third party without restriction.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents and warrants that it has full right, title, and authority to provide the goods and services described herein, that such goods and services will conform to the descriptions and specifications provided, and that the provision of such goods and services will not violate any law or third-party agreement. Each party agrees to indemnify, defend, and hold harmless the other party from and against any losses, liabilities, damages, costs, or expenses (including reasonable attorneys' fees) arising out of any third-party claim resulting from a breach of the foregoing representation or warranty, or from negligent or willful acts or omissions in connection with this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the parties at their addresses set forth above or to such other address as either party may designate by written notice. Notices are effective upon personal delivery or three (3) business days after deposit in the U.S. mail, first-class postage prepaid, or upon confirmed electronic transmission where receipt is acknowledged.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. The parties agree to attempt in good faith to resolve disputes by negotiation. If the parties cannot resolve a dispute within thirty (30) days, either party may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Counterparts; Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including scanned or electronic signatures) shall be deemed original signatures for all purposes.

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