Business Commodity Codes List

Business Commodity Codes List and Agreement

This Business Commodity Codes List and Agreement (the Agreement) is made effective as of , by and between:

Recitals

WHEREAS, Party A provides, compiles, or maintains commodity classification data, tariff and commodity code listings, and related descriptive information for the labeling, shipping, customs, and commercial purposes of goods (the Data); and

WHEREAS, Party B requires a formal listing of commodity codes, product descriptions, and related identifiers to be used in procurement, sales documentation, and customs filings, and desires the Data from Party A subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Scope of Work

Party A shall provide to Party B a formal Business Commodity Codes List including commodity code identifiers, descriptive nomenclature, unit of measure, tariff classification notes, and any applicable HS (Harmonized System) codes or internal reference numbers as set forth below. Party A's obligations include reasonable updates during the Term where codes are revised or reclassified.

Business Commodity Codes List

The following entries comprise the Business Commodity Codes List to be delivered by Party A. Party A represents that each entry reflects its best reasonable classification based on information provided by Party B and industry standards as of the effective date.

Additional commodity entries, updates, or corrections may be appended on a schedule agreed in writing by the parties and shall be incorporated into this Agreement by reference upon delivery and acceptance.

Payment Terms

In consideration for the Data and associated services, Party B shall pay Party A the fees set forth below. Fees are exclusive of taxes and duties, which shall be Party B's responsibility unless otherwise specified in writing.

Late payments shall accrue interest at on the outstanding amount from the due date until paid. Party B will also be responsible for reasonable collection costs and attorneys' fees incurred by Party A in enforcing payment obligations.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach.

Confidentiality

Each party acknowledges that the Data and any non-public business information exchanged under this Agreement constitute Confidential Information. Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party.

The receiving party shall maintain the confidentiality of Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable standard of care, and shall use Confidential Information only for the purposes contemplated by this Agreement.

Representations; Accuracy of Codes

Party A represents that the commodity codes listed in this Agreement have been compiled in good faith based on the information provided by Party B and prevailing classification standards at the time of delivery. Party A makes no warranty that such codes are definitive for customs, regulatory, or tax purposes; Party B is responsible for independent verification where legally required.

Party B acknowledges that any reliance on the codes for commercial or regulatory purposes shall be at Party B's risk and that Party A shall not be liable for fines, penalties, or other losses arising from reliance on classification decisions made solely by Party B or by governmental authorities.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved, the parties may pursue any available legal remedies in the courts of the chosen jurisdiction.

Entire Agreement

This Agreement, including any attachments, exhibits, and accepted updates to the commodity codes list delivered in accordance with the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral.

No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as the parties may designate in writing. Notice shall be effective upon receipt.

Acknowledgment

The parties acknowledge that they have read and understand this Agreement, and intend to be legally bound by its terms. The individuals executing this Agreement on behalf of each party represent and warrant that they are duly authorized to bind their respective party.

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