Business Fish Company Document

Business Fish Company Agreement

Effective Date:

Parties

Corporation   LLC   Partnership   Sole Proprietorship

Corporation   LLC   Partnership   Sole Proprietorship

Recitals

WHEREAS, Service Provider: operates commercial fishing, harvesting, processing and sale of fish and seafood products and possesses facilities, vessels and personnel necessary to perform the services described in this Agreement;

WHEREAS, Client: desires to procure fish, seafood or related processing services from Service Provider under the terms set forth below; and

WHEREAS, the parties wish to define their respective rights, duties and obligations in connection with the supply, delivery and payment for fish and related services.

Scope of Work

The Service Provider shall perform the following services and supply the following goods in accordance with applicable industry standards and all applicable laws and permits:

Delivery Terms: . Quality standards, inspection rights, and rejection procedures must be specified in the scope above.

Payment Terms

Contract Price / Amount Payable: $ . Parties acknowledge that amounts specified are exclusive of taxes unless otherwise stated below.

Late Payment: Amounts not paid within days of the invoice due date shall incur a late fee of per month on the outstanding balance, compounded monthly, plus any collection costs and reasonable attorney fees.

Term and Termination

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for convenience on not less than days' written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public business, technical, operational, pricing, product and customer information disclosed by one party to the other. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that: (i) was in the public domain through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure as evidenced by written records; or (iii) is required to be disclosed by applicable law or order of a court or regulatory body, provided the receiving party gives prompt written notice to the disclosing party and cooperates reasonably to limit such disclosure. The obligations in this clause survive termination for a period of three (3) years.

Compliance and Warranties

Each party represents and warrants that it has the authority to enter this Agreement and will comply with all applicable local, state and federal laws, rules and permits governing fishing, processing, packing, labeling and transport of seafood. Service Provider warrants that delivered goods shall conform to the specifications set forth in the Scope of Work and shall be free from material defect at delivery. Remedies for breach of warranty shall include repair, replacement or refund at Client's election, and do not exclude any remedies available at law.

Notices

All notices under this Agreement must be in writing and delivered to the addresses below by certified mail, overnight courier, or hand delivery. Notice to Service Provider:

Notice to Client:

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising from or relating to this Agreement.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against any claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or failure to obtain required permits or comply with applicable law.

Entire Agreement

This Agreement, including any exhibits, schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except to a successor in interest in connection with a merger, sale of substantially all assets, or corporate reorganization. Survival: Provisions which by their nature survive termination or expiration shall survive.

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