Business FTA Contract

BUSINESS FTA CONTRACT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Provider (Party A) possesses expertise and capabilities in matters related to compliance, documentation, and advisory services in connection with Free Trade Agreement (FTA) preferences, origin determinations, and trade facilitation ("FTA Services"); and

WHEREAS, Recipient (Party B) seeks to engage Provider to perform FTA Services on the terms and conditions set forth in this Contract and Provider is willing to perform such services for the fees and on the schedule agreed below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the Parties agree as follows.

Scope of Work

Provider shall perform the following services for Recipient in a professional and workmanlike manner consistent with industry standards. Specific tasks, deliverables, and timelines shall be as described below.

Payment Terms

Total Contract Amount:

Late Payment Fee: % per month on any unpaid balance, calculated monthly and compounded, plus reasonable collection costs.

Taxes: Each Party is responsible for its own taxes arising from this Contract. If withholding is required by law, the paying Party may withhold taxes as required and will provide documentation of such withholding.

Term and Termination

Commencement Date: . Termination Date (if any):

Either Party may terminate this Contract for convenience upon written notice to the other Party delivered no fewer than days prior to the intended termination date. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within 30 days after receipt of written notice of breach.

Upon termination, Recipient shall pay Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable obligations reasonably incurred by Provider in performance of this Contract.

Confidentiality

Each Party (the "Receiving Party") shall hold in confidence and not disclose any non-public, proprietary, or confidential information of the other Party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that (i) is or becomes publicly known through no breach of this Contract, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt notice to the Disclosing Party to allow for a protective order or other remedy.

The Receiving Party shall use Confidential Information only for the purpose of performing its obligations under this Contract. The obligations of confidentiality shall survive termination of this Contract for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations and Warranties; Limitation of Liability

Each Party represents that it has the full power and authority to enter into this Contract and to perform its obligations hereunder. Provider represents that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS CONTRACT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS CONTRACT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Contract shall be in writing and shall be delivered to the addresses set forth above or to such other address as a Party may designate by written notice. Notices shall be deemed given when delivered by hand, three days after deposit in certified mail (postage prepaid), or upon confirmed electronic delivery when agreed by the Parties.

Governing Law and Dispute Resolution

This Contract shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws rules. The Parties shall attempt in good faith to resolve disputes through negotiation; if unresolved within sixty (60) days, any dispute shall be submitted to binding arbitration in accordance with the arbitration rules agreed by the Parties and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement; Assignment

This Contract, including all exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

Neither Party may assign its rights or delegate its duties under this Contract without the prior written consent of the other Party, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of Provider's assets.

Miscellaneous Provisions

If any provision of this Contract is held invalid or unenforceable, the remainder of this Contract shall remain in full force and effect. Waiver of any breach shall not be deemed a waiver of any subsequent breach. The Parties are independent contractors and nothing in this Contract creates a partnership, joint venture, agency, or employment relationship.

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