Business HTS Document

BUSINESS HTS DOCUMENT

This Business HTS Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Service Provider to provide professional classification and advisory services regarding the Harmonized Tariff Schedule (HTS) for certain goods to be imported by Client; and

WHEREAS, Service Provider has experience and expertise in preparing HTS classifications and related documentation and will provide such services subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services, fees and use of the classification opinions delivered by Service Provider.

SCOPE OF WORK

Service Provider will provide advisory classification services limited to the goods described below, including research, written HTS determinations, citation of applicable headings and legal notes, and a written rationale for each classification. Service Provider shall not act as customs broker or customs filer unless separately engaged in writing.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services described in this Agreement. All fees are exclusive of taxes, duties and assessments, which shall be the responsibility of Client.

Invoices not paid within thirty (30) days of issuance shall accrue interest at the rate specified above and Service Provider may suspend performance until payment is made. Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether in written, electronic or oral form, including but not limited to commercial information, product specifications, pricing, and classification rationales. Each receiving party shall maintain Confidential Information in confidence, shall not disclose it to third parties except to employees and advisors with a need to know, and shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is rightfully received by the receiving party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If disclosure is required by law or regulation, the receiving party shall provide prompt written notice to the disclosing party and cooperate to seek appropriate protective measures.

LIMITATION OF LIABILITY; DISCLAIMER

Service Provider's classifications and written HTS opinions are advisory in nature and are based on the information provided by Client and Service Provider's interpretation of applicable classification rules and legal notes. Final classification and duty assessments are determined by customs authorities, and Service Provider does not guarantee any particular treatment or duty rate. Except for willful misconduct or gross negligence, Service Provider's liability for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement for the specific classification at issue. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

INDEMNIFICATION

Client shall indemnify, defend and hold harmless Service Provider and its affiliates, officers and employees from and against any claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Client's misuse of Service Provider's classification advice, Client's failure to disclose material facts, or Client's importation practices that result in assessment, penalty or other liability by governmental authorities.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of Governing Law: without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that jurisdiction.

ENTIRE AGREEMENT

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

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the greatest extent possible, achieves the original parties' intent.

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