Business Trading Company

BUSINESS TRADING COMPANY AGREEMENT

This Business Trading Company Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Trading Company operates a business engaged in the sourcing, purchasing, sale and distribution of commodities, goods and related trading services; and

WHEREAS, Counterparty desires to engage Trading Company to perform trading, procurement and market representation services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

1. Scope of Work

Trading Company shall provide trading and brokerage services, including procurement, market identification, negotiation with suppliers and buyers, logistics coordination and related advisory services as required by Counterparty. Specific tasks, deliverables and performance standards are set forth below and in any written addenda executed by the parties.

2. Payment Terms

As consideration for services performed under this Agreement, Counterparty shall pay Trading Company fees as follows.

Unless otherwise agreed in writing, invoices are payable within days of invoice date. Late payments shall accrue interest at a rate of percent per month (or the maximum permitted by applicable law, if lower).

All fees are exclusive of taxes. Each party shall be responsible for its own taxes arising from the transactions contemplated by this Agreement, except that Counterparty shall be responsible for any value added, sales, withholding or similar taxes payable with respect to payments to Trading Company unless a valid exemption is provided prior to invoicing.

3. Term and Termination

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

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

4. Confidentiality

Each party (the "Recipient") shall maintain in strict confidence all non-public, proprietary or commercially sensitive information disclosed by the other party (the "Discloser") in connection with this Agreement. Confidential Information shall not include information that: (a) is or becomes publicly available other than through a breach by Recipient; (b) was already in Recipient's lawful possession prior to disclosure; or (c) is rightfully obtained by Recipient from a third party without breach of confidentiality.

Recipient shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall restrict disclosure to employees, contractors or agents who have a need to know and are bound by obligations of confidentiality no less protective than those herein. The obligations of confidentiality shall survive termination of this Agreement for months, except with respect to trade secrets, which shall remain protected for as long as they remain trade secrets under applicable law.

5. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct, breach of its representations, warranties or obligations under this Agreement, or infringement of third-party rights resulting from its actions in connection with this Agreement.

6. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY COUNTERPARTY TO TRADING COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any disputes arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, together with any written addenda or purchase orders expressly incorporated herein, 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 written or oral. No amendment or waiver shall be effective unless in a written instrument signed by authorized representatives of both parties.

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Trading Company may assign its rights to a successor in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. Notices

All notices or communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other.

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