Charter Agreement Terms

CHARTER AGREEMENT TERMS

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Charterer: desires to obtain charter services for the use of the asset described in this Agreement; and

WHEREAS, Owner: is the lawful owner and is willing to charter such asset to Charterer upon the terms and conditions set forth herein;

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

Scope of Work

Description of chartered asset, services to be provided, permitted uses, and any operational limitations:

Payment Terms

Charter Fee (Total Amount):

Payments are due within days of invoice. Late payments shall incur interest at a rate of % per month (or the maximum permitted by applicable law), compounded monthly, plus reasonable collection costs.

Term and Termination

Term Commencement:    Term Expiration:

Either Party may terminate this Agreement for convenience upon written notice to the other Party given at least 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 15 days after written notice. Termination shall not relieve either Party of obligations incurred prior to termination.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one Party to the other, whether in written, oral, electronic, or other form, 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.

Obligations: The receiving Party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those hereunder.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing Party's Confidential Information.

Duration: The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Indemnification and Liability

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party, its affiliates and their respective officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of this Agreement, negligence, willful misconduct, or failure to comply with applicable law in connection with performance hereunder.

Limitation of Liability: Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either Party be liable for any consequential, incidental, indirect, special, punitive or exemplary damages, even if advised of the possibility of such damages. The aggregate liability of either Party for claims arising out of this Agreement shall not exceed the total amounts paid or payable to Owner under this Agreement during the six (6) months preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles.

Dispute Resolution: The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within 30 days, the Parties may pursue any remedies available at law or in equity.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral.

Amendments: No amendment or modification of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties.

Notices

Notices shall be in writing and delivered to the addresses set forth above by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

Miscellaneous

Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Owner may assign to an affiliate or a lender in connection with financing.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

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