Fuel Station Agreement

FUEL STATION AGREEMENT

Effective Date:

Parties

Recitals

WHEREAS, Supplier Name: is engaged in the bulk purchase and supply of motor fuels and related products; and

WHEREAS, Operator Name: operates the retail fuel facility located at and desires to purchase, store, and dispense fuel under the terms set forth herein; and

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

Scope of Work

Supplier shall deliver motor fuel to the Operator's facility and Operator shall receive, store, dispense, and sell fuel in accordance with this Agreement and applicable law. Specific operational responsibilities, service levels, and performance standards are described below.

Supply; Title; Delivery

Supplier will supply fuel that conforms to industry standards and applicable fuel specifications. Deliveries shall be made to the facility address during normal business hours or at other times by mutual agreement. Title and risk of loss to supplied fuel passes to Operator upon delivery and acceptance at the delivery point, subject to measurement adjustments and the parties' meter calibration procedures.

Payment Terms

Operator shall pay Supplier for delivered fuel and related charges in accordance with the pricing and schedule set forth below. Invoices will itemize deliveries, unit prices, adjustments, taxes, and other applicable charges.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate for material breach if the breaching party fails to cure within the notice period set forth below. Either party may also terminate for convenience upon written notice delivered at least days prior to the effective termination date.

Confidentiality

Each party acknowledges that during performance it will receive confidential information. "Confidential Information" includes pricing formulas, customer lists, technical specifications, and business plans. Each party shall (a) hold Confidential Information in strict confidence, (b) not use such information except to perform its obligations under this Agreement, and (c) not disclose such information to third parties except to its employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available without breach, was known to the receiving party prior to disclosure, or is required to be disclosed by law (provided notice is given to the disclosing party where lawful and practicable).

Environmental, Indemnity and Insurance

Operator shall comply with all environmental laws related to storage and dispensing of fuel. Operator shall maintain and operate storage tanks, lines, and dispensing equipment in a prudent and lawful manner. Operator shall procure and maintain insurance including, at minimum, general liability, pollution liability, and commercial auto coverage in amounts sufficient to protect Supplier and Operator from liabilities arising out of the operation of the facility. Evidence of insurance shall be provided to Supplier upon request.

Operator shall indemnify, defend, and hold Supplier harmless from and against any claims, losses, liabilities, or remediation costs arising from releases, contamination, or environmental violations caused by Operator's acts or omissions. Supplier shall indemnify Operator for Supplier's grossly negligent acts in connection with product quality or improper delivery.

Compliance with Laws; Permits

Each party shall obtain and maintain all permits, licenses, and approvals required by applicable law to perform its obligations. Each party shall comply with all statutes, regulations, and ordinances applicable to its performance under this Agreement including, without limitation, weights and measures, safety, and environmental regulations.

Audit and Records

Each party shall keep accurate records of deliveries, sales, and payments relevant to this Agreement. Upon reasonable notice, Supplier may audit Operator's records related to quantities delivered and sold. Any dispute arising from an audit shall be resolved in accordance with the dispute resolution provisions, and adjustments shall be made in good faith.

Notices

All notices required or permitted under this Agreement must be in writing and delivered by hand, certified mail, or commercial courier to the addresses below or to such other address as a party designates by notice.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties below. The parties agree to endeavor in good faith to resolve disputes promptly through negotiation. If negotiation fails, disputes shall be resolved in the courts located in the governing state or through the alternative dispute resolution mechanism agreed in writing by the parties.

Entire Agreement

This Agreement, together with any exhibits, schedules, and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver shall be effective unless set forth in a written instrument signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to a successor in interest in connection with the sale of substantially all of its business or assets related to fuel supply.

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