Importer Agreement

IMPORTER AGREEMENT

Parties

This Importer Agreement (the "Agreement") is entered into by and between:

Corporation LLC Sole Proprietor Other:

WHEREAS

WHEREAS, Principal is engaged in the manufacture and sale of goods and desires to have certain consignments imported into the destination country; and

WHEREAS, Importer has expertise and authority to arrange and effect importation, customs clearance, payment of duties and taxes, and related logistics on behalf of Principal; and

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

1. Scope of Work

Importer shall provide importation services for shipments designated by Principal, including but not limited to: arranging transportation and delivery; preparing and filing customs documentation; clearance through customs authorities; payment or arrangement for duties, taxes, and port charges as agreed; coordination with carriers, freight forwarders and customs brokers; and providing status reports and copies of official documents to Principal.

2. Payment Terms

Principal shall pay Importer the fees for services described in this Agreement in accordance with the following terms:

Payment Schedule: Principal shall pay an initial deposit equal to of the estimated fees upon booking, with the balance payable within days of invoice.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Importer may suspend services until payment is received. Principal shall also reimburse Importer for any collection costs and attorneys' fees incurred in enforcing payment.

3. Duties, Taxes and Third-Party Charges

Unless otherwise agreed in writing, Principal is responsible for payment of all import duties, tariffs, taxes, customs broker fees, demurrage, storage, and any other third‑party charges assessed in connection with importation. Importer may, at its election, pay such amounts on behalf of Principal and invoice Principal for reimbursement, together with supporting documentation.

4. Term and Termination

This Agreement commences on and continues until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice, or immediately upon insolvency or initiation of bankruptcy proceedings by or against the other party.

5. Confidentiality

Each party shall keep confidential all non-public information received from the other party that is designated 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 shall not include information that is or becomes generally known to the public other than by breach of this Agreement, or information independently developed by the receiving party without use of the disclosing party's Confidential Information. Receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose it to third parties except to employees, agents or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

6. Compliance with Laws

Each party shall comply with all applicable import, export, customs, trade control, anti-bribery, anti-corruption and sanctions laws and regulations. Importer shall obtain and maintain any licenses, permits, or customs authorizations necessary for the importation of the goods. Principal shall provide accurate commercial invoices, product classifications, origin information, and any other required documentation in a timely manner.

7. Insurance; Liability; Indemnity

Importer shall maintain commercial general liability and, where applicable, cargo and customs broker liability insurance with limits customary in the industry. Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential or punitive damages. Principal shall indemnify and hold harmless Importer from and against claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of the goods' non-compliance with applicable laws, incorrect documentation supplied by Principal, or Principal's failure to pay duties and taxes when required.

8. Force Majeure

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, acts of government, labor disputes, civil unrest, fire, flood, embargoes or transportation delays. The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance.

9. Notices

10. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties below. Any dispute arising out of or relating to this Agreement shall be resolved first by good-faith negotiation between senior representatives. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in the agreed jurisdiction, and the arbitration award shall be final and binding.

11. Entire Agreement; Amendments

This Agreement, including any schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, proposals, and agreements. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

12. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest, provided that such assignee assumes all obligations hereunder.

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