International Business Agreement

INTERNATIONAL BUSINESS AGREEMENT

This International Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address

and Service Provider Name: with principal address

WHEREAS

WHEREAS, Client engages Provider to perform the international commercial services described herein and Provider represents that it has the expertise, facilities and authorizations necessary to perform such services in compliance with applicable laws and export controls; and

WHEREAS, the parties intend to set forth the terms governing the scope of work, compensation, confidentiality, and allocation of risks and responsibilities for cross-border performance; and

WHEREAS, the parties acknowledge that certain goods, services, technical data and transfers may be subject to import, export, or sanctions controls and agree to comply with the representations and restrictions set forth in this Agreement.

SCOPE OF WORK

Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards. Provider will coordinate with Client contacts and provide progress reports as required.

PAYMENT TERMS

Total Contract Value:

Payment Currency:   Invoices shall be issued in the currency specified above and are payable within days of invoice receipt.

Late payment interest: interest will accrue on any overdue amount at the rate of per month (or the maximum permitted by applicable law, if lower). Client is responsible for all bank charges, transfer, and conversion costs unless otherwise agreed in writing.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use it only to perform obligations under this Agreement, and (iii) not disclose it to third parties except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is or becomes publicly available through no breach of this Agreement, is independently developed, or is rightfully obtained from a third party without restriction.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

COMPLIANCE WITH LAWS, EXPORTS AND SANCTIONS

Each party shall comply with all applicable laws, regulations and orders including, without limitation, those related to export controls, trade sanctions, anti-corruption, and data protection. Neither party will cause the other to violate export control or sanctions laws by transferring controlled goods, technology, or services to any prohibited country, entity or person.

Provider represents and warrants that it is not subject to any sanctions or denied-party listings that would prohibit performance under this Agreement, and agrees to notify Client promptly if such status changes.

LIMITATION OF LIABILITY

Except for breach of confidentiality, gross negligence, willful misconduct, or liability arising under applicable product liability or data protection law, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages. The aggregate liability of each party for claims arising under or relating to this Agreement shall not exceed the total amounts actually paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

NOTICES

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

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the dispute shall be resolved by arbitration or litigation as selected by the parties:

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments executed by the parties, 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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, agency, partnership or joint venture relationship.

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