International Business Contract

INTERNATIONAL BUSINESS CONTRACT

This International Business Contract (the "Agreement") is made and entered into as of by and between Party A: with primary address at , and Party B: with primary address at .

WHEREAS

WHEREAS, Party A is engaged in the business of supplying goods and/or services as described below and possesses the necessary expertise, facilities and personnel to perform international transactions subject to applicable laws and agreed commercial terms;

WHEREAS, Party B seeks to retain Party A to provide certain goods and/or services in accordance with the terms and conditions set forth in this Agreement, and Party A is willing to provide such goods and/or services on those terms;

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

SCOPE OF WORK

The parties agree that the goods and services to be provided shall conform to the specifications set forth above, and that delivery, packaging, customs clearance and inspection procedures shall be as mutually agreed and recorded in writing. Any modification to the Scope of Work shall require prior written consent of both parties.

PAYMENT TERMS

Unless otherwise specified in the payment schedule, invoices shall be issued in accordance with the milestones described above. Payment shall be due within days of invoice date. All payments shall be made in cleared funds to the receiving party's nominated bank account.

In addition to the late fee specified above, the non-defaulting party shall be entitled to recover reasonable collection costs, including legal fees, and interest on unpaid amounts to the fullest extent permitted by applicable law.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Either party may terminate immediately for insolvency, bankruptcy, or unlawful conduct materially affecting performance.

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement 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 reasonably should be understood to be confidential. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take commercially reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that is or becomes public other than by breach of this Agreement, or that is lawfully obtained from a third party.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy tangible Confidential Information and certify deletion of electronic copies, except where retention is required by law, in which case the information shall remain subject to these confidentiality obligations to the maximum extent permitted.

COMPLIANCE, EXPORTS & SANCTIONS

Each party represents and warrants that it shall comply with all applicable export controls, trade sanctions, customs and import laws, and other laws and regulations applicable to the performance of its obligations under this Agreement. Neither party shall export, re-export, transfer or otherwise dispose of any technical data, goods or services except in full compliance with applicable laws and with all required authorizations.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, fraud, or breach of confidentiality, in no event shall either party be liable to the other for consequential, special, incidental, punitive or indirect damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for claims arising out of or in connection with this Agreement shall not exceed the amount actually paid under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties cannot resolve the dispute by negotiation within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with the arbitration rules mutually agreed in writing by the parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any appendices, schedules and executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or delegate any rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided that such successor assumes all obligations hereunder.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other in accordance with this Section.

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