International Trade Agreement

INTERNATIONAL TRADE AGREEMENT

This International Trade Agreement (the Agreement) is made and entered into as of Effective Date: by and between Party A: , an entity organized as , with its principal place of business at ; and Party B: , an entity organized as , with its principal place of business at (each a Party and collectively the Parties).

RECITALS

WHEREAS, Party A engages in the manufacture and sale of certain goods and/or provision of services described herein and desires to export and sell such goods and services to Party B pursuant to the terms of this Agreement; and

WHEREAS, Party B desires to purchase, import, distribute and resell such goods and/or procure such services in the Territory under the terms and conditions set forth below; and

WHEREAS, the Parties intend to establish commercial terms, allocation of risk, regulatory compliance obligations and dispute resolution procedures governing international transactions between them.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Goods" means the products identified in Exhibit A attached hereto and any replacements or substitutes agreed in writing. 1.2 "Services" means the services described in Exhibit B and any related support services. 1.3 "Territory" means the countries listed in Exhibit C and any additional territories agreed in writing by the Parties. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in applicable trade laws.

2. SCOPE OF TRANSACTIONS

2.1 Supply. Party A agrees to sell and deliver the Goods and provide the Services to Party B as specified in purchase orders accepted pursuant to this Agreement. 2.2 Exclusivity. The Parties may negotiate exclusivity in respect of specified products and territories; exclusive rights, if any, shall be set out in a written amendment to this Agreement.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated in accordance with this Section. 3.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any obligation and fails to cure within days after receipt of notice specifying the breach.

4. GOODS, PRICING AND PAYMENT

4.1 Price. Prices for Goods and Services shall be as set forth in purchase orders accepted by Party A and shall be denominated in . 4.2 Payment Terms. Unless otherwise agreed in writing, Party B shall pay invoices within days from invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. DELIVERY, TRANSFER OF RISK AND INSPECTION

5.1 Delivery Terms. Delivery shall be made in accordance with the Incoterm specified in the accepted purchase order. Applicable Incoterm: . 5.2 Risk of Loss. Unless otherwise agreed, risk of loss transfers to Party B upon delivery in accordance with the chosen Incoterm. 5.3 Inspection. Party B shall inspect all Goods upon receipt and shall notify Party A in writing of any nonconformity within days.

6. EXPORT, IMPORT AND COMPLIANCE

6.1 Compliance with Laws. Each Party shall comply with all applicable export, import, customs, anti-corruption, anti-bribery and trade control laws and regulations. 6.2 Licenses and Approvals. The Party required by law to obtain export or import licenses shall obtain such licenses at its expense and shall provide reasonable cooperation to the other Party.

7. CONFIDENTIALITY

7.1 Confidential Information. Each Party shall hold in confidence and not disclose any non-public business or technical information designated as confidential or which reasonably should be understood to be confidential. 7.2 Exceptions. Confidentiality obligations shall not apply to information that is publicly known, already in the receiving Party's possession, independently developed, or required to be disclosed by law, provided the disclosing Party is given prior notice where legally permissible.

8. INTELLECTUAL PROPERTY

8.1 Ownership. All intellectual property rights owned or developed by a Party prior to or independently of this Agreement remain the sole property of that Party. 8.2 License. To the extent necessary for the performance of this Agreement, the owning Party grants the other a limited, non-exclusive, non-transferable license to use the specified intellectual property solely for the purpose contemplated herein and only for the Term.

9. INDEMNIFICATION

Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any third-party claims, liabilities, losses, damages and expenses arising out of (a) breach of this Agreement by the Indemnifying Party, (b) negligence or willful misconduct of the Indemnifying Party, and (c) violation by the Indemnifying Party of applicable law, unless such claims arise solely from the Indemnified Party’s gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

Except for liabilities arising from willful misconduct, gross negligence, intellectual property infringement or indemnification obligations, neither Party shall be liable to the other for indirect, incidental, consequential, punitive or exemplary damages. The aggregate liability of either Party for direct damages shall not exceed the total amount paid or payable by Party B under the applicable purchase order giving rise to the claim.

11. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, embargoes, floods, strikes, pandemics or governmental actions. The affected Party shall promptly notify the other and use commercially reasonable efforts to resume performance.

12. TAXES, DUTIES AND INSURANCE

Each Party shall be responsible for its own local taxes unless otherwise specified. Party B shall bear import duties, customs charges and local taxes in the Territory unless the Parties agree in writing otherwise. Each Party shall maintain insurance appropriate to its obligations and the risks it bears under this Agreement and shall provide certificates of insurance upon request.

13. AUDIT AND RECORDS

Each Party shall keep complete and accurate records relating to transactions under this Agreement for a period of at least years and shall permit the other Party, upon reasonable notice, to audit such records during normal business hours to verify compliance.

14. DISPUTE RESOLUTION AND GOVERNING LAW

14.1 Negotiation. The Parties shall first attempt to resolve disputes through good faith negotiation. 14.2 Arbitration. If unresolved within days, disputes shall be finally resolved by binding arbitration conducted under the rules agreed by the Parties at the time of arbitration. The seat of arbitration shall be and the language of the proceedings shall be .

14.3 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive law of , without regard to conflict of laws principles.

15. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or by internationally recognized courier service to the addresses set forth above or to such other address as a Party may designate in writing.

16. ASSIGNMENT, AMENDMENT AND WAIVER

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to a successor by merger or sale of substantially all assets. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.

17. SEVERABILITY; ENTIRE AGREEMENT

If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. This Agreement, together with all exhibits and accepted purchase orders expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be deemed originals for all purposes.

EXHIBITS AND SCHEDULES

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