Legal Drawback Agreement

LEGAL DRAWBACK AGREEMENT

This Legal Drawback Agreement ("Agreement") is entered into as of by and between , an entity organized as Corporation LLC Individual , with principal place of business at (the "Claimant"); and , an entity organized as Corporation LLC Individual , with principal place of business at (the "Service Provider"). Claimant and Service Provider are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Claimant periodically imports merchandise subject to customs duties and taxes and may be entitled, under applicable law, to drawback or refund of duties and taxes (collectively, "Drawback") for exported or destroyed imported goods, unused merchandise, or substituted merchandise;

WHEREAS, Service Provider is engaged in the business of preparing, filing, and prosecuting drawback claims with the appropriate customs authorities and has the experience, knowledge, and personnel to prepare and prosecute such claims in accordance with Applicable Laws; and

WHEREAS, Claimant desires to retain Service Provider to prepare, file, and prosecute Drawback claims on Claimant's behalf, and Service Provider desires to accept such retention on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement:

"Applicable Laws" means the statutory provisions, regulations, rulings, and binding administrative guidance governing drawback claims, refunds, duties, and customs procedures as in effect from time to time.

"Claim" or "Drawback Claim" means any application or submission to a customs or revenue authority seeking refund, abatement, or drawback of duties, taxes, fees, or charges paid or payable on imported merchandise.

"Claim Documents" means the records, invoices, bills of lading, entries, proofs of export, destruction certificates, manufacturing records, affidavits, and any other documents required to support a Drawback Claim.

2. APPOINTMENT; SCOPE OF ENGAGEMENT

Claimant hereby appoints Service Provider as Claimant's non-exclusive agent to prepare, file, present, prosecute, and if necessary, appeal Drawback Claims before the appropriate customs or revenue authorities, and Service Provider accepts such appointment. Service Provider's engagement is limited to the services expressly set forth in this Agreement and does not include representation in criminal proceedings or in matters outside the preparation and prosecution of Drawback Claims absent a separate written engagement.

3. OBLIGATIONS OF THE PARTIES

3.1 Service Provider shall diligently prepare and file Drawback Claims in accordance with Applicable Laws, shall use commercially reasonable efforts to obtain refunds, and shall keep Claimant reasonably informed of material developments.

3.2 Claimant shall promptly provide, at Claimant's expense, all Claim Documents and other information necessary for the preparation, prosecution, and substantiation of Drawback Claims. Claimant certifies that all information and documents provided are accurate, complete, and authentic to the best of Claimant's knowledge.

3.3 Claimant shall cooperate with Service Provider during audits, examinations, or inquiries by customs authorities and shall grant Service Provider reasonable access to records and employees for the purpose of preparing or defending Claims.

4. FEE, PAYMENT, AND ALLOCATION

4.1 As consideration for services under this Agreement, Claimant shall pay Service Provider a fee calculated as % of recovered Drawback amounts actually received by Claimant ("Contingent Fee"), unless the Parties agree in writing to a fixed fee for specified matters. The Contingent Fee shall apply to the net Drawback amount after reduction for duties, assessments, or offsets imposed by the customs authority.

4.2 Service Provider shall invoice Claimant for fees and documented out-of-pocket expenses, including but not limited to filing fees, courier charges, and record retrieval costs. Invoices are due within days of receipt. Late payments shall accrue interest at a rate of % per month or the maximum permitted by law, whichever is less.

5. PAYMENT PROCESSING AND HOLDING

5.1 If Drawback refunds are issued by check or electronic transfer to Service Provider, Service Provider shall promptly notify Claimant and shall remit Claimant's net recovery, after deduction of fees and expenses, within business days of receipt.

5.2 Service Provider agrees to hold any funds received on behalf of Claimant in a segregated account and to account to Claimant with reasonable detail regarding amounts, deductions, and remittance dates.

6. RECORDKEEPING; AUDIT; RETENTION

6.1 Claimant shall retain Claim Documents and supporting records for a period of years from the date of filing of each Drawback Claim or for such longer period as required by Applicable Laws.

6.2 Service Provider shall have the right to inspect, copy, and rely upon Claimant's records to the extent reasonably necessary to prepare or defend Drawback Claims. Claimant shall permit reasonable audits by Service Provider and by customs authorities, and shall promptly provide any records requested in writing.

7. REPRESENTATIONS AND WARRANTIES

7.1 Claimant represents and warrants that: (a) it has the authority to engage Service Provider and to provide the Claim Documents; (b) the information and documents provided to Service Provider are true, complete, and not misleading; and (c) no material facts have been omitted that would render any submission inaccurate.

7.2 Service Provider represents and warrants that it will perform services in a professional manner and in compliance with Applicable Laws and shall not knowingly submit false or fraudulent documentation on behalf of Claimant.

8. INDEMNIFICATION

8.1 Claimant agrees to indemnify, defend, and hold harmless Service Provider and its officers, employees, and agents from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) material inaccuracies or omissions in Claimant's representations or Claim Documents; (b) Claimant's failure to comply with Applicable Laws; or (c) any claim by a third party relating to Claimant's title to goods or rights to pursue Drawback.

8.2 Service Provider shall indemnify Claimant for losses resulting from Service Provider's gross negligence or willful misconduct in the performance of services under this Agreement, subject to the limitations of liability set forth herein.

9. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or fraud, neither Party shall be liable to the other for indirect, incidental, consequential, punitive or special damages, nor for loss of profits or business interruption. The aggregate liability of either Party for direct damages arising out of this Agreement shall not exceed the total fees paid to Service Provider under this Agreement for the Claim giving rise to such liability.

10. CONFIDENTIALITY

Each Party shall maintain in confidence and not disclose to any third party any non-public information provided by the other Party in connection with this Agreement, except to the extent disclosure is required by Applicable Laws, by a competent authority, or is necessary to prosecute or defend a Drawback Claim. Confidential information shall be used solely for the purposes of fulfilling obligations under this Agreement.

11. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the Parties at the addresses set forth below or to such other address as a Party may designate by written notice.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right or remedy will operate as a waiver thereof. This Agreement may be executed in counterparts and by electronic signature, each of which will be deemed an original but all of which together will constitute one and the same instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles. Governing Law Jurisdiction:

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS PROVISIONS

14.1 Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or successor by operation of law.

14.2 Cooperation with Authorities: Both Parties acknowledge that customs or revenue authorities may request additional information; the Parties agree to cooperate in good faith with such requests and to amend claims if required by law or by a final administrative determination.

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