Legal FTA Agreement

LEGAL FTA AGREEMENT

This Framework Trade Agreement ("Agreement") is made as of Effective Date: by and between Party A: , with principal place of business at ; and Party B: , with principal place of business at .

Each of the foregoing entities is sometimes referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A and Party B desire to establish a framework for the sale, purchase, and cross-border transfer of certain goods and related services, to facilitate predictable commercial terms and compliance with applicable trade, customs and export control laws; and

WHEREAS, the Parties intend to set forth the essential terms, representations, obligations and procedures to govern transactions entered into under this Framework Trade Agreement ("FTA") so as to allocate risks, responsibilities and remedies between the Parties; and

WHEREAS, the Parties each represent that they have the authority to enter into this Agreement and to perform their respective obligations hereunder.

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

1. DEFINITIONS

1.1 "Agreement" means this Legal FTA Agreement, including all exhibits and purchase documents incorporated herein.

1.2 "Goods" means the products, components and deliverables specified in individual Transaction Statements entered into under this Agreement.

1.3 "Transaction Statement" means a written statement or purchase order executed by authorized representatives of both Parties that specifies quantities, pricing, delivery terms and applicable commercial terms for a particular shipment or series of shipments.

2. SCOPE OF AGREEMENT

2.1 Subject to the terms and conditions of this Agreement, Party A agrees to sell and Party B agrees to purchase Goods as set forth in Transaction Statements. Each Transaction Statement shall specify: a description of Goods, quantity, unit price, delivery schedule, Incoterm or shipping terms, and payment terms.

2.2 Transaction Statements shall reference this Agreement and, unless expressly modified, the terms of this Agreement shall govern any inconsistency between this Agreement and a Transaction Statement.

3. TRADE COMPLIANCE; CUSTOMS; EXPORT CONTROLS

3.1 Each Party shall comply with all applicable export control, customs, import, anti-boycott and economic sanctions laws and regulations. Each Party shall obtain and maintain all permits, licenses, and certificates required to perform its obligations hereunder.

3.2 The Parties shall cooperate in good faith to provide accurate country-of-origin, tariff classification, valuation and other documentation required for customs clearance. Party responsible for export shall provide any certificate of origin or other origin documentation reasonably requested by the importing Party to obtain preferential treatment where applicable.

4. PRICE, INVOICING AND PAYMENT

4.1 Prices for Goods shall be as stated in the applicable Transaction Statement. Unless otherwise agreed, all amounts are exclusive of taxes, duties and fees, which shall be borne as specified in the Transaction Statement or as required by law.

4.2 Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and the non-defaulting Party shall be entitled to recover reasonable costs of collection.

5. DELIVERY; TITLE; RISK OF LOSS

5.1 Delivery terms for each Transaction Statement shall determine the allocation of risk and the transfer of title. Unless otherwise specified, title and risk of loss pass in accordance with the agreed Incoterm at the named place of delivery.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party represents and warrants that: (a) it is duly organized and validly existing under applicable law; (b) it has full power and authority to enter into and perform this Agreement; and (c) execution and performance will not violate any material agreement or applicable law.

6.2 Seller warrants that, at the time of delivery, Goods will conform to the specifications set forth in the applicable Transaction Statement and will be free from defects in material and workmanship for a period specified in the Transaction Statement.

7. CONFIDENTIALITY

7.1 "Confidential Information" means nonpublic information disclosed by one Party to the other, whether orally, in writing or electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

7.2 Receiving Party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information; (b) not disclose Confidential Information to third parties except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations; and (c) use Confidential Information only to perform under this Agreement.

8. INTELLECTUAL PROPERTY

8.1 Each Party retains all right, title and interest in its pre-existing intellectual property. No license or right in any intellectual property is granted except as expressly set forth in this Agreement or a Transaction Statement.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party from and against claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or violation of law.

9.2 Except for liability arising from indemnities for third-party claims, willful misconduct or gross negligence, neither Party shall be liable to the other for consequential, incidental, punitive or special damages, and the aggregate liability shall not exceed the limitation set forth above.

10. AUDIT AND RECORDS

10.1 Each Party shall maintain complete and accurate records relating to performance under this Agreement for a period of three (3) years following termination. Upon reasonable prior notice, the non-requesting Party shall permit audit and inspection by the other Party or its designated auditor for the sole purpose of verifying compliance with the Agreement.

11. TERM AND TERMINATION

11.1 This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated in accordance with this Section.

11.2 Either Party may terminate this Agreement for material breach by the other Party that remains uncured after written notice. Termination shall be without prejudice to remedies accrued prior to termination.

12. FORCE MAJEURE

12.1 Neither Party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, government action, pandemics, natural disasters, or interruptions in supply. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to mitigate the effect of the force majeure event.

13. NOTICES

13.1 All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses specified below or to such other address as either Party may designate in writing in accordance with this Section.

14. AMENDMENT; WAIVER

14.1 No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver by either Party of any breach or default shall be deemed a waiver of any subsequent breach.

15. GOVERNING LAW; DISPUTE RESOLUTION

15.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflict of laws principles. The Parties shall first attempt in good faith to resolve any dispute through negotiation and, if unsuccessful, submit to the exclusive jurisdiction of the competent courts of the chosen jurisdiction.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

16.1 This Agreement, together with all Transaction Statements duly executed hereunder, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

16.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent to the greatest extent permitted by law.

16.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A signed copy delivered by electronic transmission shall be deemed an original for all purposes.

17. MISCELLANEOUS

17.1 Relationship of Parties. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

17.2 Assignment. Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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