Oil Purchase Document

OIL PURCHASE AGREEMENT

Parties and Contract Identification

Buyer Name:

Seller Name:

Contract Effective Date:   Contract Reference No.:

WHEREAS

WHEREAS, Seller is engaged in the business of producing and selling crude oil and/or refined oil products and is able to supply the quantities and grades described in this Agreement;

WHEREAS, Buyer desires to purchase and Seller desires to sell the oil specified herein on the terms and conditions set forth below;

WHEREAS, the parties intend by this Agreement to set forth the entire understanding between them relating to the purchase, delivery, quality, inspection and payment for the oil.

Scope of Supply

Product Grade/Specification:

Quantity, Price and Delivery

Payment Terms

Purchase Price Payable: Buyer shall pay Seller the amounts due under this Agreement in United States dollars as follows:

Late Payment: Any amount not paid when due shall accrue interest at (or the maximum allowed by law, if less) from the due date until paid in full. Buyer shall also be responsible for reasonable costs of collection, including attorneys' fees.

Inspection and Acceptance

Quality and quantity shall be determined at the delivery point by mutually agreed testing procedures. Buyer shall have calendar days from receipt of product to notify Seller of any non-conformity. Failure to timely notify shall constitute acceptance.

Term and Termination

Term: This Agreement commences on the Effective Date and continues until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice.

Confidentiality

Each party (the "Recipient") shall hold in confidence and shall not disclose to any third party any Confidential Information received from the other party (the "Discloser") except as required by law or as reasonably necessary for performance of this Agreement. Confidential Information includes commercial terms, pricing, volume, quality data, and business strategies, but does not include information that: (a) is or becomes public through no fault of Recipient; (b) was rightfully in Recipient's possession prior to disclosure; or (c) is independently developed by Recipient without use of Discloser's Confidential Information.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, or longer as required by applicable law with respect to trade secrets.

Liability; Indemnification

Each party shall indemnify and hold harmless the other party from and against liabilities, losses, damages and reasonable expenses (including attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of its representations and warranties under this Agreement. Neither party shall be liable for indirect, incidental, consequential, or punitive damages except for damages arising from gross negligence or willful misconduct.

Force Majeure

Neither party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, embargo, strikes, labor disputes, or governmental actions. The affected party shall provide prompt notice and take reasonable steps to mitigate the effect of the event.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration or litigation as selected by the parties hereafter in writing.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution and delivery of this Agreement and performance hereunder have been duly authorized by all necessary corporate or organizational action.

Entire Agreement; Amendments

This Agreement, including any attachments, exhibits and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, negotiations, proposals and communications, whether written or oral. No amendment or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as either party may designate in writing, and shall be deemed given upon personal delivery, nationally recognized overnight courier, or three (3) business days after deposit in the mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith replacement provisions that achieve the original economic intent to the extent possible.

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