Oil Supply Agreement

OIL SUPPLY AGREEMENT

Parties

This Oil Supply Agreement (the Agreement) is entered into by and between:

Recitals

WHEREAS, Supplier is engaged in the business of sourcing, producing and selling crude oil and petroleum products and has the capacity and authorization to supply such products to third parties; and

WHEREAS, Buyer desires to purchase, and Supplier desires to sell and deliver, crude oil specified in this Agreement on the terms and conditions set forth herein; and

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

Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Product" means the oil described in Section 3; "Delivery Point" means the location specified by Buyer in writing at which Supplier shall deliver the Product; "Business Day" means a day other than Saturday, Sunday or a public holiday in the governing jurisdiction.

Scope of Work

Supplier will supply and deliver the Product to Buyer in accordance with the specifications, quantities and schedules set forth below. Supplier shall procure and supply Product meeting the quality and testing requirements described in this Agreement.

Quality, Inspection and Title

Supplier warrants that all Product delivered under this Agreement shall conform to the specifications set forth in Section 3. Buyer shall have the right to inspect and sample Product at the Delivery Point. Title and risk of loss shall transfer to Buyer upon completion of delivery at the agreed Delivery Point, subject to any retained security interest expressly reserved herein.

Payment Terms

Buyer shall pay Supplier for the Product in accordance with the following terms:

Any undisputed amount not paid when due shall bear interest at the rate of % per month (or the maximum lawful rate, if lower), calculated daily from the due date until paid in full.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice specifying the breach. Termination shall not relieve Buyer of payment obligations for Product delivered prior to termination.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Agreement (Confidential Information). Confidential Information shall not include information which (i) is or becomes generally available to the public other than by a breach of this Agreement, (ii) was already lawfully known to the receiving party prior to disclosure, or (iii) is independently developed by the receiving party without use of or reference to Confidential Information. The receiving party shall not disclose Confidential Information to any third party except its employees, agents or advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination of this Agreement for a period of years.

Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, embargoes, governmental action, labor disputes, pandemics, fire, flood or severe weather (Force Majeure). The affected party shall give prompt written notice to the other party and shall use commercially reasonable efforts to mitigate the effect of the Force Majeure event.

Indemnity and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its negligence, willful misconduct or breach of this Agreement. Except for liability arising from willful misconduct, gross negligence, fraud or indemnification obligations, each party's aggregate liability under this Agreement shall not exceed the total amounts paid or payable by Buyer to Supplier under this Agreement in the twelve (12) months preceding the claim.

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 law principles. Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiations between senior executives, and if unresolved within thirty (30) days, by binding arbitration conducted in the agreed jurisdiction unless the parties mutually agree otherwise in writing.

Entire Agreement

This Agreement, including all schedules, purchase orders and written amendments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, negotiations, understandings and agreements, whether written or oral.

Notices

All notices shall be in writing and delivered to the addresses set forth above (or to such other address as a party may designate by written notice) by certified mail, courier, or email with confirmed receipt. Notices are effective upon receipt.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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