Seafood Business Document

SEAFOOD BUSINESS AGREEMENT

Parties

This Agreement is entered into as of the effective date below between:

Recitals

WHEREAS, Supplier is engaged in the harvesting, processing, and sale of seafood products, including but not limited to shellfish, finfish, and prepared seafood; and

WHEREAS, Buyer desires to purchase certain seafood products from Supplier for resale or use in Buyer’s business operations under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to product specifications, delivery, payment, quality assurance, recall cooperation, and confidentiality.

Scope of Work / Product Specifications

Supplier shall supply and Buyer shall purchase the seafood products described below in accordance with the specifications, quantities, packaging, and delivery schedule set forth. Product specifications shall include origin, species, size/grade, temperature control requirements, and any required handling instructions.

Delivery and Inspection

Delivery shall be FCA (Seller’s facility) unless otherwise specified in writing. Title and risk of loss shall pass in accordance with the agreed trade term. Buyer shall inspect each shipment promptly upon receipt and shall notify Supplier in writing of any nonconformity within days of delivery.

Supplier warrants that all products delivered under this Agreement shall meet the specifications, be fit for human consumption, and comply with all applicable food safety laws and regulations. Buyer’s acceptance of nonconforming goods shall not constitute a waiver of Supplier’s obligations.

Payment Terms

Buyer shall pay Supplier the amounts due as set forth below. Payment shall be made in the currency agreed by the parties and to the account specified by Supplier.

Overdue payments shall accrue interest at a rate of % per month, or the maximum rate permitted by law, whichever is lower. Buyer shall be responsible for reasonable collection costs and attorneys’ fees incurred by Supplier in the enforcement of unpaid amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days’ prior written notice to the other party. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public business, technical, financial, product, and marketing information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, that a reasonable person would understand to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party’s possession prior to receipt from the disclosing party; or (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

The receiving party shall hold in confidence and not disclose or use any Confidential Information except as necessary to perform its obligations under this Agreement. The receiving party may disclose Confidential Information to its employees, agents, or contractors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those in this Agreement.

Recalls and Food Safety Cooperation

In the event of a food safety concern, contamination, or recall involving products supplied under this Agreement, Supplier shall promptly notify Buyer and cooperate fully in recall activities, including providing lot codes, shipment records, and technical assistance. Costs associated with recalls caused by Supplier’s breach of warranty or negligence shall be borne by Supplier.

Insurance and Indemnification

Supplier shall maintain, at its expense, commercial general liability insurance, product liability insurance, and marine or transport insurance as applicable, with limits sufficient to cover claims arising from the supply and distribution of seafood products. Upon request, Supplier shall provide certificates of insurance to Buyer.

Supplier shall indemnify, defend, and hold Buyer harmless from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of Supplier’s breach of this Agreement, product defects, contamination, or violation of applicable food safety laws.

Compliance with Laws and Permits

Each party shall obtain and maintain all licenses, permits, registrations and approvals required for its performance under this Agreement. Supplier represents and warrants that it will comply with all applicable laws, regulations, and industry standards governing seafood harvest, handling, processing, labeling, and transportation.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or Supplier’s breach of warranty or indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive, or special damages, including lost profits.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

Entire Agreement; Amendments

This Agreement, together with any exhibits or purchase orders expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment or modification must be 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 set forth below by hand, recognized courier, or certified mail (return receipt requested) and shall be effective upon receipt.

Representations and Warranties

Each party represents that it has the full power and authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any other agreement to which it is a party. Supplier further represents and warrants that products supplied will comply with all labeling, origin, and traceability requirements applicable to seafood products.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest.

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