Tobacco Sales Agreement

TOBACCO SALES AGREEMENT

Parties

Seller Name:

Corporation LLC Individual

Purchaser Name:

Corporation LLC Individual

Recitals

WHEREAS, Seller is engaged in the lawful manufacture, distribution or wholesale of tobacco products and holds such permits and licenses as required by applicable law; and

WHEREAS, Purchaser desires to purchase and Seller desires to sell certain tobacco products under the terms and conditions set forth in this Agreement effective as of the Effective Date: .

WHEREAS, the parties intend that all sales and deliveries hereunder will comply with applicable federal, state and local laws and regulations governing the sale, labeling, taxation and distribution of tobacco products.

Scope of Products and Services

Payment Terms

Purchase Price (per unit or agreed lot): $    Estimated Total Amount: $

Payment Schedule:

Deposit Amount (if any): $     Payment Method:

Late Payment Fee: . Purchaser shall be responsible for reasonable collection costs and attorney fees incurred by Seller to collect overdue amounts.

Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the intended termination date. Material breach by either party that remains uncured for a period of thirty (30) days following written notice shall permit immediate termination by the non-breaching party.

Compliance, Representations and Warranties

Seller represents and warrants that all tobacco products sold hereunder shall comply with applicable federal, state and local statutes and regulations, including labeling, testing, packaging, taxation and product standards, and that Seller possesses all licenses required to sell and distribute the products. Seller further warrants that it will not supply products for delivery to any person or entity prohibited by law or to any purchaser who does not present required licenses or proof of age where applicable.

Purchaser represents and warrants that Purchaser will not resell or distribute the products in violation of any law and shall maintain all required permits and records. Purchaser shall ensure that sales to end consumers comply with age, taxation and labeling requirements.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential or proprietary information of the other party. Each party agrees to maintain such information in confidence, to use it solely for the purposes of performing under this Agreement, and not to disclose it to third parties except as required by law or with the prior written consent of the disclosing party. Confidential information does not include information that is or becomes public through no fault of the receiving party or is independently developed by the receiving party without reference to the disclosing party's confidential information.

Indemnification and Insurance

Each party shall indemnify, defend and hold harmless the other party, its officers, directors and affiliates from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or failure to comply with applicable law. Seller shall maintain general liability and product liability insurance adequate for the risks associated with the manufacture and distribution of tobacco products.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, government action, strikes, shortages of raw materials, or transportation interruptions. The affected party shall promptly notify the other party of the occurrence and use commercially reasonable efforts to resume performance.

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. Venue for any dispute arising out of this Agreement shall lie exclusively in the state or federal courts located in that state.

Entire Agreement; Amendments

This Agreement, together with any schedules or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, negotiations and agreements. No amendment to this Agreement 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 shall be delivered by hand, overnight courier, or certified mail to the addresses set forth above or to such other address as a party may designate in writing.

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