Trade Agreement CUSMA Package

TRADE AGREEMENT CUSMA PACKAGE

Parties

Recitals

WHEREAS the Exporter is engaged in the preparation and assembly of a CUSMA trade compliance package, including but not limited to origin determinations, certificates of origin, supporting producer documentation and related advisory services; and

WHEREAS the Importer requires the Exporter to prepare and deliver a complete Trade Agreement CUSMA Package in respect of specified goods for preferential treatment under the Canada–United States–Mexico Agreement (CUSMA) and to provide certifications, declarations and cooperation necessary for customs filings and audits; and

WHEREAS the Parties wish to set forth the terms governing the Exporter’s preparation, delivery and limited certification services and the Importer’s obligations to pay, cooperate and maintain necessary records.

Scope of Work

The Exporter shall prepare origin determinations and a complete package which may include: Producer Declarations, blanket or transaction-specific Certificates of Origin, supporting invoices, bills of materials, manufacturing/production statements, and any written explanation of methodology used to determine origin. The Exporter shall use reasonable commercial efforts to verify information supplied by the Importer or producers but does not warrant third-party information beyond representations expressly provided by such third parties.

Payment Terms

All fees are exclusive of applicable taxes, duties and disbursements. If payment is not received when due, the Exporter may suspend work and assess the late payment fee stated above. The Importer shall reimburse Exporter for reasonable collection costs, including legal fees, if payment is not made when due.

Term and Termination

This Agreement commences on the Effective Date: Effective Date: and continues until completion of the scope of work or until End Date: , unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party given at least days prior to the proposed termination date. Either Party may terminate immediately for material breach by the other Party if such breach is not cured within 15 days after written notice specifying the breach.

Upon termination the Importer will pay Exporter for work performed up to the effective date of termination and for reasonable wind-down costs incurred by Exporter.

Confidentiality

Each Party agrees that all non-public business, technical and trade information disclosed by the other Party in connection with this Agreement and labeled or reasonably understood to be confidential shall be held in confidence and used solely to perform its obligations under this Agreement. Confidential information does not include information that is or becomes publicly known other than by breach of this Agreement, or is rightfully received from a third party without restriction. Each Party shall take commercially reasonable measures to protect confidential information and shall limit disclosure to employees, agents and permitted subcontractors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

CUSMA Compliance; Records and Audit

The Parties acknowledge that preferential treatment under CUSMA is conditioned upon accurate origin determinations and maintenance of supporting documentation. The Importer shall provide Exporter with full and accurate information regarding materials, their origins, tariff classifications and producer identities. The Exporter shall prepare origin documentation in accordance with representations received and the applicable CUSMA origin rules. The Importer represents and warrants that it will not use CUSMA declarations for goods that do not meet the origin criteria.

The Importer and Exporter shall retain all records supporting origin determinations, certificates of origin, and related transactions for a minimum of five years, or longer if required by applicable law, and shall provide access to these records to each other and to competent customs authorities upon reasonable request. The Exporter may, at its expense, engage independent auditors to verify materials and production statements if reasonably necessary to substantiate origin determinations.

The Importer agrees to indemnify and hold harmless the Exporter from and against any fines, penalties, duties, taxes, or costs arising from inaccurate or incomplete information provided by the Importer or third-party producers, except to the extent caused by Exporter's gross negligence or willful misconduct.

Representations and Warranties

Each Party represents that it has full power and authority to enter into this Agreement and that execution and performance of this Agreement will not violate any other agreement or legal obligation. The Exporter represents that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct or indemnities for customs duties and penalties caused by inaccurate information provided by the Importer, neither Party shall be liable for indirect, special, incidental or consequential damages, and the cumulative liability of either Party for claims arising out of this Agreement shall not exceed the fees paid by the Importer to the Exporter under this Agreement for the specific matter giving rise to the claim.

Notices

All notices under this Agreement must be in writing and delivered by hand, certified mail, courier or email to the addresses set out below or to such other address as a Party may designate in writing.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: . The Parties shall attempt to resolve disputes in good faith through negotiation for a period of 30 days prior to initiating litigation. Nothing in this clause prevents either Party from seeking injunctive relief.

Entire Agreement

This Agreement, including any attachments and the specific CUSMA package documents prepared hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or waiver must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency between them.

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