Trade Agreement Template

TRADE AGREEMENT

Parties and Effective Date

This Trade Agreement ("Agreement") is entered into on by and between , with principal place of business at (hereinafter "Seller"), and , with principal place of business at (hereinafter "Buyer").

Recitals

WHEREAS, Seller is engaged in the business of manufacturing or supplying goods and has represented that it is able to sell certain goods described herein under the terms of this Agreement; and

WHEREAS, Buyer desires to purchase and resell or otherwise trade such goods on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other terms governing their trade relationship.

Scope of Work

Payment Terms

Total consideration for the goods and services supplied under this Agreement shall be (USD), subject to adjustments as expressly provided herein.

Payment is due within days after invoice date, unless otherwise agreed in writing. Late payments shall accrue interest at per month, subject to a minimum late fee of .

Term and Termination

This Agreement shall commence on the Effective Date specified above and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause by providing the other party with days' prior written notice.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether in writing, orally, or by inspection, including pricing, customer lists, specifications, samples, and business plans. Each recipient shall (i) hold Confidential Information in strict confidence, (ii) use it only for performance of this Agreement, and (iii) not disclose it to any third party except to employees or contractors who need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. The obligations set forth herein shall not apply to information that (a) is or becomes public through no breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of Confidential Information.

Warranties and Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Seller warrants that the goods supplied will materially conform to the specifications set forth in the Scope of Work for a period of ninety (90) days from delivery. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Delivery; Title and Risk of Loss

Unless otherwise agreed in writing, delivery terms shall be FOB Seller's shipping point. Title and risk of loss shall pass to Buyer upon delivery to the carrier, unless the parties expressly agree otherwise in writing. Buyer is responsible for insurance and import/export compliance where applicable.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its choice of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, either party may pursue remedies in the state or federal courts located in the state named above.

Entire Agreement; Amendments

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

Notices

Miscellaneous

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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