Trade Agreement USMCA

TRADE AGREEMENT USMCA

This Trade Agreement USMCA (the "Agreement") is entered into as of Effective Date: by and between Party A: with principal place of business at , and Party B: with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the manufacture, sale or distribution of goods described as:

WHEREAS, Party B desires to purchase, import, export and otherwise trade in such goods and to obtain preferential tariff treatment, where eligible, under the United States–Mexico–Canada Agreement (USMCA) subject to the terms set forth herein; and

WHEREAS, the parties intend to allocate responsibilities for origin determination, certification, recordkeeping, and cooperation in respect of customs compliance to facilitate lawful cross-border trade under the USMCA.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Customs Authorities" means the competent customs or border authorities of the United States, Mexico or Canada. "Certificate of Origin" means the written or electronic documentation required by USMCA to claim preferential tariff treatment. "Covered Goods" means the products described in the Products Schedule incorporated in Section 2.

2. SCOPE OF PRODUCTS AND SALES

The parties agree that this Agreement governs trade in the Covered Goods between the parties for the Territory consisting of the United States, Mexico and Canada. The parties shall maintain a current Products Schedule setting forth tariff classifications, part numbers, and any special handling or origin requirements. Any additions or deletions to the Products Schedule shall be made in writing and signed by authorized representatives of both parties.

3. TERM; TERMINATION

This Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice specifying the breach or immediately for insolvency, bankruptcy filing, or a final order appointing a receiver for the other party.

4. COMPLIANCE WITH USMCA AND APPLICABLE LAWS

Each party represents, warrants and covenants that it shall comply with all applicable customs laws, rules of origin, export controls, sanctions, anti-corruption laws and other legal requirements applicable to the manufacture, sale, importation or exportation of the Covered Goods under USMCA. Each party shall maintain and produce upon request all documentation necessary to substantiate any claim for preferential tariff treatment.

5. ORIGIN DETERMINATION; CERTIFICATION

The parties shall cooperate to determine the origin of Covered Goods and to prepare and deliver, where required, Certificates of Origin or origin declarations. Responsibility for preparing and providing such documentation shall be allocated as follows:

Party A responsible for origin documentation: Party B responsible for origin documentation:

If a Certificate of Origin or other origin documentation is required, the producing party shall complete such documentation in accordance with USMCA requirements and shall retain copies for a period of years.

6. DUTIES, TAXES AND COST ALLOCATION

Unless otherwise agreed in writing, each party shall be responsible for customs duties, taxes, fees and other charges imposed in its country of importation. Any claim for reimbursement for duties or taxes paid in error must be made in writing within 180 days of payment and supported by appropriate documentation.

7. RECORDKEEPING AND AUDITS

Each party shall maintain complete and accurate records relating to the origin, value, and movement of Covered Goods and any certificates, declarations, invoices and customs entries. Upon reasonable prior notice, either party shall have the right to audit the other party's relevant records during regular business hours to verify compliance. Audit rights shall be exercised in a manner that minimizes disruption and protect confidential information.

Audit rights: permitted

8. CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any non-public business, technical or financial information received from the other party in connection with this Agreement, except as required by law or as necessary to obtain governmental approvals or to perform the obligations under this Agreement. The confidentiality obligations shall survive termination of this Agreement for a period of years.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all claims, liabilities, losses, fines, penalties, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of its representations, warranties or obligations under this Agreement, including failures to comply with USMCA origin rules or customs laws.

Liability cap (exclusive of breach of confidentiality, willful misconduct or gross negligence):

10. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for special, incidental, punitive or consequential damages, loss of profit or loss of business opportunity, whether in contract, tort or otherwise.

11. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within forty-five (45) days following the commencement of such negotiations, the dispute shall be resolved by arbitration administered in the English language in accordance with the commercial arbitration rules mutually agreed by the parties. If the parties cannot agree on arbitration rules within 30 days, disputes shall be resolved by binding arbitration under a commonly used international arbitration framework selected by agreement of the parties.

12. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses specified below for each party, or to such other address as shall be designated in writing by either party.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which constitutes an original, and all of which together constitute one and the same instrument.

14. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from forces beyond its reasonable control, including acts of God, governmental action, pandemics, strikes, wars, terrorism, or severe weather (a "Force Majeure Event"). The affected party shall provide prompt written notice of the Force Majeure Event and make reasonable efforts to resume performance.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles, except to the extent that mandatory provisions of USMCA or national law require otherwise. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with any Products Schedule and written amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

16. MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

Publicity: Neither party shall issue press releases or public announcements regarding this Agreement without the prior written consent of the other party, except as required by law.

CERTIFICATIONS AND ADDITIONAL TERMS

Each party certifies that the statements and information it provides under this Agreement, including any Certificates of Origin, shall be complete and accurate to the best of such party's knowledge. A party discovering an inaccuracy shall promptly notify the other and cooperate in corrective measures, including amendment of origin documentation and cooperation in claims before Customs Authorities.

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