Trading Term Agreement

TRADING TERM AGREEMENT

This Trading Term Agreement ("Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Party A is engaged in the business of supplying goods and/or commodities and has the capacity to sell and deliver such goods on trade terms;

WHEREAS, Party B desires to purchase such goods from Party A on the trading terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing orders, delivery, invoicing, payment, and confidentiality.

SCOPE OF WORK

Party A shall supply and Party B shall purchase the goods described below in accordance with the terms of this Agreement. The specific goods, quantities, delivery schedules, quality specifications and acceptance criteria will be governed by individual purchase orders issued under this Agreement and accepted in writing by Party A.

PAYMENT TERMS

Currency for all payments shall be:

Late payment shall incur a late fee of on unpaid balances calculated monthly, and the prevailing collection costs and attorneys' fees associated with recovery of overdue amounts shall be borne by the defaulting party.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues 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 provided at least prior to the effective date of termination. Either party may terminate for material breach if the other party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach with reasonable particularity.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, pricing, technical, financial, customer and trade information disclosed by a disclosing party to the receiving party in connection with this Agreement. The receiving party shall: (a) hold Confidential Information in strict confidence and take reasonable steps to protect it from unauthorized disclosure; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) disclose Confidential Information only to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is received by the receiving party from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent required by law or by a binding order of a court or governmental authority, provided that the receiving party provides prompt written notice to the disclosing party to permit the disclosing party to seek protective relief.

LIMITATION OF LIABILITY

Neither party shall be liable for incidental, consequential, punitive or special damages arising out of or related to this Agreement, whether in contract, tort or otherwise, except for liability arising from gross negligence, willful misconduct, or claims of personal injury or property damage for which the responsible party is liable. The aggregate liability of each party for any claim arising out of this Agreement shall not exceed the total amounts actually paid by Party B to Party A under this Agreement in the twelve (12) months preceding the claim.

NOTICES

All notices, requests, consents, claims, demands and other communications under this Agreement must be in writing and delivered to the addresses set forth below (or to such other address that a party may designate by notice):

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any purchase orders expressly accepted by Party A in writing, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement will be effective unless made in writing and signed by 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. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

The headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision.

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