Free Trade Agreement

This Trade Agreement ("Agreement") is made and entered into on January 1, 2059 by and between:

• [YOUR COMPANY NAME], a company organized and existing under the laws of the United States, having its principal office at [YOUR COMPANY ADDRESS] (hereinafter referred to as "Party A").

• BlueLeaf, a company organized and existing under the laws of Florida, having its principal office at Miami, FL 33101 (hereinafter referred to as "Party B").

WHEREAS, Party A and Party B wish to establish a mutually beneficial business relationship to engage in the trade of goods and/or services under the terms and conditions set forth below.

NOW, THEREFORE, the Parties agree as follows:

I. DEFINITIONS

1. Goods/Services: Products or services to be traded as specified in Schedule A of this Agreement.

2. Effective Date: The date on which this Agreement comes into force as specified above.

3. Territory: The geographic area where this Agreement applies, as defined in Schedule B.

4. Confidential Information: Any non-public information disclosed by one Party to the other under this Agreement.

II. SCOPE OF AGREEMENT

1. Purpose: The purpose of this Agreement is to define the terms and conditions under which Party A will sell and Party B will purchase the agreed Goods/Services.

2. Exclusivity: This agreement is non-exclusive.

3. Quantities: The volume and specifications of Goods/Services shall be detailed in Schedule C.

III. TERMS OF TRADE

1. Pricing: Prices for the Goods/Services shall be outlined in Schedule D and are subject to adjustment as mutually agreed.

2. Payment Terms: Payments shall be made via wire transfer within 30 days of invoice issuance. Late payments will incur a penalty of 1.5% per month on the outstanding amount.

3. Delivery Terms: Deliveries shall be made FOB (Free On Board) to the location specified in Schedule E.

4. Inspection and Acceptance: Party B shall have 10 days to inspect Goods/Services upon receipt and notify Party A of any defects or discrepancies.

IV. OBLIGATIONS OF THE PARTIES

1. Party A Responsibilities:

   • Ensure the quality and timely delivery of Goods/Services.

   • Provide all necessary documentation, including invoices, certificates, and manuals.

2. Party B Responsibilities:

   • Make payments as specified in this Agreement.

   • Notify Party A of any issues with Goods/Services within the inspection period.

V. CONFIDENTIALITY

1. Both Parties agree to maintain the confidentiality of all Confidential Information received during the term of this Agreement.

2. Confidential Information shall not be disclosed to any third party without prior written consent.

3. This obligation shall survive the termination of this Agreement for a period of 3 years.

VI. REPRESENTATIONS AND WARRANTIES

1. Each Party represents and warrants that:

   • It has the full legal capacity to enter into this Agreement.

   • The execution and performance of this Agreement will not violate any applicable laws or contractual obligations.

2. Party A warrants that the Goods/Services supplied shall conform to the agreed specifications and be free from defects.

VII. LIMITATION OF LIABILITY

1. Neither Party shall be liable for indirect, incidental, or consequential damages arising out of this Agreement.

2. The total liability of either Party shall not exceed the value of the transactions conducted under this Agreement.

VIII. FORCE MAJEURE

1. Neither Party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including but not limited to natural disasters, war, or government actions.

2. The affected Party shall notify the other Party promptly and make reasonable efforts to resume performance as soon as possible.

IX. TERM AND TERMINATION

1. Term: This Agreement shall commence on the Effective Date and remain in force for a period of 5 years, unless terminated earlier as provided herein.

2. Termination for Cause: Either Party may terminate this Agreement upon 30 days' written notice if the other Party breaches any material provision.

3. Effect of Termination: Upon termination, all outstanding obligations shall be settled within 30 days.

X. GOVERNING LAW AND DISPUTE RESOLUTION

1. Governing Law: This Agreement shall be governed by the laws of the United States.

2. Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved through arbitration under the rules of the American Arbitration Association.

XI. MISCELLANEOUS

1. Amendments: Any amendments to this Agreement must be in writing and signed by both Parties.

2. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party.

3. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Signed by:

For [YOUR COMPANY NAME]:

Name: [YOUR NAME]
Title: CEO
Date: January 1, 2059

For BlueLeaf:

Name: Lyda Fadel
Title: Managing Director
Date: January 1, 2059

Schedules:

• Schedule A: Description of Goods/Services

• Schedule B: Territory

• Schedule C: Quantities

• Schedule D: Pricing

• Schedule E: Delivery Terms

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