Free Trading Agreement Between Two Companies

I. PARTIES TO THE AGREEMENT

This Trading Agreement (the "Agreement") is entered into on January 1, 2067 by and between:

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

2. ZenExa, a company organized and existing under the laws of Colorado, with its principal office located at Denver, CO 80202 (hereinafter referred to as "Party B").

Party A and Party B are collectively referred to as the "Parties" and individually as a "Party."

II. RECITALS

WHEREAS, Party A is engaged in manufacturing and distributing electronic components; WHEREAS, Party B is engaged in importing and reselling consumer electronics; WHEREAS, the Parties wish to enter into a trading relationship subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

III. DEFINITIONS

1. "Goods": The products or services described in Annex A that are subject to this Agreement.

2. "Purchase Order": A written document specifying the quantity, price, and delivery terms of the Goods.

3. "Confidential Information": All information disclosed by one Party to the other under this Agreement that is identified as confidential or that reasonably should be understood to be confidential.

IV. SCOPE OF AGREEMENT

1. This Agreement governs the sale and purchase of the Goods as described in Annex A.

2. The Parties agree to cooperate in good faith to fulfill their respective obligations under this Agreement.

V. PRICES AND PAYMENT TERMS

1. The price of the Goods shall be as specified in the relevant Purchase Order.

2. Payment shall be made within 30 days from the date of invoice via wire transfer.

3. Any taxes, duties, or other governmental charges applicable to the Goods shall be borne by Party B.

VI. DELIVERY AND ACCEPTANCE

1. Delivery of the Goods shall occur at Party B’s warehouse by air freight.

2. Party B shall inspect the Goods within 7 days of delivery and notify Party A in writing of any defects or non-conformities.

3. Title and risk of loss shall pass to Party B upon delivery at the designated location.

VII. WARRANTIES

1. Party A warrants that the Goods will:

   • Conform to the specifications provided in Annex A.

   • Be free from defects in materials and workmanship.

2. Party A disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose, unless expressly stated otherwise in this Agreement.

VIII. LIMITATION OF LIABILITY

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

2. Party A's total liability under this Agreement shall not exceed $100,000 USD.

IX. CONFIDENTIALITY

1. Each Party agrees to maintain the confidentiality of the other Party's Confidential Information.

2. Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law.

X. INTELLECTUAL PROPERTY

1. Any intellectual property rights associated with the Goods shall remain the property of Party A unless otherwise agreed in writing.

2. Party B shall not reverse engineer, decompile, or disassemble the Goods.

XI. TERM AND TERMINATION

1. This Agreement shall commence on the Effective Date and continue for a period of 5 years unless terminated earlier as provided herein.

2. Either Party may terminate this Agreement with 90 days' written notice to the other Party.

3. Termination shall not affect the rights and obligations of the Parties accrued prior to the termination date.

XII. FORCE MAJEURE

1. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, labor disputes, or government actions.

2. The affected Party shall notify the other Party promptly and use reasonable efforts to mitigate the impact of the force majeure event.

XIII. DISPUTE RESOLUTION

1. Any disputes arising under this Agreement shall be resolved through good faith negotiations between the Parties.

2. If a resolution is not achieved, the dispute shall be submitted to mediation in Denver, Colorado.

3. If mediation fails, the dispute shall be resolved through arbitration in accordance with the rules of the International Chamber of Commerce (ICC).

XIV. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Denver, Colorado.

XV. NOTICES

All notices under this Agreement shall be sent to the respective Party's address as set forth in the introductory paragraph or as otherwise designated in writing.

XVI. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings.

XVII. AMENDMENTS

Any amendments to this Agreement must be made in writing and signed by authorized representatives of both Parties.

XVIII. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

XIX. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

XX. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[YOUR COMPANY NAME]:

[YOUR NAME], Chief Executive Officer
Date: January 1, 2067

ZenExa:

Jolie Cassin, Managing Director
Date: January 1, 2067

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