North American Trade Agreement

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Effective Date: January 1, 2072

BETWEEN

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

AND

Virtooso, a company incorporated under the laws of United States, having its principal office at Montgomery, AL 36101 (hereinafter referred to as "Party B")

This North American Trade Agreement ("Agreement") is entered into as of January 1, 2072 by and between the above-mentioned parties.

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I. DEFINITIONS

1. Agreement: This legally binding document.

2. Goods: The products or items subject to trade under this Agreement, including electronic components, machinery parts, and industrial equipment.

3. Services: Any work, labor, or professional activity rendered under this Agreement, including consulting, installation, and repair services.

4. Territory: North America, comprising Canada, United States, and Mexico.

5. Force Majeure: Events beyond the control of the parties, including natural disasters, war, strikes, and governmental regulations.

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II. OBJECTIVES

This Agreement aims to:

1. Facilitate trade in goods and services between the parties.

2. Ensure fair trade practices within North America.

3. Promote economic cooperation and mutual benefits for both parties.

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III. TRADE TERMS

1. Scope of Goods and Services:

   • Party A agrees to supply electronic components, machinery parts, and industrial equipment to Party B.

   • Party B agrees to supply consulting, installation, and repair services to Party A.

2. Pricing:

   • Prices for goods and services shall be determined based on market rates with a 5% discount on bulk orders exceeding $500,000 USD.

   • All prices are exclusive of applicable taxes, unless otherwise specified.

3. Delivery Terms:

   • Delivery shall occur at Party B’s warehouse in Montgomery, AL 36101 under FOB (Free on Board) terms.

   • Delays must be communicated within 72 hours of expected delivery.

4. Payment Terms:

   • Payments shall be made via wire transfer within 30 days of the invoice date.

   • Late payments will incur interest at 5% per annum.

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IV. REGULATORY COMPLIANCE

1. Both parties agree to comply with all applicable trade laws and regulations in their respective territories, including US Customs and Alabama Border Services Agency (CBSA) requirements.

2. Certificates of origin, licenses, and other documentation shall be provided as required by customs authorities.

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V. DISPUTE RESOLUTION

1. Governing Law: This Agreement shall be governed by the laws of Montgomery County, Alabama.

2. Arbitration:

   • Disputes will first be resolved through negotiation.

   • Unresolved disputes will be referred to arbitration in Montgomery County, Alabama under the rules of the International Chamber of Commerce (ICC).

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VI. FORCE MAJEURE

Neither party shall be liable for delays or failures caused by force majeure events. The affected party must notify the other within 5 business days and take reasonable steps to mitigate the impact.

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VII. CONFIDENTIALITY

1. All information exchanged under this Agreement shall remain confidential.

2. Neither party shall disclose trade secrets without prior written consent.

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VIII. TERMINATION

1. Termination for Cause: Either party may terminate this Agreement if the other breaches its obligations and fails to remedy the breach within 60 days.

2. Termination by Mutual Consent: The Agreement may be terminated at any time by mutual written consent.

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IX. MISCELLANEOUS

1. Amendments: Any amendments must be in writing and signed by both parties.

2. Severability: If any provision is found invalid, the remaining provisions shall remain in force.

3. Entire Agreement: This Agreement constitutes the entire understanding between the parties.

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

Party A:
[YOUR COMPANY NAME]
[YOUR NAME], Chief Executive Officer
January 1, 2072

Party B:
Virtooso
Adela Abshire, Chief Operating Officer
January 1, 2072

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