Trade and Cooperation Agreement

---

This Trade and Cooperation Agreement ("Agreement") is made and entered into as of January 15, 2051, by and between:

[YOUR COMPANY NAME], a company incorporated and existing under the laws of United States of America, with its principal office located at [YOUR COMPANY ADDRESS], ("Party A"), and

Madisonave, a company incorporated and existing under the laws of United Kingdom, with its principal office located at London, EC2A 1PX, ("Party B").

WHEREAS, Party A and Party B desire to establish a mutually beneficial relationship regarding trade and cooperation; and

WHEREAS, the parties wish to define their respective rights, duties, and obligations as they relate to this trade and cooperation arrangement.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth herein, the parties hereby agree as follows:

---

I. DEFINITIONS

1. "Products" shall mean the goods or services to be traded under this Agreement, including but not limited to smartphones, wearable tech devices, and accessories.

2. "Territory" shall refer to the geographical areas within which the trade and cooperation will take place, specifically North America, Europe, and Southeast Asia.

3. "Confidential Information" shall mean any and all proprietary or non-public information exchanged between the parties, including but not limited to business plans, pricing information, trade secrets, and customer lists.

---

II. OBJECTIVE

The purpose of this Agreement is to establish the terms and conditions under which Party A and Party B will cooperate in the trade of smartphones, wearable tech devices, and accessories. Both parties will jointly pursue opportunities to maximize mutual benefits, including marketing, distribution, and sales of the Products.

---

III. SCOPE OF COOPERATION

1. Trading Activities:

   • Party A and Party B will engage in the import, export, distribution, and/or sale of the Products within the Territory.

   • Both parties agree to use reasonable commercial efforts to promote and expand the business related to the Products.

2. Responsibilities of Party A:

   • Provide smartphones, wearable tech devices, and accessories that meet international quality standards.

   • Ensure that all Products comply with the regulatory requirements in the Territory.

   • Provide adequate training and support to Party B's sales and technical teams.

3. Responsibilities of Party B:

   • Promote, market, and distribute the Products in the Territory.

   • Ensure that the Products are handled, stored, and sold in accordance with applicable laws and industry standards.

   • Provide feedback and reports to Party A regarding product performance and customer satisfaction.

---

IV. TERMS OF SALE

1. Pricing:

   • Prices for the Products will be as mutually agreed upon by both parties and will be set out in a separate pricing schedule (Exhibit A) attached to this Agreement.

   • Any price changes will be communicated in writing, and the new prices will apply to orders placed after the effective date of the change.

2. Payment Terms:

   • Payments for the Products will be made by Party B in accordance with the payment terms specified in Exhibit B of this Agreement.

   • Payments will be made in USD (United States Dollar) to Party A's designated bank account.

3. Delivery and Shipping:

   • Delivery terms will be FOB (Free on Board) New York for shipments to North America and CIF (Cost, Insurance, and Freight) London for shipments to Europe.

   • Party A will ensure that the Products are delivered on time and in good condition.

   • Shipping costs, insurance, and customs duties will be the responsibility of Party B for shipments to Europe and Southeast Asia.

---

V. CONFIDENTIALITY

Both parties agree to maintain the confidentiality of all Confidential Information exchanged during the term of this Agreement. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or court order.

---

VI. TERM AND TERMINATION

1. Term:

   • This Agreement will commence on January 15, 2051, and will remain in effect for three (3) years, unless terminated earlier as provided herein.

2. Termination for Convenience:

   • Either party may terminate this Agreement for any reason upon ninety (90) days notice to the other party.

3. Termination for Cause:

   • Either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

---

VII. INTELLECTUAL PROPERTY

1. Ownership:

   • Each party retains ownership of its own intellectual property, including trademarks, patents, copyrights, and trade secrets, used in connection with the Products.

   • Neither party shall use the other party's intellectual property without prior written consent.

2. Licensing:

   • Party A may grant Party B a limited, non-exclusive license to use Party A's trademarks and intellectual property solely for the purposes of selling and promoting the Products within the Territory.

---

VIII. INDEMNIFICATION AND LIABILITY

1. Indemnification by Party A:

   • Party A agrees to indemnify, defend, and hold Party B harmless from any claims, losses, or damages arising out of Party A's breach of this Agreement or from any defect in the Products.

2. Indemnification by Party B:

   • Party B agrees to indemnify, defend, and hold Party A harmless from any claims, losses, or damages arising out of Party B’s breach of this Agreement, including but not limited to the misrepresentation or mishandling of the Products.

3. Limitation of Liability:

   • Neither party shall be liable to the other for any indirect, special, or consequential damages arising out of this Agreement, except in cases of gross negligence or willful misconduct.

---

IX. DISPUTE RESOLUTION

1. Negotiation:

   • In the event of a dispute, the parties agree to attempt to resolve the matter through friendly negotiation.

2. Arbitration:

   • If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration in London, United Kingdom, conducted in accordance with the rules of the International Chamber of Commerce (ICC).

---

X. MISCELLANEOUS

1. Force Majeure:

   • Neither party shall be liable for failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, war, strikes, or government actions.

2. Entire Agreement:

   • This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements and discussions regarding the subject matter hereof.

3. Amendments:

   • Any amendment or modification to this Agreement must be in writing and signed by both parties.

4. Governing Law:

   • This Agreement shall be governed by and construed in accordance with the laws of New York, United States.

5. Severability:

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

---

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

[YOUR COMPANY NAME]:
[YOUR NAME], CEO
Date: January 15, 2051

Madisonave:
Whitney Goodwin, Managing Director
Date: January 15, 2051

Agreement Templates @ Template.net