Intercompany Netting Agreement

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I. Overview of the Agreement

This Intercompany Netting Agreement ("Agreement") is entered into on December 1, 2050, by and between:

• [Your Company Name], a corporation duly organized under the laws of Nebraska, with its principal office located at [Your Company Address], and

• ApTerra, a corporation duly organized under the laws of Nebraska, with its principal office located at Omaha, NE 68101.

This Agreement establishes the terms and conditions under which [Your Company Name] and ApTerra will conduct intercompany netting of their accounts payable and receivable. This netting arrangement is designed to simplify the settlement of intercompany balances and reduce administrative costs.

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II. Purpose and Objectives

A. Purpose

The purpose of this Agreement is to set out the terms for the netting of intercompany transactions between [Your Company Name] and ApTerra, allowing both parties to offset their accounts payable and receivable in order to streamline payments and reduce the need for multiple transactions.

B. Objectives

1. To create a streamlined process for offsetting intercompany balances and reducing the number of payments.

2. To improve liquidity management for both [Your Company Name] and ApTerra by consolidating payments into fewer, larger transactions.

3. To clarify the terms and procedures for calculating, reporting, and settling net balances.

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III. Netting Procedures

A. Netting Period

1. Netting Frequency: Netting will occur on a monthly basis, or as mutually agreed upon by both parties. The netting date will be set as the last business day of each calendar month.

2. Netting Cycle: Both parties will provide their intercompany payable and receivable positions for the previous month to ensure the correct balance is netted.

B. Calculation of Net Amount

1. Consolidation of Balances: At the end of each netting period, both [Your Company Name] and ApTerra will provide a detailed list of intercompany invoices, payments, and outstanding balances to determine the net position.

2. Net Amount: The net balance will be calculated by subtracting the total receivables from the total payables. The resulting balance will either be a payable or receivable depending on which party owes the net amount.

C. Payment of Net Amount

1. Payment by the Debtor: If the netting results in a payable balance for one party, that party shall remit payment to the other party within 10 business days after the netting calculation is completed.

2. Payment Method: Payment will be made by bank transfer to the designated account, unless otherwise agreed upon by both parties.

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IV. Reporting and Documentation

A. Reporting

1. Statement Submission: Each party will provide a monthly statement of intercompany transactions, including details of accounts payable, accounts receivable, and any previous netting settlements, at least 5 business days before the netting date.

2. Supporting Documents: Each party agrees to provide supporting documentation for all transactions included in the netting calculation, such as invoices, receipts, and payment records.

B. Dispute Resolution

1. Discrepancies: In the event of a discrepancy in the netting calculation, the parties agree to review and resolve the matter within 5 business days from the date of the dispute. This may include verifying individual transactions, invoices, or account balances.

2. Escalation Process: If the dispute cannot be resolved by the parties directly, the matter will be escalated to the respective financial departments for further review and mediation.

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V. Payment Terms

A. Timing of Payment

1. Payment Due Date: Payment of the netted amount is due within 10 business days of the netting calculation, unless otherwise agreed by both parties.

2. Late Payments: Payments not received by the due date will incur a late fee of 2% per month on the outstanding amount, or the maximum rate allowed by law.

B. Payment Method

1. Transfer of Funds: All payments will be made via wire transfer to the receiving party's designated bank account. The bank account details will be provided by each party and updated as necessary.

2. Currency: All payments will be made in U.S. Dollars (USD) unless otherwise agreed by both parties.

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VI. Confidentiality and Data Protection

A. Confidentiality

Both parties agree to maintain confidentiality regarding all financial transactions and data related to this Agreement. This includes the terms of the netting arrangement, the net balance, and any other financial information exchanged.

B. Data Protection

Both parties shall comply with applicable data protection laws regarding the handling of personal data or financial information shared in connection with this Agreement.

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VII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Nebraska, without regard to its conflict of law provisions.

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VIII. Term and Termination

A. Term of Agreement

This Agreement will remain in effect from December 1, 2050, until terminated by either party.

B. Termination for Convenience

Either party may terminate this Agreement with 30 days' written notice to the other party.

C. Termination for Breach

Either party may terminate this Agreement if the other party breaches any material obligation and fails to remedy such breach within 15 days of receiving written notice.

D. Post-Termination Obligations

Upon termination, both parties agree to settle any outstanding balances within 30 days.

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IX. Signatories

For [Your Company Name]:

Name: [Your Name]
Job Title: Chief Financial Officer
Date: December 1, 2050

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For ApTerra:

Name: Jeremy Marvin
Job Title: Chief Executive Officer
Date: December 1, 2050

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For any inquiries or further clarification, please contact [Your Name] at [Your Email] or [Your Company Email].

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