[{"data":1,"prerenderedAt":506},["ShallowReactive",2],{"document-trade-agreement-D13189":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":169,"customdescription":6,"mdFm":170,"mdProseHtml":505},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"TRADE AGREEMENT This Trade Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME], (\"Party A\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME], (\"Party B\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, Party A and Party B shall be referred to as the \"Parties.\" WHEREAS, the Parties desire to strengthen their close economic relationship; WHEREAS, the Parties have agreed to create an expanded and secure market for their goods and services through the reduction or elimination of barriers to trade and investment; WHEREAS, the Parties have agreed to establish clear, transparent, predictable and mutually-advantageous rules to govern their trade and investment; WHEREAS, the Parties recognize the importance of international security, democracy, human rights and the rule of law for the development of international trade and economic cooperation; NOW, THEREFORE, the Parties agree as follows: DEFINITIONS \"Participating State\" means a State which has consented to be bound by the Agreement. \"Products\" means all products, including manufactured goods and commodities in their raw, semi-processed and processed forms. \"Tariffs\" means customs duties included in the national tariff schedules of the Participating States. \"Border charges and fees\" means border charges and fees, other than tariffs, on foreign trade transactions with a tariff-like effect which are levied solely on imports, but are not indirect taxes and charges which are levied in the same manner on like domestic products. Import charges corresponding to specific services rendered are not considered border charges and fees. \"Non-tariff measures\" means any measures, regulations or practices, other than tariffs and border charges and fees, the effect of which is to restrict imports or to significantly distort trade. \"Serious injury\" means significant damage to domestic producers of like or similar products resulting from a substantial increase of preferential imports in situations which cause substantial losses in terms of earnings, production or employment unsustainable in the short term. The examination of the impact on the domestic industry concerned shall also include an evaluation of other relevant economic factors and indices having a bearing on the state of the domestic industry of that product. \"Threat of serious injury\" means a situation in which a substantial increase of preferential imports is of a nature to cause serious injury to domestic producers, and that such injury, although not yet existing, is clearly imminent. A determination of threat of serious injury shall be based on facts and not on mere allegations, conjecture, or remote or hypothetical possibility. OBJECTIVES The objectives of this Agreement are to promote economic development through a continual process of trade expansion among the countries and to further international economic co-operation through the adoption of mutually beneficial trade liberalization measures consistent with their respective present and future development and trade needs. PRINCIPLES The Agreement shall be based on overall reciprocity and mutuality of advantages in such a way as to benefit equitably all Participating States; The principles of Transparency, National Treatment and Most-Favored Nation (\"MFN\") Treatment shall apply to the trade relations among the Participating States. NEGOTIATION OF CONCESSIONS This Agreement may, inter-alia, consist of arrangements relating to: (a) tariffs; (b) border charges and fees; and (c) non-tariff measures. Participating States may conduct their negotiations for tariff concessions in accordance with any one or a combination of the following approaches and procedures: (a) product-by-product basis; (b) across-the-board tariff reductions; or (c) sectoral basis. The tariff negotiations should be based on the current MFN rates applied by each Participating State. Participating States shall enter into periodic negotiations with a view to further expanding this Agreement and the fuller attainment of its aims. APPLICATION OF CONCESSIONS Each Participating State shall apply such tariff, border charge and fee, and nontariff concessions in favour of the goods originating in all other Participating States as are set out in its National List of Concessions. These National Lists of Concessions are attached as Annexure A, which is an integral part of this Agreement. NON-TARIFF MEASURES Each Participating State shall take appropriate measures, consistent with its development needs and objectives, for the gradual relaxation of non-tariff measures which may affect the importation of products covered by its National List of Concessions. Issues relating to technical barriers to trade and sanitary and phytosanitary measures among Participating States shall be dealt with, as far as practicable, in accordance with the WTO provisions on these subjects. Participating States shall also make available to one another on a transparent basis a list of non-tariff measures existing on conceded products. PRESERVATION OF THE VALUE OF THE CONCESSIONS Except as provided for elsewhere, in order to secure preservation of the value of the concessions set out in the attached National Lists of Concessions, the Participating States shall not abrogate or reduce the value of these concessions after the entry into force of this Agreement through the application of any charge or measure restricting commerce other than those existing prior thereto, except where a charge corresponds to: (a) an internal tax imposed on a similar domestic product; (b) an anti-dumping or countervailing duty; or (c) fees commensurate with the cost of services rendered. RE-ESTABLISHMENT OF MARGINS OF PREFERENCE If, as a result of a tariff revision, a Participating State reduces or abrogates the value of the concessions granted to the other Participating States, it shall within a reasonable period of time take mutually acceptable compensatory action to reestablish margins of preference of equivalent value or enter into prompt consultations with the other Participating States in order to negotiate a mutually satisfactory modification of its National List of Concessions. For the purposes of this article, a reasonable period of time means not exceeding six (6) months from the date of issue of the notification of tariff revision. A Participating State exceeding this period shall provide justification as to the reasons thereof. COVERAGE OF THE AGREEMENT The Agreement shall cover all products including manufactured goods and commodities in their raw, semi-processed and processed forms. Participating States shall explore further areas of cooperation with regard to border and non-border measures to supplement and complement the liberalization of trade. These may include, among others, the harmonization of standards, mutual recognition of tests and certification of products, macroeconomic consultations, trade facilitation measures and trade in services. 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Table of Content 1. INTERPRETATION 5 1.1. Definitions 5 1.2. Extended Meanings 8 1.3. Interpretation Not Affected by Headings 8 1.4. Applicable Law 8 1.5. Funds 8 1.6. Financial Documents 8 1.7. Invalidity 9 1.8. Business Day 9 1.9. Preamble 9 2 PURCHASED ASSETS 9 2.1. Purchased Assets 9 2.2. Excluded Assets 10 2.3. Leases and Retention of Ownership Agreements 11 2.4. Removal of Purchased Assets 11 2.5. Forward Commitments 11 2.6. Assets Used in the Business 11 3. PURCHASE AND SALE 11 3.1. Purchase Price 11 3.2. Default 12 3.3. Balance of Price 12 3.4. Allocation of the Purchase Price 12 3.5. No Assumption of Liabilities 12 3.6. Payment of Taxes 13 3.7. Adjustments 13 3.8. Net Worth Adjustment 13 3.9. Disagreement Regarding Adjustment of Purchase Price 13 3.10. Escrow of Purchase Price 13 4. CLOSINGS AND CONDITIONS PRECEDENT TO THE SALE 14 4.1. Closing Date 14 4.2. Conditions Precedent to Closing in Favor of the Purchaser 14 4.3. Conditions Precedent to Closing in Favor of the Seller 17 4.4. Risk of Loss 17 4.5. Notification 18 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 18 5.1. Representations and Warranties of Seller 18 5.2. Representations and Warranties of the Purchaser 28 5.3. Survival 29 5.4. Indemnification of the Purchaser 29 5.5. Warranty Work 29 6. EMPLOYEES 30 6.1. List of Non-Unionized Employees 30 6.2. Employment to Non-Unionized Employees 30 6.3. Claims by Non-Unionized Employees 30 6.4. Pension Plan for Employees 30 6.5. Assumption of Collective Agreement 31 6.6. List of Unionized Employees 31 6.7. Offers to Unionized Employees 31 6.8. Short Term and Long-Term Disability 32 6.9. Benefit Plans 32 7. MUTUAL COOPERATION 32 7.1. Conduct of Business Prior to Closing 32 7.2. Access for Investigation Prior to Closing 32 7.3. Actions to Satisfy Closing Conditions 33 7.4. Transfer of Purchased Assets 33 7.5. Assistance in Judicial Claims 34 7.6. Collection of Receivables 34 7.7. Accounts Receivable 34 7.8. Differentiation of Products 35 8. MISCELLANEOUS 35 8.1. Successors and Assigns 35 8.2. Brokers 35 8.3. Legal Fees 35 8.4. Public Announcement 35 8.5. Entire Agreement 35 8.6. Notices 36 8.7. Time of Essence 36 8.8. Counterparts 36 9. GUARANTEE 36 9.1. Intervention of the Guarantor 36 9.2. Indulgence 37 9.3. Disability of Purchaser 37 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell, and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business). \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close. \"Claims\" means any demand, action, cause of action, damage, loss, cost, liability, expense or requirements, governmental or otherwise, including the cost of legal representation in respect thereof and any interest or penalty arising in connection therewith. \"Closing\" means the completion of the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement by the transfer and delivery of documents of title thereto and the payment of the Purchase Price therefore in accordance with this Agreement. \"Closing Date\" has the meaning ascribed thereto at Section 4.1. \"Collective Agreement\" has the meaning ascribed thereto at Section 5.1.15. \"Employees\" has the meaning ascribed thereto at Section 5.1.15. \"Excluded Assets\" has the meaning ascribed thereto at Section 2.2. \"Goodwill\" has the meaning ascribed thereto in Subsection 2.1.12. \"Immovables\" has the meaning ascribed thereto in Subsection 2.1.4. \"Financial Statements\" means: the audited financial statements of the Seller relating to its Business for the fiscal periods ended [NUMBER] through [NUMBER] inclusive, consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; and the unaudited interim financial statements of the Seller relating to its Business for the interim fiscal period ended [NUMBER], consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; true and exact copies of which are attached as Schedule 1.1a) hereto. \"Inventories\" means any product held for sale by the Seller and any materials (including components, spare parts, raw materials, work-in-process, finished products, packaging), held by the Seller in connection with the manufacturing, processing, assembly and sale of products, whether or not located on the Seller's premises, on consignment to a third party or in possession of sub-contractors, in transit or in storage. \"Letter of Credit\" means the irrevocable letter of credit issued by the [Bank] to the Seller in the amount of [AMOUNT]. \"Liabilities\" means all the liabilities, debts and obligations of the Seller whether present or future, whether pertaining to the Business, the Purchased Assets or otherwise, including, without limiting the generality of the foregoing: Liabilities under any service, management or other contract entered into by the Seller; Liabilities under any plans, programs or arrangements of any kind with respect to benefits provided to each person employed by the Seller at the Closing Date; Any Liabilities for any accidents, breach of contract, delict and quasi-delict, occupational health and safety violations, and all other types of claims and lawsuits connected with or arising out of any matter, incident, occurrence of set of facts or circumstances prior to the Closing Date; Liabilities relating to defects of any product sold at any time by the Seller prior to the Closing Date;","Purchase Agreement","37","https://templates.business-in-a-box.com/imgs/1000px/purchase-agreement-D12670.png","https://templates.business-in-a-box.com/imgs/250px/12670.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12670.xml",{"title":91,"description":6},"purchase agreement",[93,95],{"label":18,"url":94},"business-legal-agreements",{"label":96,"url":97},"Purchase & Sale Agreements","purchase-sale-agreement","/template/purchase-agreement-D12670",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":108,"keywords":111,"url":112},"SUPPLY AGREEMENT This Supply Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Supplier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS [YOUR COMPANY NAME] currently supplies and distributes [SPECIFY] (the \"Product\"); WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, is prepared to sell and deliver to the Purchaser, on an ongoing basis and as its exclusive supplier, and the Purchaser is prepared to buy on this basis from [YOUR COMPANY NAME], all of the Purchaser's Product requirements; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HERETO CONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, DULY RECEIVED, THE PARTIES HERETO AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1 Whenever used in this Agreement, the schedules thereto, or any ancillary document thereto, the following terms, unless the subject matter or context otherwise requires, shall have the following meanings: 1.1.1 \"Agreement\" means or refers to this Agreement as amended from time to time and any indenture, agreement or instrument supplemental or ancillary hereto or in implementation hereof; 1.1.2 \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close; 1.1.3 \"Person\" means any individual, company, corporation, partnership, firm, trust, sole proprietorship, government or entity howsoever designated or constituted; and 1.1.4 \"Product\" means or refers to [SPECIFY] sold pursuant to this Agreement. 1.2 Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. 1.3 The division of this Agreement into articles and insertion of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement. 1.4 All dollar amounts referred to in this Agreement are in lawful money of [COUNTRY]. 1.5 The preamble hereto forms an integral part of this Agreement. 2. SALE AND PURCHASE OF PRODUCTS [YOUR COMPANY NAME] hereby agrees and undertakes to sell to the Purchaser, and the Purchaser agrees and undertakes to purchase from [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, the total requirements of Product needed by the Purchaser for its day-to-day manufacturing and distributing activities during the term of this Agreement. At the date of signing of the present Agreement, the Purchaser estimates its requirements for the current year at $[AMOUNT] of Product. 3. ORDERS AND DELIVERY OF PRODUCTS 3.1 Each order for Products purchased pursuant to this Agreement shall be in writing and shall be sent to the address of the party selling the Products by mail or by fax or in such other manner expressly agreed upon between the interested parties. 3.2 Unless otherwise expressly agreed upon between the parties or as provided in Section 4, the party selling the Products shall be responsible and shall pay for the delivery, to the other party at its address hereinabove mentioned, of such Products sold hereunder. 3.3 Unless otherwise expressly agreed upon between the parties, delivery of the Products purchased hereunder shall be completed within seven Business Days of the receipt, by the party selling the Products, of the written order for such Products. 3.4 In the event that a party fails to deliver any Products requested in an order within the period provided in subsection 3.3 hereinabove, the purchasing party shall be entitled to purchase, from any person, a quantity of Products equal to quantity of Products specified in such order. In such a case, the purchasing party shall be entitled to cancel the order for the Products specified in the order. The purchasing party shall, at the same time an order is made to an other person pursuant to this subsection, send to the other party, a copy of such order indicating the quantity and the price of the Products so purchased. 3.5 The title to the Products sold hereunder shall pass from the selling party to the purchasing party upon complete payment of the purchase price of the Products mentioned in Section 4 hereinafter. The risks of lost or damage to such Products sold hereunder shall pass from the selling party to the purchasing party at the date of the delivery of the Products. 3.6 Each party shall insure the Products purchased by it hereunder for the period starting on the date of receipt of the Products and terminating when complete payment for such Products is made and, upon request, shall provide the other party with the documents evidencing that the Products are so insured. 4. PRICE OF PRODUCTS 4.1 For the initial term of this Agreement stipulated in sub-section 6.1 hereinafter, the price of the Product sold by [YOUR COMPANY NAME] to the Purchaser hereunder shall be [SPECIFY PRICING SCHEME]. 4.2 The prices of the Products sold pursuant to this Agreement during any subsequent term provided for in sub-section 6.1 hereinafter shall be mutually agreed upon by the parties hereunder. 4.3 The prices of the Products determined pursuant to this section 4 shall be delivered prices and shall be increased by the amount of any taxes or other governmental charges payable with respect to the sale of the Products (other than income tax, business or real property taxes) now in effect or becoming effective after the date thereof. 5. TERMS OF PAYMENT 5.1 Each party shall pay to the other party at its address hereinabove mentioned, within [NUMBER] calendar days from the date of receipt of the Products purchased, the price for such Products as determined pursuant to section 4 hereinabove. 5.2 The price of the Products purchased hereunder will be discounted by [PERCENTAGE %] if complete payment for the Products is made within [NUMBER] calendar days of receipt by the purchasing party. 5.3 The Purchaser agrees to pay a monthly interest charge on overdue amounts for Products purchased hereunder calculated on the basis of an annual rate of interest equal to the prime rate in effect on the due date of payment, plus [PERCENTAGE % IN LETTERS] percent (PERCENTAGE %]). 6. TERM OF AGREEMENT 6.1 Subject to the provisions of sub-sections 6.2 to 6.4 hereinafter, this Agreement shall be in force for an initial term of one year commencing on the date of signature. This Agreement shall be automatically renewed for additional [NUMBER IN LETTERS] ([NUMBER]) year terms unless either party terminates it upon written notice given to the other party at least [NUMBER] calendar days prior to the end of the initial term or of any subsequent terms. 6.2 Notwithstanding the provisions of sub-section 6.1, this Agreement shall be automatically terminated in the event that the parties hereto fail to agree in writing, at the latest on the thirtieth day preceding the beginning of any subsequent term, on the price for the Products to be sold hereunder during such subsequent term as provided for in sub-section 4.3 hereinabove. 6.3 Notwithstanding the provisions of sub-section 6.1 and in addition to Section 6","Supply Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/supply-agreement-D918.png","https://templates.business-in-a-box.com/imgs/250px/918.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#918.xml",{"title":6,"description":6},[109,110],{"label":18,"url":94},{"label":18,"url":94},"supply agreement","/template/supply-agreement-D918",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":9,"extension":10,"preview":117,"thumb":118,"svgFrame":119,"seoMetadata":120,"parents":122,"keywords":127,"url":128},"PROXY AGREEMENT This Proxy Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY A NAME], (\"Party A\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY B NAME], (\"Party B\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND [SHAREHOLDER], (\"Party C\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, Party A, Party B and Party C shall be referred to as the \"Parties.\" WHEREAS, Party A is a business company incorporated under the laws of the [State/Province] of [STATE/PROVINCE]; WHEREAS, Party B is a company engaged in the business of [PURPOSE OF BUSINESS] incorporated under the laws of the [State/Province] of [STATE/PROVINCE]; WHEREAS, Party A has entered a series of agreements, collectively the \"Main Agreements,\" which include the \"Exclusive Consult and Services Agreement,\" \"Operating Agreement\" and \"Equity Pledge Agreement,\" and \"Exclusive Option Agreement\", with Party B, or Party B and Party B's Shareholder together, concurrently with this Agreement; WHEREAS, Party A, Party B and Party C agree to further clarify issues relative to the exercise of voting power over the registered capital of Party B occupied and held by Party C pursuant to provisions of this Agreement. NOW, THEREFORE, the Parties, after friendly negotiations, hereby agree below: AUTHORIZATION OF VOTING POWER Party C hereby undertakes that it shall execute a Power of Attorney upon the execution of this Agreement, entrusting Party A to exercise the following rights entitled to it pursuant to the then-effective articles of association of the Company (collectively the \"Entrusted Rights\"): Attending shareholders' meetings of Party B as proxy of the Shareholder. Exercising voting rights on behalf of the Shareholder on all issues (including but not limited to appointment and election of the directors, general manager and other senior management of the Company) required to be discussed and resolved by the shareholders' meeting Proposing to convene interim shareholders' meetings; and Other shareholder voting rights under the articles of association of the Company (including such other shareholder voting rights as provided after amendment to such articles of association). Party A shall perform the entrusted obligations lawfully with diligence and duty of care within the authorization scope. The Shareholder of Party B shall acknowledge and be liable for any legal consequences arising from Party A's exercise of the aforesaid Entrusted Rights. The Shareholder of Party B hereby acknowledges that in exercising the aforesaid Entrusted Rights, Party A is not required to seek the prior opinion of the Shareholder. However, Party A shall inform the Shareholder in a timely manner of any resolution or proposal on convening an interim shareholders' meeting after such resolution or proposal is made. RIGHT TO INFORMATION For the purpose of exercising the Entrusted Rights hereunder, Party A is entitled to have access to information including Party B's operation, business, clients, finance, staff, etc., and access to relevant materials of the Company. The Company shall fully cooperate with Party A in this regard. EXERCISE OF ENTRUSTED RIGHTS The Shareholder of Party B shall provide sufficient assistance to Party A for its exercise of the Entrusted Rights, including prompt execution of the resolutions of the shareholders' meeting of the Company or other related legal documents made by Party A when necessary (e.g., when the submission of such documents is necessary for the approval of, or registration or filing with government authorities). If at any time within the term of this Agreement, the granting or exercise of the Entrusted Rights hereunder is unenforceable for any reason (except for default by the Shareholder or the Company), the Parties shall immediately seek a most similar substitute for the provision unenforceable, and, if necessary, enter into a supplementary agreement to amend or adjust the provisions herein, so as to ensure the fulfillment of the purpose hereof. EXEMPTION AND INDEMNIFICATION Party B and Party C agree to indemnify and hold harmless Party A against all losses which it suffers or may suffer in connection with Party A's exercise of the Entrusted Rights, including but not limited to, any loss resulting from any litigation, demand, arbitration, claim initiated by any third party against them, and losses from administrative investigation or penalty by government authorities. However, losses suffered as a result of the intentional misconduct or gross negligence of Party A shall not be indemnified. REPRESENTATION AND WARRANTIES The Shareholder of Party B hereby respectively represents and warrants as follows: The Shareholder has full power and authority to execute and deliver this Agreement and all other documents to be entered into by it which are related to the transaction contemplated hereunder, as well as to consummate such transaction. This Agreement shall be duly and lawfully executed and delivered by the Shareholder and shall constitute the legal and binding obligations, enforceable against it in accordance with the terms hereof.","Proxy Agreement","5","https://templates.business-in-a-box.com/imgs/1000px/proxy-agreement-D13181.png","https://templates.business-in-a-box.com/imgs/250px/13181.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13181.xml",{"title":121,"description":6},"proxy agreement",[123,124],{"label":18,"url":94},{"label":125,"url":126},"Partnership Agreements","partnership-agreement","distribution agreement","/template/distribution-agreement-D13181",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":9,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":141},"MANUFACTURING AGREEMENT This Manufacturing (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Publisher\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [MANUFACTURER NAME] (the \"Manufacturer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Recitals: Publisher has expended considerable time, effort, and resources in the development and/or publishing of certain unique, copyrighted and proprietary interactive multimedia products and software, and the documentation and packaging materials related thereto (the \"Publisher Products\" as defined below); Manufacturer desires to act as a Manufacturer of the Publisher Products bundled together with the products of Manufacturer or of third parties, and represents to Publisher that Manufacturer has sufficient expertise, resources, and personnel to perform its obligations under this Agreement. Manufacturer further desires to manufacture the Publisher Products for purposes of such distribution; and Publisher desires to have Manufacturer act as a Manufacturer of the Publisher Products on the terms and conditions set forth herein. Therefore, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: DEFINITIONS \"Publisher Products\" shall mean the products identified in Exhibit A attached hereto, together with any accompanying documentation, packaging, or other materials identified on Exhibit A (if any). Publisher, in its sole discretion, reserves the right to add Publisher Products to or delete Publisher Products from Exhibit A on [NUMBER] days notice. \"Bundles\" shall mean the combination of the Publisher Products with hardware and/or software distributed as a unit by Manufacturer, as described in Exhibit C. \"Proprietary Rights\" shall mean all rights of Publisher and its licensors in the Publisher Products including, without limitation, copyright, patent, design patent, trademark, trade dress, trade secret, and publicity rights, arising under applicable law and international conventions. \"Territory\" shall be defined as the world. GRANT OF LICENSES Distribution License Publisher grants to Manufacturer a non-transferrable and non-exclusive license during the term of this Agreement to include the Publisher Products in Bundles and to distribute Bundles directly or through distributors and retailers to end-users located in the Territory. In addition to the other terms and conditions of this Agreement, these licenses to distribute are expressly subject to the following conditions: Manufacturer distribution to end-users, whether directly or through distributors and retailers, shall be made only pursuant to the end-user license included with the Publisher Products, and each license of a Publisher Product by Manufacturer to an end-user will be allowed only in jurisdictions where an enforceable copyright covering the Publisher Products exists; and Manufacturer distribution to any entity other than end-users, including without limitation distribution to retailers or other distributors or sub-distributors, shall be made pursuant to written agreement(s) with Manufacturer which (i) comply with all of the terms of this Agreement, (ii) are no less protective of Publisher's rights than the terms of this Agreement, and (iii) expressly make Publisher a third-party beneficiary. Manufacturer shall be entitled to distribute only those Publisher Products manufactured by Manufacturer. Manufacturing License Subject to the terms of this Agreement, Publisher grants to Manufacturer and Manufacturer accepts, for the term of this Agreement, the nonexclusive right to manufacture the Publisher Products only in the [COUNTRY] and only for distribution as otherwise provided in this Agreement, subject to the following limitations: Manufacturer may manufacture the Publisher Products, provided that such manufacturing is at Manufacturer 's own cost and in accordance with this Agreement and otherwise prudent in protecting Publisher's and its Licensors' Proprietary Rights. Any and all copies of the Publisher Products manufactured by Manufacturer shall contain security coding in a form acceptable to Publisher. Manufacturer shall indemnify and pay Publisher for any unauthorized copies of the Publisher Products manufactured by Manufacturer or at its authorized facilities at the full retail price of such Publisher Products. Manufacturer shall manufacture the Publisher Products in accordance with strict security procedures and shall keep detailed manufacturing and distribution records for all units manufactured. Manufacturer's manufacturing facilities and manufacturing and distribution records shall be open to Publisher's inspection without notice. Manufacturer shall include with all copies of the Publisher Products manufactured by Manufacturer an end-user license in the form provided by Publisher. Changes to the terms of the end-user license shall be subject to approval by Publisher, in its sole discretion. Manufacturer shall manufacture the Publisher Products from production masters of the Publisher Products (including without limitation production masters of packaging and related materials) provided by Publisher in accordance with the schedule set forth on Exhibit B. Manufacturer agrees not to alter the Publisher Products (including without limitation their packaging) without Publisher's prior written consent. Prohibited Acts Neither Manufacturer nor anyone to whom Manufacturer distributes the Publisher Products has the right to distribute or sell the Publisher Products except as part of Bundles within the Territory, without the express prior written approval of Publisher. Anyone who unbundles any Publisher Products shipped to Manufacturer for inclusion in Bundles shall be liable for the full wholesale price of all such unbundled Publisher Products plus all applicable attorneys' fees and costs incurred in investigating and prosecuting an action against the unbundling party. Manufacturer shall notify those to whom it distributes the Publisher Products in Bundles that unbundling is specifically prohibited, and that anyone who unbundles any Bundled Publisher Products shipped to or through Manufacturer shall be liable for the full wholesale price of all such unbundled Publisher Products plus all applicable attorneys' fees and costs incurred in investigating and prosecuting an action against the unbundling party. Limitations Title to the Publisher Products and all associated patents, copyrights, trademarks, trade dress, trade secrets and other proprietary rights shall remain with Publisher and its licensors. Except as expressly authorized by Publisher in writing, Manufacturer will not, and will cause its employees, agents and Manufacturer not to: (i) modify, translate, reverse engineer, decompile, disassemble, create derivative works of or copy the Publisher Pr6ducts or related documentation; (ii) remove, alter, or cover any copyright or trademark notices or other proprietary rights notices placed or embedded by Publisher on or in the Publisher Products. Non-Exclusivity The licenses granted in this Agreement are non-exclusive. Accordingly, nothing in this Agreement shall be construed as limiting in any manner Publisher's marketing or distribution activities (including without limitation the distribution of Publisher Products upgrades and Publisher Products to end users of Bundles) or Publisher's appointment of other dealers, distributors, value-added resellers, original equipment manufacturers, licensees or agents in the Territory. Packaging, Advertising and Promotion Packaging","Manufacturing Agreement","15","https://templates.business-in-a-box.com/imgs/1000px/manufacturing-agreement-D12795.png","https://templates.business-in-a-box.com/imgs/250px/12795.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12795.xml",{"title":137,"description":6},"manufacturing agreement",[139,140],{"label":18,"url":94},{"label":18,"url":94},"/template/manufacturing-agreement-D12795",{"description":143,"descriptionCustom":6,"label":144,"pages":102,"size":9,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":150,"keywords":149,"url":153},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":149,"description":6},"service agreement",[151,152],{"label":18,"url":94},{"label":18,"url":94},"/template/service-agreement-D12711",{"description":155,"descriptionCustom":6,"label":156,"pages":157,"size":9,"extension":10,"preview":158,"thumb":159,"svgFrame":160,"seoMetadata":161,"parents":163,"keywords":162,"url":168},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":162,"description":6},"non disclosure agreement nda",[164,165],{"label":18,"url":94},{"label":166,"url":167},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":171,"reviewer":183,"quick_facts":187,"at_a_glance":190,"personas":194,"variants":219,"glossary":244,"clauses":278,"how_to_fill":329,"common_mistakes":370,"faqs":395,"industries":423,"comparisons":440,"diy_vs_lawyer":451,"jurisdictions":464,"related_template_ids_curated":485,"schema":492,"classification":493},{"meta_title":172,"meta_description":173,"primary_keyword":174,"secondary_keywords":175},"Trade Agreement Template (Free Word)","Free trade agreement template for B2B buy-sell transactions. Customize and download instantly. Used in 190+ countries. Free Word and PDF download.","trade agreement template",[176,177,178,179,180,181,182],"commercial trade agreement template","trade agreement template word","b2b trade agreement template free","business trade agreement template","trade agreement contract template","ongoing supply agreement template","trade contract template",{"name":184,"credential":185,"reviewed_date":186},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":188,"legal_review_recommended":189,"signature_required":189},"advanced",true,{"what_it_is":191,"when_you_need_it":192,"whats_inside":193},"A Trade Agreement is a legally binding commercial contract that governs an ongoing buy-sell relationship between two businesses. Unlike a one-off purchase order, it establishes the standing rules for every transaction in the relationship — ordering procedures, pricing, payment terms, delivery obligations, returns, warranties, and dispute resolution. This free Word download gives you an editable, attorney-reviewed framework you can adapt and export as PDF for immediate use.\n","Use it when two businesses plan to transact repeatedly over time and need a single governing document that eliminates renegotiation on every order. It is the right tool when you have outgrown purchase orders but do not need the full complexity of a formal supply chain or distribution agreement.\n","The template covers parties and relationship scope, ordering and acceptance procedures, pricing and price-change mechanics, payment terms and late fees, delivery and risk of loss, inspection and rejection rights, returns and warranty obligations, limitation of liability, confidentiality, term and termination, and governing law and dispute resolution.\n",[195,199,203,207,211,215],{"title":196,"use_case":197,"icon_asset_id":198},"Wholesale distributors","Formalizing recurring product purchases from multiple suppliers under one framework","persona-wholesaler",{"title":200,"use_case":201,"icon_asset_id":202},"Manufacturers","Setting standing terms with component or raw-material buyers to avoid per-order disputes","persona-manufacturer",{"title":204,"use_case":205,"icon_asset_id":206},"Retail buyers","Establishing pricing and return terms with vendors before placing seasonal purchase orders","persona-retailer",{"title":208,"use_case":209,"icon_asset_id":210},"Import/export businesses","Documenting cross-border buy-sell obligations including Incoterms and currency terms","persona-importer-exporter",{"title":212,"use_case":213,"icon_asset_id":214},"Small business owners","Replacing informal email agreements with an enforceable contract for a key supplier or customer","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Procurement managers","Standardizing vendor terms across the supply base to reduce contract-by-contract renegotiation","persona-procurement-manager",[220,223,227,230,233,236,240],{"situation":221,"recommended_template":85,"slug":222},"Governing a single one-off product purchase","purchase-agreement-D12670",{"situation":224,"recommended_template":225,"slug":226},"Managing an exclusive distribution relationship with sales territories","Distribution Agreement","distribution-agreement-D13181",{"situation":228,"recommended_template":131,"slug":229},"Engaging a manufacturer to produce goods to your specifications","manufacturing-agreement-D12795",{"situation":231,"recommended_template":144,"slug":232},"Purchasing services rather than physical goods","service-agreement-D12711",{"situation":234,"recommended_template":101,"slug":235},"Regulating ongoing product supply with consignment or vendor-managed inventory","supply-agreement-D918",{"situation":237,"recommended_template":238,"slug":239},"Protecting confidential information before trade terms are negotiated","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":241,"recommended_template":242,"slug":243},"Cross-border transactions requiring customs and export control terms","International Purchase Agreement","sale-agreement-for-international-goods-D12553",[245,248,251,254,257,260,263,266,269,272,275],{"term":246,"definition":247},"Purchase Order (PO)","A buyer-issued document authorizing a specific transaction under the standing terms of the trade agreement.",{"term":249,"definition":250},"Incoterms","Standardized international commercial terms (published by the ICC) that define where risk and cost transfer from seller to buyer during shipment — e.g., FOB, CIF, DDP.",{"term":252,"definition":253},"Net 30 / Net 60","Payment terms stating the full invoice amount is due 30 or 60 calendar days after the invoice date.",{"term":255,"definition":256},"Force Majeure","A clause excusing a party from performance when an unforeseeable event outside their control — natural disaster, government action, war — makes performance impossible or impractical.",{"term":258,"definition":259},"Limitation of Liability","A clause capping the maximum damages one party can recover from the other, typically expressed as a multiple of fees paid in the preceding 12 months.",{"term":261,"definition":262},"Indemnification","An obligation by one party to compensate the other for losses arising from a specified event, such as a product defect or IP infringement claim.",{"term":264,"definition":265},"Risk of Loss","The point in the delivery chain at which responsibility for damage or destruction of goods shifts from seller to buyer.",{"term":267,"definition":268},"Warranty of Merchantability","An implied or express guarantee that goods are fit for their ordinary commercial purpose — automatically imposed under the UCC in the US unless explicitly disclaimed.",{"term":270,"definition":271},"Right of Rejection","The buyer's right to refuse non-conforming goods within a defined inspection window after delivery, as distinct from revocation of acceptance after the window closes.",{"term":273,"definition":274},"Governing Law","The jurisdiction whose laws apply to interpret and enforce the agreement, separate from the forum where disputes are heard.",{"term":276,"definition":277},"Entire Agreement Clause","A provision stating that the written contract is the complete and final agreement between the parties, superseding all prior negotiations, emails, and representations.",[279,284,289,294,299,304,309,314,319,324],{"name":280,"plain_english":281,"sample_language":282,"common_mistake":283},"Parties, scope, and relationship","Identifies both businesses as legal entities, describes the general nature of the trading relationship, and clarifies that the agreement governs all transactions between them unless a specific contract provides otherwise.","This Trade Agreement is entered into as of [DATE] between [BUYER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Buyer'), and [SELLER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Seller'). This Agreement governs all purchases and sales of [PRODUCT CATEGORY] between the parties during the Term.","Using a trade name instead of the registered legal entity name. If the contracting party is not the entity that holds the relevant assets or licenses, enforcement of remedies becomes significantly more complicated.",{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Ordering and acceptance procedure","Defines how orders are placed (purchase orders, online portals, or written requests), what constitutes a binding accepted order, and the timeframe within which the seller must respond.","Buyer shall submit purchase orders in writing via [METHOD]. Seller shall confirm acceptance within [X] business days. An order is binding upon Seller's written confirmation or commencement of fulfillment, whichever occurs first.","Leaving order acceptance undefined. If there is no acceptance mechanism, a Seller can argue no individual order was ever binding, defeating the purpose of the standing agreement.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Pricing, price changes, and currency","States the initial pricing schedule (by reference to an attached exhibit), the notice period required before the seller can change prices, and the currency in which all transactions are denominated.","Initial pricing is set out in Schedule A. Seller may adjust pricing on not less than [30/60/90] days' written notice. All amounts are denominated in [USD/CAD/GBP/EUR]. Orders confirmed before a price-change notice takes effect shall be fulfilled at the pre-change price.","No price-change notice period. Without one, a seller can increase prices with effect on any pending order, and the buyer has no contractual right to cancel at the old price.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Payment terms, invoicing, and late fees","Sets out when payment is due (e.g., Net 30 from invoice date), acceptable payment methods, invoicing requirements, and the interest rate or fee applied to overdue balances.","Buyer shall pay each invoice within [30] days of the invoice date. Overdue balances accrue interest at [1.5]% per month (or the maximum rate permitted by law, whichever is lower). Payment shall be made by [ACH / wire transfer / check] to the account specified by Seller.","Omitting a late-fee clause entirely. Without one, the seller's only remedy for slow payment is litigation — a late-fee provision creates a low-friction incentive for timely payment without requiring a dispute.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Delivery, Incoterms, and risk of loss","Specifies the applicable Incoterm or equivalent delivery term, the point at which risk transfers from seller to buyer, estimated lead times, and who arranges and pays for freight and insurance.","Delivery shall be made [FOB Seller's facility / DDP Buyer's address] per Incoterms 2020. Risk of loss passes to Buyer upon delivery to [CARRIER / BUYER'S DOCK]. Seller shall provide tracking information within [X] hours of shipment.","Using the term 'FOB' without specifying the named place. Under Incoterms 2020 and the UCC, FOB without a named point is ambiguous and produces conflicting interpretations of who bears transit risk.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Inspection, rejection, and non-conforming goods","Gives the buyer a defined window after delivery to inspect goods, the process for notifying the seller of defects or shortfalls, and the seller's obligation to replace, repair, or credit rejected items.","Buyer shall inspect all deliveries within [5] business days of receipt. Non-conforming goods must be reported in writing within this period. Seller shall, at Buyer's election, replace, repair, or issue a credit for confirmed non-conforming goods within [X] days.","No defined inspection window. Without a deadline, buyers can attempt to reject goods months after delivery, and sellers have no certainty that an accepted delivery is final.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Warranties and disclaimer","States the seller's express warranties (goods meet specifications, are free of defects, and comply with applicable law) and, where permitted, disclaims implied warranties beyond those expressly stated.","Seller warrants that goods (a) conform to the specifications in Schedule A, (b) are free of material defects in materials and workmanship for [12] months from delivery, and (c) comply with all applicable laws. EXCEPT AS STATED HEREIN, SELLER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.","Providing a warranty without a defined duration. An open-ended warranty creates indefinite liability — always specify a warranty period measured from a fixed point such as delivery or first use.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Limitation of liability and indemnification","Caps total damages one party may recover from the other (typically fees paid in the prior 12 months) and specifies which categories of damages — consequential, indirect, lost profits — are excluded.","Neither party shall be liable for indirect, consequential, or incidental damages. Each party's total cumulative liability shall not exceed the amounts paid or payable by Buyer in the [12] months preceding the claim. Seller shall indemnify Buyer against third-party claims arising from product defects or IP infringement.","A limitation of liability clause with no carve-outs for gross negligence, fraud, or willful misconduct. Courts in most jurisdictions will refuse to enforce caps that shield intentional or reckless harm.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Term, renewal, and termination","States the initial duration of the agreement, whether it auto-renews, the notice period for non-renewal, and the grounds and process for early termination with or without cause.","This Agreement commences on the Effective Date and continues for [1] year, renewing automatically for successive [1]-year terms unless either party provides [60] days' written notice of non-renewal. Either party may terminate for cause upon [30] days' notice if a material breach remains uncured.","Auto-renewal with no notice period or a very short one (e.g., 7 days). Parties routinely miss short auto-renewal windows, leaving them locked into terms they intended to renegotiate.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — negotiation first, then mediation or arbitration, with litigation as a last resort.","This Agreement is governed by the laws of [STATE/PROVINCE/COUNTRY], excluding conflict-of-law rules. Disputes shall first be escalated to senior management for [30] days. Unresolved disputes shall be submitted to binding arbitration under [AAA / JAMS / ICC] rules in [CITY], except claims for injunctive relief.","Choosing a governing law with no connection to either party's place of business. Several jurisdictions — most notably California — apply local mandatory law regardless of the contractual choice, creating an unenforceable clause.",[330,335,340,345,350,355,360,365],{"step":331,"title":332,"description":333,"tip":334},1,"Enter both parties' legal entity details","Insert each party's full registered legal name, entity type (LLC, corporation, Ltd.), state or country of organization, and principal business address. Confirm these against official corporate registry records before signing.","Cross-check the counterparty's entity name on your state or provincial business registry — trade names and brand names frequently differ from the registered legal name.",{"step":336,"title":337,"description":338,"tip":339},2,"Define the product scope in Schedule A","List every product category, SKU range, or product specification covered by the agreement. Attach technical specifications, approved product lists, or pricing tables as Schedule A rather than embedding them in the body.","Using a separate schedule lets you update the product list and pricing by amending just the schedule, without executing a full contract amendment.",{"step":341,"title":342,"description":343,"tip":344},3,"Set pricing, currency, and price-change mechanics","Enter the initial pricing in Schedule A and specify the currency. In the pricing clause, insert the minimum notice period — typically 30 to 90 days — before any price increase takes effect on new or pending orders.","For multi-currency relationships, include a fallback exchange rate mechanism (e.g., mid-market rate on the invoice date) to eliminate FX disputes.",{"step":346,"title":347,"description":348,"tip":349},4,"Choose the Incoterm and define risk of loss","Select the applicable Incoterm from the 2020 edition (e.g., FOB, CIF, DDP) and insert the named place. Confirm who arranges freight and insurance and at what cost. Update the risk-of-loss clause to match the chosen Incoterm exactly.","DDP (Delivered Duty Paid) is the most buyer-friendly Incoterm — the seller bears all costs and risk through to the buyer's door. FOB is seller-friendly and most common in domestic US trade.",{"step":351,"title":352,"description":353,"tip":354},5,"Fill in payment terms and late-fee rate","Enter the payment due date (e.g., Net 30 from invoice date), acceptable payment methods, and the monthly interest rate on overdue balances. Confirm the rate does not exceed the applicable usury ceiling in the governing jurisdiction.","Net 30 is standard for most B2B relationships. Consider Net 15 if you are the seller and cash flow is a priority; larger corporate buyers may insist on Net 60 or Net 90.",{"step":356,"title":357,"description":358,"tip":359},6,"Set the inspection window and rejection process","Insert the number of business days after delivery in which the buyer must inspect goods and submit a non-conformance notice. Specify whether rejection requires return of goods and who bears the return freight cost.","Five business days is a workable standard for most goods. For perishable, temperature-sensitive, or high-volume shipments, consider a 2-day window and a photographic evidence requirement.",{"step":361,"title":362,"description":363,"tip":364},7,"Calibrate the warranty period and limitation of liability","Enter a specific warranty duration (typically 12 months from delivery) and confirm the limitation-of-liability cap reflects an amount both parties can accept as a realistic worst-case. Add carve-outs for gross negligence and fraud.","The liability cap is one of the most heavily negotiated terms. Sellers typically push for 3–6 months of fees; buyers push for 12–24 months. Document your agreed position before the signature meeting.",{"step":366,"title":367,"description":368,"tip":369},8,"Set the term, auto-renewal notice, and termination triggers","Enter the initial term length, the auto-renewal notice period (60–90 days is standard), and the cure period for material breach before termination for cause (typically 30 days). Confirm both parties have calendar reminders for the non-renewal window.","A 60-day auto-renewal notice period is the practical minimum for most businesses — shorter windows are routinely missed, locking parties into renewed terms they did not intend.",[371,375,379,383,387,391],{"mistake":372,"why_it_matters":373,"fix":374},"No defined order acceptance mechanism","Without a clear acceptance process, each purchase order may be treated as a standalone offer requiring fresh negotiation, and either party can argue the agreement never applied to a specific transaction.","Define acceptance explicitly — written confirmation within a set number of business days, or commencement of fulfillment — so every order is unambiguously governed by the agreement.",{"mistake":376,"why_it_matters":377,"fix":378},"Omitting a price-change notice period","A seller who can change prices on any pending order without notice can effectively reprice goods after a buyer has already committed to downstream customers, eliminating the buyer's margin.","Insert a minimum 30-day (and preferably 60-day) notice period for any price increase, with confirmed orders at the pre-change price protected until fulfilled.",{"mistake":380,"why_it_matters":381,"fix":382},"Using 'FOB' without a named place","Under Incoterms 2020 and the UCC, an unspecified FOB term is legally ambiguous — courts have reached contradictory conclusions on whether risk passes at the seller's dock or the buyer's door.","Always pair the Incoterm with the specific named location: 'FOB Seller's warehouse, Chicago, IL' or 'DDP Buyer's distribution center, Toronto, ON.'",{"mistake":384,"why_it_matters":385,"fix":386},"Open-ended warranty with no defined duration","A warranty that runs 'for the life of the product' or has no stated end date creates indefinite defect liability that can outlast the commercial relationship by years.","State a specific warranty period measured from a fixed event — typically 12 months from the date of delivery or acceptance — and include a clear expiry provision.",{"mistake":388,"why_it_matters":389,"fix":390},"Auto-renewal clause with a 7- or 14-day non-renewal window","Short non-renewal windows are routinely missed, automatically binding both parties to another full term under conditions they intended to renegotiate — a common source of commercial disputes.","Set the non-renewal notice period to at least 60 days and build calendar reminders into your contract-management process on the day of signing.",{"mistake":392,"why_it_matters":393,"fix":394},"No carve-outs from the limitation of liability","A blanket liability cap that covers gross negligence, fraud, or intentional misconduct is unenforceable in most jurisdictions and, if challenged, can invalidate the entire limitation clause.","Explicitly carve out gross negligence, fraud, willful misconduct, death or personal injury, and any indemnification obligations from the liability cap.",[396,399,402,405,408,411,414,417,420],{"question":397,"answer":398},"What is a trade agreement between businesses?","A trade agreement between businesses is a standing commercial contract that governs all buy-sell transactions between two companies over a defined period. Rather than negotiating terms on each individual order, both parties agree upfront on pricing mechanics, payment terms, delivery obligations, warranties, and dispute resolution. It sits between a one-off purchase agreement and a full supply or distribution agreement in terms of scope and complexity.\n",{"question":400,"answer":401},"What is the difference between a trade agreement and a purchase order?","A purchase order is a transaction-level document authorizing a specific delivery of specific goods at a specific price. A trade agreement is the master framework document that governs the relationship and applies to every purchase order issued during the term. The trade agreement defines the rules; the purchase order is a specific transaction executed under those rules. Relying solely on purchase orders leaves core issues — warranty, liability caps, dispute resolution — unaddressed.\n",{"question":403,"answer":404},"Is a trade agreement legally binding?","Yes, a trade agreement is generally enforceable as a binding contract when it is signed by authorized representatives of both parties, involves an exchange of value (goods for payment), and is sufficiently definite in its terms. Like any commercial contract, enforceability depends on proper execution, the parties having legal capacity to contract, and compliance with any applicable statutory requirements in the governing jurisdiction. Consider having a lawyer review the final version for high-value or cross-border relationships.\n",{"question":406,"answer":407},"What is the difference between a trade agreement and a supply agreement?","A supply agreement is typically more detailed and supply-chain-specific — it may include forecasting obligations, minimum purchase commitments, vendor-managed inventory, tooling ownership, and detailed quality-control procedures. A trade agreement is a broader, more flexible framework covering the commercial terms of any ongoing buy-sell relationship without prescribing the operational mechanics of a managed supply chain. Use a supply agreement when the operational interdependency between the parties is high; use a trade agreement when you need standing commercial terms without that level of operational detail.\n",{"question":409,"answer":410},"Do I need a lawyer to draft a trade agreement?","For standard domestic B2B relationships involving moderate transaction values, a well-structured template reviewed by one party is typically sufficient. Consider engaging a lawyer when the relationship involves cross-border transactions with complex Incoterms or export controls, transaction values are high enough that a limitation-of-liability cap matters materially, the agreement includes IP licensing or exclusivity, or the governing jurisdiction has mandatory commercial law requirements that affect core terms. A 1–2 hour template review typically costs $300–$600.\n",{"question":412,"answer":413},"What payment terms are standard in a trade agreement?","Net 30 from invoice date is the most common standard for B2B trade. Sellers with stronger bargaining positions often push for Net 15 or prepayment on first orders. Large corporate buyers frequently impose Net 60 or Net 90. Whatever term is agreed, the trade agreement should specify the exact trigger (invoice date, delivery date, or acceptance date), acceptable payment methods, and a late-fee rate — typically 1.5% per month — applied to overdue balances.\n",{"question":415,"answer":416},"Which Incoterm should I use in a trade agreement?","The right Incoterm depends on who controls logistics and which party bears transit risk. FOB (Free On Board) named seller's location is the most common for domestic US trade — risk passes to the buyer when goods are loaded onto the carrier. DDP (Delivered Duty Paid) named buyer's location places all freight, insurance, and customs costs on the seller — it is the most buyer-friendly term and common in international e-commerce. Always specify Incoterms 2020 and pair the term with a specific named place.\n",{"question":418,"answer":419},"How long should a trade agreement last?","Initial terms of one year with automatic annual renewal are standard for most B2B trade relationships. Short-term or seasonal relationships may use 6-month terms. Long-term strategic relationships sometimes use 2- or 3-year initial terms with a price renegotiation right at each anniversary. Whatever the term, ensure the auto-renewal notice period is at least 60 days — shorter windows are routinely missed and create unintended binding renewals.\n",{"question":421,"answer":422},"Can one party change prices during the term of a trade agreement?","Only if the agreement expressly permits it. A well-drafted trade agreement includes a price-change mechanism that requires a minimum notice period — typically 30 to 90 days — before any price increase takes effect. Orders confirmed before the notice period expires should be fulfilled at the pre-change price. Without this clause, unilateral price changes mid-term may constitute a breach of the agreement.\n",[424,428,432,436],{"industry":425,"icon_asset_id":426,"specifics":427},"Manufacturing and wholesale","industry-manufacturing","Covers component and raw-material procurement with price-adjustment triggers tied to commodity indices, lead-time commitments, and minimum order quantities.",{"industry":429,"icon_asset_id":430,"specifics":431},"Retail and consumer goods","industry-retail","Seasonal pricing schedules, markdown and return allowance policies, EDI order integration references, and co-op advertising contribution terms.",{"industry":433,"icon_asset_id":434,"specifics":435},"Food and beverage","industry-food-beverage","Short inspection windows for perishable goods, shelf-life and code-date warranty requirements, cold-chain delivery specifications, and food safety recall procedures.",{"industry":437,"icon_asset_id":438,"specifics":439},"Import and export","industry-importer-exporter","Incoterms 2020 selection, multi-currency payment terms, export control and sanctions compliance representations, and customs documentation obligations.",[441,444,447,449],{"vs":85,"vs_template_id":442,"summary":443},"purchase-agreement-D12708","A purchase agreement governs a single, defined transaction — one buyer, one seller, one specific set of goods at one price. A trade agreement is a standing framework that governs all transactions between the parties during the term, with individual purchase orders issued under its rules. Use a purchase agreement for one-off deals; use a trade agreement when the relationship involves repeated transactions.",{"vs":101,"vs_template_id":445,"summary":446},"supply-agreement-D13180","A supply agreement is operationally deeper — it typically includes minimum purchase commitments, forecasting obligations, tooling ownership, quality audits, and vendor-managed inventory terms. A trade agreement focuses on the commercial terms (pricing, payment, delivery, warranty) without prescribing the operational mechanics of an integrated supply chain. Use a supply agreement when operational interdependency is high; use a trade agreement for a less operationally integrated buy-sell relationship.",{"vs":225,"vs_template_id":226,"summary":448},"A distribution agreement governs a reseller relationship — the distributor buys goods to resell to third parties, often within an exclusive territory. It includes sales targets, territory restrictions, marketing obligations, and brand standards. A trade agreement makes no assumptions about resale and imposes no exclusivity or sales performance requirements. Use a distribution agreement when a territorial or exclusivity structure is needed.",{"vs":144,"vs_template_id":232,"summary":450},"A service agreement governs the delivery of services — not physical goods — and focuses on scope of work, deliverables, acceptance criteria, and professional liability. A trade agreement is designed specifically for the transfer of title in tangible goods, with delivery risk, inspection rights, and product warranties that have no equivalent in a services context. Use a service agreement when no physical goods change hands.",{"use_template":452,"template_plus_review":456,"custom_drafted":460},{"best_for":453,"cost":454,"time":455},"Domestic B2B relationships involving standard goods at moderate transaction values with a counterparty you already know","Free","30–60 minutes",{"best_for":457,"cost":458,"time":459},"Cross-border transactions, relationships with high annual transaction values, or agreements including exclusivity or IP provisions","$300–$800","2–5 days",{"best_for":461,"cost":462,"time":463},"Strategic supplier or customer relationships with complex Incoterms, multi-currency structures, regulated products, or material limitation-of-liability exposure","$1,500–$4,000+","1–3 weeks",[465,470,475,480],{"code":466,"name":467,"flag_asset_id":468,"note":469},"us","United States","flag-us","Article 2 of the Uniform Commercial Code (UCC) governs the sale of goods in all US states and implies warranties of merchantability and fitness for purpose unless explicitly disclaimed in conspicuous language. State law on non-compete clauses, arbitration enforceability, and usury ceilings on late fees varies significantly. California, New York, and Texas each have commercial law nuances that can override standard contract language.",{"code":471,"name":472,"flag_asset_id":473,"note":474},"ca","Canada","flag-ca","Canada's Sale of Goods Acts (enacted provincially) imply similar merchantability and fitness warranties to the UCC. Quebec's Civil Code applies distinct rules to commercial contracts for parties operating in that province. Interest on overdue commercial accounts is subject to provincial usury limits. Arbitration clauses are broadly enforceable under the Commercial Arbitration Act and provincial equivalents, but must be clearly drafted.",{"code":476,"name":477,"flag_asset_id":478,"note":479},"uk","United Kingdom","flag-uk","The Sale of Goods Act 1979 and Consumer Rights Act 2015 imply statutory terms that cannot be excluded in consumer transactions but may be limited in B2B contracts under the Unfair Contract Terms Act 1977. Limitation-of-liability clauses must satisfy a 'reasonableness' test under UCTA to be enforceable. Post-Brexit, UK-based parties trading into the EU should specify whether English law or EU member-state law governs cross-border transactions.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"eu","European Union","flag-eu","The UN Convention on Contracts for the International Sale of Goods (CISG) applies automatically to cross-border goods contracts between parties in signatory states unless explicitly excluded. GDPR obligations attach to any trade agreement that involves the exchange of personal data, including contact details of employees involved in ordering or invoicing. Limitation-of-liability clauses are subject to member-state mandatory law, which varies — German, French, and Dutch courts apply different reasonableness standards.",[222,235,226,229,232,239,486,487,488,489,490,491],"purchase-order-D1411","sales-invoice-D383","letter-of-intent_acquisition-of-business-D5197","memorandum-of-understanding-D12548","master-service-agreement-D12657","credit-note-D13639",{"emit_how_to":189,"emit_defined_term":189},{"primary_folder":94,"secondary_folder":494,"document_type":495,"industry":496,"business_stage":497,"tags":498,"confidence":504},"sales-and-purchase","agreement","general","all-stages",[499,500,501,502,503],"contract","trade-agreement","commercial-contract","buy-sell","payment-terms",0.95,"\u003Ch2>What is a Trade Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Trade Agreement\u003C/strong> is a legally binding commercial contract that establishes the standing terms governing all buy-sell transactions between two businesses over a defined period. Where a purchase order records a single transaction and a supply agreement manages a deeply integrated supply chain, a trade agreement occupies the middle ground: it sets the rules for pricing mechanics, ordering and acceptance, payment terms, delivery obligations, inspection rights, product warranties, and dispute resolution — so neither party has to renegotiate core terms on every order. Once signed, individual purchase orders issued during the term are automatically governed by the agreement without requiring fresh negotiation.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a trade agreement, each purchase order between your business and a counterparty is a standalone transaction with no agreed framework for what happens when something goes wrong — a shipment arrives damaged, an invoice goes unpaid, or a price is disputed. The cost of that gap compounds with every transaction: you are exposed to implied warranties you may not have intended to give, liability you have not capped, and dispute-resolution processes that default to costly litigation. A signed trade agreement closes those gaps before the first order ships. It protects sellers against open-ended warranty claims, gives buyers a defined inspection and rejection right, caps each party's maximum exposure, and provides a fast-track escalation path when disputes arise — all without the operational overhead of a full supply agreement. This template gives you a professionally structured, attorney-reviewed starting point that covers every material commercial term, formatted for Word so you can edit, brand, and execute it in under an hour.\u003C/p>\n",1781185965167]