Charter Agreement

CHARTER AGREEMENT

This Charter Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [NAME OF PARTY A], (“Party A”), an individual with their 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]

AND: [NAME OF PARTY B], (“Party B”), an individual with their 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]

Collectively, both Party A and Party B shall be referred to as the “Parties” and individually as “Party.”

WHEREAS, the Parties desire to enter into a business relationship to [SPECIFY PURPOSE OF BUSINESS RELATIONSHIP];

WHEREAS, the Parties wish to evidence their contract in writing;

NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

PURPOSE

The purpose of this Agreement is to establish the terms and conditions under which the

arties will collaborate and work together

for the purpose of

[

SPECIFY PURPOSE /

NATURE OF COLLABORATION] to achieve their mutual goals

of [SPECIFY MUTUAL GOALS]

TERM

Parties

agree that

the

present Agreement shall be in force

from the [DATE]

unless terminated by either of the

rties in accordance

with

the present Agreement

ROLES AND

OBLIGATIONS OF PARTY A

Party A

agrees to perform the following

roles and

obligations:

[INSERT SPECIFIC ROLES AND OBLIGATIONS OF PARTY A]

ROLES AND

OBLIGATIONS OF PARTY B

Party B

agrees to perform the following

roles and

obligations:

[INSERT SPECIFIC ROLES AND OBLIGATIONS OF PARTY B]

OPERATIONS AND FINANCE

The

arties

shall

conduct

their

operations in accordance with the business plan attached hereto as Exhibit A

of this Agreement

. The

Parties

shall maintain accurate records of

their

financial transactions and shall prepare financial statements in accordance with generally accepted accounting principles

Sharing of Profit and Losses.

The profits and losses shall be shared by the

arties in proportion to their respective contributions

mentioned in Exhibit A of this Agreement.

RELATIONSHIP OF PARTI

Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between

the

arties

ASSIGNMENT

The

arties shall not assign any rights under the present Agreement to any other party without the mutual written consent of the

arties. Subject to the foregoing, this Contract will be binding upon the Parties’ heirs, executors, successors and assigns.

REP

ESENTATION AND WARRANTIES

The

arties represent and warrant to each other as follows:

They have

full power and authority to enter into this Agreement

including all rights necessary

to make the foregoing assignments to each other

hat in performing under the Agreement

they

will not violate the terms of any agreement with any third party.

DEFAULTS, REMEDIES AND TERMINATION

Events of Default: Each of the following shall constitute an Event of Default under this Agreement

Material Breach:

Either

arty

fail

in any material respect to comply with, observe, or perform, or shall default in any material respect in the performance of, the terms and conditions of this Agreement.

Material Misrepresentation:

Any represent

ation made by either

arty

hereunder shall be false or incorrect in any material respect when made, or is false in any materi

al respect at any point in time.

Remedies for Default: Except to the extent more limited rights are provided elsewhere in this Agreement, if an Event of Default occurs as defined above

the non-defaulting Party shall provide the defaulting Party with notice of the Event of Default. Following receipt of a notice of an Event of Default, the defaulting Party shall have

[

NUMBER OF

DAYS]

days to cure such Event of Default after receipt of notice thereof from the other Party, provided that if such failure is not capable of being cured within such

[

NUMBER OF

DAYS]

day period with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time, not to exceed thirty (30) days, so long as the defaulting Party is exercising reasonable diligence to cure such failure.

Termination for Default: Either Party shall have the right to immediately terminate this Agreement for an Event of Default

as defined above. If the required notice was given for an Event o

Default as defined in section

of this

greement

and the Event of Default is not cured by the expiration of the corresponding period for cure provided above, the Party not in default, by notice in writing to the defaulting Party, may, in addition to any other rights and remedies available to it under this Agreement, terminate this Agreement and/or any Statement of Work upon at least

[

NUMBER OF

DAYS]

days

’

prior written notice to the defaulting Party. Upon termination of this Agreement and/or any Statement of Work, all rights and obligations hereunder shall terminate, and neither Party shall have any further obligation or liability hereunder to the other Party, except for liabilities that are incurred prior to or upon termination

any other rights, obligations, or liabilities

which, by their nature, are intended to survive termination of the Agreement and/or any Statement of Work

Termination for N

o Default

Either

arty may forthwith terminate this

greement with

[

NUMBER OF

DAYS]

days

’

prior written notice to the other.

SEVERABILITY

If any term, covenant, condition or provision of this

Agreement

is held by a court of competent jurisdiction to be invalid, void or u

nenforceable, it is the

Parties

’

intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable

and the remainder of the provisions of this

Agreement

shall in no way be affected, impaired or invalidated as a result.

NOTICES

Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or

[

NUMBER OF

DAYS]

days after being placed in the post,

postage prepaid, to the

Parties

at the addresses contained in this

Agreement

or as the

Parties

may later designate in writing at the

address

provided by the

Parties

FORCE MAJEURE

For purposes of this

ection, "force majeure" means an event beyond the control of either

Party

, which by its nature could not have been foreseen by such

arty

, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.

either

arty

shall be under any liability for failure to fulfill any obligation under this

Agreement

, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure

provided that such

arty

shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.

WAIVER

In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable

GOVERNING LAW AND JURISDICTION

This

Agreement

shall be construed and enforced in accordance with the laws of

[STATE/PROVINCE].

The

Parties

submit to the jurisdiction of the courts of

[STATE/PROVINCE]

for the enforcement of this

Agreement

or any arbitration award or decision arising from this

Agreement

MEDIATION AND ARBITRATION

In the event a dispute arises out of or in connection w

ith this

Agreement

, the

Parties

shall attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a period of [

NUMBER OF

DAYS] days

then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of

[STATE/PROVINCE]

The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within

[STATE/PROVINCE].

INDEMNIFICATION

Parties

shall be indemnified and held harmless by

the

other

arty

from and against any and all claims of any nature wh

atsoever, arising out of

the

other

Party

performance.

Party

shall not be entitled to indemnification under this section for liability arising out of gross negligence or

wilful

misconduct of the

Party

or the breach by the

Party

of any provisions of this

Agreement

ENTIRE AGREEMENT

This

Contract

contains the entir

Agreement

between the

Parties

. All negotiations and understandings have been included in this

Agreement

. Statements or representations which m

ay have been made by any

arty

to this

Agreement

in the negotiation stages of this

Agreement

may in some way be inconsistent with this final written

Agreement

. All such statements are declared to be of no value in this

Agreement

. Only the written terms of this

Agreement

shall bind the

Parties

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

PARTY A PARTY B

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

EXHIBIT A

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