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DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA
<br />(Revised 8/1/2016)
<br />Buyer will have no right to cure) if Buyer either fails to pay any amount
<br />when due nr violates the provisions of paragraph 14 below. The right to
<br />terminate is in addition to any other remc& that may be available. A
<br />waiver of a default in one instance does not extend to any subsequent
<br />default.
<br />13. Export Sales. I;or any Product that will be exported from the U.S.A.
<br />by Buyer or another Party, all export -related requirements are the sole
<br />responsibility of Buyer or the Exporter. Seller is not responsible f'or
<br />compliance with U.S_ export control laws or requirements in such
<br />transactions unless it agrees to assume (hut responsibility in writing. Buyer
<br />acknowledges dial 1 roduct was designed and produced solely for
<br />commercial purposes. Further. Buyer agrees that unless specifically
<br />licensed ba the United States government, no Product received from Seller
<br />is intended to be nor will be, shipped either directly or indirectly, to any
<br />country entity, or person or for any end-use that is prohibited under die
<br />Export Administration Regulations ("LAR"), Office of Foreign Assets
<br />Control 'OFAC") regulations, International 'Traffic in Arms Regulations
<br />as otherwise prohibited by any applicable law or regulation.
<br />Any diversion contrary to U.S, law is strictly prohibited. Buyer shall
<br />indemnify and hold Seller harmless from all tines, penalties, costs. and
<br />expenses (including reasonable attorney fees) incurred by reason of the
<br />breach ofthe foregoing.
<br />Except where Seller has specifically provided to Buyer in writing the
<br />appropriate documentation necessary to substantiate that Product is eligible
<br />far NAIL 1'A or other preferential duty treatment. Product sold hereunder is
<br />deemed not eligible fbr NAFTA or any preferential duty treatment,
<br />For any Product that will be exported from the U,S.A. by Buyer, Seller
<br />reserves all tights as a manufacturer under l9 U.S.C. §1313 and related
<br />regulations and reserves all ri&lnts to claim drawback. Buyer will provide
<br />Seller with proof of export satisfactory to Seller and any outer infornation
<br />needed by Seller for the timely and accurate filing of Seller's claim.
<br />14. Trademarks. Buyer will not use Seller's name, trade or service
<br />marks, or trade dress in any way with regard to the Products.
<br />15. General. (A) The sale of Products to Buyer, and this Agreement, will
<br />be governed by Ohio law, without giving effect to its principles of conflict
<br />of laws provisions and excluding the United Nations Convention on
<br />Contracts for the International Sales of Goods. (B) Buyer's obligations in
<br />paragraphs 2, 5, 6, 11, 13, and 14 above will survive termination of this
<br />Agreement. (C) The invalidity or unenforceability of any part of this
<br />Agreement will not affect dir, validity or enforceability of its remaining
<br />Provisions. (D) This Agreement, and any rights or duties under it may not
<br />be assigned or delegated by Buyer; any attempted assignment or delegation
<br />by Buyer will be void. (E) In the event of a sale or transfer of all or
<br />substantially all of Buyer's equity shares or assets, or a controlling interest
<br />in either, by merger, acquisition, exchange, joint venture, or other similar
<br />transaction. Seller may, at its sole option, immediately terminate this
<br />Agreement. (F) No claim or notice relating to this Agreement to be given to
<br />Seller will be valid unless sent by certified mail return receipt requested or
<br />by a national overnight courier service to Seller addressed as follows:
<br />Manager, Wholesale Marketing, Marathon Petroleum Company LP, 539
<br />South Main Sleet, Findlay, Ohio 45840, All notices given by Seller to
<br />Buyer may be sent to the addresses shown on the must recent written
<br />correspondence sent to Seller by Buyer, or to such addresses as may be
<br />requested in writing by Buyer in the future. (G) No amendment or
<br />modification of this Agreement will be valid unless made in a writing
<br />signed by authorized representatives of both parties. Any attempt by either
<br />party. through a job order, purchase order. invoice, or other document, to
<br />vary in any degree any of the terms of this Agreement will be deemed
<br />immaterial and will be void, unless contained in an amendment executed as
<br />specified hereinabove. (II) No failure to exercise or election not to exercise
<br />any of a party's rights hereunder will constitute any waiver or modification
<br />of such rights, or be deemed to be a course of performance or dealing,
<br />modifying or waiving the parties' rights, remedies, dirties, obligations or
<br />liabilities under this Agreement or any part thereof. (1) This Agreement
<br />contains the entire agreement of the parties with respect to its subject
<br />matter.
<br />(425885.DOCX I
<br />Exhibit A - RFP E-03-22
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