EXCHANGE AGREEMENT
( ACORDO DE TROCA )

AGREEMENT made as of.... by and between A Inc., a ... Corporation having an address at... (hereinafter called  "A") and B Company, a... Corporation having an office at... (hereinafter called  "B").
Witnesseth 
	In consideration of the mutual covenants and promises hereinafter set forth, the parties hereto agree as follows: 
	1. Materials to be exchanged 
	a) B shall deliver to A, F.O.B. X, A's total annual requirements, not to exceed... barrels, of naphta meeting the following specifications (hereinafter referred to as  "B's naphta"): 
	- ...
	- ...
	b) A shall deliver to B, F.O.B. Y, such quantities of naphta meeting the following specifications (hereinafter referred to as  "A's naphta"): 
	- ...
	- ...

	as shall approximately equal the quantities of naphta delivered by B to A pursuant to subparagraph (a) of this Section 1. Deliveries of A's naphta shall be made in approximately equal quarterly amounts unless the parties agree in writing on a different delivery schedule.
	c) A's naphta and B's naphta are hereinafter collectively referred to as  "Product".
	2. Term 
	The Term of this Agreement shall commence on January 1, 1982 and continue until terminated on December 31, 1982, or on any anniversary thereof, by either party upon at least ninety (90) days prior written notice to the other party.
	3. Exchange basis 
	For each barrel of A's naphta delivered to B by A hereunder, B shall deliver on barrel of B's naphta to A.

	4. Exchange notices 
	Promptly after each shipment is made hereunder, the delivering party shall notify the receiving party in writing of the quantity of Product contained in such shipment.
	5. Taxes 
	Any and all taxes, excises and/or other governmental charges (except taxes on or measured by net income) whit respect to the production or sale of any Product delivered hereunder shall be for the account of the receiving party, and the receiving party shall reimburse the delivering party, upon receipt of proper invoice therefor, for the amount of all such taxes, excises and/or other charges that the delivering party may be required to pay and does pay, except where the law otherwise provides.
	6. Title and  Risk of  Loss 
	Title to, and risk of loss of, Product delivered hereunder shall pass at the F.O.B. point specified in Section 1 hereof.
	7. Force majeure 
	Neither party shall be liable for its failure to perform hereunder due to any occurrence beyond its reasonable control, including acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, governmental laws, ordinances, rules and regulations, whether valid or invalid (including, but not limited to, priorities, requisitions, allocations, and price adjustment restrictions), inability to obtain material, equipment or transportation, and any other similar or different occurrence. The party whose performance is prevented by any such occurrence shall notify the other party thereof in writing as soon as it is reasonably possible after the commencement of such occurrence, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the other party of the cessation of such occurrence.
	Any delivery of  Product omitted at the time or times required for such delivery hereunder due to either party's failure to perform its obligations hereunder due to any such occurrence shall be omitted from this Agreement and the term of this shall not be extended. If, due to any such occurrence, either party is unable to make any delivery or deliveries at the time or times required under this Agreement, such party shall have the right to allocate its available supply among is customers and its departments and divisions in a fair and equitable manner. In no event shall either party be obligated to purchase Product from others in order to enable it to deliver Product to the other party hereunder.
	8. Imbalances 
	If at the expiration of any calendar year there should be an imbalance in deliveries hereunder which results from failure of either party to deliver the quantity of Product required to be delivered by it hereunder up to said date and which has not been previously settled hereunder, the party then owing Product to the other party shall as soon as reasonably possible thereafter deliver to such other party the quantity of such Product equal to the amount of the imbalance, provided however: 
	a) if and to the extend such imbalance was caused by an occurrence provided for in Section 7, the owing party shall settle such imbalance by making payment to the other party as hereinafter provided in this Section 8. 
	or 
	b) if and to the extent such imbalance was not caused by such an occurrence and is equal to or less than one thousand (1.000) barrels, the owing party may, at its option, settle such imbalance by making payment to the other party as hereinafter provided, in lieu of delivering the quantities of  Product needed to correct such balance. Payment for settling any imbalance hereunder shall be made within forty (45) days after the expiration of the period do which such imbalance relates, in an amount determined by multiplying the number of units of the quantity of  Product received by said owing party which constitutes such imbalance, by the market price (as determined by B's or C's published price, whichever is lower) for each such unit of such Project in effect on the last year of the period to which such imbalance relates.
	9. Claims 
	Receipt by either party of any Product delivered hereunder shall be an unqualified acceptance of, and a waiver by such party of any all claims with respect to such Product, unless such party gives the other party written notice of claim within thirty (30) days after: 
	a) the date such Product arrives at the F.O.B point specified in Section 1 hereof, or 
	No waiver by either party of any breach by the other party of any of the terms of this Agreement shall be construed as a waiver of any subsequent breach, whether of the same or of a different term of this Agreement. Any assignment of this Agreement by either Party without the written consent of the other party shall be void. The validity, interpretation and performance of this Agreement shall be governed by the law of... The rights and remedies of the parties set forth in this Agreement shall not be exclusive and are in addition to all other rights and remedies of the parties hereto. This Agreement sets forth the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior understandings, negotiations and dealing between the parties hereto with respect to such subject matter.
	Headings used in this Agreement are inserted for convenience of reference only and shall no affect the interpretation of the various sections.
	IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of the date first above written.	 A						B by:						by: Title:						Title: 	b) the earliest date on which the basis for such claim becomes reasonably discoverable by the receiving party, whichever date is the later.
	Each party assumes all risk and liability for the results obtained by the use, in manufacturing processes of such party or in combination with other substances, of any Product which is delivered to it hereunder and which meets the specifications for such Product contained in or referred to in this Agreement. No claim of any kind, whether or not as to Product delivered, and whether or not based or negligence, shall be greater in amount than the value of such Product determined at the market price for such Product of the party against whom such claim is made in effect at the time such claim is made. In no event shall either party be liable for special, indirect or consequential damages, whether or not caused by or resulting from the negligence of such party.
	10. Warranties 
	Each party warrants that Product delivered by it hereunder meets the specifications for such Product hereunder. There are no express warranties other than those specified herein. NO WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTY OR MERCHANTABILITY, SHALL BE IMPLIED.
	11. Default 
	Subject to the provision of Section 7 hereof, if either party hereto shall fail to perform or fulfill, at the time and in the manner herein provided, any obligation or condition required to be performed or fulfilled by such party hereunder, and if such party fails to remedy any such failure within sixty (60) days after written notice thereof has been given to it by the other party, the other party shall have the right to terminate this Agreement by giving written notice of termination to the defaulting party.
	12. Miscellaneous 
	No modification of, addition to, or waiver of any kind of the terms of this Agreement: 
	a) shall be binding upon either party unless in writing and signed by an authorized representative of such party, or.
	b) shall be effected by the acknowledgement or acceptance of purchase orders or others forms containing additional or different terms or conditions, whether or not signed by an authorized representative of such party.