/2434/, K.A.G and Vitubia Mycological Society Acquisitions Trade Deal

This Service Agreement ("Agreement") dated Wednesday, 3 August 1101 VTE ("Effective as of Friday, 5 August 1101 VTE") is made between Vitubia Mycological Society (The "Client") located at Krateia, Greater Antiocheia, Syndoneia /pcg/ and The /2434/ and K.A.G Trade representatives (The "Contractor"), located at Katrina, /2434/ for the purpose of setting forth the exclusive terms and conditions by which the Client desires to acquire certain services from the Contractor.

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:

Scope of Services

Client retains the above Contractor, and the Contractor agrees to perform for the Client, certain services set forth in Exhibit A to this Agreement (the “Services”). Any Service outside of the scope as defined in Exhibit A to this Agreement will require a new Agreement for other services agreed to by the Parties.

The Contractor shall perform the services as defined in Exhibit A at the following location(s):

1. Within the City of Katrina, /2434/ will provide adequate alchemical facilities, equipment, and staff to facilitate the production of fungi based alchemical products and byproducs, as well as the cultivation of magic affected fungal colonies.
   1. (a) Adequate being characterised by what the Contractor deems as Reasonable ("Reasonable").
2. Protection and security of these facilities and their products, staff and equipment will be maintained by /2434/ at their own expense and risk to their security personnel.
   2. (a) In the event that an Overwhelming ("Overwhelming") force seeks to compromise security, /2434/ is responsible for the evacuation of VMS Staff ("VMS Staff" being members of VMS and not subcontractors), as well as security class-4 samples.
3. Transport and trade of all products produced within the City of Katrina will be managed by the K.A.G under the discretion of the VMS Regional Director.
   3. (a) Trade deals for said products is to be brokered by the VMS Regional Director, while the honouring of these contracts will be done by K.A.G.
      (b) any trade disputes will be handles by the VMS Regional Director, and failure to meet the trade deal conditions that is caused by VMS Acquisitions production facilities will be handled financially by VMS.
4. In the event of trade ships being the target of piracy or banditry, K.A.G will provide the necessary security forces to ensure that the product arrives at its destination unharmed and in time.
   4. (a) K.A.G maintains the right to deny trade contracts based on deeming them unreasonably dangerous, or that the resources involved in honouring them is not worth the potential profits.

Consideration / Compensation. In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to the Client (as determined by the Client), the Client shall provide the Contractor shall be compensated as follows:

1. The rights to half of all gross income from fungi and alchemical product sales, produced from the City of Katrina; and one third of all gross income from products produced outside of /2434/ but traded via the use of K.A.G vessels or land trading routes.
2. /2434/ contracts with VMS Acquisitions will be first priority within the facilities in Katrina and will be produced at half the cost to /2434/ due to their hosting of VMS.
   2. (a) VMS Staff maintain the right to refuse /2434/ requests at their own discretion, failure to complete a /2434/ request due to lack of VMS staff constitutes a Reasonable Excuse ("Reasonable Excuse") for the termination of this contract.

Service Disputes

The Client shall notify the Contractor in writing of any dispute with a service along with any substantiating documentation or a reasonably detailed description of the dispute within 2 months from the date of the Client’s receipt of such service subject to dispute.

The Client will be deemed to have accepted all services for which the Contractor does not receive timely notification of a dispute and shall pay all undisputed amounts due under such services within the period set forth in this Agreement. The Parties shall seek to resolve all such disputes expeditiously and in good faith.

Supplies and Equipment. The Contractor, at their own expense, shall furnish their own supplies and equipment necessary to deliver and complete the Services as defined under this Agreement unless otherwise agreed upon by the parties. Should the Client not furnish the agreed upon supplies, the Client understands they will be responsible for reimbursing the Contractor for all expenses incurred.

Termination. This Service Contract may be terminated at any time by mutual agreement by the Client and Contractor.

This Service Contract shall be effective on the date hereof and shall continue until terminated by either party upon 2 months written notice.

The Client understands that the Contractor may terminate this agreement at any time if the Client fails to pay for the Services provided under this Agreement or if the Client breaches any other material provision listed in this Service Contract Client agrees to pay any outstanding balances within 2 months of termination.

No Exclusivity. The Parties subject to this Agreement understand and acknowledge that the services provided by the Contractor are not exclusive. Each Party respectively agrees that they are free to enter into other similar arrangements with other parties.

Subcontractors. Except otherwise stipulated, the Contractor may, at their discretion, retain a third-party subcontractor to perform some of all of the services of the Services under this Agreement and the Client agrees not to retain or employ any outside parties to help with the Services.

Assignment and Subcontracts. The Parties to this Agreement shall not assign responsibilities they have agreed to under this Agreement to any other party or individual, except with the written consent and approval of both Parties.

Governing Law. This Service Contract shall be governed in all respects by the laws of the State of Syndoneia without regard to the conflict of law provisions of such state. This Agreement shall be binding upon the successors and assigns of the respective parties.

Amendment. This Agreement may be amended only by a writing signed by all of the Parties hereto.

Entire Agreement

This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.

Signed: Professor Tully, Acting Head of Vitubia Mycological Society Wednesday, 3rd August 1101 VTE
Signed: /2434/ and K.A.G Trade representative Wednesday, 3rd August 1101 VTE