Exhibit 10.4
Execution Version
TERMINATION AGREEMENT
This Termination Agreement (this “Agreement”) is entered into on November 21, 2023 by and between USD Marketing LLC, a Delaware limited liability company (“USDM”), and Stroud Crude Terminal LLC, a Delaware limited liability company (“SCT”). Each of USDM and SCT is referred to herein as a “Party” and, collectively, the “Parties”.
WHEREAS, USDM and SCT are parties to that certain Marketing Services Agreement, dated as of May 31, 2017, by and between the Parties (as amended, supplemented or otherwise modified prior to the date hereof, the “MSA”); and
WHEREAS, the Parties desire to terminate the MSA in its entirety.
NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agrees as follows:
1. Termination of the MSA. The Parties herby consensually agree that the MSA shall be terminated in its entirety, effective as of November 21, 2023 (the “Termination Date”).
2. Miscellaneous.
(a) Representations and Warranties. Each Party represents and warrants to the other Party that, as of the Termination Date, (i) such first Party has the full legal right and full legal capacity to execute and deliver this Agreement, (ii) such first Party has full power and authority to execute, deliver and perform its obligations under this Agreement, and (iii) this Agreement has been duly executed and delivered by such first Party and is legal, valid, binding and enforceable upon and against such first Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, public policy or other equitable considerations.
(b) Entire Agreement. This Agreement contains the entire understanding of the Parties and supersedes all prior agreements, understandings, negotiations and discussions between the Parties regarding same, whether oral or written. There are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein. No supplement, amendment, alteration, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties.
(c) Severability. This Agreement shall be deemed to be severable in nature. If for any reason any paragraph, term or provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, all other valid provisions of this Agreement shall remain in full force and effect. If for any reason any portion of the paragraphs, terms or provisions of this Agreement is held to be too broad or to any extent invalid as written, then the Parties agree that such provisions shall be enforced to the fullest extent to which they may be found enforceable under applicable law.
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