Business Document Tpt Actual

Business Document Tpt Actual

Parties and Recitals

This General Business Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between:

Client Name:

Client Address:

Service Provider Name:

Provider Address:

WHEREAS, Client desires to obtain certain transportation-related and ancillary business services from Provider, and Provider has agreed to provide such services in accordance with the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, confidentiality and other material terms governing Provider's performance of the services described herein.

Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties acknowledge that descriptions below are intended to define the scope and not to limit Provider's reasonable means of performance.

Payment Terms

Client shall pay Provider the fees and expenses set forth below in consideration for Provider's services. All sums are payable in U.S. dollars unless otherwise agreed in writing.

Late payment shall accrue interest as set forth below and Provider may suspend performance for overdue amounts after providing written notice.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination for convenience by either party requires the providing of the notice period and payment for services performed through the effective date of termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other. Confidential Information shall mean nonpublic business, technical or financial information disclosed in writing or other tangible form and identified as confidential, or if disclosed orally, identified as confidential at the time of disclosure and confirmed in writing within 10 days.

Confidentiality Obligation: Each party shall (i) hold the other party's Confidential Information in strict confidence, (ii) not disclose such Confidential Information to any third party except as necessary to perform its obligations under this Agreement and pursuant to written confidentiality obligations at least as protective as those herein, and (iii) use the Confidential Information only for the purposes of performing obligations under this Agreement.

Confidentiality is: Mutual One-way (specify disclosing party in the scope of work)

Indemnification and Insurance

Provider shall indemnify, defend and hold harmless Client from losses arising out of Provider's negligent acts, willful misconduct, or breaches of this Agreement, subject to applicable limits set forth herein. Each party shall maintain insurance customary to its industry and sufficient to cover its obligations under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below without regard to conflict of law principles. The parties will first attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the parties cannot resolve the dispute by negotiation within 30 days, the dispute shall be resolved as set forth below.

Miscellaneous Provisions

Entire Agreement: This Agreement, together with any exhibits and SOWs incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral.

Amendment: No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Signature

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

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