Business DRAY Document

BUSINESS DRAY AGREEMENT

THIS BUSINESS DRAY AGREEMENT (the Agreement) is made effective as of by and between (Carrier) and (Shipper). The parties agree as follows:

WHEREAS

WHEREAS, Carrier is duly licensed and equipped to provide drayage services, including local pickup, handling and short-distance delivery of intermodal containers and related cargo; and

WHEREAS, Shipper requires drayage services for moving containers to and from ports, terminals, rail ramps and warehouse facilities in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms, conditions, duties, compensation and liabilities applicable to the performance of drayage services.

SCOPE OF WORK

Carrier shall provide drayage services including, but not limited to, container pickup, transport, chassis provision (if required), delivery to designated facilities, short-term storage as agreed, and reasonable staging and documentation necessary to effectuate movement of cargo (the Services). Specific routes, container counts, and service levels shall be documented in individual work orders or service confirmations executed by the parties.

PAYMENT TERMS

Compensation for Services shall be as set forth below. Unless otherwise agreed in writing, charges are calculated per container or movement as described in the applicable service confirmation.

Overdue payments shall bear interest at per month or the maximum lawful rate, whichever is less. A minimum late charge of may be assessed.

TERMS AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

CONFIDENTIALITY

Each party shall hold in confidence Confidential Information received from the other party and shall not disclose such information except to employees, agents or subcontractors on a need-to-know basis or as required by law. "Confidential Information" includes pricing, operational instructions, customer lists and other non-public business information. Confidential obligations survive termination of this Agreement for years.

INSURANCE, LIABILITY AND INDEMNITY

Carrier shall maintain, at its expense, commercially reasonable insurance coverage including automobile liability, cargo insurance and workers' compensation as required by applicable law. Carrier's liability for loss, damage or delay of cargo shall be governed by applicable statutes and the parties' written service confirmations, subject to any agreed declared value or limitation. Each party shall indemnify, defend and hold harmless the other from claims arising from its negligence or willful misconduct.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any referenced service confirmations and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations and warranties, whether written or oral.

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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