Business Inbound Document

BUSINESS INBOUND DOCUMENT

Parties

Client Name:

Provider Name:

Recitals

WHEREAS, Client operates a business requiring inbound delivery, handling, onboarding, or acceptance of goods, materials, data, or services and desires to engage Provider to receive, inspect, process, or otherwise manage those inbound items on the terms set forth in this Agreement; and

WHEREAS, Provider has the technical capability, personnel, facilities, and insurance required to accept and perform inbound services in accordance with Client's specifications and applicable law; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and intending to be legally bound, the parties agree as follows.

Effective Date

This Agreement is effective as of (the Effective Date).

Scope of Work

Provider shall perform inbound services that may include receiving, inspecting, logging, storing, handling, testing, processing, and delivering inbound items to Client's designated locations, in accordance with Client's delivery instructions and the acceptance criteria set forth below. Provider shall maintain records of inbound activity and allow Client reasonable access for inspection.

Deliverables and Acceptance

"Deliverables" means inbound items and any resulting reports or records provided by Provider. Provider will inspect inbound items upon receipt and report any discrepancies to Client within days. Client shall have days following Provider's written notice to accept or reject Deliverables. Failure to timely reject shall constitute acceptance.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services and Deliverables. All fees are exclusive of taxes and duties which shall be the responsibility of the party required by law to pay them.

Late payments shall accrue interest at the rate specified above per month on the unpaid balance, or the maximum rate permitted by applicable law, whichever is less. Provider may suspend services for accounts more than days overdue, provided Provider gives Client at least days' prior written notice.

Term and Termination

The term of this Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days in advance. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential under the circumstances. Each recipient shall (i) hold Confidential Information in confidence, (ii) use it only for performance under this Agreement, and (iii) restrict disclosure to those employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is generally known to the public through no fault of the recipient, rightfully received from a third party without confidentiality obligations, or independently developed without use of the disclosing party's Confidential Information.

Upon termination or request, recipient shall return or destroy Confidential Information and certify such destruction if requested.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable for consequential, incidental, special, or punitive damages. Provider's aggregate liability for direct damages arising from or related to this Agreement shall be limited to the amount actually paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Insurance

Provider shall maintain insurance customary for inbound handling services, including commercial general liability and, where applicable, cargo and workers' compensation insurance. Upon request, Provider shall furnish certificates evidencing such coverage.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement

This Agreement, together with any exhibits or written statements of work executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations, and communications, whether written or oral. No amendment or modification will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets. Notices shall be in writing and delivered to the addresses set forth above.

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