Business Landside Agreement

BUSINESS LANDSIDE AGREEMENT

This Business Landside Agreement (the Agreement) is entered into as of (the Effective Date) by and between:

RECITALS

WHEREAS, Provider operates and manages landside operations, including but not limited to terminal access coordination, vehicle staging, loading and unloading zones, and related logistics services at the premises described in this Agreement; and

WHEREAS, Client requires landside services for the movement, staging, and handling of goods and vehicles in connection with its business operations and desires to engage Provider to perform such services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall provide landside services including scheduling, staging, access control, on-site coordination, and loading/unloading supervision as described below. Services shall be performed at the locations and in the manner agreed by the parties and in compliance with applicable laws and terminal rules.

PAYMENT TERMS

Client shall pay Provider for services rendered in accordance with the rates and schedule set forth below. All charges are exclusive of taxes unless otherwise stated; Client shall be responsible for applicable taxes.

Payment shall be due within days of invoice receipt unless otherwise agreed in writing. Late payments shall accrue interest as follows:

If Client disputes any portion of an invoice, Client shall notify Provider in writing within days of receipt, specifying the reasons for dispute and providing relevant documentation. Undisputed amounts remain payable when due.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for a period of days after written notice of such breach.

Upon termination, Client shall pay Provider for all services performed and reasonable costs incurred through the effective date of termination, including any demobilization costs reasonably incurred by Provider.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as required to perform obligations under this Agreement or as required by law. "Confidential Information" means non-public business, financial, operational, or technical information disclosed in writing or another tangible form and designated confidential, or disclosed orally and identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no wrongful act of the Receiving Party; (b) was in the Receiving Party's possession prior to receipt without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

INSURANCE AND INDEMNIFICATION

Provider shall maintain and carry at its expense commercial general liability, automobile liability, and workers' compensation insurance with minimum limits no less than those specified below. Provider shall provide evidence of insurance upon Client's reasonable request.

Each party shall indemnify and hold harmless the other party from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement, subject to applicable law and any limitations set forth herein.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight carrier, or certified mail (return receipt requested) to the addresses set forth above or to such other address as either party designates by written notice to the other.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments, and written amendments signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective except in a writing signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed and the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship.

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