Business Letter to CBP

Business Letter to CBP — Services Agreement

Date:

To: Address:

From: Contractor Address:

RECITALS

WHEREAS, Contractor is engaged in the business of providing logistics, advisory, and compliance services related to import and export operations, and possesses the requisite experience and personnel to perform services described herein; and

WHEREAS, CBP has solicited or is willing to accept certain commercial services from Contractor for support of customs-related processes as described in this agreement, subject to the terms and conditions set forth below; and

WHEREAS, the parties desire to document the scope, payment, confidentiality, and governance of the services to ensure compliance with applicable law and orderly performance.

SCOPE OF WORK

Contractor shall provide the services described above in a professional manner consistent with industry standards and shall furnish personnel, materials, and equipment as required. All deliverables shall be provided in the form and on the schedule set forth in the Scope of Work or otherwise agreed in writing by the parties.

PAYMENT TERMS

All invoices shall be due and payable in U.S. dollars within the payment period specified above. Any undisputed amounts not paid when due shall accrue interest at the rate set forth in the Late Payment Fee field above. Disputes as to invoiced amounts must be raised in writing within ten (10) business days of receipt; undisputed portions shall remain payable.

TERM AND TERMINATION

This Agreement commences on: and terminates on: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing the other party the number of days' prior written notice specified above. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services performed.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Contractor acknowledges that certain information disclosed by CBP may be protected by law or regulation and agrees to treat such information as Confidential Information.

The receiving party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) implement reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized disclosure. The obligations in this section do not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

If the receiving party is compelled by law, regulation, or valid order to disclose Confidential Information, it shall promptly notify the disclosing party (to the extent legally permitted) and cooperate in any lawful effort to obtain confidential treatment or protective orders. Upon termination or expiration of this Agreement, the receiving party shall, upon request, return or certify destruction of Confidential Information, except to the extent retention is required by law or necessary for archival, audit, or accounting purposes.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of law principles. The parties agree that exclusive venue for any action arising out of or relating to this Agreement shall be the state or federal courts located in the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL CERTIFICATIONS

Contractor certifies that it will comply with all applicable laws, regulations, and directives in performing services under this Agreement, and that Contractor will not engage in any activity that would create a conflict of interest with CBP's mission. Contractor agrees to maintain any required licenses and insurance coverages and to provide proof of same upon request.

ADMINISTRATIVE INFORMATION

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