Business Logistics Coordination Document

BUSINESS LOGISTICS COORDINATION DOCUMENT

This Business Logistics Coordination Document (the "Agreement") is entered into as of between:

Client Name:    Client Contact:

Client Address:

Coordinator Name:    Coordinator Contact:

Coordinator Address:

RECITALS

WHEREAS, Client requires coordination of logistics services including transportation planning, warehousing coordination, scheduling, and vendor liaison for the movement of goods and related business activities ("Services"); and

WHEREAS, Coordinator represents that it has the experience, personnel, systems, and relationships necessary to perform the Services described herein and agrees to coordinate logistics on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

Coordinator shall perform the Services in accordance with the Scope of Services above, including but not limited to: route optimization, carrier engagement, coordination of pick-up and delivery windows, inventory movement tracking, exception reporting, and regular status updates to the Client. Any deviations from the Scope of Services must be approved in writing by both parties and documented as an amendment to this Agreement.

PAYMENT TERMS

Overdue invoices shall accrue a late fee equal to or the maximum amount permitted by law, whichever is less. Client is additionally responsible for reasonable collection costs, including attorneys' fees, incurred by Coordinator in collecting past-due amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues in full force until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective termination date. Upon termination for convenience, Client shall pay Coordinator for all Services performed and costs reasonably incurred up to the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches a material obligation under this Agreement and fails to cure such breach within 10 days after receipt of written notice specifying the breach. Material breach includes failure to pay undisputed amounts or repeated failure to meet agreed performance standards.

CONFIDENTIALITY

Each party acknowledges that in connection with the performance of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed by a party that is designated as confidential or that a reasonable person would consider confidential under the circumstances. Each receiving party shall (a) use Confidential Information only for the purposes of performing this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to third parties except to employees, contractors, and agents with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations survive termination for a period of years, unless a longer period is required by law.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, punitive, or special damages. Except to the extent resulting from gross negligence or willful misconduct, the aggregate liability of each party for claims arising under this Agreement shall not exceed the fees paid by Client to Coordinator in the six (6) months preceding the event giving rise to the claim.

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. Venue for any action arising out of this Agreement shall lie exclusively in the state or federal courts located in said state.

ENTIRE AGREEMENT

This Agreement, including any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Notices required under this Agreement shall be given in writing and delivered to the addresses set forth above or to such other address as either party designates in writing.

Certification: By signing below, each signatory certifies that they are authorized to bind the party for which they sign and that the information provided in this Agreement is accurate.

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