Business Logwin Request

BUSINESS LOGWIN REQUEST

Requesting Party:     Provider:

RECITALS

WHEREAS, Requesting Party requires logistics, warehousing, transportation, and related business services (the "Services") in connection with its commercial operations; and

WHEREAS, Provider represents that it has the expertise, capacity, and regulatory authority to perform the Services described in this Business Logwin Request and is willing to provide such Services pursuant to the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Service Location(s):

PAYMENT TERMS

Invoicing Frequency:     Payment Due (days):

Late Fee:     Late Fee Applies After (days):

Taxes and Duties:

TERM AND TERMINATION

Commencement Date:     Termination Date/End Date:

Either party may terminate this Request for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure within thirty (30) days following receipt of notice of breach.

CONFIDENTIALITY

Each party agrees to maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (i) is or becomes generally known to the public through no act or omission of the receiving party; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed by the receiving party without reliance on the disclosing party's Confidential Information. The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Materials Provided: Yes

GOVERNING LAW

This Business Logwin Request and all disputes arising out of or related to it shall be governed by and construed in accordance with the laws of , excluding any conflicts-of-law rules that would apply another jurisdiction's law.

ADDITIONAL PROVISIONS

Assignment: Neither party may assign or delegate its rights or obligations under this Request without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

Insurance and Indemnity: Provider shall maintain insurance appropriate for the scope of services and shall indemnify and hold harmless Requesting Party from third-party claims arising out of Provider's negligent performance of the Services, subject to customary defenses and limitations.

ENTIRE AGREEMENT

This Business Logwin Request, together with any referenced attachments, exhibits, or accepted purchase orders, 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 amendment or waiver must be in writing and signed by both parties.

ADMINISTRATIVE CONTACTS

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