Business POD Add

BUSINESS POD ADDENDUM

This Business POD Addendum ("Addendum") is entered into effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client and Service Provider are parties to a Master Services Agreement identified as Agreement Number: , effective (the "Master Agreement");

WHEREAS, the parties desire to modify and supplement the Master Agreement to establish specific procedures and terms governing proof of delivery ("POD") requirements for shipments and deliveries performed by Service Provider for Client.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Compensation for services performed under this Addendum shall be as follows: Total Payment Amount: $ payable in accordance with the schedule below.

Invoices submitted by Service Provider shall be due and payable within days of receipt. Overdue amounts shall accrue interest at a rate of % per month or the maximum rate permitted by law, whichever is lower. A minimum late charge of $ shall apply to any invoice outstanding more than 30 days.

TERM AND TERMINATION

The term of this Addendum shall commence on and shall continue in effect until , unless earlier terminated in accordance with this section.

Either party may terminate this Addendum for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if the non‑terminating party materially breaches any term of this Addendum and fails to cure such breach within 15 days of receiving written notice.

CONFIDENTIALITY

Each party shall treat as confidential all nonpublic 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 (a) is or becomes generally available to the public other than as a result of a breach of this Addendum, (b) was known to the receiving party prior to disclosure by the disclosing party, or (c) is rightfully received from a third party without restriction.

The receiving party shall not use Confidential Information for any purpose other than performing its obligations under this Addendum. This obligation shall continue for a period of years following termination or expiration of this Addendum, unless a longer period is required by law.

GOVERNING LAW; DISPUTE RESOLUTION

This Addendum shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Addendum by negotiation between senior executives. If the dispute is not resolved within 30 days, either party may pursue any remedy available under applicable law.

ENTIRE AGREEMENT; AMENDMENTS

This Addendum, together with the Master Agreement and any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate power and authority to enter into this Addendum and to perform its obligations hereunder, and that this Addendum constitutes a valid and binding obligation enforceable in accordance with its terms.

NOTICES

Notices shall be in writing and delivered personally, by certified mail, return receipt requested, or by nationally recognized overnight carrier to the addresses specified above, or to such other address as either party may specify in writing.

ADDITIONAL PROVISIONS

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