Business Services Agreement for Logistics LLC

BUSINESS SERVICES AGREEMENT FOR LOGISTICS LLC

This Business Services Agreement ("Agreement") is made and entered into as of by and between Service Provider Name: Logistics LLC, a limited liability company organized under the laws of , and Client Name: .

RECITALS

WHEREAS, Logistics LLC is engaged in the business of providing logistics, transportation coordination, warehousing oversight, and related operational services (collectively, "Services") and represents that it has the personnel, systems and expertise necessary to perform the Services described in this Agreement;

WHEREAS, Client desires to retain Logistics LLC to provide the Services on the terms and conditions set forth in this Agreement, and Logistics LLC is willing to provide such Services to Client in accordance with this Agreement;

WHEREAS, the parties desire to set forth their respective rights and responsibilities with respect to the performance of the Services and compensation for those Services commencing on the Effective Date.

SCOPE OF WORK

Logistics LLC shall provide the Services described below. The Services shall include, without limitation, coordination of carriers, scheduling, warehousing oversight, shipment tracking, documentation management, and liaison with third-party vendors as necessary to fulfill Client instructions.

PAYMENT TERMS

In consideration for the Services, Client shall pay Logistics LLC the fees and expenses set forth in this section. All fees are exclusive of taxes, which Client shall additionally be responsible to pay where applicable.

Unless otherwise agreed in writing, Client shall pay invoiced amounts within days of receipt of a correct invoice. Amounts unpaid after such date shall accrue a late fee of % per month or the maximum lawful amount, whichever is less. In addition, Client shall reimburse Logistics LLC for reasonable collection costs and interest where permitted by law.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach in reasonable detail.

Upon termination, Client shall pay Logistics LLC for all Services performed and reimbursable expenses incurred through the effective date of termination. Logistics LLC shall deliver to Client all work in progress and any Client materials in Logistics LLC's possession, subject to Client's payment of outstanding amounts.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, in writing, or by inspection, 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.

The Receiving Party shall (a) hold Confidential Information in strict confidence and take reasonable precautions to protect such Confidential Information, (b) not disclose Confidential Information to any third party except as permitted under this Agreement, and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. The foregoing obligations do not apply to information that (i) is or becomes publicly available without breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) was in the Receiving Party's possession prior to disclosure, or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Logistics LLC may assign to an affiliate or to a successor in connection with a change of control. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties; Logistics LLC shall perform the Services as an independent contractor.

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