Business Services BOSCARD CARRIERS

Business Services BOSCARD CARRIERS - GENERAL BUSINESS AGREEMENT

WHEREAS

WHEREAS Client Name: , located at Address: (the "Client"), desires to engage services for transportation, logistics coordination and related business services from the Service Provider;

WHEREAS Service Provider Name: , located at Address: (the "Service Provider"), represents that it possesses the necessary licenses, equipment and experience to provide such services; and

WHEREAS the parties wish to set forth the terms under which the Service Provider will perform services for the Client, effective as of: Effective Date: .

SCOPE OF WORK

The Service Provider shall perform the services described below in accordance with professional industry standards and applicable laws. The parties acknowledge that BOSCARD principles (Background, Objectives, Scope, Constraints, Assumptions, Risks, Deliverables) inform the work plan and deliverables.

PAYMENT TERMS

Total Fee (currency unspecified unless noted): . Payment shall be made in accordance with the schedule and invoices described below.

Invoices are due within days of invoice date. Late payments shall incur a late fee of percent per month on the unpaid balance, or the maximum allowed by law, whichever is less. Client shall also reimburse reasonable collection costs and attorneys' fees for overdue amounts.

TERM AND TERMINATION

Term Commencement Date: .

Term Expiration Date or Project End Date: .

Either party may terminate this Agreement for cause upon written notice and a day cure period for material breaches. Either party may terminate for convenience by providing prior written notice of days. Termination does not relieve Client of the obligation to pay for work properly performed and accepted prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing 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 excludes information that is (a) already lawfully known to the Receiving Party without restriction, (b) becomes publicly known through no wrongful act of the Receiving Party, (c) is rightfully received from a third party free to disclose, or (d) independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform this Agreement, shall take reasonable measures to protect it, and shall not disclose it to third parties except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Upon termination or written request, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy Confidential Information and certify such destruction in writing.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules. The parties agree to negotiate in good faith to resolve disputes. If unresolved, disputes will be submitted to the exclusive jurisdiction of the state and federal courts located in the chosen state.

REPRESENTATIONS, INDEMNITY AND INSURANCE

Each party represents that it has the authority to enter into this Agreement. The Service Provider shall maintain at its expense all required licenses and insurance customary for carriers and logistics providers, including commercial liability and cargo insurance. The Service Provider shall indemnify and hold harmless the Client from claims arising from the Service Provider's negligence, willful misconduct or breach of this Agreement, subject to applicable limits of liability and insurance coverages.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits, and written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements, proposals or representations. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that the Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Severability: If any provision is found invalid, the remainder shall remain in full force. Notices: Notices shall be in writing to the billing or service addresses provided above or as updated in writing.

SIGNATURES

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