Business Services FTL Contract

BUSINESS SERVICES FTL CONTRACT

This Business Services FTL Contract (the Agreement) is made and entered into as of Effective Date: , by and between:

RECITALS

WHEREAS, Client seeks forward-transaction logistics and related business services to support Client's supply chain and commercial operations; and

WHEREAS, Service Provider represents that it possesses the expertise, personnel, facilities and equipment to provide freight, transportation and logistics services on a first-time load (FTL) basis in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided by Service Provider.

1. SCOPE OF WORK

Service Provider shall perform the services described below (Services). Service Provider shall provide all labor, equipment, fuel, route planning, permits, tolls, and other operational activities necessary to perform the Services in a professional manner and in compliance with applicable law.

2. PAYMENT TERMS

Compensation for Services shall be as set forth below. Client shall pay Service Provider the fees for Services performed in accordance with this Agreement. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices shall itemize charges, including any third-party expenses and applicable taxes. Unless otherwise agreed in writing, Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Services upon submission of documentation.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

Either party may terminate this Agreement immediately for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public business or technical information disclosed by either party to the other, whether in writing, orally or by inspection, that is designated as confidential or that a reasonable person would understand 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; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential obligations shall survive termination of this Agreement for a period of years, except for trade secrets which shall be protected for as long as the information qualifies as a trade secret under applicable law. Confidential Information does not include information that is (i) publicly known through no breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed by the receiving party, or (iv) required to be disclosed by law or court order (provided the disclosing party is given prompt notice to seek protective relief).

5. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement. The foregoing indemnity is subject to the indemnified party providing prompt written notice of any claim and reasonable cooperation in the defense thereof.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

6. COMPLIANCE WITH LAW; INSURANCE

Service Provider shall perform the Services in compliance with all applicable federal, state and local laws, rules and regulations, including transportation, safety and environmental laws. Service Provider shall maintain at its expense insurance customary for the industry and adequate to cover its liabilities under this Agreement. Upon request, Service Provider shall provide certificates of insurance reasonably satisfactory to Client.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to rules governing choice of law.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments executed by the 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a sale of substantially all of its assets or business to which this Agreement relates.

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

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