Business Services SF Express

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES SF EXPRESS

This Business Services Agreement (Agreement) is made as of by and between Service Provider: with principal place of business at and Client Name: with principal place of business at .

Recitals

WHEREAS, Service Provider operates a business that provides logistics, courier coordination, operational support and related business services under the trade name SF Express and possesses the personnel, infrastructure and expertise necessary to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform certain business services described in this Agreement, and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described above using personnel with appropriate qualifications and in accordance with applicable laws and industry standards. Service Provider may engage subcontractors provided that Service Provider remains responsible for subcontractor performance. Any materially different or additional services shall be agreed in writing as a Change Order signed by both parties.

Payment Terms

Invoices are payable within days of invoice date (Net days). Payments shall be made in United States Dollars unless otherwise agreed in writing. Accepted payment methods: Bank transfer Check Credit card

Overdue amounts shall accrue interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law. In addition, Service Provider may suspend performance for invoices more than days overdue after providing written notice.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below. The initial term may be renewed by mutual written agreement of the parties.

Either party may terminate this Agreement for convenience by delivering written notice to the other party at least days prior to the intended termination date. Upon termination for convenience, Client will pay Service Provider for all services performed and approved expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice 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. Termination shall be without prejudice to any other remedies available at law or in equity.

Confidentiality

"Confidential Information" means all non-public information disclosed by a disclosing party to the 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. Confidential Information does not include information that: (a) is or becomes publicly known without breach of this Agreement by the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully obtained by the receiving party from a third party without restriction and without breach of this Agreement; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence and exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information (but in no event less than reasonable care); (ii) use Confidential Information only to exercise rights and perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Indemnification and Insurance

Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, losses or expenses resulting from Service Provider's gross negligence or willful misconduct in providing the services. Client shall indemnify, defend and hold harmless Service Provider from and against claims arising from Client's negligent instructions or willful misconduct. Each party shall maintain insurance coverage appropriate to the services provided, including commercial general liability and professional liability where applicable.

Limitation of Liability

Except for a party's indemnification obligations, gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability under this Agreement shall in no event exceed the total amount paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Notices

Governing Law and 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 principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved by negotiation within forty-five (45) days, either party may pursue any remedy available at law or in equity.

Entire Agreement; Amendment

This Agreement, including all schedules and written Change Orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, proposals and communications. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Survival

The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to confidentiality, payment obligations, indemnification and limitation of liability.

Additional Terms

Sign Now