Business UPS Document

Business UPS Document

Parties

Recitals

WHEREAS, Client operates a commercial enterprise requiring regular parcel pickup, shipment handling, and delivery coordination (the Services); and

WHEREAS, Provider is engaged in the business of parcel transportation, logistics coordination, and related supply chain services and represents that it has the necessary qualifications, personnel, authorizations, and equipment to perform such Services;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows, effective as of (Effective Date).

Scope of Work

Provider shall perform the following Services for Client in accordance with the terms of this Agreement. Provider shall furnish all labor, equipment, permits, and supervision necessary to perform the Services and shall comply with all applicable laws and industry standards.

Payment Terms

Client shall pay Provider for the Services in accordance with the fees and schedule set forth below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

One-time payment upon invoice

Monthly installment (net days)

Per-shipment billing (invoiced upon completion)

Any amount not paid when due shall bear interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Provider may charge a late fee of for each delinquent invoice.

Term and Termination

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

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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 excludes information that (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully in the receiving party’s possession prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction.

The receiving party shall: (i) hold the Confidential Information in strict confidence; (ii) use the Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party’s negligence, willful misconduct, or breach of this Agreement, except to the extent caused by the indemnitee’s negligence or willful misconduct.

Entire Agreement

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier, or other commercial delivery service and shall be effective upon receipt. The parties may update their notice addresses by written notice to the other party.

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