Carrier Agreement

CARRIER AGREEMENT

Parties

This Carrier Agreement (the Agreement) is entered into by and between the parties identified above and is effective as of (Effective Date).

Recitals

WHEREAS, Carrier is duly licensed and equipped to provide transportation services and possesses all necessary permits, authority, equipment, and personnel to perform the services contemplated by this Agreement; and

WHEREAS, Client desires to engage Carrier to transport goods on the terms and conditions set forth herein, and Carrier agrees to provide such transportation services under the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as follows:

1. Scope of Work

Carrier shall provide transportation and related services for cargo tendered by Client as described below. Carrier shall perform all services in a commercially reasonable manner and in compliance with all applicable laws, regulations, and industry standards.

2. Payment Terms

In consideration for the services performed by Carrier, Client shall pay Carrier the amounts set forth below in accordance with the invoicing and payment procedures described in this Section.

All amounts payable under this Agreement are exclusive of taxes, duties, and assessments. Client shall pay any sales, use, excise, or similar taxes imposed on the transactions hereunder, excluding taxes based on Carrier's net income.

3. Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within the notice period identified above. Either party may terminate for convenience upon providing the notice specified above and payment of any amounts owed for services performed through the termination date.

4. Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive confidential or proprietary information of the other party. Except as required by law, each party agrees to: (a) hold such information in strict confidence; (b) use the information only for performance of its obligations under this Agreement; and (c) not disclose such information to any third party without the prior written consent of the disclosing party. Confidential information does not include information that is or becomes publicly available without breach of this Agreement or is rightfully received from a third party without restriction.

5. Insurance; Indemnification; Liability

Carrier shall maintain at its expense all insurance customary and required for the performance of transportation services, including but not limited to commercial auto liability, cargo liability, and employer's liability. Upon request, Carrier shall provide certificates of insurance evidencing such coverage.

Carrier shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Carrier's negligent performance, willful misconduct, or breach of this Agreement, except to the extent caused by Client's own negligence or willful misconduct.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR BODILY INJURY OR DEATH RESULTING FROM ITS NEGLIGENCE.

6. Compliance with Laws

Each party shall comply with all applicable federal, state, and local laws, regulations and permits applicable to its performance under this Agreement, including but not limited to transportation, hazardous materials, employment, and environmental laws. Carrier specifically warrants that it holds all permits and authority necessary to transport the cargo and that all drivers are properly licensed and qualified.

7. Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or such other address as either party designates in writing.

8. 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 conflicts of law principles. Any dispute, claim or controversy arising out of or relating to this Agreement shall be resolved by the state or federal courts located in the selected jurisdiction, and each party hereby submits to the exclusive jurisdiction and venue of such courts.

9. Entire Agreement; Amendments

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

10. Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in interest upon written notice to Carrier.

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