Carrier Service Agreement

CARRIER SERVICE AGREEMENT

This Carrier Service Agreement ("Agreement") is made and entered into as of by and between:

Carrier Name:

Carrier Address:

Client Name:

Client Address:

RECITALS

WHEREAS, Carrier is duly licensed, insured, and authorized to provide transportation and related logistics services and possesses the personnel, equipment and expertise necessary to handle the transportation of cargo in a safe and commercially reasonable manner; and

WHEREAS, Client desires to engage Carrier to transport goods described in individual shipping orders and Carrier agrees to provide such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the performance, payment, and liability allocation for the transportation services to be provided by Carrier to Client.

SCOPE OF WORK

Carrier shall provide transportation, pickup, delivery, and any agreed ancillary services for shipments tendered by Client in accordance with accepted shipping orders and the terms of this Agreement. Services shall include, but are not limited to, loading/unloading coordination, secure transport, and any required documentation preparation. Carrier shall perform services in compliance with applicable federal, state and local laws and regulations.

PAYMENT TERMS

Client shall pay Carrier for services rendered in accordance with the rates and schedule set forth below. Carrier will invoice Client upon completion of each shipment or on the schedule agreed in writing. All invoices are due and payable within days from the invoice date.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable collection costs, including attorneys' fees. Client shall be responsible for any accessorial or detention charges incurred due to Client's acts or omissions.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated as provided herein, shall continue until .

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for fifteen (15) days following written notice of breach, or immediately upon insolvency or cessation of business operations.

PERFORMANCE, COMPLIANCE AND INSURANCE

Carrier shall perform all services in a professional manner and in accordance with industry standards. Carrier represents and warrants that it maintains all licenses, permits, and authority required to provide the services and shall comply with all applicable laws, regulations and safety standards.

INDEMNIFICATION

Carrier shall indemnify, defend and hold harmless Client, its officers, directors and agents from and against all claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of Carrier's negligence, willful misconduct, breach of this Agreement, or failure to comply with applicable law. Client shall indemnify Carrier for claims arising out of Client's negligence or breach of this Agreement.

CONFIDENTIALITY

Each party shall maintain in strict confidence all non-public business information received from the other party relating to pricing, operations, customers, routes, and other proprietary matters ("Confidential Information") and shall not disclose or use such information except for performance under this Agreement. The confidentiality obligations shall not apply to information that is or becomes publicly available through no fault of the receiving party, was rightfully in the receiving party's possession prior to disclosure, or is required to be disclosed by law or valid order of a court or regulatory authority.

FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) to the extent such delay or failure is caused by circumstances beyond its reasonable control, including acts of God, strikes, pandemics, war, civil unrest, terrorism, embargoes, shortages of fuel or equipment, governmental actions, or severe weather events. The affected party shall provide prompt written notice to the other party and shall resume performance as soon as reasonably practicable.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising under or relating to this Agreement shall be resolved by binding arbitration conducted in accordance with the arbitration rules mutually agreed by the parties or, absent agreement, by a commercially reasonable arbitral process. The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.

ENTIRE AGREEMENT

This Agreement, including any schedules, exhibits and accepted shipping orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement shall be effective only if made in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by a nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section.

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