Carrier Service Contract

CARRIER SERVICE CONTRACT

This Carrier Service Contract ("Contract") is entered into as of by and between Carrier Name: with principal place of business at ("Carrier"), and Client Name: with principal place of business at ("Client"). Carrier and Client are sometimes referred to herein individually as "Party" and collectively as "Parties."

WHEREAS

WHEREAS, Carrier is duly licensed and equipped to provide transportation and logistics services for goods and freight in accordance with applicable laws and industry standards; and

WHEREAS, Client desires to engage Carrier to provide transportation, pickup, delivery and related logistical services described herein under the terms and conditions set forth in this Contract; and

WHEREAS, the Parties desire to set forth their respective rights, duties and obligations with respect to such transportation services.

SCOPE OF WORK

Carrier shall provide the transportation and related services described below. Carrier shall perform such services in a timely, safe and professional manner consistent with industry standards and applicable law.

PAYMENT TERMS

Client shall pay Carrier the compensation set forth below in consideration for the services provided under this Contract. All payments are due in United States Dollars unless otherwise agreed in writing.

Late payments shall accrue interest as set forth below and Client shall be responsible for all reasonable collection costs, including attorneys' fees, incurred by Carrier to collect past due amounts.

TERM AND TERMINATION

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

Either Party may terminate this Contract for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate immediately for cause if the other Party materially breaches this Contract and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each Party acknowledges that, in the course of performance, it may receive or have access to Confidential Information of the other Party. "Confidential Information" means trade secrets, pricing, customer lists, contract terms, technical data and other non-public information disclosed in written, electronic or oral form. Each Party shall (a) hold the other Party's Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted herein, and (c) use Confidential Information solely for the performance of this Contract. Confidential Information shall not include information which is or becomes publicly available without breach of this Contract, or is rightfully received from a third party without restriction.

Upon termination or expiration of this Contract, each Party shall promptly return or destroy the other Party's Confidential Information and certify in writing that it has complied with this obligation, except to the extent retention is required by applicable law or bona fide backup systems.

INSURANCE AND INDEMNIFICATION

Carrier shall, at its sole cost and expense, maintain and provide evidence of commercial motor carrier insurance, liability and cargo insurance in amounts customary in the industry and as required by law. Carrier shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any third-party claims, losses or damages arising out of Carrier's negligence, willful misconduct, or breach of this Contract, except to the extent caused by Client's negligence or willful misconduct.

GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising out of or relating to this Contract shall be resolved as provided herein.

DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve any dispute arising under this Contract by negotiation between senior executives. If the dispute is not resolved within sixty (60) days, the Parties may pursue any remedy available at law or in equity. Nothing in this Section shall prevent either Party from seeking injunctive relief to protect its Confidential Information or proprietary rights.

ENTIRE AGREEMENT

This Contract, including any attachments, exhibits and written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No modification, amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Contract shall be in writing and delivered to the addresses of the Parties set forth below or to such other address as a Party may specify by written notice to the other Party.

MISCELLANEOUS

Neither Party shall assign this Contract without the prior written consent of the other Party, except that either Party may assign this Contract in connection with a merger, sale of substantially all assets, or corporate reorganization provided that the assignee assumes all obligations hereunder. If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Parties are independent contractors and nothing herein shall create an agency, partnership, joint venture or employment relationship.

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