Courier Service Agreement

COURIER SERVICE AGREEMENT

This Courier Service Agreement (the Agreement) is entered into by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of transporting, handling and delivering documents, parcels and freight and maintains personnel, vehicles and insurance appropriate for such services; and

WHEREAS, Client requires courier services for the pickup, transport and delivery of Client goods and authorizes Service Provider to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision and payment for such courier services.

1. SCOPE OF WORK

Service Provider shall perform courier services consisting of pickup, transport, and delivery of items described by Client in accordance with accepted service orders. Specific duties include timely pickup, secure handling, proof of delivery, routing and communication with Client concerning delivery status.

2. SERVICE LEVELS; PERFORMANCE

Service Provider shall perform services in a professional manner consistent with industry standards. Service Provider shall use reasonable care in handling Client items, make commercially reasonable efforts to meet agreed pickup and delivery windows, and provide proof of delivery upon completion. Delays caused by weather, traffic, Client instructions or force majeure events shall not be considered breaches if reasonable notice is provided to Client.

3. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration of services rendered. All fees are exclusive of taxes which shall be paid by Client unless a valid exemption is provided.

4. INSURANCE, LIABILITY AND CLAIMS

Service Provider shall maintain commercially reasonable insurance including automobile liability, cargo insurance and workers' compensation as required by law. Client acknowledges that the maximum liability of Service Provider for loss, damage or delay to Client items will not exceed the lesser of (a) the actual documented value of the item, or (b) the limit of coverage carried for cargo for the specific shipment, unless a higher declared value and applicable additional charge have been agreed in writing prior to shipment.

All claims for loss, damage or shortage must be reported in writing within five (5) business days of delivery for visible defects and within ten (10) business days for concealed damage. Service Provider shall not be liable for loss or damage resulting from improper packaging by Client, inherent vice of the goods, or events beyond reasonable control.

5. CONFIDENTIALITY

Each party agrees that all non-public business information, customer lists, pricing, personal data and other materials disclosed by one party to the other in connection with this Agreement shall be held in strict confidence and used solely for the performance of this Agreement. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party, or that is rightfully received from a third party without restriction.

6. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement 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 material breach that remains uncured for fifteen (15) calendar days following written notice of such breach.

7. INDEMNIFICATION

Each party (Indemnitor) shall defend, indemnify and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, losses, damages and costs (including reasonable attorneys' fees) arising out of the Indemnitor's negligence, willful misconduct or breach of this Agreement. Indemnification obligations are subject to applicable statutory limitations.

8. COMPLIANCE WITH LAW

Service Provider shall comply with all applicable federal, state and local laws, rules and regulations relating to transportation, vehicle operation, licensing and employment, and Client shall comply with all applicable laws regarding the contents and labeling of items tendered for transport.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: , without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT

This Agreement, together with any service orders or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, proposals and communications, whether written or oral. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in interest in connection with a sale of substantially all its assets.

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