Delivery Service Act

DELIVERY SERVICE ACT

Effective Date:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing transportation and delivery services, including the pickup, handling, transit and delivery of goods, freight and parcels in accordance with industry practices and applicable statutes; and

WHEREAS, Client desires to retain Service Provider to perform pickup and delivery services for Client's shipments on the terms and conditions set forth in this Delivery Service Act, and Service Provider is willing to provide such services; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall provide pickup, handling, transport and delivery services as described below. Services shall be performed in a commercially reasonable manner, consistent with industry standards and all applicable laws and regulations.

Payment Terms

Client shall pay Service Provider for services rendered according to the following terms:

Payments are due within days of receipt of a proper invoice. Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law), plus reasonable collection costs. Client may not withhold payment except for good faith disputes submitted in writing.

Term and Termination

This Delivery Service Act commences on and continues until , unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach remains uncured for a period of days after written notice. Termination shall not relieve Client of its obligation to pay for services performed prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence information disclosed by the other party (the "Disclosing Party") that is marked confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Act; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking protective relief.

The Receiving Party shall use Confidential Information solely to perform obligations under this Act and shall restrict disclosure to employees, agents and subcontractors who have a need to know and who are bound by substantially similar confidentiality obligations. Confidentiality obligations shall survive termination for years.

Insurance; Indemnification

Service Provider shall maintain, at its expense, insurance customary for delivery carriers including commercial general liability, automobile liability and cargo insurance with limits reasonably acceptable to Client. Evidence of insurance shall be provided upon request.

Each party shall indemnify, defend and hold harmless the other from and against all third-party claims, losses or liabilities arising from the indemnifying party's negligence, willful misconduct, or breach of this Act, subject to any limitations of liability expressly set forth herein.

Force Majeure

Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, natural disaster, governmental action, labor disputes, or extreme weather, provided that the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

Governing Law; Venue

This Act shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising under this Act.

Entire Agreement; Amendment

This Act, including any attachments and statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Act is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any remedy shall operate as a waiver of that remedy.

Notices

All notices required or permitted under this Act shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given when delivered personally, by reputable overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

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