Delivery Service Addendum

DELIVERY SERVICE ADDENDUM

This Delivery Service Addendum (the "Addendum") is entered into effective as of by and between:

Client Name:

Delivery Provider Name:

RECITALS

WHEREAS, the Client and the Delivery Provider are parties to a principal agreement titled dated (the "Agreement"); and

WHEREAS, the parties desire to supplement the Agreement to set forth additional terms and conditions governing the provision of delivery and related logistics services by the Delivery Provider to the Client.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. SCOPE OF SERVICES

The Delivery Provider shall perform delivery services described below in a professional and workmanlike manner consistent with industry standards. Specific services, performance standards, locations, schedules, and exclusions are set forth in the Scope of Work.

2. SERVICE STANDARDS AND EQUIPMENT

The Delivery Provider shall (a) maintain sufficient qualified personnel and properly maintained vehicles and equipment to perform the services; (b) comply with applicable laws, permits, and licensing requirements; and (c) ensure that drivers present valid commercial driver's licenses and any required endorsements. The Delivery Provider is responsible for furnishing all fuel, routine maintenance, and consumable supplies for its vehicles unless otherwise agreed in writing.

3. PAYMENT TERMS

Compensation for services provided under this Addendum shall be as follows:

Unless otherwise agreed, the Delivery Provider shall submit invoices itemizing services, dates, and any reimbursable expenses. The Client shall timely pay undisputed amounts in accordance with the Payment Schedule.

4. TERM AND TERMINATION

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

Either party may terminate this Addendum for convenience upon days' prior written notice to the other party. In addition, either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach.

5. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") obtained in connection with the performance of this Addendum. "Confidential Information" includes nonpublic business information, customer lists, pricing, delivery routes, operational processes, and any information identified in writing as confidential. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Addendum; (ii) was known to the Receiving Party prior to disclosure; or (iii) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the performance of obligations under this Addendum, shall restrict access to those employees and contractors who have a need to know, and shall require such persons to be bound by confidentiality obligations no less protective than those contained herein. Upon termination, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party.

6. INSURANCE, LIABILITY AND INDEMNITY

The Delivery Provider shall maintain insurance coverage appropriate to the services provided, including commercial automobile liability, general liability, and workers' compensation as required by law. The Delivery Provider shall defend, indemnify and hold harmless the Client from and against all claims, liabilities, losses or expenses arising out of Delivery Provider's negligence, willful misconduct, or breach of this Addendum, except to the extent caused by the Client's negligence or willful misconduct.

7. COMPLIANCE WITH LAW

Each party shall comply with all applicable federal, state, and local laws, regulations, and ordinances applicable to its performance under this Addendum, including but not limited to transportation, safety, licensing, and employment laws.

8. GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

9. ENTIRE AGREEMENT

This Addendum, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written communications, representations, or agreements concerning delivery services. In the event of any conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall control with respect to delivery services.

10. MISCELLANEOUS

Any amendment to this Addendum must be in writing and signed by authorized representatives of both parties. Notices under this Addendum shall be in writing and delivered to the contact information set forth below or as otherwise designated in writing. The invalidity or unenforceability of any provision shall not affect the remaining provisions, which shall remain in full force and effect.

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