Delivery Service Agreement

DELIVERY SERVICE AGREEMENT

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing transportation and delivery services, and has the capacity, equipment, and personnel necessary to perform deliveries in accordance with this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform delivery services under the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services for the compensation and on the terms set forth herein;

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

SCOPE OF WORK

Service Provider shall provide delivery services as follows. Service Provider shall perform pickups, transportation, and delivery of goods described below in a timely, professional, and workmanlike manner, consistent with industry standards and applicable laws.

PAYMENT TERMS

Client shall pay Service Provider the fees specified below for services rendered under this Agreement. All fees are exclusive of applicable taxes unless otherwise stated.

PERFORMANCE AND INSURANCE

Service Provider represents that it will maintain all licenses, permits, and insurance required by law and industry practice, including commercial general liability and automobile liability insurance in amounts sufficient to cover claims arising from performance of services. Upon request, Service Provider shall provide certificates of insurance to Client.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

CONFIDENTIALITY

Each party acknowledges that in connection with performance of this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Neither party shall disclose such Confidential Information to third parties or use it except as necessary to perform its obligations under this Agreement. Confidentiality obligations shall survive termination for a period of years, except to the extent disclosure is required by law or the information becomes public through no fault of the recipient.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) months preceding the claim. Neither party shall be liable for incidental, consequential, or punitive damages.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the 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 understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. The invalidity of any provision of this Agreement shall not affect the remaining provisions, which shall remain in full force and effect.

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