Delivery Service Courier System

DELIVERY SERVICE COURIER SYSTEM AGREEMENT

This Delivery Service Courier System Agreement (the Agreement) is entered into by and between:

Client Name:   Courier Name:

Effective Date:   Agreement Reference/ID:

WHEREAS

WHEREAS, Client is engaged in the business of distributing goods and requires a managed courier system to transport, track and deliver parcels, documents and goods to designated recipients in accordance with agreed service levels; and

WHEREAS, Courier maintains a delivery service courier system including personnel, vehicles, routing software, and operational procedures and has represented that it has the capacity, licenses, and insurance necessary to perform courier services for Client; and

WHEREAS, the parties wish to set forth the terms under which Courier will provide delivery, handling, tracking, and reporting services for Client's shipments through the courier system described herein.

SCOPE OF WORK

PAYMENT TERMS

Late Payment Fee:   Minimum Late Fee:

Fuel Surcharge: Applicable    Surcharge Calculation Method:

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date (if any):

CONFIDENTIALITY

Each party shall treat as confidential all non-public business information obtained from the other party in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that is in the public domain through no fault of the receiving party, independently developed without use of disclosed confidential information, or rightfully received from a third party without restriction. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement, shall restrict access to those employees and contractors who have a need to know, and shall implement reasonable safeguards to prevent unauthorized disclosure. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information except to the extent retention is required by law or reasonable archival backup systems.

INSURANCE, LICENSES AND COMPLIANCE

Courier shall maintain, at its own expense, commercial general liability, automobile liability, cargo liability and worker's compensation insurance with limits sufficient to cover the operations contemplated by this Agreement. Courier represents that it holds all necessary licenses, permits and certifications to operate as a courier in the jurisdictions defined in the Scope of Work and will comply with applicable laws, regulations and driving safety requirements.

Insurance Certificate Provided: Yes    Insurance Contact Name:

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or breach of this Agreement. Courier specifically agrees to indemnify Client for loss or damage to third-party property or personal injury caused by Courier's negligence or failure to comply with applicable law.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither party shall be liable to the other for any special, consequential, incidental, punitive or indirect damages, including lost profits, arising from or related to this Agreement, whether in contract, tort, strict liability or other legal theory.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in that jurisdiction unless the parties agree in writing to an alternative dispute resolution process.

Governing Law State/Jurisdiction:

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings, proposals and communications. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

NOTICES

SIGNATURES

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