Delivery Service Description

DELIVERY SERVICE DESCRIPTION

Service Provider:

Client:

Effective Date:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing pickup, transport and delivery of goods and related logistical services under professional standards; and

WHEREAS, Client desires to engage Service Provider to perform delivery services described in this Delivery Service Description and Service Provider is willing to provide such services on the terms and conditions 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

PAYMENT TERMS

TERM AND TERMINATION

Term Start Date:     Term End Date:

Either party may terminate this agreement for cause if the other party materially breaches any obligation and fails to cure such breach within the notice period specified above. Termination for convenience is allowed with payment for services performed through the effective date of termination and reasonable wind-down costs.

CONFIDENTIALITY

Each party shall treat all non-public business, technical, pricing and customer information disclosed by the other party as confidential ("Confidential Information") and shall not disclose such information to any third party except as required to perform its obligations under this Delivery Service Description. Confidential Information shall remain subject to confidentiality obligations for following termination or expiration. Exceptions apply to information that is or becomes publicly known without breach, independently developed, or required to be disclosed by law with prior notice to the disclosing party where permissible.

INSURANCE, LIABILITY, AND INDEMNIFICATION

Service Provider shall maintain and furnish evidence of insurance appropriate to the services (including commercial general liability, automobile liability and cargo insurance) with minimum limits:

Except for loss arising from Service Provider's gross negligence or willful misconduct, Service Provider's aggregate liability to Client for any claim arising out of or relating to this Delivery Service Description shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim. Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's negligent acts or omissions in performance of the services.

SUBCONTRACTING AND EQUIPMENT

Service Provider may engage subcontractors to perform services permitted . If subcontracting is permitted, Service Provider shall remain responsible for compliance with all obligations and shall provide written notice to Client of any long-term subcontracting arrangement at least days prior to the commencement of such arrangement.

REPORTING AND RECORDS

Service Provider shall retain records related to deliveries, inventories and claims for a period of no less than and shall provide copies to Client upon reasonable request.

TAXES

Unless otherwise agreed in writing, Client shall be responsible for any sales, use or similar taxes imposed on the payments for services. Service Provider shall be responsible for all payroll and employment taxes for its personnel.

GOVERNING LAW AND DISPUTE RESOLUTION

This Delivery Service Description shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, the parties agree to submit unresolved disputes to binding arbitration in the agreed governing state unless otherwise required by applicable law.

ENTIRE AGREEMENT

This Delivery Service Description, including any attachments or exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings and agreements. No modification, amendment or waiver shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Delivery Service Description is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this agreement creates an employment, joint venture or agency relationship except as expressly provided herein.

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