Freight Logistics Agreement

FREIGHT LOGISTICS AGREEMENT

This Freight Logistics Agreement ("Agreement") is entered into as of Effective Date: by and between:

Principal (Shipper)

Carrier (Logistics Provider)

Recitals

WHEREAS, Principal is engaged in the shipment of goods that require transportation, warehousing and related logistics services; and

WHEREAS, Carrier represents that it is duly authorized, licensed and insured to provide freight transportation and logistics services and has the personnel, equipment and expertise to perform the services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Carrier shall provide freight transportation, handling, storage (if required), and related logistics services for Goods described below in accordance with the terms of this Agreement. Services shall include, without limitation, pickup, transit, customs coordination when applicable, delivery and exception reporting.

Operations and Performance

Pickup Location:    Destination:

Typical Pickup Window:    Delivery Window:

Payment Terms

Compensation for services shall be as follows. Principal will pay Carrier the rates set forth below for each shipment or movement, plus any agreed accessorial charges and taxes.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement without cause upon written notice to the other delivered not less than days prior to the effective termination date. Termination for cause may be immediate for material breach with failure to cure within thirty (30) days after written notice.

Insurance and Permits

Carrier shall maintain, at its expense, insurance coverages customary to the freight and logistics industry and in amounts reasonably acceptable to Principal, including cargo insurance in the amount of , commercial general liability in the amount of , and automobile liability as applicable. Carrier shall maintain all licenses, permits and registrations required by applicable law.

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Each party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (ii) use Confidential Information only for the performance of this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as legally appropriate.

Indemnification and Liability

Carrier shall indemnify, defend and hold harmless Principal, its affiliates and their respective officers, directors and employees from and against all claims, liabilities, losses, fines, penalties and expenses (including reasonable attorneys' fees) arising out of Carrier's negligence, willful misconduct, breach of this Agreement, or failure to comply with applicable law. Principal's indemnification obligations to Carrier shall be limited to claims arising from Principal's negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, AND TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE TO CARRIER UNDER THE APPLICABLE SHIPMENT GIVING RISE TO THE CLAIM.

Compliance; Force Majeure

Each party shall comply with all applicable laws, regulations and industry standards in performing its obligations. Neither party shall be liable for delay or failure to perform to the extent such delay or failure results from causes beyond that party's reasonable control, including but not limited to acts of God, natural disasters, labor disputes, terrorism, governmental actions or shortages of equipment ("Force Majeure"). The affected party shall use commercially reasonable efforts to resume performance.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between senior representatives of the parties. If unresolved within thirty (30) days, either party may pursue any remedy available at law or in equity in the courts located in the selected jurisdiction.

Entire Agreement

This Agreement, including any exhibits, schedules and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or in connection with a sale of substantially all assets. Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

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