Freight Shipping Agreement

FREIGHT SHIPPING AGREEMENT

This Freight Shipping Agreement ("Agreement") is made and entered into as of Effective Date: by and between Shipper Name: , a business organized as Corporation LLC Other with principal place of business at , and Carrier Name: , a business organized as Corporation LLC Other with principal place of business at . Shipper and Carrier are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Shipper requires transportation and related services for certain goods described below; and

WHEREAS, Carrier represents that it is duly licensed, insured and capable of performing freight transportation services and is willing to transport the Goods pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the carriage, handling, insurance, payment and claims for the Goods.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Goods" means the property described in Section 3 and any additional property accepted by Carrier in writing. "Shipment" means a load, piece or consignment of Goods transported under this Agreement. "Delivery" means the transfer of custody of the Goods to the consignee at the Destination.

2. SERVICES; AUTHORITY

2.1 Carrier shall provide transportation and related services for the Goods described in this Agreement, including pickup, transit and delivery, in a commercially reasonable manner consistent with industry standards. Carrier shall perform Services as an independent contractor and shall have the sole right to designate the means, manner and method of performance subject to the terms of this Agreement.

2.2 Carrier may subcontract all or part of the Services, but Carrier shall remain responsible for full performance and compliance with this Agreement and shall ensure that any subcontractor possesses required licenses and insurance.

2.3 Carrier shall comply with all applicable federal, state and local laws, regulations and permits applicable to the transportation of the Goods.

3. SHIPMENT DETAILS

Origin:     Destination:

Estimated Pickup Date:     Estimated Delivery Date:

Total Weight (lbs):     Number of Pieces:     Dimensions (L x W x H):

Hazardous Material Declared: Yes No     Declared Value:

4. RATES, CHARGES AND PAYMENT

4.1 Shipper shall pay Carrier the Rates set forth in the applicable shipping order or rate confirmation. Base Rate: . Fuel surcharge and accessorial charges may apply as set out in Carrier's tariff or written rate confirmation.

4.2 Payment Terms: . If not paid when due, amounts shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

4.3 Carrier's right to retain possession of Goods for unpaid charges (lien) shall be limited to amounts actually owed under this Agreement and subject to applicable law.

5. INSURANCE AND VALUATION

5.1 Carrier shall maintain and provide evidence of commercial general liability, automobile liability, and cargo insurance with minimum limits of liability as follows: Automobile Liability: ; Cargo Insurance: .

5.2 If Shipper declares a value in excess of Carrier's standard liability, Shipper shall procure and pay for additional insurance to cover the excess. Additional insured coverage required: Yes No

6. LIMITATION OF LIABILITY

6.1 Except for loss or damage caused by Carrier's willful misconduct or gross negligence, Carrier's liability for loss, damage or delay to Goods is limited to per unit or the declared value if additional insurance is procured and paid for. Carrier shall not be liable for consequential, special or punitive damages.

6.2 Carrier shall not be liable for loss, damage or delay resulting from: acts of God, public enemies, authority of law, strikes, shortages of equipment, inherent vice of the Goods, or other causes beyond Carrier's reasonable control.

7. CLAIMS

7.1 All claims for loss, damage or delay must be presented in writing to Carrier within days of Delivery (or in the case of non-delivery, within days). Carrier shall have the right to inspect the Goods and supporting documentation.

8. INDEMNIFICATION

8.1 Shipper agrees to indemnify, defend and hold Carrier harmless from and against any claim, loss or expense (including reasonable attorneys' fees) arising out of (a) the nature, packaging, labelling, loading or inherent vice of the Goods; (b) breach of Shipper's representations or obligations under this Agreement; or (c) any misrepresentation concerning the Goods.

8.2 Carrier agrees to indemnify, defend and hold Shipper harmless from and against claims arising from Carrier's gross negligence or willful misconduct in the performance of carriage under this Agreement.

9. FORCE MAJEURE

Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, acts of government, natural disasters, labor disputes, fire, flood, or shortage of equipment ("Force Majeure Event"). The affected Party shall notify the other promptly of such event and use commercially reasonable efforts to resume performance.

10. TERM; TERMINATION

This Agreement shall commence on the Effective Date and continue until all Shipments contemplated hereunder are completed or until earlier terminated as provided herein. Either Party may terminate for material breach by the other upon days' written notice if the breach remains uncured.

11. CONFIDENTIALITY

Each Party agrees to keep confidential and not disclose to third parties non-public business or technical information received from the other Party in connection with this Agreement, except as required by law or to perform the obligations under this Agreement.

12. NOTICES

Notices under this Agreement shall be in writing and sent to the addresses below. Notices shall be deemed given on receipt if delivered in person or by overnight courier, or three business days after mailing by certified mail.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

13.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Venue for any dispute shall be the state or federal courts located in the county in such State agreed by the Parties.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement, together with any written rate confirmations and shipping orders expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior discussions and agreements.

15.2 If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed to reflect the Parties' intent to the extent permitted by law.

AUTHORITY TO SIGN

Each person signing below represents and warrants that he or she is duly authorized to execute this Agreement on behalf of the Party for which such person signs and that this Agreement is binding upon such Party in accordance with its terms.

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