Home Delivery Service Agreement

HOME DELIVERY SERVICE AGREEMENT

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of transporting and delivering goods and providing related logistical services to commercial and residential recipients; and

WHEREAS, Client requires recurring delivery services as specified herein and desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties agree that this Agreement shall become effective as of Effective Date: and shall govern all deliveries and related obligations between the parties.

Scope of Work

Service Provider shall provide home delivery services as described below, including pickup, secure transport, delivery to recipient address, and any agreed handling or special instructions. Specific requirements and limits are set forth in the following fields.

Delivery Schedule / Frequency:   Pickup Window:   Delivery Window:

Payment Terms

In consideration for performance of the Services, Client shall pay Service Provider as set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Additional charges: Fuel surcharge (if any):   Reimbursable tolls/parking:

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

On termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination, including any non-cancellable costs reasonably incurred.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party except as required to perform this Agreement or as required by law, and shall use at least the same degree of care to protect such information as it uses for its own similar confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Insurance, Liability & Indemnification

Service Provider shall maintain, at its expense, commercial general liability insurance, automobile liability insurance, and cargo insurance with limits sufficient for the services performed but in no event less than per occurrence. Upon request, Service Provider shall provide certificates of insurance to Client.

To the extent permitted by law, and except for willful misconduct or gross negligence, Service Provider's liability for loss, damage or delay of delivered goods shall be limited to the lesser of (a) actual proven direct damages, or (b) the total fees paid by Client to Service Provider for the affected shipment(s).

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against all third party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct or breach of this Agreement.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including acts of God, natural disaster, labor disputes, shortages, governmental orders, acts of war, terrorism, or pandemics, provided the affected party gives prompt written notice and uses 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 law principles. The parties shall attempt in good faith to resolve disputes informally before resorting to formal dispute resolution.

Representations; Entire Agreement

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement has been duly authorized.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No modification or waiver shall be binding unless executed in writing by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

Notices hereunder shall be in writing and delivered to the addresses listed above or to such other address as a party may designate in writing.

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