Import Documentation Template

IMPORT DOCUMENTATION TEMPLATE

Provider Name:    Client Name:

Effective Date:

WHEREAS

WHEREAS, Provider is engaged in the business of preparing, reviewing and delivering import documentation necessary for the customs clearance, carriage and delivery of international shipments; and

WHEREAS, Client desires Provider to prepare and deliver certain import documents for shipments identified by Client and Provider is willing to provide such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to set forth the full scope of services, payment terms, confidentiality, and the rights and obligations of the parties with respect to import documentation.

SCOPE OF WORK

Provider shall prepare, review and deliver the import documentation listed below and perform associated administrative tasks necessary for customs clearance, including coordination with carriers, customs brokers and insurers as required for the orderly importation of goods. Provider's responsibilities shall include completion and delivery of accurate and timely documents, application for certificates where required, and communication with Client regarding documentation status.

Bill of Lading / Air Waybill    Commercial Invoice    Packing List

Certificate of Origin    Insurance Certificate    Customs Declaration

PAYMENT TERMS

In consideration for the services described in this Agreement, Client shall pay Provider the fees set forth below. Fees are exclusive of any duties, taxes or governmental charges which shall be the responsibility of the party identified in this Agreement.

Late fee (percentage per month): %    Flat administrative late fee:

TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and shall continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience by providing written notice to the other party not less than days prior to termination. Termination for cause may be effected immediately upon written notice if the non‑breaching party reasonably determines that the other party has materially breached its obligations and such breach is not cured within thirty (30) days after receipt of written notice.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive confidential information of the other party. Confidential Information shall mean non-public information disclosed in written or tangible form and marked confidential or reasonably understood to be confidential. The receiving party shall keep such Confidential Information strictly confidential, shall not disclose it to any third party except as necessary for performance, and shall use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall not apply to information which: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without reference to the Confidential Information.

LIABILITY, INDEMNIFICATION AND INSURANCE

Provider shall perform services in a competent manner and shall maintain insurance customary for providers of import documentation services. Provider shall indemnify, defend and hold harmless Client from claims arising out of Provider's gross negligence or willful misconduct. Except for liability arising from fraud, willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and customs requirements relating to importation, exportation, trade sanctions, anti‑bribery and anti‑corruption. Provider shall use commercially reasonable efforts to ensure documentation complies with applicable customs and carrier requirements but shall not be responsible for customs delays or assessments where documentation is incomplete due to inaccurate information provided by Client.

RECORDS; AUDIT

Provider shall retain records supporting the preparation and delivery of import documentation for a period of three (3) years following provision of services and shall permit Client, upon reasonable notice, to audit relevant records during normal business hours for purposes of verifying compliance with this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. The parties shall first attempt to resolve any dispute through good faith negotiations. If unresolved, disputes shall be resolved by binding arbitration conducted in the specified jurisdiction, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth below or to such other address as either party may designate by notice to the other.

SHIPMENT DETAILS (EXAMPLE / OPTIONAL)

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