Legal Carrier Contract Agreement

LEGAL CARRIER CONTRACT AGREEMENT

This Carrier Contract Agreement (the "Agreement") is entered into as of by and between Carrier Name: , a carrier organized as Corporation LLC Individual, with principal place of business at , and Client Name: , with principal place of business at (collectively, the "Parties").

RECITALS

WHEREAS, Carrier is engaged in the business of providing motor carrier transportation services, holds all required operating authorities and licenses, and maintains equipment and personnel necessary to perform the transportation services described in this Agreement;

WHEREAS, Client requires the transportation of freight and desires to engage Carrier to transport shipments on the terms and conditions set forth herein; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and responsibilities with respect to the transportation services to be provided by Carrier.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the transportation, pickup, delivery, and any ancillary logistics services described in Section 2. 1.2 "Shipment" means a particular consignment of goods tendered by Client to Carrier under this Agreement. 1.3 Terms defined elsewhere in this Agreement shall have the meanings assigned to them in the section where they appear.

2. SERVICES

2.1 Carrier shall provide transportation services for Shipments tendered by Client in accordance with the schedules, routing, equipment, and service levels agreed in writing by the Parties. Carrier shall ensure that all drivers, vehicles, and equipment are properly licensed, inspected, and maintained.

2.2 Equipment Type (select all that apply): Van Reefer Flatbed Other

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of months, unless earlier terminated as provided herein.

3.2 Termination for Cause. Either Party may terminate this Agreement immediately for material breach by the other Party if the breach remains uncured for a period of thirty (30) days after written notice specifying the nature of the breach.

4. COMPENSATION; PAYMENT

4.1 Rates. Client shall pay Carrier the rates set forth on each applicable rate confirmation or purchase order. Standard line haul rate per Shipment: USD, unless otherwise agreed in writing.

4.2 Accessorial Charges. Additional charges for detention, layover, loading, unloading, storage, and other accessorial services will be invoiced in accordance with Carrier's standard accessorial rate schedule, provided Client receives prior written notice of such charges.

4.3 Payment Terms. Invoices shall be submitted by Carrier within days of delivery. Client shall pay all properly substantiated invoices within days of receipt. All payments shall be made in U.S. Dollars unless otherwise agreed in writing.

5. CARRIER OBLIGATIONS

5.1 Carrier shall comply with all applicable federal, state, and local laws, rules, regulations, and safety standards, including hours-of-service regulations and hazardous materials requirements when applicable.

5.2 Carrier shall furnish competent drivers, properly registered vehicles, and adequate equipment. Carrier shall be responsible for loss, damage or delay to Shipments resulting from Carrier's negligence, willful misconduct, or failure to exercise reasonable care.

6. CLIENT OBLIGATIONS

6.1 Client shall tender Shipments in good order and packaged appropriately for transportation. Client shall provide accurate shipping information, including description of contents, value, weight, dimensions, and any special handling instructions.

6.2 Client shall ensure that Shipments are properly labeled and that any hazardous materials are properly classified, described, packaged, marked, and labeled in accordance with applicable law.

7. INSURANCE AND INDEMNITY

7.1 Insurance. Carrier shall maintain commercial automobile liability insurance with limits not less than USD per occurrence, cargo insurance with limits not less than USD per occurrence, and workers' compensation as required by law.

7.2 Indemnity. Carrier shall indemnify, defend and hold Client harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Carrier's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

8. CONFIDENTIALITY

8.1 Each Party shall maintain the confidentiality of non-public business information of the other Party disclosed in connection with this Agreement. Confidential information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement.

9. COMPLIANCE WITH LAWS AND SAFETY

9.1 Carrier shall comply with all applicable transportation, safety, customs, and environmental laws and regulations. Carrier shall permit Client or its designated auditor reasonable access to records and facilities to verify compliance.

10. AUDIT AND RECORDS

10.1 Carrier shall retain documents, logs, and records relating to Shipments, billing, and compliance for a period of not less than three (3) years and shall make such records available to Client upon reasonable prior written notice for audit and inspection.

11. FORCE MAJEURE

11.1 Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, labor disputes, governmental actions, or natural disasters. Affected Party shall provide prompt written notice of the occurrence and resume performance as soon as practicable.

12. LIMITATION OF LIABILITY

12.1 Except for liability arising from Carrier's gross negligence or willful misconduct or Carrier's indemnity obligations under Section 7, neither Party shall be liable to the other for consequential, incidental, special, or punitive damages, including lost profits.

13. NOTICES

13.1 Notices shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses below or to such other address as the Party may designate by written notice.

14. AMENDMENTS; WAIVER

14.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

15. GOVERNING LAW

15.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to choice-of-law principles. Governing State:

16. ENTIRE AGREEMENT

16.1 This Agreement, together with any rate confirmations and attachments expressly incorporated herein, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

17. SEVERABILITY

17.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

18. COUNTERPARTS

18.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding.

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