Legal Carrier Services Agreement

LEGAL CARRIER SERVICES AGREEMENT

This Legal Carrier Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Carrier Name: with principal place of business at Carrier Address: ("Carrier"), and Client Name: with principal place of business at Client Address: ("Client").

RECITALS

WHEREAS, Carrier is duly authorized and licensed to operate as a common carrier and to perform transportation and related logistics services for third parties in accordance with applicable laws and regulations; and

WHEREAS, Client requires transportation, handling and delivery services for goods described in individual Service Orders and desires to retain Carrier to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Carrier is willing to perform such services for Client in accordance with the terms and conditions herein.

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

1. DEFINITIONS

1.1 "Services" mean the transportation, pickup, delivery, handling, loading and unloading of cargo, and any additional services set forth in a Service Order as provided by Carrier to Client pursuant to this Agreement.

1.2 "Service Order" means a written, electronic or verbal order accepted by Carrier that specifies the particulars of the shipment, including but not limited to origin, destination, description of goods, scheduled pickup and delivery times, and compensation for the Services.

2. SCOPE OF SERVICES

Carrier shall perform the Services in a professional manner, using appropriately qualified personnel and suitable equipment, and shall comply with all applicable laws, rules and regulations governing the transportation of the cargo. Services to be performed under this Agreement shall be described in the Service Orders issued by Client and accepted by Carrier.

3. TERM

This Agreement commences on Term Start Date: and continues until Term End Date: unless earlier terminated in accordance with Section 11.

4. COMPENSATION AND PAYMENT

4.1 Rates. Client shall pay Carrier for Services at the rates agreed in each Service Order or at Carrier's published rates if specified. Agreed base rate per shipment or unit: .

4.2 Additional Charges. Client shall reimburse Carrier for reasonable accessorial charges including detention, loading/unloading beyond agreed free time, fuel surcharges and tolls where applicable. Fuel surcharge applies:

4.3 Invoicing and Payment. Carrier will invoice Client upon completion of each Service. Invoices are due and payable within Payment Days: days from invoice date. Overdue amounts shall accrue interest at a rate not to exceed the maximum rate permitted by law.

5. CARRIER OBLIGATIONS

Carrier shall: (a) maintain all licenses, permits and authorizations required for the operation of its business; (b) ensure drivers hold valid qualifications and comply with hours-of-service requirements; (c) maintain vehicles in a safe, serviceable condition; and (d) provide properly trained personnel for loading and unloading where agreed. Carrier shall comply with Client's reasonable security procedures at origin and destination locations when notified in writing in advance.

6. INDEMNIFICATION

6.1 Carrier Indemnity. Carrier shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Carrier's negligence, willful misconduct, violation of law, or breach of this Agreement, including bodily injury, death and damage to property.

6.2 Client Indemnity. Client shall indemnify, defend and hold harmless Carrier from and against any claims, liabilities, losses or expenses resulting from Client's failure to disclose the nature, hazardous condition or value of cargo, improper packaging or labeling, or Client's breach of this Agreement.

7. LIMITATION OF LIABILITY

Except for liability arising from Carrier's gross negligence or willful misconduct, Carrier's liability for loss or damage to cargo shall not exceed the lesser of (a) the actual invoice value of the lost or damaged goods, (b) the declared value on the Service Order, or (c) the total amount paid by Client to Carrier under the Service Order giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

8. INSURANCE AND CERTIFICATES

Carrier shall maintain insurance coverage in the types and minimum amounts set forth in this Agreement and shall furnish certificates of insurance upon Client's request. Certificates shall provide that coverage will not be canceled or materially changed without thirty (30) days' prior written notice to Client.

9. CONFIDENTIALITY

Each party agrees to maintain in confidence all non-public business information and trade secrets disclosed by the other party in connection with this Agreement and to use such information only for performance of the Agreement. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party or is required to be disclosed by law.

10. COMPLIANCE WITH LAWS; HAZARDOUS MATERIALS

Each party shall comply with all applicable federal, state and local laws, rules, regulations and industry standards. Client shall not tender hazardous materials to Carrier without prior written notice and appropriate documentation; Client shall be responsible for any liabilities arising from improper disclosure, labeling or packing of hazardous cargo.

11. TERMINATION

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within a thirty (30) day period after receipt of written notice. Either party may terminate without cause upon sixty (60) days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay Carrier for Services performed prior to termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party designates by notice) and shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the mail.

13. ASSIGNMENT

Neither party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that Carrier may assign this Agreement to an affiliate or in connection with a sale of substantially all of Carrier's assets or business so long as the assignee assumes Carrier's obligations hereunder.

14. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance to the extent caused by events beyond such party's reasonable control, including acts of God, strikes, riots, war, government orders, fire, flood, or severe weather, provided that the affected party promptly notifies the other and makes reasonable efforts to resume performance.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Service Orders and written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party. The failure of either party to enforce any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic or facsimile signatures shall be binding.

18. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the county of the governing law state specified above, under the rules of a recognized arbitration institution, and judgment upon the award may be entered in any court having jurisdiction.

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