Legal E-Charter Agreement

Legal E-Charter Agreement

This E-Charter Agreement (the Agreement) is made as of Effective Date: by and between Charterer Name: , with principal place of business at Charterer Address: , and Provider Name: , with principal place of business at Provider Address: . Charterer and Provider are each a Party and collectively the Parties.

RECITALS

WHEREAS, Provider operates an electronic charter platform and provides charter services through electronic booking, scheduling and confirmation systems (the Platform);

WHEREAS, Charterer desires to engage Provider to arrange, facilitate and, where applicable, operate chartered transport or asset use on the terms set forth herein; and

WHEREAS, the Parties intend that bookings and confirmations effected through the Platform shall have the force of an agreement subject to the terms and conditions of this Agreement.

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

1. DEFINITIONS

1.1 "Booking" means a confirmed reservation processed by the Platform, specifying the Services, time, place and applicable fees. 1.2 "Services" means the charter services to be provided or arranged by Provider pursuant to an accepted Booking under this Agreement. 1.3 "Confidential Information" means non-public business, technical, operational and customer information disclosed by a Party and identified as confidential or which a reasonable recipient should understand to be confidential. 1.4 Terms defined elsewhere in this Agreement shall have the meanings assigned to them.

2. SERVICES

2.1 Scope. Provider shall provide, arrange or operate Services as agreed in each Booking, including any equipment, crew, routing and ancillary support expressly set out in the Booking confirmation. The specific scope for a Booking may be supplemented in Special Terms:

2.2 Performance Standard. Provider warrants that Services will be performed with reasonable skill and care, in accordance with industry standards and in compliance with applicable laws, regulations and safety requirements.

3. TERM

This Agreement commences on Term Start Date: and continues until Term End Date: unless earlier terminated in accordance with Section 13. Automatic renewal: Renew automatically for successive periods of

4. BOOKING, CONFIRMATION AND CANCELLATION

4.1 Booking Process. All Bookings must be submitted through the Platform and are effective only upon Provider's written or electronic confirmation. Confirmations shall state the scope, schedule, fees and any cancellation terms. 4.2 Cancellation. Cancellations by Charterer are subject to cancellation fees as stated in the Booking. Standard notice period for cancellation without penalty: days.

5. FEES AND PAYMENT

5.1 Fees. Charterer shall pay Provider the fees set forth in each Booking. Base fee (if applicable): . Additional charges including fuel surcharges, repositioning and third-party costs will be billed in accordance with the Booking.

5.2 Security Deposit (if required): . Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. TAXES

Each Party is responsible for its own taxes. Charterer shall promptly pay any applicable sales, use or other transactional taxes and shall indemnify Provider for taxes arising from Charterer's use of Services, except for taxes imposed on Provider's income.

7. WARRANTIES; DISCLAIMER

7.1 Each Party represents that it has the authority to enter into this Agreement. 7.2 Provider warrants performance in accordance with Section 2 but, except as expressly stated, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Charterer shall indemnify, defend and hold harmless Provider and its affiliates from and against any claims, liabilities, losses or expenses arising from Charterer's negligent acts, willful misconduct, breach of this Agreement or misuse of the Services. 8.2 Provider shall indemnify Charterer for claims arising from Provider's breach of warranty, negligent provision of Services or failure to comply with applicable safety laws.

9. LIMITATION OF LIABILITY

Except for liability resulting from gross negligence, willful misconduct or indemnification obligations under Section 8, neither Party shall be liable to the other for special, incidental, punitive or consequential damages. The aggregate liability of either Party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Charterer for the Booking giving rise to the claim in the twelve (12) months preceding the claim.

10. CONFIDENTIALITY; DATA

10.1 Confidentiality. Each Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and shall not disclose it except as required by law or with prior written consent. 10.2 Data. The Parties acknowledge that electronic booking data may be collected and retained by Provider. Provider shall maintain commercially reasonable security measures to protect such data. Any personal data processing shall be performed in compliance with applicable privacy laws.

11. INSURANCE

Provider shall, at its expense, maintain insurance customary for the applicable Services, including commercial general liability and, where applicable, hull and passenger liability. Required minimum limits: . Upon request, Provider shall furnish certificates of insurance to Charterer.

12. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including licensing, customs, export control and safety regulations.

13. TERMINATION

13.1 Either Party may terminate this Agreement for material breach by the other Party if the breach is not cured within Cure Period (days): days after written notice. 13.2 Either Party may terminate immediately for insolvency, bankruptcy or if continued performance would violate applicable law. Termination shall not relieve Charterer of payment obligations for Services performed prior to termination.

14. NOTICES

Notices shall be delivered by hand, nationally recognized courier, certified mail or electronic transmission with confirmation and shall be effective upon receipt.

15. AMENDMENTS

Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties. No course of dealing or electronic acceptance of Bookings shall constitute an amendment to this Agreement unless signed as required above.

16. WAIVER

The failure of either Party to enforce any right or remedy under this Agreement shall not constitute a waiver of that right or remedy unless such waiver is in writing and signed by the waiving Party.

17. GOVERNING LAW

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

18. ENTIRE AGREEMENT

This Agreement, together with confirmed Bookings and any documents expressly incorporated herein, constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

19. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

20. COUNTERPARTS; ELECTRONIC SIGNATURES

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

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