Legal Shipping Assignment

LEGAL SHIPPING ASSIGNMENT

This Legal Shipping Assignment (the "Agreement") is made as of between Assignor: , with a principal place of business at ; and Assignee: , with a principal place of business at .

RECITALS

WHEREAS, Assignor is the holder of certain shipping documents, bills of lading, freight claims, insurance claims, and related rights described in Schedule A attached hereto (collectively, the "Shipping Documents"); and

WHEREAS, Assignor desires to assign and transfer to Assignee, and Assignee desires to accept, all of Assignor's rights, title, and interest in and to the Shipping Documents and any proceeds arising therefrom, on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Assignment operate as an absolute and irrevocable assignment, to the extent permitted by applicable law, of the rights described herein.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires:

"Assigned Rights" means all rights, title and interest of Assignor in and to the Shipping Documents, including but not limited to rights to take delivery, recover freight, pursue claims for loss or damage, receive insurance proceeds, and commence or continue litigation or settlement with respect to such documents.

"Proceeds" means any funds, insurance payments, recoveries, or other sums received in respect of the Shipping Documents.

2. ASSIGNMENT

Subject to the terms and conditions of this Agreement, Assignor hereby assigns, transfers and conveys to Assignee, and Assignee hereby accepts, absolutely and irrevocably, all Assigned Rights as of the Effective Date.

The assignment includes, without limitation, all rights to:

• receive, endorse or negotiate Proceeds;
• institute, prosecute, defend, settle or compromise any claim, suit or proceeding relating to the Shipping Documents;
• obtain delivery of cargo or possession under bill of lading, charter party or other transport document;
• exercise any remedies available at law or in equity with respect to the Shipping Documents.

3. SCOPE OF ASSIGNMENT

This Assignment shall apply to: All rights: Specific documents listed in Schedule A:

The parties acknowledge that Schedule A sets forth the Shipping Documents and particulars of the cargo, and that any omission from Schedule A shall not limit the effectiveness of this Assignment with respect to other Shipping Documents in Assignor's possession or control that relate to the same shipment or claim.

4. CONSIDERATION

In consideration for the Assignment, Assignee shall pay to Assignor the sum of (the "Consideration") under the following terms:

5. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that, as of the Effective Date: (a) Assignor is the lawful owner of the Assigned Rights and has full power and authority to assign them; (b) the Assigned Rights are free and clear of any lien, security interest, encumbrance or adverse claim except as disclosed in writing to Assignee in Schedule A; (c) no consent of any third party or governmental authority is required to make this Assignment enforceable; and (d) Assignor has not previously assigned, released, or otherwise disposed of the Assigned Rights except as disclosed in Schedule A.

Assignee represents and warrants to Assignor that Assignee has full corporate power and authority to accept the Assignment and to perform its obligations under this Agreement.

6. COVENANTS; FURTHER ASSURANCES

Assignor shall, at Assignee's expense, execute and deliver such further instruments and do such further acts as may reasonably be required to vest fully in Assignee the Assigned Rights, including without limitation endorsement of bills of lading, assignment of insurance claims, and cooperation in any litigation or settlement.

7. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee from and against any losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants herein, or out of events or liabilities arising prior to the Effective Date. Assignee shall indemnify, defend and hold harmless Assignor from claims arising from Assignee's post-Effective Date handling of the Assigned Rights.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as either party may designate by notice in accordance with this Section) by certified mail, courier, or personal delivery and shall be effective upon receipt.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including Schedule A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. FURTHER ASSURANCES

Each party agrees to execute and deliver such further documents and to take such further actions as may be reasonably required to effectuate the purposes of this Agreement.

SCHEDULE A — SHIPPING DOCUMENTS AND PARTICULARS

Provide full particulars of the Shipping Documents, including bill(s) of lading, vessel/voyage, container numbers, ports, cargo description, and any disclosed encumbrances or prior assignments.

EXECUTION

The parties have executed this Agreement through their duly authorized representatives as of the dates set forth below.

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