LoadOut Logistics Document

LOADOUT LOGISTICS AGREEMENT

This LoadOut Logistics Agreement ("Agreement") is entered into as of by and between , a Company Individual, with principal place of business at (hereinafter "Provider"), and , a Company Individual, with principal place of business at (hereinafter "Client").

RECITALS

WHEREAS, Client requires management and execution of loadout logistics, including but not limited to on-site staging, equipment coordination, loading, and transport coordination from designated project sites; and

WHEREAS, Provider represents that it possesses the experience, personnel, equipment, and licenses necessary to perform loadout logistics services in accordance with industry standards and applicable law; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide such services to Client.

SCOPE OF WORK

Service Locations:

Loading Window Start: Loading Window End:

PAYMENT TERMS

Fee for Services (Total): $ (amount due exclusive of taxes and reimbursable expenses).

Invoices are payable within days of receipt. Late payments will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law and a late fee of $ per invoice.

Reimbursable expenses (fuel surcharges, special permits, overtime labor) will be billed with supporting documentation and are payable under the same schedule as service fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach that is not cured within 10 days following written notice of such breach or immediately for safety violations, fraudulent acts, or wilful misconduct.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that is: (i) already known to the receiving party without obligation of confidentiality; (ii) publicly available through no fault of the receiving party; or (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party will not disclose Confidential Information except to employees, subcontractors, or professional advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations of confidentiality survive termination for a period of years.

INDEMNIFICATION AND INSURANCE

Provider shall indemnify, defend and hold harmless Client and its affiliates from and against any third-party claims, liabilities, losses, costs and expenses arising from Provider’s negligent acts, omissions, or willful misconduct in connection with performance of the Services. Client shall similarly indemnify Provider for Client’s negligent acts or omissions.

Provider shall maintain, at a minimum, commercial general liability, automobile liability, and workers' compensation insurance with limits customary for the industry and shall provide certificates of insurance upon request.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including acts of God, war, terrorism, strikes, governmental action, epidemic, fire, or severe weather, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits and 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, proposals, and communications, whether written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of Parties: Provider is an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the parties.

Subcontracting: Provider may engage subcontractors to perform portions of the Services provided Provider remains responsible for performance and compliance with this Agreement.

PROJECT CONTACTS

HAZARDOUS MATERIALS & EQUIPMENT

Does the shipment include hazardous materials? Yes No

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