Logistics Agreement

LOGISTICS AGREEMENT

This Logistics Agreement (the Agreement) is entered into between:

Client Name:

Carrier Name:

Effective Date:

RECITALS

WHEREAS, Client requires transportation, handling, storage, and related logistics services for certain goods as described herein; and

WHEREAS, Carrier is duly authorized, equipped and capable of providing the logistics services and agrees to perform such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the carriage, handling, and storage of Client's shipments.

SCOPE OF WORK

Carrier shall provide transportation, pickup, delivery, transloading, storage, and related logistics services (collectively, the Services) for shipments described in Exhibit A or as otherwise mutually agreed in writing. Carrier shall perform the Services in a professional manner consistent with industry standards, maintaining appropriate records and providing status updates upon Client's reasonable request.

PAYMENT TERMS

Late Payment: Amounts not paid when due shall incur a late fee of per month, or the maximum lawful rate, whichever is less, computed from the invoice due date until paid in full. Client shall also reimburse reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement commences on and continues until , unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach is not cured within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement (Confidential Information). Confidential Information shall not include information that is or becomes public through no fault of the receiving party, or that is independently developed without use of the disclosing party's Confidential Information. The receiving party shall protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

Confidentiality Period: Confidential obligations shall survive termination for years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

INSURANCE AND LIABILITY

Carrier shall maintain and cause to be maintained, at its expense, insurance coverage appropriate to the Services, including commercial general liability, automobile liability, and cargo insurance with limits not less than:

Except as otherwise agreed in writing, Carrier's liability for loss, damage or delay of cargo shall be limited to the declared value agreed in writing for each shipment, or the liability limits specified above, whichever is lower. Carrier shall provide certificates of insurance upon Client's request.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from (a) the indemnifying party's negligence or willful misconduct, or (b) a breach of this Agreement by the indemnifying party. The foregoing indemnity obligations shall survive termination.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, epidemics, government actions, or severe weather (Force Majeure). The affected party shall notify the other promptly and use commercially reasonable efforts to mitigate the effects.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and industry standards applicable to its performance under this Agreement, including licensing, permitting, customs, export control and hazardous materials laws. Carrier shall ensure its drivers and subcontractors hold required licenses and qualifications.

NOTICES

All notices must be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses specified above, or to such other address as either party designates by notice.

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. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and written statements of work 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, negotiations and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach.

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