Logistics Agreement AeroLogistics IO

LOGISTICS AGREEMENT — AEROLOGISTICS IO

This Logistics Agreement (the "Agreement") is entered into as of Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires logistics, air freight coordination, ground handling and associated supply chain services for the movement of goods described in this Agreement; and

WHEREAS, Service Provider has represented that it possesses the expertise, authorizations, equipment and personnel necessary to provide such logistics services in accordance with applicable law and industry standards; and

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

SCOPE OF WORK

Service Provider shall perform the logistics services described below. Services shall include coordination of air freight, customs brokerage coordination where applicable, ground transportation, warehousing as required, cargo tracking and reporting, and handling of documentation necessary for the lawful transportation of Client's goods. Specific tasks, performance metrics and milestones are set forth in the box below.

PAYMENT TERMS

Compensation: Client shall pay Service Provider for services performed in accordance with the rates and schedule set forth below. Unless otherwise stated, amounts are exclusive of applicable taxes and duties. Total not-to-exceed amount:

Invoices: Service Provider shall invoice Client as set forth above. Client shall pay undisputed invoices within days of receipt. Disputes to invoice amounts must be submitted in writing within the same period; undisputed amounts remain due and payable.

Late Payment: Overdue amounts shall bear interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, plus reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Termination shall not relieve Client of obligation to pay for services performed through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches a material provision and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party relating to pricing, customer lists, shipment manifests, operational procedures, technical data, business plans and other proprietary information disclosed in connection with performance under this Agreement.

Obligations: Each party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (c) not disclose Confidential Information to any third party except as necessary for performance and subject to confidentiality obligations no less protective than those herein.

Permitted Disclosures: Confidential Information may be disclosed to the extent required by law, regulation or court order provided the disclosing party provides prompt written notice and cooperates reasonably at the other party's expense in any attempt to obtain protective measures.

Survival: The confidentiality obligations set forth herein survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

INSURANCE AND INDEMNITY

Insurance: Service Provider shall maintain, at its expense, commercial general liability, cargo liability and, where applicable, professional liability insurance with limits not less than those customary in the industry and sufficient to cover its obligations hereunder. Evidence of insurance shall be provided to Client upon request.

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement, subject to applicable limitations of liability set forth herein.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation. Notices are effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any dispute arising out of or relating to this Agreement shall be resolved in the courts of that state or by binding arbitration if the parties agree in writing.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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