Logistics Brokerage Agreement

LOGISTICS BROKERAGE AGREEMENT

This Logistics Brokerage Agreement (the "Agreement") is made and entered into on this by and between Broker Name: with principal place of business at (hereinafter "Broker"), and Shipper Name: with principal place of business at (hereinafter "Shipper"). Broker and Shipper are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Broker is engaged in the business of arranging transportation and freight carriage by contracting with third-party carriers and has the capacity to procure transportation services for Shipper; and

WHEREAS, Shipper wishes to obtain logistics brokerage and related services from Broker from time to time in accordance with the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth the terms under which Broker will arrange for transportation, supervise invoicing, and facilitate claims and payments between Shipper and carriers.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth below. "Carrier" means any third-party motor carrier, air carrier, vessel operator, or other mode operator engaged by Broker to provide transportation services for Shipper's freight. "Shipment" means goods tendered by Shipper to Carrier pursuant to a load confirmation or bill of lading. "Services" means the brokerage services described in Section 2. "Tariff" means any applicable published rate or rule of a Carrier accepted by the Parties in writing.

2. APPOINTMENT; SCOPE OF SERVICES

2.1 Appointment. Shipper hereby engages Broker on a non-exclusive basis to arrange for transportation of Shipments and to perform related brokerage, coordination, scheduling, and billing services as specifically requested by Shipper and accepted by Broker (collectively, the "Services"). Broker accepts such engagement and agrees to arrange transportation through one or more Carriers on behalf of Shipper.

2.2 Independent Contractor. Broker is an independent contractor and not an agent or employee of Shipper for any purpose other than as expressly set forth in this Agreement. Broker does not assume and shall not be deemed to have assumed any liability of Carrier for loss, damage, delay, theft, or shortage of cargo beyond Broker's obligations to exercise reasonable care in selecting and contracting with carriers.

3. BROKER DUTIES

Broker shall: (a) solicit bids and negotiate rates with qualified Carriers; (b) select Carriers that, in Broker's commercially reasonable judgment, are suitable for the Shipment; (c) obtain confirmations or rate confirmations and, where applicable, bills of lading or other transportation documents; and (d) provide Shipper with transportation documentation and status updates reasonably requested by Shipper. Broker shall exercise reasonable care in the selection of Carriers but does not guarantee delivery or transit times.

4. CARRIER SELECTION, CONTRACTS AND INSURANCE

4.1 Carrier Contracts. Broker shall contract with Carriers on terms that limit Broker's liability to the extent commercially practicable and consistent with industry practice. Broker shall use commercially reasonable efforts to ensure Carriers maintain required insurance coverages.

4.2 Insurance Requirements. Broker represents that it maintains customary broker professional liability insurance and cargo contingent liability insurance in amounts consistent with industry practice. Broker recommends minimum carrier cargo liability limits as follows: Minimum cargo liability per occurrence: . Broker will provide evidence of such insurance upon reasonable request.

5. SHIPPER OBLIGATIONS

Shipper shall: (a) tender Shipments in a timely manner and properly marked, packaged, and labeled; (b) provide accurate weight, dimensions, commodity, value, and description information and timely notification of any hazardous materials; (c) provide any special handling or equipment requirements in writing; and (d) cooperate with Broker and Carrier regarding claims and loss mitigation. Shipper warrants the accuracy of all transportation information and shall be liable for any additional costs arising from inaccurate or incomplete information.

6. COMPENSATION

6.1 Brokerage Fee. As consideration for Services, Shipper shall pay Broker a brokerage fee in the amount set forth below or as otherwise agreed in writing prior to each Shipment.

6.2 Invoicing and Disputes. Broker shall invoice Shipper for charges due. Shipper shall notify Broker in writing of any disputed charges within thirty (30) days of invoice receipt; failure to timely dispute shall constitute acceptance of the invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM BROKER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BROKER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF BROKERAGE FEES PAID TO BROKER FOR THE APPLICABLE SHIPMENT, OR (B) ONE HUNDRED THOUSAND DOLLARS ($100,000).

8. INDEMNIFICATION

8.1 Shipper Indemnity. Shipper shall indemnify, defend and hold Broker harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising from Shipper's negligence, breach of this Agreement, misdescription of cargo, failure to disclose hazardous materials, or acts or omissions of Shipper's agents.

8.2 Broker Indemnity. Broker shall indemnify and hold Shipper harmless from and against claims to the extent caused by Broker's gross negligence or willful misconduct in performing its obligations under this Agreement, provided that such indemnity shall be limited to the extent of Broker's attributable fault.

9. CONFIDENTIALITY

Each Party shall maintain as confidential and shall not disclose non-public business information, pricing, rates, customer lists, or other proprietary information of the other Party (collectively, "Confidential Information"), except as necessary to perform Services or as required by law. Confidential Information shall not include information that is or becomes generally known to the public through no fault of the receiving Party.

10. TERM; TERMINATION

This Agreement shall commence on the Effective Date and remain in effect for an initial term of unless earlier terminated as provided herein. Either Party may terminate this Agreement for convenience upon days' prior written notice. Termination shall not relieve either Party of obligations accruing prior to termination.

11. RECORDS; AUDIT

Broker shall keep complete and accurate records relating to Shipments, carrier confirmations, and invoices for a period of months following the date of each Shipment. Shipper shall have the right, upon reasonable prior notice and during normal business hours, to inspect and copy such records to verify compliance. Any inspection shall be conducted at Shipper's expense unless audit reveals a material discrepancy.

12. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances applicable to its performance under this Agreement, including licensing, safety, and hazardous materials requirements. Neither Party shall engage in any practice that would cause the other Party to be in violation of applicable law.

13. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, civil unrest, governmental actions, or interruptions in transportation or communications services. The affected Party shall give prompt written notice of such event to the other Party and shall use commercially reasonable efforts to resume performance.

14. 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 personal delivery and shall be effective upon receipt.

15. AMENDMENTS; WAIVER; SEVERABILITY; ENTIRE AGREEMENT

This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with any rate confirmations executed pursuant hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements.

16. GOVERNING LAW

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

17. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The Parties agree that electronic signatures shall have the same force and effect as original signatures.

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