Logistics Document Template

LOGISTICS DOCUMENT TEMPLATE

Client Name:    Logistics Provider Name:

Effective Date:

Recitals

WHEREAS, Client engages Logistics Provider to arrange, coordinate and perform transportation, storage and related logistics services for certain cargo under the terms and conditions set forth in this Agreement; and

WHEREAS, Logistics Provider represents that it has the necessary licenses, authority, expertise and insurance to perform the logistics services described herein in a commercially reasonable manner; and

WHEREAS, the parties desire to set forth the scope, compensation, allocation of risk and other terms governing their relationship.

Scope of Work

Payment Terms

Total Compensation:

Late Payment Fee: % per month assessed on overdue balances after days.

Insurance & Liability

Logistics Provider shall maintain, at its expense, cargo and liability insurance adequate for the services provided, including motor truck cargo and commercial general liability insurance. Minimum coverage limits: .

Except for gross negligence or willful misconduct, the parties agree that Logistics Provider's maximum aggregate liability for loss or damage under this Agreement shall not exceed or the amount actually paid for the shipment, whichever is greater.

Term and Termination

Term Commencement Date: .

Term End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to third parties any Confidential Information received from the other party (the "Disclosing Party"). "Confidential Information" includes business plans, customer lists, pricing, shipment data and other non-public information disclosed in connection with this Agreement, but excludes information that is (a) publicly known through no fault of the Receiving Party, (b) already in the Receiving Party's possession prior to disclosure, (c) lawfully obtained from a third party without restriction, or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information only to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Compliance; Indemnification; Force Majeure

Logistics Provider shall comply with all applicable laws, rules, licenses, permits and regulations governing transportation, customs, export controls and handling of cargo. Logistics Provider shall furnish proof of required licenses and insurance upon reasonable request.

Indemnification: Logistics Provider shall indemnify, defend and hold harmless Client, its officers and agents from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Logistics Provider's negligence, willful misconduct or breach of this Agreement, except to the extent caused by Client's negligence or breach.

Force Majeure: Neither party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond the reasonable control of the affected party, including acts of God, natural disasters, acts of government, labor disputes or pandemics. The affected party shall promptly notify the other party and use commercially reasonable efforts to perform.

Records; Audit Rights

Logistics Provider shall maintain complete and accurate records relating to services performed and charges invoiced for a period of three (3) years following delivery. Client shall have the right to audit such records upon reasonable prior written notice during regular business hours.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes amicably prior to initiating litigation.

Entire Agreement; Miscellaneous

This Agreement, including any attachments or rate confirmations incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and understandings. Any amendment or modification must be in writing and signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

Notices

Acknowledgements

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that performance will not violate any other agreement, and that the person signing below is authorized to bind the party.

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