Logistics Inc Business Services Agreement

LOGISTICS INC BUSINESS SERVICES AGREEMENT

Parties

Recitals

WHEREAS, Service Provider is duly organized and experienced in providing transportation, warehousing, freight forwarding and logistics coordination services; and

WHEREAS, Client requires business logistics services in connection with Client's commercial operations and desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

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

1. Scope of Work

Service Provider shall provide logistics and related services as agreed by the parties. The services shall include, without limitation, transportation coordination, carrier selection, freight booking, customs facilitation where applicable, warehousing, inventory handling, and reporting as described below:

Service Provider shall perform the services in a commercially reasonable manner and in compliance with applicable laws and regulations. Any material change to the scope of services must be agreed in writing by both parties and may be subject to additional fees.

2. Payment Terms

Client shall pay Service Provider the fees set forth below for the services rendered. Unless otherwise agreed in writing, all fees are exclusive of applicable taxes and duties.

Invoices are due within days of receipt unless otherwise agreed in writing. Past due amounts shall accrue interest at the rate of % per month (or the maximum rate permitted by law), plus reasonable costs of collection, including attorneys' fees.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after written notice of the breach.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred up to the effective date of termination. Sections that by their nature survive termination shall remain in effect.

4. Confidentiality

Each party (the "Recipient") shall keep confidential and not disclose to third parties any proprietary or confidential information ("Confidential Information") of the other party (the "Discloser") received in connection with this Agreement, except as required by law or as necessary to perform the services. Confidential Information does not include information that: (a) was in the public domain at the time of disclosure; (b) becomes part of the public domain through no fault of the Recipient; (c) was rightfully in the Recipient's possession prior to disclosure; or (d) was lawfully obtained from a third party without restriction.

The obligations of confidentiality shall continue for a period of years after termination or expiration of this Agreement.

5. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense and settlement thereof.

6. Insurance

Service Provider shall maintain at its expense insurance customary for the industry, including commercial general liability and cargo liability insurance, in amounts adequate to cover its obligations under this Agreement and as required by applicable law. Upon request, Service Provider shall provide certificates of insurance to Client.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice. Notices shall be deemed effective upon receipt.

8. 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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement, subject to any rights to seek provisional remedies in other jurisdictions.

9. Entire Agreement; Amendments

This Agreement, together with any written attachments or schedules 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its business assets.

Execution

The parties have executed this Agreement as of the dates set forth below. Each person signing below represents and warrants that they are authorized to enter into this Agreement on behalf of the party for whom they sign.

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