Logistics Service Agreement

Logistics Service Agreement

Agreement Date:

Parties

Recitals

WHEREAS, Logistics Provider () is engaged in the business of providing transportation, freight management, warehousing and related logistics services; and

WHEREAS, Client () desires to engage Provider to provide logistics services under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Provider shall perform logistics services as described below. The services shall include, without limitation, freight transportation coordination, carrier selection, shipment tracking, customs facilitation where applicable, warehousing, inventory handling, cross-docking and delivery management as requested by Client and accepted by Provider.

Payment Terms

Service Fee: Client agrees to pay Provider the fees set forth below for services rendered. The parties agree the standard service fee per shipment or monthly retainer is:

Payment Schedule (check applicable):
Invoice upon completion of each shipment
Monthly invoicing
Milestone or project-based schedule as set forth in the Detailed Scope

Payment Due: Invoices are due within days from invoice date. Late payments shall incur interest at the lesser of (a) % per month (18% annual rate) or (b) the maximum rate permitted by law. Provider may suspend services for overdue invoices after providing days' prior written notice.

Term and Termination

This Agreement commences on and, unless earlier terminated as provided below, will continue until or until the parties agree in writing to extend the Term. Either party may terminate this Agreement without cause by providing days' prior written notice to the other party.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and reasonable costs incurred prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and shall not use or disclose to any third party any Confidential Information of the other party (the "Disclosing Party"), except as necessary to perform its obligations under this Agreement. "Confidential Information" includes business plans, pricing, shipment data, customer lists, operational procedures and other non-public information disclosed in connection with this Agreement. Confidential Information does not include information that: (a) is or becomes generally known through no fault of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

If the Receiving Party is required by law or order to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice (to the extent permitted) and shall cooperate to seek protection of the Confidential Information, provided that the Receiving Party may disclose only that portion of the Confidential Information legally required to be disclosed.

Liability; Insurance

Provider shall maintain insurance customary for the logistics industry, including commercial general liability, cargo liability and, where applicable, motor carrier liability insurance, in amounts sufficient to cover claims reasonably anticipated in connection with the services. Provider shall upon request provide evidence of insurance to Client.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages, whether based in contract, tort or otherwise. Provider's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Notices

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 laws principles. The parties agree to attempt good faith negotiation to resolve disputes. If unresolved, any legal action shall be brought in the state or federal courts located in the governing jurisdiction specified above.

Entire Agreement; Amendments

This Agreement, including any attachments and referenced schedules, 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 written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or to a successor by merger or acquisition. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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