Logistics Service Package

LOGISTICS SERVICE PACKAGE

This Logistics Service Package ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address:

and Provider Name: with principal address:

RECITALS

WHEREAS, Client requires logistics services consisting of transportation, warehousing, distribution, and related supply chain activities, and Provider is engaged in the business of providing such services and has represented its ability to furnish same under the terms set forth herein;

WHEREAS, the parties desire to set forth the scope, service levels, compensation, and terms governing the performance of logistics services to ensure safe, timely, and compliant handling of Client's goods;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall perform logistics services as described below. Provider's obligations include, without limitation, receipt, storage, handling, transportation, documentation, and delivery of goods in accordance with agreed service levels and applicable laws.

Transportation (line haul)    Warehousing    Distribution    Customs brokerage    Packaging/kitting    Inventory management

PAYMENT TERMS

Client shall pay Provider compensation as follows. All amounts are payable in lawful currency unless otherwise agreed in writing.

Invoices are due within days of invoice date. Late payments shall bear interest at % per month (or the maximum lawful rate), compounded monthly, plus reasonable collection costs.

All applicable taxes, duties, and tariffs arising from the performance of services shall be the responsibility of unless otherwise specified in writing.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within thirty (30) days after written notice specifying the nature of the breach; termination for insolvency, receivership, or cessation of business shall be effective immediately upon written notice.

CONFIDENTIALITY

Each party shall hold in strict confidence all Confidential Information disclosed by the other party and shall not use such information except to perform obligations under this Agreement. "Confidential Information" includes commercial, technical, pricing, customer and operational data, but does not include information which (i) is or becomes publicly known other than by breach, (ii) was rightfully in the recipient's possession prior to disclosure, or (iii) is independently developed without use of the discloser's Confidential Information. Confidentiality obligations shall survive termination for a period of three (3) years.

INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY

Provider shall maintain insurance customary for the industry, including cargo insurance, commercial general liability, and motor liability in amounts sufficient to cover the risks associated with the services. Provider's liability for loss or damage to Client's goods shall be limited to direct proven loss up to the lesser of the replacement value of the goods or the limits of Provider's cargo insurance, except where caused by Provider's gross negligence or willful misconduct. Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's negligence, breach, or willful misconduct.

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. Any dispute arising under this Agreement shall be resolved in the state or federal courts located within that state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules, and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the other party at the addresses set forth above or to such other address as either party may designate by notice. Notices are effective upon receipt.

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