Logistics Services Agreement

LOGISTICS SERVICES AGREEMENT

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

and Service Provider Name: with principal address:

WHEREAS

WHEREAS, Client requires logistics services including transportation, warehousing, inventory management, and customs facilitation for shipments as described in this Agreement; and

WHEREAS, Service Provider represents that it is duly licensed, insured and experienced in providing such logistics services and agrees to perform services for Client pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance and compensation for such logistics services.

SCOPE OF WORK

Service Provider shall provide logistics services to Client including, without limitation, inbound and outbound transportation, third-party carrier coordination, storage, inventory control, order fulfillment, packaging, labeling, customs brokerage, and other services described below. Service Provider shall perform all services in a commercially reasonable manner consistent with industry standards and applicable laws.

PAYMENT TERMS

Client shall pay Service Provider fees as compensation for Services as set forth in this section. Fees are exclusive of taxes unless otherwise stated. Unless otherwise agreed in writing, Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with performance of the Services.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least Notice Period (days): days prior to the effective termination date.

Either party may terminate for cause on written notice if the other party materially breaches this Agreement and fails to cure such breach within Cure Period (days): days after receipt of written notice. Upon termination, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party agrees to hold in confidence and not to disclose to any third party any Confidential Information of the other party except as required by law or as necessary to perform the Services. "Confidential Information" means non-public information disclosed in connection with this Agreement, including pricing, customer lists, shipment data, and operational procedures. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information only for the purposes of performing its obligations under this Agreement and shall implement commercially reasonable safeguards to prevent unauthorized disclosure.

INSURANCE AND INDEMNIFICATION

Service Provider shall maintain, at its expense, insurance coverages customary for the logistics industry, including commercial general liability, cargo liability and automobile insurance, in amounts sufficient to cover claims arising out of the performance of the Services. Evidence of insurance shall be provided to Client upon request.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its negligence or willful misconduct in the performance of this Agreement, subject to the limitations of liability set forth in this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, punitive or special damages. Except where prohibited by law, Service Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the six (6) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in the specified jurisdiction unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as either party designates by written notice to the other) by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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