Logistics Services Contract

LOGISTICS SERVICES CONTRACT

This Logistics Services Contract (the "Agreement") is entered into as of Day: Month: Year: by and between Carrier Name: with principal place of business at , Contact: ; and Client Name: with principal place of business at , Contact: .

RECITALS

WHEREAS, Carrier is duly licensed and engaged in the business of providing transportation, warehousing and related logistics services, and represents that it has the personnel, equipment and insurance required to perform the Services described herein;

WHEREAS, Client requires logistics services for the transport, storage and distribution of certain goods and desires to engage Carrier to provide such services on the terms and conditions set forth in this Agreement;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such logistics services.

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. DEFINITIONS

1.1 "Services" means the transportation, pick-up, delivery, warehousing, handling, packaging, cross-docking and any ancillary logistics services specified in Exhibit A and performed by Carrier under this Agreement.

1.2 "Goods" means the tangible personal property transported or stored by Carrier pursuant to an order accepted under this Agreement.

2. SCOPE OF SERVICES

Carrier shall provide the Services described in Exhibit A in accordance with the terms of this Agreement. Carrier shall perform Services in a professional manner using qualified personnel and suitable equipment and will comply with the performance standards set forth in Section 3.

3. SERVICE LEVELS AND PERFORMANCE

Carrier shall use commercially reasonable efforts to meet scheduled pick-up and delivery windows agreed in writing for each shipment. Carrier shall notify Client promptly of any anticipated delays, exceptions, damaged Goods or cargo shortages. Carrier's failure to meet service levels that materially and proximately cause loss to Client shall entitle Client to remedies limited to those set forth in Section 8.

4. FEES, INVOICING AND PAYMENT

4.1 Client shall pay Carrier fees in accordance with the Rate Schedule in Exhibit B. Unless otherwise agreed, fees are exclusive of applicable taxes and duties for which Client is responsible.

5. INSURANCE AND INDEMNITY

5.1 Carrier shall, at its own expense, maintain and provide evidence of insurance coverage customary and appropriate for the Services, including, at a minimum, commercial general liability, automobile liability and cargo insurance. Carrier shall name Client as additional insured where requested for transport services.

5.2 Carrier shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any loss, claim, liability or expense (including reasonable attorneys’ fees) to the extent directly caused by Carrier's negligence, willful misconduct or breach of this Agreement, subject to the limitations of liability in Section 8.

6. CONFIDENTIALITY

Each party shall treat as confidential all non-public business, technical and financial information disclosed by the other party in connection with this Agreement and shall not disclose such information to any third party except as required by law or as necessary to perform the Services. Confidential information shall remain subject to this obligation for years after disclosure.

7. TERM AND TERMINATION

7.1 The initial term of this Agreement shall be months commencing on the Effective Date. Thereafter the Agreement will .

7.2 Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach that remains uncured for a period of 30 days following written notice of such breach.

8. LIMITATION OF LIABILITY

Except for liability arising from Carrier's gross negligence, willful misconduct, or Carrier's indemnification obligations under Section 5, neither party shall be liable to the other for consequential, special, punitive or incidental damages. Carrier's aggregate liability for loss or damage arising from or in connection with this Agreement shall not exceed , except as provided by mandatory statute.

9. COMPLIANCE WITH LAWS

Carrier shall comply with all applicable laws, regulations, permits and licensing requirements applicable to the performance of the Services, including but not limited to transportation, customs and import/export regulations. Carrier shall obtain and maintain all permits and licenses necessary to perform the Services.

10. SUBCONTRACTING

Carrier may not subcontract performance of Services without Client's prior written consent, which shall not be unreasonably withheld. Carrier shall remain liable for all acts and omissions of its subcontractors and shall ensure that any subcontractor complies with the obligations of Carrier under this Agreement.

11. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, civil commotion, terrorism, labor disputes, shortages, governmental actions, pandemics, or severe weather. The affected party shall give prompt notice and take reasonable steps to mitigate the effects of such event.

12. NOTICES

All notices under this Agreement must be in writing and shall be delivered by hand, certified mail, or overnight courier to the addresses set forth below (or to such other address as a party designates by notice in accordance with this Section). Notices are effective upon receipt.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any breach will be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts and delivered by electronic transmission, each of which will constitute an original and all of which together shall constitute one instrument.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

15. ENTIRE AGREEMENT

This Agreement, including all Exhibits, 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.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such holding shall not affect the other provisions of this Agreement, which will remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision achieving, to the extent possible, the original economic intent.

17. MISCELLANEOUS

The parties acknowledge that Carrier's performance is subject to availability of equipment, capacity and third-party services. Client shall provide accurate documentation and instructions for each shipment and shall be responsible for additional costs incurred due to Client's failure to provide complete or timely information.

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