Offsite Storage Agreement

OFFSITE STORAGE AGREEMENT

Agreement Date:

Parties

Recitals

WHEREAS, Storage Provider operates an offsite storage facility and is willing to provide storage services for certain goods on the terms set forth herein; and

WHEREAS, Client desires to store goods with Storage Provider and represents that Client has authority to deliver such goods for storage and to enter into this Agreement;

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

1. Scope of Work

Storage Provider will receive, store, safeguard, and release the goods described below in accordance with the terms of this Agreement. Services may include inventory, palletizing, protective packaging, and scheduling of delivery and pickup as requested by Client and accepted by Provider.

2. Payment Terms

Client shall pay Storage Provider the fees set forth below for storage and related services.

All fees are due as specified in the invoice. Client is responsible for all taxes applicable to the storage services. If Client fails to pay amounts when due, Storage Provider may exercise a lien and sell the stored goods after providing notice as set forth in this Agreement.

3. Term and Termination

This Agreement commences on: and continues until: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach on written notice if the breach is not cured within thirty (30) days after receipt of written notice. Upon termination, Client shall pay all accrued fees and charges and remove stored goods within the period specified in written notice; Provider may impose storage charges and exercise remedies for unclaimed goods.

4. Confidentiality

Each party shall keep confidential all nonpublic business information obtained from the other party in connection with this Agreement, including inventory lists, pricing, and customer information. Confidential information shall not include information that is publicly known, independently developed, or rightfully obtained without restriction from a third party.

5. Insurance; Risk of Loss; Prohibited Items

Client is responsible for maintaining insurance covering the stored goods and shall provide proof of insurance upon request. Storage Provider shall maintain general liability insurance for its operations. Risk of loss for the goods remains with Client except to the extent caused by Provider's gross negligence or willful misconduct.

Client shall not deliver hazardous, flammable, toxic, perishable, or illegal materials to the storage facility. Storage Provider may refuse or immediately remove such items at Client's expense.

6. Access and Delivery

Client or Client's authorized representatives may access the stored goods during Provider's normal business hours or other times by prior appointment. Provider may require identification and written authorization prior to release.

7. Liability; Indemnification; Lien

Storage Provider's liability for loss or damage to goods shall be limited to the lesser of (a) the actual proven value of the goods at the time of loss, or (b) the amount recoverable under Provider's insurance, except for loss or damage caused by Provider's gross negligence or willful misconduct. Except as set forth in the preceding sentence, Provider expressly disclaims consequential, incidental, and special damages.

Client shall indemnify and hold Provider harmless from any claims arising out of Client's breach of this Agreement, Client's goods, or Client's use of the storage facility, including costs of removal and disposal of prohibited items.

Provider shall have a statutory and contractual lien on all goods stored at the facility for unpaid charges, including storage fees, handling charges, and removal costs. If charges remain unpaid after notice and the expiration of any cure period, Provider may sell the goods in a commercially reasonable manner and apply proceeds to outstanding charges.

8. Inspection; Condition of Goods

Client acknowledges that it has inspected, or has had the opportunity to inspect, the goods prior to storage and that goods are suitable for storage. Provider may inspect stored goods for safety or to determine compliance with this Agreement and may charge for inspection time if inspection is required due to Client's breach.

9. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of: , without regard to conflict of law principles.

The parties shall attempt in good faith to resolve disputes arising under this Agreement by direct negotiation. If negotiation fails, the parties may seek any available legal remedies in the courts of the chosen jurisdiction.

10. Entire Agreement; Amendments

This Agreement, together with any attachments and written rate schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations. No amendment shall be effective unless in writing and signed by both parties.

11. 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 a party designates in writing. Notices are effective upon receipt.

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