Onboarding Import Form

Onboarding Import Form & Services Agreement

Client Name:    Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client engages Service Provider to perform import coordination, documentation preparation, customs clearance assistance and related supply-chain onboarding services in connection with the importation of goods described in this form; and

WHEREAS, Service Provider has the experience, personnel and relationships with carriers, customs brokers and inland logistics providers required to perform the onboarding services; and

WHEREAS, the parties desire to set forth the scope, fees, compliance obligations and other terms that will govern the onboarding and ongoing import services.

IMPORT ONBOARDING DETAILS

GOODS & SHIPPING

Country of Origin:   Estimated Quantity:

SCOPE OF WORK

The Service Provider shall perform the following onboarding and import coordination services, inclusive but not limited to the activities listed below. Client acknowledges that specific tasks, timelines and deliverables will be set forth in the Scope of Work field below and may be amended by written agreement.

PAYMENT TERMS

Fee Amount (base onboarding fee):

Late Payment Fee:

All fees are exclusive of applicable duties, taxes and disbursements unless otherwise stated. Client shall reimburse Service Provider for reasonable third-party expenses incurred in performance of services within thirty (30) days of invoice unless otherwise agreed in writing.

TERM AND TERMINATION

Term Start Date:    Term End Date (if any):

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach by either party shall be effective if the breaching party fails to cure the breach within thirty (30) days of written notice.

CONFIDENTIALITY

Each party shall treat all non-public information disclosed by the other party in connection with onboarding and import services as confidential and shall not disclose such information to third parties except to the extent necessary to perform the services or as required by law. Confidential information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) is obtained from a third party without breach of any obligation of confidentiality, or (iii) is independently developed by the receiving party.

COMPLIANCE AND REPRESENTATIONS

Client represents and warrants that it has obtained or will obtain all licenses, permits and authorizations required for the importation of the goods and that the goods comply with applicable laws, regulations and trade sanctions. Client shall indemnify and hold Service Provider harmless from liabilities arising from Client's failure to obtain required permits or from misdeclaration of goods.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its rules governing conflict of laws. The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Onboarding Import Form and Services Agreement, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

ADDITIONAL NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in this form or to any other address provided in writing. Email transmission is permitted for administrative communications but not for formal notices of breach or termination unless receipt is confirmed.

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