Packing and Cooling Agreement

PACKING AND COOLING AGREEMENT

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider is engaged in the business of professional packing, refrigerated handling and controlled-temperature storage of perishable products and related services; and

WHEREAS, Client requires packing and cooling services for certain goods and desires to engage Service Provider on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows effective as of .

SCOPE OF WORK

Service Provider shall provide packing, cooling, and refrigerated handling services for the items described below in accordance with industry standards and specific temperature and packaging requirements set forth by Client. Services shall include but are not limited to: inspection upon receipt, appropriate packing materials, pre-cooling as required, storage in designated temperature zones, monitoring of temperature and humidity, and preparation for shipment.

PACKING AND TEMPERATURE CONTROLS

Service Provider shall supply packing materials appropriate to the goods and shall maintain cooling systems to achieve the agreed temperature range. Client acknowledges that specified temperature control is critical and agrees to the following temperature parameters:

Minimum Temperature:   Maximum Temperature:

Service Provider will monitor and record temperatures at regular intervals. Deviations outside the agreed range shall be reported to Client within 24 hours of detection.

PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the following payment provisions.

Overdue amounts shall incur interest at , computed monthly, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 10 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other in connection with this Agreement, including but not limited to product specifications, temperature protocols, customer lists, pricing, and operational procedures. Each party shall: (a) hold confidential information in strict confidence; (b) use it only for performance under this Agreement; and (c) restrict disclosure to employees or subcontractors with a need to know and who are bound to confidentiality obligations no less restrictive than those herein. Confidential obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, is independently developed, or is required to be disclosed by law with prior notice to the disclosing party where legally permissible.

INSURANCE, LIABILITY, AND INDEMNITY

Service Provider shall maintain commercial general liability, cargo, and refrigerated storage insurance customary for the industry. Required coverages and limits:

Except for losses caused by Service Provider's gross negligence or willful misconduct, Service Provider's liability for loss of or damage to Client's goods shall be limited to the lesser of the actual documented loss or the declared value per shipment not to exceed unless higher value is declared in writing and accepted by Service Provider for additional consideration.

Each party shall indemnify and hold harmless the other party from and against claims, liabilities, losses and expenses arising out of its negligence or willful misconduct in connection with this Agreement, subject to the limits and exclusions herein.

INSPECTION, ACCEPTANCE AND CLAIMS

Client shall inspect goods promptly upon delivery or release from Service Provider's facility. Claims for visible damage or shortage must be made in writing within days of delivery; concealed loss or damage must be reported within a reasonable time after discovery. Failure to provide timely notice shall bar recovery for such claims to the extent permitted by law.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including without limitation acts of God, fire, flood, earthquake, labor disputes, governmental actions, shortages of transport or fuel, or other events of force majeure. The affected party shall notify the other promptly and shall use commercially reasonable efforts to resume performance.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all attachments and written statements of work referenced herein, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral, with respect to the subject matter. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, courier, or certified mail.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture, agency, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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