Packing Division Document

PACKING DIVISION DOCUMENT

This Packing Division Document ("Agreement") is entered into on by and between:

Packing Division:

Client:

RECITALS

WHEREAS, the Packing Division is engaged in the business of providing packing, crating, and related handling services for goods and shipments, and represents that it has the expertise, personnel, and equipment necessary to perform the services described herein;

WHEREAS, the Client requires packing services for certain goods and desires to retain the Packing Division to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth the respective obligations, fees, standards and terms applicable to the packing services performed by the Packing Division.

SCOPE OF WORK

The Packing Division shall perform packing services as reasonably requested by the Client, including but not limited to inspection, packing, crating, labeling, internal securing, palletizing, and preparation for transport. Specific services, project milestones, acceptance criteria, and special handling instructions shall be described in the field below.

ITEMIZED PACKING SERVICES (EXAMPLE SCHEDULE)

Provide an itemized description of typical packing units, materials, and estimated quantities. Parties may attach additional schedules if required.

PAYMENT TERMS

The Client shall pay the Packing Division for services rendered in accordance with the schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

If any undisputed amount remains unpaid beyond the due date, the Client shall pay interest at percent per month on the outstanding balance, compounded monthly, plus any reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the intended termination date. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of breach.

CONFIDENTIALITY

Each party shall hold in strict confidence all proprietary or confidential information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that is (a) already known to the receiving party without restriction, (b) publicly available other than by breach of this Agreement, (c) rightfully received from a third party without restriction, or (d) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall take reasonable measures to protect the confidentiality of such information, at least as protective as those it uses for its own similar information.

INSURANCE, INDEMNITY AND LIABILITY

The Packing Division shall maintain at its expense insurance coverage appropriate to its operations and acceptable to the Client, including general liability and cargo handling coverage. The Packing Division shall indemnify and hold harmless the Client from claims arising out of the Packing Division's negligence or willful misconduct in performing packing services, except to the extent caused by the Client's gross negligence or willful misconduct. Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid by the Client under this Agreement for the specific services that give rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

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

NOTICES

ADDITIONAL PROVISIONS

The Packing Division shall comply with all applicable laws, regulations, carrier requirements, and industry standards in performing services. The Client shall disclose any special or hazardous characteristics of goods to be packed and shall indemnify the Packing Division for any loss or liability resulting from failure to disclose such characteristics.

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