Professional Customs Services Agreement

PROFESSIONAL CUSTOMS SERVICES AGREEMENT

This Professional Customs Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with address: ("Client"), and Service Provider Name: with address: ("Provider").

RECITALS

WHEREAS, Provider is duly licensed and qualified to perform customs brokerage, classification, entry filing, and related logistics services and possesses the expertise, personnel, and systems necessary to perform such services on behalf of importers and exporters; and

WHEREAS, Client requires professional customs brokerage and associated services to facilitate the importation and exportation of goods and desires to engage Provider to perform such services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the customs services to be provided by Provider.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Provider shall perform customs brokerage and related services including, without limitation, tariff classification, entry preparation and filing, submission of required documentation to customs authorities, payment of duties and taxes on behalf of Client where authorized, coordination of inspections, and recordkeeping (collectively, the "Services"). The specific Services to be provided, performance standards, and any exclusions are described in the Scope of Services below.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement commences on the Effective Date set forth above and continues for Term (months): unless earlier terminated in accordance with this Agreement.

2.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon prior written notice of Termination Notice Period (days): to the other party; provided that Client remains liable for Services performed and costs incurred prior to the effective date of termination.

2.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within Cure Period (days): after receipt of written notice specifying the breach.

3. FEES, EXPENSES AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth in the Fee Schedule attached hereto or as otherwise agreed in writing. Fees are exclusive of disbursements, duties, taxes, fines, penalties and other governmental charges which are the responsibility of Client unless otherwise agreed.

3.2 Payment Terms. Provider shall invoice Client for fees and disbursements. Payment Terms: Invoices not paid within the stated terms shall accrue interest at Interest Rate (% per annum): % per month or the maximum rate permitted by law, whichever is less.

3.3 Advances and Disbursements. Provider may require payment in advance for anticipated duties, taxes or disbursements. Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in performing the Services within Reimbursement Period (days): of invoice.

4. CLIENT OBLIGATIONS

4.1 Cooperation. Client shall provide all documentation, authorizations, invoices, commercial invoices, packing lists, bills of lading, certificates of origin, importer of record information, and any other information reasonably required by Provider in a timely and accurate manner.

4.2 Representations. Client represents and warrants that all information and documentation furnished to Provider is true, accurate and complete and that Client is the owner or authorized agent of the owner of the goods or has authority to engage Provider hereunder.

5. PROVIDER OBLIGATIONS

5.1 Performance Standard. Provider shall perform the Services with the degree of skill, care and professionalism exercised by reputable customs brokers and logistics professionals in similar transactions, and shall comply with applicable customs laws, regulations and rulings.

5.2 Subcontracting. Provider may engage subcontractors or agents to perform all or part of the Services provided that Provider remains responsible for the performance of such subcontractors under this Agreement.

6. CONFIDENTIALITY

6.1 Confidential Information. Each party shall keep confidential and shall not disclose to any third party any non-public information received from the other party in connection with the Services, except as necessary to perform the Services or as required by law or regulatory authority. Confidential information includes commercial terms, pricing, customs entries and trade secrets.

6.2 Permitted Disclosures. Notwithstanding the foregoing, Provider may disclose information to customs authorities and its agents as required to carry out the Services, and may maintain copies for compliance and audit purposes.

7. RECORDS, AUDIT AND RETENTION

7.1 Records. Provider shall maintain records relating to customs entries and Services for Records Retention Period (years): years in accordance with applicable law.

7.2 Audit. Upon reasonable prior notice, Client may audit Provider's records that are reasonably related to the Services to verify compliance with this Agreement; such audit shall be conducted during normal business hours and not more than once per year unless a material dispute exists.

8. COMPLIANCE WITH LAWS AND LICENSES

8.1 Compliance. Each party shall comply with all applicable export, import, customs, trade sanctions, anti-corruption and anti-money laundering laws and regulations. Client shall not request or instruct Provider to take any action that would violate applicable law or Provider's professional obligations.

9. INSURANCE

Provider shall maintain, at its expense, insurance customary for its industry including commercial general liability and errors & omissions coverage in amounts sufficient to cover its liabilities under this Agreement. Insurance requirements or minimum limits:

10. LIABILITY; INDEMNIFICATION

10.1 Indemnification by Client. Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from Client's negligence, willful misconduct, inaccurate information provided to Provider, or Client's failure to comply with applicable laws.

10.2 Indemnification by Provider. Provider shall indemnify and hold Client harmless from Provider's grossly negligent or willful misconduct in performing the Services, subject to the limitations set forth in this Agreement.

10.3 Exclusions. In no event shall either party be liable for any special, incidental, indirect, exemplary or consequential damages, including loss of profits, loss of business or loss of use, even if advised of the possibility of such damages. The liability of either party for direct damages shall be limited to the amount paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim or the liability cap stated above, whichever is less.

11. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including but not limited to acts of government, strikes, war, terrorism, natural disasters, pandemics, embargoes, or inability to obtain necessary goods or services. The affected party shall notify the other promptly and use commercially reasonable efforts to resume performance.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail, return receipt requested, or by overnight courier to the addresses below or to such other address as either party may designate by written notice to the other.

13. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement shall be in writing and signed by authorized representatives of both parties. Failure to exercise any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be an original and all of which together constitute one instrument.

14. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for the resolution of disputes.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any attachments and fee schedules expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

16.1 Relationship of the Parties. Provider is an independent contractor and not an agent or employee of Client except as provided in any limited power of attorney executed for customs purposes.

16.2 Third Party Beneficiaries. Except as expressly provided herein, no person or entity shall be deemed a third-party beneficiary of this Agreement.

SIGNATURES

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