Project Management Shipping Integrations Agreement

Project Management Shipping Integrations Agreement

Project Identification

Project Title:

Recitals

This Project Management Shipping Integrations Agreement (the Agreement) is entered into by Client Name: and Service Provider: for the integration of shipping carriers, rate shopping, label generation, and related project management services as described below.

Definitions

"Integration Deliverables" means the software modules, configuration, and documentation enabling the Client's order management system to transmit shipments to selected carriers, receive rating and tracking data, and print shipment labels in the formats specified in the Deliverables section.

Scope of Work

The Service Provider will perform project management and technical integration services to deliver shipping integrations in accordance with the following scope. Work performed outside this Scope must be authorized via the Change Order Process.

Deliverables and Acceptance

Each deliverable will be delivered with acceptance criteria and an acceptance test period. The Client shall accept or provide written rejection with specific defects within the acceptance period; otherwise deliverables will be deemed accepted.

Due Date:

Due Date:

Due Date:

Timeline & Milestones

Project Start Date:    Project End Date:

Milestone 1 Due:

Milestone 2 Due:

Budget & Payment

Total Fixed Fee:

Expenses: Reasonable, pre‑approved third-party fees and travel will be reimbursed at cost. Maximum unapproved expense without prior written consent:

Change Order Process

All changes to scope, schedule, or fees shall be documented and executed through a written Change Order signed by both parties. Change Orders shall include description of change, impact to schedule, and adjustment to fees.

Confidentiality & Data Protection

Each party will treat as Confidential Information all non-public information disclosed in connection with this Agreement. Confidential Information includes API credentials, shipment data, pricing and rate information, customer lists, and technical documentation. The receiving party will not use Confidential Information except to perform obligations under this Agreement and will protect it with at least the same degree of care it uses to protect its own confidential information.

Warranties, Liability & Indemnity

The Service Provider warrants that it will perform services in a professional manner consistent with industry standards. Except for willful misconduct or gross negligence, neither party will be liable for indirect, incidental, or consequential damages. The Service Provider will indemnify the Client for third‑party claims arising from Provider's negligent integration work; Client will indemnify Provider for claims arising from Client's misuse of integrations.

Acceptance Testing

Upon delivery of each Integration Deliverable, Client will have a testing period of days to execute acceptance tests. If Client provides no written rejection within the period, the deliverable will be deemed accepted.

Termination

Either party may terminate this Agreement for material breach if the breach is not cured within 30 days after written notice. Upon termination, Client will pay for all work performed and non‑cancellable commitments incurred through the effective date of termination.

Governing Law & Dispute Resolution

This Agreement will be governed by the laws of the State of without regard to conflict of law principles. Parties will attempt in good faith to resolve disputes by negotiation; if unresolved, disputes will be resolved in the courts of that State.

Notices

All notices required under this Agreement must be sent to the addresses below and will be effective upon receipt.

Miscellaneous

This Agreement, together with any executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes prior agreements. Amendments must be in writing and signed by authorized representatives of both parties.

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