Roadrunner Express Delivery Service Agreement

Roadrunner Express Delivery Service Agreement

This Delivery Service Agreement ("Agreement") is entered into as of Effective Date: by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client requires pick-up, transportation and delivery services for goods described below; and

WHEREAS, Service Provider is engaged in the business of providing freight, courier and delivery services and represents it has the personnel, equipment and insurance to perform such services; and

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

1. Scope of Work

Service Provider shall provide pick-up, transport and delivery services for goods tendered by Client in accordance with delivery instructions agreed at the time of booking. Services include loading, secure transit, unloading, and delivery confirmation unless otherwise agreed in writing. Specific requirements, special handling and schedule commitments are set forth below.

2. Payment Terms

Client shall pay Service Provider for services rendered in U.S. dollars according to the rates and schedule below. All fees are net of applicable taxes unless otherwise specified.

Invoices shall reference the applicable purchase order or job number. Disputed items must be submitted in writing within ten (10) days of invoice receipt; undisputed amounts remain payable per schedule. Payments returned for insufficient funds are subject to an administrative fee as specified in the late fee field.

3. Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate for material breach that remains uncured after thirty (30) days' written notice, or immediately for insolvency, fraud, or events that render performance impossible. Termination shall not relieve Client of payment obligations for services performed or costs incurred through the effective date of termination.

4. Confidentiality

Each party agrees to maintain in confidence and not disclose to any third party any non-public business, pricing, customer, logistical or operational information received from the other party in connection with this Agreement ("Confidential Information"), except as required by law or to perform services hereunder. Confidential Information does not include information that is publicly available or independently developed without use of the other's Confidential Information. The obligations herein survive for two (2) years after termination of this Agreement.

5. Insurance and Liability

Service Provider shall maintain at its expense motor carrier liability and cargo insurance with limits appropriate to the services provided and shall provide proof of insurance upon request. Service Provider is liable for loss or damage to Client goods caused by Service Provider's negligence, subject to limits set forth in carrier documents and this Agreement.

Except for liability for loss or damage to goods or gross negligence/willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages. The parties' aggregate liability arising from or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

6. Claims for Loss or Damage

Client must inspect shipments upon delivery and notify Service Provider of visible damage or shortage immediately. Written claims for loss, damage or shortage must be submitted within seven (7) calendar days for visible damage and thirty (30) calendar days for concealed damage from delivery. Failure to timely present a claim shall constitute a waiver of such claim to the extent permitted by law.

7. Compliance with Law

Each party shall comply with all applicable laws, rules and regulations governing its performance. Service Provider shall obtain and maintain all permits, licenses and registrations required to perform transportation services and shall verify proper labeling, packaging and hazardous material declarations for shipments tendered by Client.

8. Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Indemnitor's negligence, willful misconduct or breach of this Agreement; provided that Indemnitee provides prompt written notice of any claim and cooperates in the defense.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. Venue for any action arising out of or relating to this Agreement shall be the state or federal courts located in that state.

10. Entire Agreement

This Agreement, together with any written service schedules or appendices executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or agency relationship.

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