Shipment Automation Document

SHIPMENT AUTOMATION DOCUMENT

Parties and Effective Date

This Shipment Automation Document (the "Agreement") is entered into by and between:

Effective Date:

WHEREAS

WHEREAS, Client operates shipment logistics and desires to automate certain shipment processing, routing, tracking, and notification functions to improve efficiency and reduce manual intervention; and

WHEREAS, Service Provider has represented that it possesses the technical capability, software components, integration expertise, and personnel necessary to implement, host, and support an automated shipment processing system (the "Automation Services"); and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the Automation Services to Client.

Scope of Work

Service Provider will perform the Automation Services described below and any ancillary tasks reasonably necessary for completion. The scope includes system integration, API configuration, data mapping, automated routing rules, exception handling, operational runbooks, testing, and deployment to production as specified.

Service Levels and Acceptance

Service Provider shall use commercially reasonable efforts to achieve the service levels and uptime targets set forth below. Client will perform user acceptance testing in accordance with the agreed acceptance criteria. Acceptance will be deemed complete when the automation performs core shipment routing and tracking functions in production without material defects for a continuous period of seven (7) days, or sooner if the parties mutually acknowledge successful operation.

Payment Terms

Client shall pay Service Provider the fees set forth for the Automation Services in consideration of the performance and deliverables described herein.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for reasonable collection costs and expenses in the event of nonpayment.

Term and Termination

This Agreement shall commence on the Effective Date and continue for the initial term identified below unless earlier terminated in accordance with this Agreement.

Term Start Date:    Term End Date:

Either party may terminate for material breach if the breach remains uncured for thirty (30) days following written notice, or immediately for insolvency, bankruptcy, or a material security breach that cannot be remedied within a commercially reasonable period.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required to perform this Agreement. Confidential Information includes, without limitation, pricing, customer lists, shipment manifests, technical data, trade secrets, and any non-public business or technical information.

The Receiving Party will use no less than reasonable care to protect Confidential Information and shall restrict access to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidential obligations survive termination for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Trade secrets    Customer data    Technical information    Pricing and commercial terms

Data Security and Privacy

Service Provider will implement and maintain administrative, technical, and physical safeguards appropriate to the nature of the Confidential Information and Personal Data processed in connection with the Automation Services. Such safeguards shall include encryption in transit and at rest for sensitive data, access controls, logging, and periodic security assessments.

Intellectual Property

All pre-existing intellectual property of a party remains that party's sole property. Service Provider grants Client a non-exclusive, non-transferable license to use any Service Provider software delivered under this Agreement solely to the extent necessary to receive the Automation Services. Improvements and custom configurations created specifically for Client shall be treated as follows:

Limitation of Liability and Indemnification

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or data protection obligations, each party's aggregate liability to the other for all claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the claim.

Each party shall indemnify and hold harmless the other party from claims, liabilities, losses, and expenses arising from third-party claims to the extent caused by the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to the limitation of liability set forth above.

Access, Credentials and Third-Party Services

Client will provide Service Provider with access and credentials to third-party systems, carriers, or EDI/API endpoints as reasonably necessary to perform the Automation Services. Client remains responsible for the terms of use and accounts with such third parties and for any fees imposed by third-party carriers.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any dispute arising from this Agreement shall be the courts located in that state.

Entire Agreement; Amendments

This Agreement, together with any exhibits and statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the Automation Services and supersedes all prior and contemporaneous proposals and communications. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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