Shipping ASR Shipment

SHIPPING ASR SHIPMENT

This Shipping ASR Shipment Agreement (the "Agreement") is made and entered into as of Effective Date: by and between:

Client Name:

Carrier Name:

WHEREAS

WHEREAS, Client engages Carrier to perform shipping, handling, and delivery services for certain shipments designated by Automated Shipping Release (ASR) procedures, and Carrier has the operational capability and authority to provide such services in accordance with this Agreement;

WHEREAS, the parties desire to record the terms and conditions governing the ASR Shipment including scope of work, payment, termination, confidentiality, and allocation of liability between them;

WHEREAS, the parties intend that each individual ASR Shipment governed by this Agreement will be subject to the terms set forth herein and to any shipment-specific details confirmed in the Shipment Details section below;

SCOPE OF WORK

SHIPMENT DETAILS

Contains Hazardous Materials

PAYMENT TERMS

All amounts are payable in the currency specified in the invoice. Where payment is not received within the Payment Due Days After Invoice, Carrier may suspend services and assess the Late Fee specified above. Carrier's inability to perform due to Client's unpaid balances shall constitute a material breach.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may immediately terminate this Agreement for material breach if the breaching party fails to cure such breach within 15 days of receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including but not limited to pricing, shipment volumes, routing, customer lists, and operational procedures. Each party shall (i) hold Confidential Information in strict confidence, (ii) use the Confidential Information solely for the performance of its obligations under this Agreement, and (iii) not disclose such Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Confidential Information shall not include information that is or becomes publicly available through no breach of this Agreement, is independently developed by the receiving party without reference to the disclosing party's Confidential Information, or is required to be disclosed by law, provided that the receiving party gives prompt written notice to the disclosing party and cooperates in seeking a protective order or other appropriate remedy.

LIABILITY AND INDEMNIFICATION

Carrier shall be liable for loss of or damage to goods only to the extent resulting from Carrier's negligence or willful misconduct. Except for loss or damage arising from Carrier's gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, punitive, or special damages. Client shall indemnify, defend and hold Carrier harmless from and against any claims, losses, or expenses arising from Client's inaccurate shipment descriptions, improper packing, or undisclosed hazardous materials.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved through the courts of that jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any shipment-specific details provided in the Shipment Details section and any written order confirmations 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, representations, and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute valid provision that most nearly effects the parties' original intent.

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