Shipping Carrier Contract Agreement

SHIPPING CARRIER CONTRACT AGREEMENT

This Shipping Carrier Contract Agreement ("Agreement") is made effective as of by and between Carrier Name: and Client Name: .

WHEREAS

WHEREAS, Carrier is duly authorized and engaged in the business of offering transportation, pickup, delivery, and associated logistics services and holds all necessary licenses and permits to perform such services;

WHEREAS, Client requires the transportation and delivery of goods in the ordinary course of its business and desires to retain Carrier to provide such transportation services pursuant to the terms and conditions set forth in this Agreement;

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

1. SCOPE OF WORK

Carrier shall perform transportation and related logistics services for Client as described below. Carrier shall provide all personnel, equipment, permits, and supervision necessary to perform the services in a professional manner and in compliance with all applicable laws and industry standards.

2. PAYMENT TERMS

Client shall pay Carrier for services rendered as follows. All amounts are stated in U.S. dollars unless otherwise specified.

Invoices shall itemize shipments, dates of service, origin and destination, and applicable surcharges. Client shall notify Carrier in writing of any disputed charges within ten (10) days of receipt of invoice; failure to timely dispute shall constitute acceptance of the invoice.

3. INSURANCE, LIABILITY, AND CLAIMS

Carrier shall maintain and provide evidence of insurance including commercial auto liability, cargo insurance, and workers' compensation as required by law. Carrier's liability for loss or damage to goods transported under this Agreement shall be limited as provided by applicable law, subject to a minimum cargo liability of per occurrence unless higher limits are agreed in writing.

All claims for loss, damage, or shortage must be reported in writing to the Carrier within days of delivery or expected delivery date. Carrier shall have the right to inspect the damaged goods and the packaging prior to disposal.

4. COMPLIANCE WITH LAW AND REGULATIONS

Carrier shall comply with all applicable federal, state, and local laws, regulations, and ordinances governing transportation, hazardous materials, licensing, permits, and driver qualifications. Carrier shall obtain and maintain all required permits and certifications and shall allow Client access to such documentation upon reasonable request.

5. CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that in connection with performance under this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). Confidential Information means non-public business, technical or financial information disclosed orally, in writing, or by inspection that is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except as necessary to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

6. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed prior to the effective date of termination.

7. ASSIGNMENT AND SUBCONTRACTING

Carrier shall not assign this Agreement or subcontract material obligations without Client's prior written consent, which shall not be unreasonably withheld. Carrier remains fully responsible for the acts and omissions of any approved subcontractor.

8. INDEMNIFICATION

Carrier shall indemnify, defend, and hold harmless Client and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of Carrier's negligence, willful misconduct, breach of this Agreement, or failure to comply with applicable law. Client shall indemnify Carrier for claims arising from Client's negligence, willful misconduct, or breach of this Agreement.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, courier, or email with confirmation of receipt.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

11. ENTIRE AGREEMENT

This Agreement, together with any written attachments and executed rate confirmations, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Headings are for convenience only and shall not affect interpretation.

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