Shipping Containers Agreement

SHIPPING CONTAINERS AGREEMENT

Parties

THIS SHIPPING CONTAINERS AGREEMENT (the Agreement) is entered into as of by and between Provider and Client identified above.

Recitals

WHEREAS, Provider owns, leases and operates shipping containers and ancillary equipment and provides services for the transport, delivery, storage and return of shipping containers; and

WHEREAS, Client requires the use, transport and/or storage of certain shipping containers under the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the containers, transport, fees, insurance and related services.

Scope of Work

Provider shall supply, deliver, and, if applicable, retrieve the shipping containers described below and shall perform the services described in this Section in accordance with the schedule and specifications agreed by the parties.

Container Details

Delivery and Acceptance

Expected delivery date: . Client shall inspect containers upon delivery and must notify Provider in writing within days of any visible damage or nonconformity.

Payment Terms

Client shall pay Provider for the supply, delivery, storage and other services in accordance with the fees and schedule below.

Late payment shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law, plus reasonable collection costs and attorney fees.

Term and Termination

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

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice of breach.

Confidentiality

Each party shall maintain in confidence all non-public business, technical and financial information disclosed by the other party and designated as confidential or that reasonably should be understood to be confidential. Confidential information shall not include information that is (a) public other than by breach of this Agreement, (b) known to the receiving party prior to disclosure, or (c) rightfully obtained from a third party without restriction. The obligations in this Section shall survive termination for a period of three (3) years.

Insurance and Risk of Loss

Client shall maintain insurance covering the containers and their cargo as specified by Provider and shall name Provider as additional insured where applicable. Minimum coverage: $ . Provider may require proof of insurance prior to delivery.

Risk of loss or damage to the containers shall pass to Client on delivery and return to Provider upon Provider's receipt, except as otherwise agreed in writing.

Inspection, Maintenance and Repair

Client shall at all times keep containers in good condition and repair, reasonable wear and tear excepted. Client shall notify Provider promptly of any damage. Provider may inspect containers upon reasonable notice and Client shall be responsible for repair costs of damage occurring during Client's possession.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement, except to the extent caused by the indemnitee's negligence or willful misconduct.

Taxes and Fees

Unless otherwise stated, Client is responsible for all applicable taxes, duties, fees and assessments imposed in connection with the services, including but not limited to sales, use, excise, port and other taxes.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, government action, labor disputes, fire, flood, storms, or shortages of materials or transportation. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless otherwise agreed in writing.

Entire Agreement

This Agreement, including any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or waiver must be in writing and signed by both parties.

Miscellaneous Provisions

Assignment is prohibited without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all its assets. The invalidity of any provision shall not affect the remainder of this Agreement. Headings are for convenience only and shall not affect interpretation.

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