Shipping FedEx Form

SHIPPING FEDEX FORM — SERVICE AGREEMENT

This Shipping Services Agreement ("Agreement") is entered into as of Effective Date: by and between Shipper Name: and Carrier Name: .

RECITALS

WHEREAS, Shipper is engaged in commerce and requires transportation, handling and delivery of packages and freight via FedEx shipping services and related carrier services;

WHEREAS, Carrier possesses the facilities, equipment, personnel and authority to provide freight and parcel transportation services and agrees to furnish such services subject to the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations governing the tender, carriage, handling and delivery of shipments and associated billing and claims processes.

PARTY CONTACTS & ADDRESSES

SCOPE OF WORK

Carrier will provide pickup, transportation, handling and delivery of shipments tendered by Shipper pursuant to the service options elected below and subject to Carrier's standard operating procedures, applicable law, and the terms of this Agreement. Shipper shall tender shipments in a timely manner and provide accurate shipping documentation and required declarations.

SHIPMENT DETAILS

Number of pieces:   Total weight (lbs):   Dimensions (L×W×H inches):

Declared Value for Carriage: $   Tracking / Reference Number:

Pickup Date:   Requested Pickup Time:

Service Options (check all that apply): Ground Overnight 2-Day Express

Special handling: Signature Required Contains Hazardous Materials Hold for Pickup

PAYMENT TERMS

Shipping Fee (per shipment or estimate): $.

Payment Schedule:

Late Fee: on overdue balances. Shipper is responsible for all reasonable collection costs, including attorneys' fees.

TERM & TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience by providing written notice at least prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within after written notice of such breach.

CONFIDENTIALITY

Each party shall treat as confidential all non-public business, technical and pricing information received from the other party in connection with this Agreement. Confidential information shall not be disclosed except to employees, agents or subcontractors on a need-to-know basis and only under written obligations of confidentiality. Confidentiality obligations shall not apply to information that is (a) publicly known through no fault of the receiving party; (b) independently developed by the receiving party without use of confidential information; or (c) required to be disclosed by law or valid process, provided the disclosing party is given prompt notice when permitted.

LIABILITY, INDEMNIFICATION & INSURANCE

Carrier's liability for loss or damage to shipments shall be limited to the declared value for carriage for each shipment or the maximum amount permitted under applicable carriage rules, whichever is less, unless the parties expressly agree in writing to higher valuation and Carrier accepts additional declared value and applicable charges. Shipper shall indemnify, defend and hold Carrier harmless from claims arising out of Shipper's negligent or willful misdescription of contents, inadequate packaging, failure to declare hazardous materials, or improper labeling.

CLAIMS & NOTICES

All loss, damage or shortage claims must be submitted in writing to the Carrier within the time limits required by applicable carriage rules and this Agreement. Notices required under this Agreement shall be in writing and delivered to the addresses provided in the PARTY CONTACTS & ADDRESSES section.

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 disputes shall be in the state or federal courts located in the county specified by the parties' primary operating address.

ENTIRE AGREEMENT

This Agreement, together with any shipment-specific bills of lading, service orders, rate confirmations or written addenda signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. Any amendment must be in writing and executed by authorized representatives of both parties.

ACKNOWLEDGMENT & CERTIFICATION

Shipper certifies that all information provided on this form is true and correct, that shipments conform to applicable law and Carrier's requirements, and that Shipper has authority to tender the shipments and to enter into this Agreement. Shipper agrees to pay all charges and any assessed penalties, duties or taxes.

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