Shipping Program Agreement

SHIPPING PROGRAM AGREEMENT

Parties and Effective Date

This Shipping Program Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Recitals

WHEREAS, Provider operates a shipping program offering transportation, handling and related logistics services and maintains the personnel, facilities and equipment necessary to perform such services; and

WHEREAS, Client desires to engage Provider to perform shipping services under the terms and conditions set forth in this Agreement and Provider agrees to provide such services to Client in accordance with this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the scope, fees, performance standards and other material terms of their shipping relationship.

Scope of Work

Provider shall perform shipping, pickup, delivery, handling, tracking, customs coordination (if applicable) and related logistics services for Client as set forth below. Provider shall perform services in a commercially reasonable manner and in accordance with industry standards and applicable law.

Payment Terms

Client shall pay Provider the fees described in this section in consideration for Provider's performance under this Agreement. All fees are payable in United States Dollars unless otherwise specified in writing.

Late payments shall bear interest at a rate of percent per month or the maximum rate permitted by law, whichever is less. In addition, Provider may assess a late fee of for each invoice past due more than days.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Confidentiality

Each party acknowledges that, in connection with the performance of this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given its nature. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) is lawfully received from a third party without restriction, or (c) is independently developed without use of the disclosing party's Confidential Information.

Each party shall: (i) use Confidential Information solely to perform obligations under this Agreement; (ii) restrict disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Upon termination or written request, recipient will return or destroy Confidential Information as directed by the discloser.

Mutual confidentiality obligations apply: Yes

Liability and Insurance (Summary)

Provider shall maintain commercially reasonable insurance coverages, including liability and cargo insurance, in amounts customary for the industry. Provider's liability for loss or damage to shipments shall be limited to the lesser of the actual documented loss or the limits expressly stated in the bill of lading or shipping agreement, except to the extent such limitation is prohibited by applicable law.

Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of this Agreement, negligence, willful misconduct, or violation of law in connection with performance of services under this Agreement, except to the extent caused by Indemnitee's negligence or willful misconduct.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties will attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration conducted in the governing state in accordance with arbitration rules selected by the parties.

Entire Agreement; Amendments

This Agreement, including any schedules and written attachments 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, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. Notices are effective upon personal delivery, one business day after sending by overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

Miscellaneous Provisions

Neither party may assign this Agreement 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 of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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