Shipping Services Agreement

SHIPPING SERVICES AGREEMENT

This Shipping Services Agreement ("Agreement") is entered into as of by and between Carrier Name: with principal place of business at and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Carrier is duly authorized, licensed, and equipped to perform transportation and logistics services for freight and goods, and possesses the personnel and equipment required to provide shipping services in a safe and commercially reasonable manner; and

WHEREAS, Client desires to engage Carrier to provide shipping, pickup, delivery, and related logistics services for Client's shipments on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Carrier shall provide the services as an independent contractor and not as an employee of Client.

SCOPE OF WORK

Carrier shall provide transportation services including, without limitation: pickup, handling, linehaul, delivery, tracking updates, and coordination of third-party services as may be required by Client for each shipment. Carrier shall comply with all applicable laws, regulations, and industry standards governing transport of the goods including those specific to hazardous materials if relevant to a particular shipment.

PAYMENT TERMS

All invoices are due in accordance with the payment schedule above. Client agrees to reimburse Carrier for reasonable out-of-pocket expenses, tolls, permits, and third-party charges incurred in connection with the services. Carrier reserves the right to suspend services for Client if payment is overdue by more than days after notice.

TERM AND TERMINATION

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

Either party may terminate this Agreement immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of obligations to pay Carrier for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential. Each party shall maintain the confidentiality of the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (c) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to allow for protective measures or confidential treatment.

INSURANCE; INDEMNIFICATION; LIMITATION OF LIABILITY

Carrier shall, at its own expense, maintain insurance customary for the transportation industry, including commercial general liability, automobile liability, and cargo insurance in amounts sufficient to cover claims reasonably foreseeable for the services provided. Upon request, Carrier will provide certificates of insurance to Client.

Carrier shall indemnify, defend, and hold harmless Client from and against all third-party claims, liabilities, losses, damages, and expenses arising out of Carrier's gross negligence or willful misconduct in performing the services. Client shall indemnify, defend, and hold harmless Carrier from and against all third-party claims arising from Client's negligence, improper packaging or labeling of goods, or misrepresentation of the nature of the goods.

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of Carrier for any claim arising under this Agreement shall not exceed the greater of the total fees paid by Client to Carrier in the twelve (12) months immediately preceding the event giving rise to the claim or the declared value of the goods as documented in Carrier's bill of lading for the shipment at issue.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, strikes, labor disputes, embargoes, acts of government, war, natural disasters, pandemics, or shortages of transportation capacity. The affected party shall give prompt written notice to the other and shall 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 without regard to its conflicts of law rules. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration in the agreed forum if the parties so elect, or otherwise by the courts located in the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any schedules, bills of lading, and written attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact persons and addresses set forth below or to such other address as the receiving party may designate by notice to the other party.

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