Shipping Shipment

SHIPPING SHIPMENT AGREEMENT

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

RECITALS

WHEREAS, Client engages Carrier to arrange for the pickup, handling, transport and delivery of goods described herein in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Carrier represents that it is duly authorized, licensed and insured to perform transportation services and will perform such services in accordance with applicable law and accepted industry standards; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to any shipments tendered by Client to Carrier under this Agreement.

SCOPE OF WORK

Carrier will pick up, transport, and deliver the shipment(s) described below and perform related logistics services including but not limited to packaging verification, labeling, tracking, and delivery attempts as requested by Client and accepted by Carrier. Carrier shall provide equipment, personnel, and ancillary services necessary to perform the transportation services in a timely and professional manner.

PAYMENT TERMS

Client shall pay Carrier for transportation and related services in accordance with the following terms. Payments shall be due in cleared funds without setoff or deduction.

Late payments shall accrue interest at the rate of percent per month (or the maximum rate permitted by law, if lower), calculated monthly on the unpaid balance until paid in full. Client shall also reimburse Carrier for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may immediately terminate for material breach if the other party fails to cure a breach within a reasonable period not to exceed 15 days following written notice of such breach, or immediately upon insolvency, appointment of a receiver, or cessation of business operations.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any non-public business, technical or financial information of the other party received in connection with this Agreement ("Confidential Information"), except as required by law or to perform the obligations under this Agreement. Confidential Information shall not include information that: (a) is or becomes generally known to the public other than by a breach of this Agreement; (b) was known to the receiving party prior to disclosure by the disclosing party; or (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

LIABILITY, INSURANCE AND INDEMNIFICATION

Carrier's liability for loss, damage or delay shall be limited to the declared value as set forth above, except to the extent otherwise required by applicable law. Carrier shall maintain liability and cargo insurance appropriate to the services provided and shall provide certificates of insurance upon reasonable request.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, liabilities, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement, provided that the indemnified party notifies the indemnifying party promptly in writing of any claim and cooperates in the defense.

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 any dispute arising under this Agreement shall lie exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT

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

ADDITIONAL PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, agency, joint venture or partnership relationship.

Notices required under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as a party may designate in writing from time to time.

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