Shipping Shipper Agreement

SHIPPING SHIPPER AGREEMENT

This Shipping Shipper Agreement (the "Agreement") is made and entered into by and between Shipper Name: and Carrier Name: .

WHEREAS

WHEREAS, Shipper is engaged in the manufacture, sale or distribution of goods requiring transportation and desires to retain Carrier to transport such goods on the terms set forth herein; and

WHEREAS, Carrier is duly authorized and qualified to provide transportation and related logistics services and represents that it maintains the necessary permits, licenses and insurance required by applicable law; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Carrier shall provide transportation, handling and delivery services for shipments tendered by Shipper in accordance with the instructions provided by Shipper. Services include loading, inland transportation, unloading, documentation and related logistics services as required for each shipment.

2. Payment Terms

Shipper shall pay Carrier for services performed under this Agreement in accordance with the rates and schedule set forth below. All charges are exclusive of applicable taxes unless otherwise stated.

3. Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect until the Termination Date unless earlier terminated in accordance with this Agreement.

Effective Date:    Termination Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination for insolvency, bankruptcy or loss of required operating authority shall be effective immediately upon written notice.

4. Confidentiality

Each party shall treat as confidential all non-public business information disclosed by the other party in connection with this Agreement, including rates, customer lists, shipment data and operational procedures. Confidential information shall not be disclosed to third parties except to employees or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations survive termination for a period of three (3) years.

5. Insurance and Indemnity

Carrier shall maintain and provide proof of commercial general liability, motor carrier liability and cargo insurance in commercially reasonable amounts and as required by law. Carrier shall indemnify and hold harmless Shipper from and against losses arising from Carrier's negligence, willful misconduct or breach of this Agreement, subject to limitations agreed in writing.

6. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental or punitive damages. The aggregate liability of Carrier for loss of or damage to cargo shall be limited to the lesser of actual proven loss or the value declared at time of tender or, if no value declared, the limits set by applicable law.

7. Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, labor disputes, acts of government, civil disturbance, pandemic, flood, fire or severe weather. The affected party must give prompt written notice of the force majeure event and use commercially reasonable efforts to resume performance.

8. Notices

All notices required under this Agreement must be in writing and delivered to the contact information set forth below or to such other address as a party may designate by notice.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

10. Entire Agreement

This Agreement, including any exhibits or rate confirmations incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or agency relationship except as expressly provided.

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