TIR Service Contract

TIR SERVICE CONTRACT

This TIR Service Contract ("Agreement") is made and entered into on this day of , by and between Client Name: , a with principal place of business at , and Service Provider Name: , a with principal place of business at .

RECITALS

WHEREAS, Client requires specialized TIR-related services including management, reporting, and compliance support in connection with Client's transport and customs operations; and

WHEREAS, Service Provider represents that it has the experience, personnel, systems, and legal authority to provide the TIR services described herein in accordance with applicable law and industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the TIR-related services to be provided by Service Provider as further described in Schedule A (Description of Services), which is incorporated into this Agreement. "Confidential Information" means non-public business, technical, financial or other information disclosed by a party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards and applicable law. The Services include, without limitation, TIR documentation preparation, submission, coordination with customs authorities, recordkeeping, and such advisory services as requested by Client and accepted by Service Provider.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on and shall continue for a period of months unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice delivered days prior to the effective date of termination.

3.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

4. FEES, INVOICING AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth below and in any applicable statement of work. Base fee: per .

4.2 Expenses. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the provision of Services, subject to documentation.

4.3 Invoicing and Payment Terms. Service Provider will invoice Client monthly in arrears unless otherwise agreed. Unless otherwise agreed in writing, invoices are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. TAXES AND COMPLIANCE

5.1 Taxes. Fees are exclusive of taxes, duties or levies imposed by any governmental authority. Client shall be responsible for all taxes (other than Service Provider's income taxes) arising from the Services.

5.2 Compliance. Each party shall comply with all applicable laws, rules, and regulations applicable to its performance hereunder.

6. CONFIDENTIALITY

6.1 Obligation. Each party shall maintain Confidential Information of the other party in strict confidence and shall not disclose such information to third parties except as necessary to perform the Services or as required by law. Recipients shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

6.2 Exceptions. Confidential Information shall not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except as expressly provided herein, Client retains all right, title and interest in and to Client materials, and Service Provider retains all right, title and interest in and to Service Provider's pre-existing materials, know-how, methodologies and tools. Work product specifically created for Client and identified in a written statement of work shall be owned by Client upon full payment for such work product, subject to Service Provider's rights in its underlying methodologies and tools.

7.2 License. To the extent Service Provider needs to use its pre-existing intellectual property to deliver the Services, Service Provider hereby grants Client a non-exclusive, non-transferable, worldwide license to use such materials solely for Client's internal business purposes.

8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties. Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement.

8.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy and Service Provider's sole obligation for breach of this warranty shall be, at Service Provider's option, re-performance of the non-conforming Services or refund of fees paid for such Services.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.2, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Indemnification by Service Provider. Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence or willful misconduct in performing the Services or breach of Section 6 (Confidentiality).

9.2 Indemnification by Client. Client shall defend, indemnify and hold harmless Service Provider against claims arising from Client's use of deliverables in violation of this Agreement or Client-provided materials that infringe or misappropriate a third party's intellectual property rights.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. SERVICE PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INSURANCE

Service Provider shall maintain insurance coverage appropriate to the scope of the Services, including commercial general liability and professional liability, and shall provide certificates of insurance upon Client's reasonable request.

12. DATA SECURITY AND PRIVACY

Service Provider shall implement and maintain administrative, physical, and technical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration or loss. In the event of a security incident affecting Client Data, Service Provider shall notify Client promptly and cooperate in remediation and notification efforts as required by applicable law.

13. SUBCONTRACTING AND ASSIGNMENT

Service Provider may engage subcontractors to perform portions of the Services provided Service Provider remains responsible for the performance of subcontractors and ensures they are bound by confidentiality obligations no less protective than those set forth herein. Assignment of this Agreement by either party shall require the prior written consent of the other party, not to be unreasonably withheld.

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14. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed as follows:

15. AMENDMENTS AND WAIVER

No amendment of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties. No waiver shall be deemed a waiver of any other right or remedy or a continuing waiver unless expressly stated in writing signed by the waiving party.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles.

17. ENTIRE AGREEMENT

This Agreement, including all schedules and statements of work attached hereto, 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.

18. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall endeavor in good faith to replace such invalid or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the parties' original intent.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

20. MISCELLANEOUS

20.1 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including acts of God, strikes, pandemics, government action, or utility failures.

20.2 Survival. Sections that by their nature survive termination or expiration of this Agreement, including but not limited to Sections 5 (Taxes and Compliance), 6 (Confidentiality), 7 (Intellectual Property), 9 (Indemnification), 10 (Limitation of Liability), 17 (Entire Agreement) and 18 (Severability), shall survive any expiration or termination of this Agreement.

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