Transport Service Level Agreement

TRANSPORT SERVICE LEVEL AGREEMENT

This Transport Service Level Agreement (the "Agreement") is made as of Effective Date: by and between Service Provider: , entity type Corporation LLC Individual, with principal place of business at ; and Client Name: , entity type Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing transportation, freight handling and logistics services and possesses the personnel, equipment and expertise necessary to perform such services; and

WHEREAS, Client requires transportation services for the carriage and delivery of shipments described in this Agreement and desires defined service levels and remedies for failures to meet such levels; and

WHEREAS, the parties desire to set forth the scope, service levels, measurement, reporting and remedies applicable to the transportation services to be provided by Service Provider.

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

1. DEFINITIONS

1.1 "Services" means the transportation, pickup, delivery, handling and related logistics services described in Section 2 and the Service Schedule attached hereto. "Service Levels" means the measurable performance metrics set forth in Section 2. "Affected Shipment" means a shipment for which Service Provider has accepted responsibility and for which performance is measured under this Agreement.

2. SCOPE OF SERVICES

2.1 Service Provider shall provide transportation services for shipments as requested by Client in accordance with the terms of this Agreement. Services to be provided (including lanes, equipment type and special handling requirements) are described below and in any Service Schedules executed by the parties.

3. SERVICE LEVELS

3.1 Service Provider shall meet the following service level objectives for Affected Shipments. Service levels are measured over the Measurement Period specified below and are subject to the exclusions in Section 3.4.

On-Time Delivery: Service Provider shall deliver Affected Shipments within the agreed delivery window no less than % of the time during each Measurement Period.

Pickup Response Time: Service Provider shall perform ready-for-pickup confirmation and dispatch within hours of scheduled pickup request.

Measurement Period: . Measurement shall be performed using Service Provider's operational records, and reports provided to Client in accordance with Section 4.

3.4 Exclusions: Service Levels shall not apply to delays or failures resulting from causes outside Service Provider's reasonable control, including but not limited to acts of God, strikes, traffic congestion beyond reasonable expectation, governmental orders, inaccurate or incomplete shipping information provided by Client, or circumstances described in Section 12 (Force Majeure).

4. PERFORMANCE MONITORING AND REPORTING

4.1 Service Provider shall monitor performance against the Service Levels and shall deliver reports to Client with the following frequency: .

5. SERVICE CREDITS AND REMEDIES

5.1 If Service Provider fails to meet a Service Level for an Affected Shipment, Client shall be entitled to service credits as the exclusive, good-faith contractual remedy subject to the limitations set forth herein.

Credit Calculation: For each Measurement Period in which the Service Level is missed, Service Provider will issue a credit equal to % of the charges for the Affected Shipment(s) subject to a cap of % of the monthly invoice, up to a maximum monetary amount of .

5.3 Credits shall be applied against future invoices or, at Service Provider's election, paid to Client within days after agreement on the qualifying credit. Service Credits are Client's sole and exclusive remedy for Service Level failures except for claims arising from gross negligence or willful misconduct of Service Provider.

6. FEES, INVOICING AND PAYMENT

Invoices shall be delivered to Client's billing contact and are due and payable within days of receipt unless otherwise expressly agreed in writing. Disputed amounts must be notified in writing within the payment period and the undisputed portion shall remain due.

7. TERM AND TERMINATION

7.1 Term. The initial term of this Agreement shall commence on Start Date: and continue for an initial period of months, unless earlier terminated as provided herein.

7.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice specifying the breach.

7.3 Termination for Convenience. Either party may terminate for convenience upon providing days' prior written notice to the other party.

8. CONFIDENTIALITY

8.1 Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Agreement and shall not use or disclose such information except as necessary to perform its obligations or as required by law. Confidential information does not include information that becomes publicly known without breach or is independently developed.

9. LIABILITY AND INDEMNIFICATION

9.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from third party claims arising from its negligence or willful misconduct in performing this Agreement, subject to the limitations in this Section.

9.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality, each party's aggregate liability under this Agreement shall be limited to the greater of: (a) fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim; or (b) .

10. INSURANCE

Service Provider shall maintain, at its expense, commercial general liability, motor carrier liability, cargo and workers' compensation insurance with limits no less than and shall provide certificates of insurance to Client upon request.

11. NOTICES

All notices, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand, overnight courier or certified mail (return receipt requested).

12. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, strikes, riots, war, terrorism, governmental action, pandemics, severe weather or significant infrastructure failures. The affected party shall use commercially reasonable efforts to mitigate the effect of any such event.

13. ASSIGNMENT; SUBCONTRACTING

Neither party may assign this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld; provided, however, that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. Service Provider may subcontract portions of the Services provided that Service Provider remains responsible for performance.

14. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

This Agreement, together with any Service Schedules and exhibits 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.

17. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed to give effect to the parties' intent as reflected herein.

18. 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. Signatures delivered by electronic means shall be binding.

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