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Transport Services Agreement

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Transport Services Agreement

This Transport Services Agreement (the Agreement) is made as of by and between Carrier Name: with principal place of business at (Carrier), and Client Name: with principal place of business at (Client).

Recitals

WHEREAS, Carrier is duly authorized and experienced in the transportation of goods by motor vehicle and holds all necessary licenses, permits and insurance to provide such transportation services in the territories described herein; and

WHEREAS, Client requires pickup, carriage and delivery of freight described in individual shipments (each a Shipment) and desires to engage Carrier to perform transportation services on the terms and conditions set forth in this Agreement; and

WHEREAS, Carrier is willing to provide transport services to Client on the terms and conditions set forth below.

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

1. Definitions

1.1 "Shipment" means a discrete load tendered by Client to Carrier, documented by a bill of lading or other written transportation order. "Delivery" means tender of Shipment to the consignee at the agreed delivery location. "Carrier Equipment" means any motor vehicle, trailer, container or other conveyance provided by Carrier to perform the Services.

2. Scope of Services

2.1 Carrier shall provide transportation and related services for Shipments described in individual written Service Orders issued by Client and accepted by Carrier, including pickup, carriage, delivery, and basic load securement consistent with accepted industry practices.

3. Performance Standards

3.1 Carrier shall perform Services in a professional manner using suitably equipped vehicles and qualified drivers, and shall comply with all applicable federal, state and local laws, regulations and safety requirements. Carrier shall ensure that cargo is transported in a manner consistent with good industry practice and the requirements of Client as set forth in each Service Order.

3.2 Carrier shall complete pickup and delivery within the time windows specified in each Service Order. Agreed delivery window (hours/days):

4. Rates, Charges and Payment

4.1 Client shall pay Carrier the rates set forth in each Service Order. Unless otherwise agreed in writing, Carrier's charges shall include standard pickup and delivery, and Client shall be responsible for additional charges such as accessorials, detention, storage, reconsignment, and special equipment.

4.2 Carrier shall invoice Client after completion of each Shipment or as otherwise agreed in the Service Order. Unless disputed in good faith within seven (7) calendar days of receipt, invoices shall be deemed correct. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Invoicing and Documentation

5.1 Each invoice must reference Carrier's name, Client purchase order or reference number, bill of lading number, dates of service, origin and destination, and any accessorial charges. Carrier shall provide legible proof of delivery and other supporting documentation reasonably requested by Client.

6. Term and Termination

6.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided herein. Effective date (if different than above):

6.2 Termination. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice. Either party may terminate for convenience upon sixty (60) days' prior written notice. Termination shall not relieve either party of obligations incurred prior to termination.

7. Insurance

7.1 Carrier shall maintain, at its sole cost and expense, insurance coverage with limits not less than those set forth below and with insurers licensed to do business in relevant jurisdictions. Carrier shall provide certificates of insurance on request.

8. Liability; Indemnification

8.1 Carrier shall be liable for loss or damage to cargo arising from Carrier's negligence, willful misconduct, or failure to exercise ordinary care in the handling or transportation of Shipments, subject to any statutory limitations applicable to common carriers. Carrier will at all times exercise reasonable care to prevent loss, damage, delay or theft of Shipments.

8.2 Indemnification. Carrier shall indemnify, defend and hold Client harmless from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Carrier's performance of Services, including but not limited to claims for personal injury, death, property damage, environmental contamination and cargo loss, except to the extent caused by Client's negligence or willful misconduct.

9. Compliance with Laws; Hazardous Materials

9.1 Carrier shall comply with all applicable laws, rules and regulations governing transportation and safety, including licensing, hours of service, weight restrictions, vehicle maintenance, and hazardous materials handling.

9.2 Hazardous Materials. Client shall not tender hazardous materials without prior written disclosure and agreement. If hazardous materials are tendered, Client shall provide proper shipping descriptions, emergency response information and packaging. Carrier may refuse any Shipment that, in Carrier's reasonable judgment, presents an unreasonable risk.

10. Confidentiality

10.1 Each party shall maintain in confidence any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential, including pricing, business terms and customer lists. Confidential information shall not include information that is or becomes generally available to the public through no fault of the receiving party.

11. Records; Audit

11.1 Each party shall retain records relating to shipments, billing and payment for a period of and shall permit the other party to audit such records upon reasonable prior written notice and during normal business hours.

12. Force Majeure

12.1 Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, acts of government, strikes, labor disputes, civil commotion, natural disasters, fire, flood, severe weather, or other events of force majeure. The affected party shall use commercially reasonable efforts to mitigate the effect of such event.

13. Subcontracting and Assignment

13.1 Carrier may subcontract performance of all or part of the Services provided that Carrier remains responsible for the subcontractor's performance and compliance with this Agreement. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Carrier may assign to an affiliate or in connection with a sale of substantially all of its assets.

14. Notices

14.1 All notices, requests, claims and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by overnight courier to the addresses specified below or to such other address as a party may designate by notice in accordance with this Section.

15. Amendments; Waiver

15.1 This Agreement may not be amended or modified except by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting the waiver. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

16. Governing Law; Dispute Resolution

16.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. Except as otherwise agreed in writing, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes.

17. Entire Agreement; Severability

17.1 This Agreement, together with any executed Service Orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

18. Miscellaneous

18.1 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. Electronic signatures and transmitted copies of executed signature pages shall be binding and enforceable as originals.

Carrier (Print Name):

By:

Date:

Client (Print Name):

By:

Date:

Enter text✕

What a Transport Services Agreement Covers

A Transport Services Agreement is a written contract between a shipper and a carrier that sets out the terms for moving goods, passengers, or equipment. Typical elements include the scope of services, pickup and delivery schedules, rates and payment terms, insurance and liability allocation, claims and loss procedures, and termination rights. The agreement also commonly addresses regulatory compliance (licensing, permits), routing or handling instructions, and requirements for any subcontractors or third-party logistics providers involved in performance.

Why a Clear Agreement Matters for Transport Operations

A well-drafted Transport Services Agreement reduces disputes, allocates risk, and clarifies responsibilities for delivery, damage claims, and payment. Clear terms improve operational predictability and support regulatory compliance, including insurance and carrier licensing obligations.

Why a Clear Agreement Matters for Transport Operations

Who Commonly Prepares and Signs This Agreement

Multiple parties rely on Transport Services Agreements to coordinate movement of goods and related services.

  • Shippers and consignors that need defined transit times, liability limits, and invoicing terms.
  • Carriers and freight brokers that require service instructions, payment schedules, and indemnity protections.
  • Third-party logistics providers and subcontractors who must meet handling, insurance, and security requirements.

Each signer should confirm authority to bind their organization and verify that insurance and licensing details match the agreement.

Primary Roles That Sign the Agreement

Logistics Manager

A logistics manager negotiates service levels, delivery windows, and penalty clauses. They ensure the carrier meets operational requirements and that the contract aligns with procurement and insurance policies.

Carrier Owner

A carrier owner reviews liability caps, cargo insurance, and indemnity language. They confirm vehicle registration, driver qualifications, and any subcontracting permissions before execution.

Core Clauses Found in a Professional Transport Services Agreement

A complete agreement contains specific clauses that assign responsibilities and set measurable performance expectations across the transportation lifecycle.

Scope of Services

Defines types of shipments, routing rules, pickup and delivery obligations, and any special handling instructions such as temperature control or hazardous materials procedures.

Rates and Payment

Specifies fixed or variable rates, invoicing frequency, payment terms, late fees, fuel surcharges, and procedures for disputed charges or audits.

Insurance and Liability

Sets required cargo and liability insurance limits, carrier liability for loss or damage, and any deductible or subrogation rights between parties.

Claims and Loss Procedures

Outlines notification timelines for damage or loss, documentation required for claims, claim resolution steps, and any time limits for recovery.

Indemnity and Limits

Allocates responsibility for third-party claims, limits indemnity exposure, and may include caps of liability or exclusions for consequential damages.

Termination and Force Majeure

Describes termination for convenience or breach, cure periods, and force majeure treatment for events that prevent performance.

Data and Security Considerations for Transport Contracts

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Timestamps, IP, and activity history
Authentication: Multi-factor options and login controls
Compliance: ESIGN, UETA, SOC 2 Type II
HIPAA Support: BAA available for health-related transports
Accessibility: WCAG 2.0 Level AA support

Key Risks and Contractual Penalties to Consider

Late Delivery: Liquidated damages or per-shipment fees
Cargo Damage: Carrier liability subject to declared limits
Misdelivery: Costs for return and re-delivery
Insurance Gaps: Uninsured loss exposure to owner
Regulatory Noncompliance: Fines or permit suspensions
Payment Default: Interest, collection fees, legal costs

Common Mistakes When Preparing This Agreement

  • Failing to specify delivery windows and acceptable delays, which creates disputes over on-time performance and penalties.
  • Leaving insurance limits vague or inconsistent with cargo value, exposing one party to uninsured losses.
  • Not identifying permitted subcontractors or cross-border requirements, which can void carrier obligations.
  • Using blanket indemnity without caps, which may create disproportionate financial exposure for smaller carriers.

How to Prepare and Execute a Transport Services Agreement

Follow a clear sequence from drafting to execution to reduce risk and ensure operational readiness.

  • 01
    Draft Terms: Define scope, delivery, rates, and insurance in plain language.
  • 02
    Negotiate: Confirm accepted liabilities, limits, and service levels.
  • 03
    Finalize Signatures: Obtain authorized signatures and dates from all parties.
  • 04
    Implement: Share executed copies with operations, billing, and insurance teams.

Configuring an Online Signing Workflow

Set up the digital process to match the agreement's signing order and authentication needs.

Field Configuration
Authentication Method Email link with optional SMS code
Signing Order Sequential or parallel signer workflow
Templates Save reusable template with pre-placed fields
Notifications Automated reminders and completion emails

Technical Requirements for eSigning and Delivery

Choose a platform that supports the required authentication, audit trail, and file formats for your Transport Services Agreement.

  • File Formats: PDF and Word DOCX supported
  • Integrations: Connectors for NetSuite, Salesforce, Google Workspace
  • Authentication: Email, SMS, and advanced signer options

Confirm the selected platform can store signed copies securely, provide a tamper-evident audit trail, and meet any industry compliance such as HIPAA when applicable.

Typical eSigning Flow for Transport Agreements

A standard online signing workflow speeds execution while preserving legal evidence of intent and consent.

  • Upload Document: Add the agreement file and review pages for required fields.
  • Place Fields: Insert signature, dates, initials, and conditional fields as needed.
  • Send to Signers: Provide emails or generate a secure signing link.
  • Capture Audit: System records timestamps, IP, and actions for enforceability.

Key Timing and Response Expectations

Clear deadlines avoid operational delays and preserve rights for claims or termination.

Signature Deadline:

Specify when the agreement must be executed to avoid rate or scheduling impacts.

Pickup Window:

Define earliest and latest acceptable pickup times for each shipment.

Delivery SLA:

State expected transit time and acceptable delivery variance.

Claims Notice Period:

Require notice of loss or damage within a defined number of days after delivery.

Insurance Renewal:

Require proof of current insurance before policy expiration dates.

Real-World Use Cases and Customer Experiences

Transport agreements are used across small and large organizations to move goods efficiently while managing liability and compliance.

Optica Ventures LLC — Brian Fitzgibbons

Optica integrated digital agreements to reduce back-and-forth signatures and reduce delays.

  • They emphasized simplicity and customer ease.
  • The team noted the interface was easy for staff and customers, allowing faster contract turnaround without in-person meetings and improved visibility into signed files.

Martin Properties — Tim Martin

Martin Properties needed compliant remote execution for on-site moves and tenant relocations.

  • Mobile signing solved field constraints.
  • They reported processing and executing documents online with full compliance and security, enabling faster closures and fewer scheduling conflicts during moves.

Comparison of eSignature Vendors for Transport Agreements

A concise pricing comparison helps select an eSignature solution that meets security, compliance, and volume needs without implying endorsement.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by promotion Varies by promotion Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently Asked Questions About Transport Services Agreements

Answers to common questions about validity, signatures, notarization, and post-signature steps for transport contracts.


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