Transportation Land Haul Agreement

TRANSPORTATION LAND HAUL AGREEMENT

This Transportation Land Haul Agreement (the Agreement) is entered into as of by and between:

Shipper Name:    Carrier Name:

Shipper Address:

Carrier Address:

RECITALS

WHEREAS, Shipper requires transportation and land haul services for goods described herein and desires to engage Carrier to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Carrier represents that it is duly licensed, insured, and qualified to perform land haul and transportation services and will perform those services as an independent contractor in compliance with applicable laws and industry standards; and

WHEREAS, the parties desire to set forth their mutual rights, responsibilities and remuneration with respect to the transportation to be provided by Carrier to Shipper.

1. SCOPE OF WORK

Carrier shall provide ground transportation, pickup, haul and delivery services for cargo described and manifested by Shipper. Specific services, frequency and special instructions shall be described below.

2. SERVICES, EQUIPMENT AND PERFORMANCE

Carrier shall furnish all labor, equipment, fuel and supervision necessary to perform the services described in Section 1. Carrier shall at all times operate in a safe and workmanlike manner in accordance with industry standards, applicable federal, state and local laws, and reasonable directions from Shipper concerning handling and delivery of cargo.

Loading and unloading responsibilities shall be allocated as follows:

3. RATES AND PAYMENT TERMS

Shipper shall pay Carrier the amounts set forth below for services rendered.

Invoices shall be submitted by Carrier to Shipper within days of delivery. Payment for undisputed invoices is due within days of receipt.

Late payments shall incur interest at % per month (or the maximum rate permitted by law), assessed from the original due date until paid in full. A grace period of days applies before late charges are assessed.

4. TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within days after written notice of breach.

5. INSURANCE, INDEMNITY AND LIABILITY

Carrier shall maintain and keep in force at its expense insurance covering commercial auto liability, cargo liability and workers' compensation in amounts customary and sufficient for the services provided, with minimum cargo liability of USD.

Carrier shall indemnify, defend and hold harmless Shipper, its agents and customers from and against any claims, losses, liabilities, damages and expenses arising out of Carrier's negligent acts or omissions, breach of this Agreement, or failure to comply with applicable laws, except to the extent caused by Shipper's negligence or willful misconduct.

The parties agree that Carrier's liability for loss or damage to cargo shall be limited to actual proven loss up to the cargo insurance limits stated above, except where higher liability is mandated by applicable law.

6. CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive confidential information of the other party. Confidential Information shall be held in strict confidence and shall not be disclosed to any third party except as required by law or with the prior written consent of the disclosing party. Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement or that was rightfully in the receiving party's possession prior to disclosure.

7. COMPLIANCE WITH LAW

Each party will comply with all applicable federal, state and local laws, rules and regulations, including but not limited to licensing, permitting, safety and environmental requirements. Carrier shall maintain all permits and licenses necessary to perform the transportation services and shall provide proof of such permits upon reasonable request.

8. NOTICES

Notices shall be in writing and deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight courier, to the addresses set forth above or such other address as a party designates by notice.

9. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the parties cannot resolve a dispute within thirty (30) days of written notice, they may pursue any remedy available at law or in equity in the courts of the selected jurisdiction.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations and agreements. Any amendment or modification to this Agreement must be 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. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets.

Carrier acknowledges and agrees that it performs services hereunder as an independent contractor and not as an employee of Shipper. Carrier is responsible for all employment taxes, benefits and statutory obligations for its personnel.

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