Transportation Rail Document

TRANSPORTATION RAIL SERVICES AGREEMENT

This Transportation Rail Services Agreement (the Agreement) is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Carrier is duly authorized and equipped to provide interstate and intrastate rail transportation and related services for freight, including provision of railcars, equipment, and line-haul services; and

WHEREAS, Shipper desires to engage Carrier to transport specified commodities, described generally as by rail between Origin: and Destination: .

WHEREAS, the parties intend to set forth their respective obligations, rates, insurance, liability, and operational procedures in this Agreement.

Scope of Work

Carrier shall provide rail transportation services, switch and local moves, provision of railcars (as specified), loading/unloading coordination as agreed, and associated operational services necessary for the movement of Shipper’s freight described above. Carrier shall perform services in accordance with industry operating practices, applicable tariffs, and this Agreement.

Payment Terms

In consideration for Carrier’s services, Shipper shall pay Carrier the amounts set forth below. All payments shall be made in United States dollars and are non-refundable except as expressly provided in this Agreement.

Payment is due within days of invoice receipt. Late payments shall incur interest at a rate of percent per annum on the unpaid balance, computed daily from the due date until paid. Additionally, a flat late charge of may be assessed for administrative costs.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue through End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon delivering written notice at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice of such breach.

Confidentiality

Each party acknowledges that during the performance of services under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, operational, financial, and pricing information disclosed in any form. Each party shall: (a) use Confidential Information solely for purposes of performing obligations under this Agreement; (b) restrict disclosure to employees, agents, or contractors on a need-to-know basis who are bound to obligations no less protective than those contained herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is (i) publicly available without breach of this Agreement, (ii) already known to the receiving party without obligation of confidentiality, (iii) independently developed by the receiving party, or (iv) rightfully obtained from a third party without restriction.

Insurance; Liability; Indemnity

Carrier shall maintain at its expense liability and cargo insurance customary for the rail industry and sufficient to cover claims arising out of Carrier’s operations under this Agreement. Minimum insurance limits:

Except as otherwise provided by applicable statute, Carrier’s liability for loss of or damage to Shipper’s goods transported hereunder shall be limited to direct actual damages not to exceed per incident, unless higher limits are agreed in writing. Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its negligence, willful misconduct, or breach of this Agreement, subject to the limitations of liability set forth herein.

Performance; Delivery; Inspection

Carrier will use commercially reasonable efforts to meet agreed pickup and delivery windows. Delivery shall occur at the agreed Destination point, and Shipper or its agent shall have days after delivery to inspect and report visible loss or damage. Notwithstanding anything to the contrary, Carrier shall not be liable for delays or failure of performance caused by delays in loading/unloading, railway congestion, force majeure, or other operational constraints beyond Carrier’s reasonable control.

Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from acts beyond its reasonable control, including but not limited to natural disaster, fire, flood, acts of God, labor disputes, governmental action, civil commotion, or interruption of rail infrastructure. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the effect of the event.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the parties at the addresses set forth below or as otherwise designated in writing. Notices shall be effective upon receipt.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. This Agreement, together with any attached schedules and appendices executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous Provisions

Assignment is prohibited without the prior written consent of the other party, except that Carrier may assign this Agreement to an affiliate or successor in interest in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or other obligations and that equitable relief may be sought in addition to other remedies.

Execution

The parties have caused this Agreement to be executed by their respective duly authorized representatives as of the Effective Date first written above.

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