Transportation Service Agreement

TRANSPORTATION SERVICE AGREEMENT

This Transportation Service Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , located at (hereafter "Client"), and Carrier Name: , located at (hereafter "Carrier").

RECITALS

WHEREAS, Client requires transportation services for the movement of goods as described in this Agreement and desires to retain Carrier to provide such services on the terms and conditions set forth herein;

WHEREAS, Carrier represents that it possesses the necessary authority, equipment, insurance and expertise to perform the transportation services described below in a safe, lawful and timely manner;

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the provision of transportation services pursuant to this Agreement.

SCOPE OF WORK

Carrier shall provide all labor, equipment, fuel, permits, and personnel necessary to perform the services described in the Description of Services field above. Carrier shall comply with all applicable federal, state and local laws and regulations governing transportation of the cargo. Client shall designate pickup locations and delivery locations in writing at least days in advance unless otherwise agreed.

PAYMENT TERMS

Invoices shall be submitted by Carrier to Client at the contact information provided and are due and payable within days of receipt unless otherwise agreed in writing. Payment shall be made by the method set forth below:

Any undisputed amount not paid when due shall accrue interest at a rate of % per month (or the maximum lawful rate, if lower), plus all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall terminate on End Date: , unless earlier terminated in accordance with this Agreement.

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 of this Agreement that remains uncured for a period of ten (10) days following written notice specifying the breach, or immediately for insolvency, bankruptcy filing, or cessation of business operations.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, operational or financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential. The Receiving Party shall: (a) maintain the confidentiality of such information with at least the same care it uses to protect its own confidential information, (b) not disclose Confidential Information to any third party except to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein, and (c) use Confidential Information solely for the performance of this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, provided that trade secrets shall be protected for so long as they remain trade secrets.

INSURANCE AND LIABILITY

Carrier shall maintain, at its expense, commercial general liability, automobile liability, cargo insurance and workers' compensation insurance with limits customary in the transportation industry and as required by applicable law. Carrier shall provide certificates of insurance evidencing such coverage upon request. Carrier shall be liable for loss of or damage to cargo caused by Carrier's negligence, subject to limits agreed in writing or otherwise established by applicable statute. Except for indemnification obligations and willful misconduct, neither party shall be liable to the other for incidental, consequential, special or punitive damages.

INDEMNIFICATION

Carrier shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Carrier's performance, including but not limited to cargo loss or damage, personal injury, environmental contamination caused by Carrier, and failure to maintain required insurance or permits. Client shall indemnify Carrier for claims arising from Client's packaging, improper description of goods, or instructions that violate law.

COMPLIANCE; INDEPENDENT CONTRACTOR

Carrier acknowledges it is an independent contractor and not an employee or agent of Client. Carrier shall comply with all applicable safety regulations, licensing, permits, and laws governing the transportation of goods. Carrier shall be solely responsible for the conduct of its personnel and subcontractors.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Venue for any action arising out of this Agreement shall be in the state or federal courts located within that State unless otherwise agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written exhibits or attachments executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment or modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. The parties agree to execute such further documents and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

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