Transportation Services Contract

TRANSPORTATION SERVICES CONTRACT

This Transportation Services Contract ("Contract") is made and entered into as of by and between Carrier Name: , a formed under the laws of , with principal place of business at (hereinafter "Carrier"), and Shipper Name: , with principal place of business at (hereinafter "Shipper"). Carrier and Shipper are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Carrier is duly authorized and engaged in the business of transporting goods by motor vehicle and has the requisite licenses, permits and insurance to provide over-the-road transportation services; and

WHEREAS, Shipper requires transportation and related services for certain goods and desires to engage Carrier to perform such services under the terms and conditions set forth in this Contract; and

WHEREAS, the Parties intend by this Contract to set forth their respective rights and obligations with respect to the transportation of shipments described herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Carrier shall provide transportation, loading and unloading (if agreed) of the shipments described in each Shipment Order issued under this Contract. Shipment details shall be set forth in a Shipment Order including: Pickup Location, Delivery Location, Commodity Description, Weight or Volume, Equipment Type, and Requested Pickup Date.

2. TERM

This Contract commences on the Effective Date set forth above and shall continue in effect for a period of unless earlier terminated in accordance with Section 12. Individual Shipment Orders shall specify required dates and, unless otherwise stated, shall be governed by the terms of this Contract.

3. RATES, BILLING AND PAYMENT

3.1 Rates. Shipper shall pay Carrier the rates set forth in each Shipment Order. Unless otherwise agreed in writing, rates are payable in U.S. dollars and are exclusive of taxes, tolls, detention, storage and accessorial charges which shall be billed separately as applicable.

4. CARRIER PERFORMANCE, EQUIPMENT AND COMPLIANCE

4.1 Carrier shall perform services in a professional and workmanlike manner consistent with industry standards and shall ensure that drivers operate safely and in compliance with applicable laws and regulations. Carrier shall supply equipment that is suitable for the cargo and maintained in good operating condition.

4.2 Carrier shall comply with all federal, state and local laws, rules and regulations applicable to the transportation of the Goods, including licensing, hours-of-service and hazardous materials regulations when applicable.

5. INSURANCE

Carrier shall, at its sole cost and expense, maintain and provide proof of the following insurance coverages with insurers of recognized standing: (a) commercial automobile liability insurance with limits not less than per occurrence; (b) cargo liability insurance with limits not less than per shipment; and (c) workers' compensation as required by law. Carrier shall provide certificates of insurance upon request and shall name Shipper as additional insured with respect to automobile liability when requested in writing for a specific Shipment Order.

6. INDEMNIFICATION

Carrier shall indemnify, defend and hold harmless Shipper, its officers, directors and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Carrier's negligence, willful misconduct or breach of this Contract, including loss or damage to cargo except to the extent caused by the negligence or willful misconduct of Shipper.

7. LIMITATION OF LIABILITY

Except for liability arising from Carrier's gross negligence or willful misconduct, Carrier's liability for loss of or damage to goods shall be limited to the lesser of: (a) the declared value agreed in the applicable Shipment Order; or (b) the actual invoice value of the lost or damaged goods. Neither Party shall be liable to the other for incidental, consequential, special or punitive damages.

8. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, strikes, embargoes, governmental orders, terrorism, civil commotion, flood or fire, provided that the affected Party provides prompt notice and uses commercially reasonable efforts to resume performance.

9. TERMINATION

Either Party may terminate this Contract for cause upon material breach by the other Party that remains uncured for days after written notice. Either Party may terminate for convenience upon days' prior written notice. Termination shall not relieve either Party of obligations accrued prior to termination.

10. CONFIDENTIAL INFORMATION

Each Party shall maintain as confidential all non-public business information disclosed by the other Party in connection with this Contract and shall not disclose such information to third parties except as required by law or with the other Party's prior written consent. Confidential information shall not include information that is or becomes generally available to the public other than by breach of this Contract.

11. ASSIGNMENT AND SUBCONTRACTING

Carrier shall not assign this Contract or subcontract the performance of all or substantially all of its obligations without Shipper's prior written consent, which shall not be unreasonably withheld. Carrier shall remain responsible for the acts and omissions of any permitted subcontractor.

12. RECORDS, AUDIT AND INSPECTION

Carrier shall retain true and accurate records relating to each Shipment Order and shall permit Shipper, or its authorized representatives, to audit such records upon reasonable notice during normal business hours for a period of three (3) years after the date of the related shipment.

13. NOTICES

All notices required or permitted under this Contract shall be in writing and shall be delivered by personal delivery, certified mail (return receipt requested), or overnight courier to the addresses set forth below or to such other address as either Party may designate by written notice to the other.

14. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Contract through negotiation between executive representatives. If the dispute is not resolved within thirty (30) days, the Parties agree to submit the dispute to non-binding mediation. If mediation fails, the Parties may pursue any available legal or equitable remedies in a court of competent jurisdiction in the state specified in Section 17 below.

15. AMENDMENT AND WAIVER

This Contract may be amended only by a writing 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 unless such waiver is in writing and signed by the waiving Party.

16. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

17. ENTIRE AGREEMENT; SEVERABILITY

This Contract, together with any Shipment Orders and addenda executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, proposals and communications, whether oral or written. If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. MISCELLANEOUS

The headings in this Contract are for convenience only and shall not affect interpretation. If any provision requires interpretation, such interpretation shall be made without presuming either Party drafted this Contract.

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