Warehousing and Logistics Agreement

Storage and Indemnity Agreement -- Field Warehouse

Storage and Indemnity Agreement made the day of , 20, between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein Warehouseman, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as the Depositor.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree that Warehouseman shall install and operate all field warehouses used in the conduct of the Depositor's business, upon the terms and conditions contained in this Agreement.

I. Promise to Lease. The Depositor agrees to lease or cause to be leased to Warehouseman, pursuant to the form of Lease of Warehouseman, satisfactory and sufficient warehousing space for merchandise and commodities to be stored in a field warehouse or warehouses, such warehousing space to be so located as to provide for the proper custody and safety of the merchandise and commodities warehoused.

II. Charges. Fees, and Costs. Depositor agrees to pay to Warehouseman for such field warehouse storage and for services rendered in connection with the merchandise and commodities as set forth below:

A. Warehouse storage charges per calendar month, or fraction of a month as follows: $ per month.

B. The warehouse storage charges set forth above are subject to an annual minimum payment of $ upon installation of warehouse service and annually on the same day of each succeeding year during the term of this Agreement. Warehouse storage charges in excess of the annual minimum payment shall be due and payable upon submission of invoice to the Depositor. For the storage of merchandise and commodities in addition to those above enumerated Warehouseman will promptly quote applicable rates.

C. A supervision fee for each location of $ per year, or fraction of a year, payable upon installation of warehouse service and annually afterward, which fee includes warehousing services, periodical warehouse inspections and premium on fidelity bonds for not more than employees (the additional employees), $ each, per year or fraction of a year.

D. The gross amount earned by employees required in the operation of the warehouse or warehouses and the storing and handling of merchandise and commodities in the same, plus % of the gross amount earned by such employees to cover payroll handling, together with a fee to cover workmen's compensation, disability, unemployment and liability insurance, and all other employer's taxes, assessments, contributions and other charges payable to any governmental authority in connection with the employment of such employees, which fee shall be invoiced by Warehouseman as a percentage of the gross amount earned. Depositor's check payable to Warehouseman pursuant to this Subsection D shall accompany each time sheet submitted to Warehouseman by each such employee.

E. Upon submission of invoice, all cost incurred by Warehouseman for license fees, permits, taxes, and other charges levied, imposed or required by federal, state, county or municipal governments or any other governmental agency in connection with the installation and operation of the field warehouse or warehouses, together with any recording fees and required special examinations.

E. A nonrecurring installation fee of $ per person, per day, each location, payable in advance.

F. Upon submission of invoice, attorney's fees and all other expenses and payments incurred by Warehouseman which are not otherwise mentioned above and which are deemed necessary and proper and are actually incurred by Warehouseman under this Agreement in conducting the field warehouse or warehouses, or for maintaining possession of warehoused goods for the benefit of holders of warehouse receipts or the Depositor, or for or in connection with any incidental litigation.

III. Fungible Goods. All commodities of like description, or of like kind and size, stored pursuant to this Agreement may each be warehoused as one general lot of fungible goods.

IV. Free Storage. Warehouseman shall be under no obligation to accept for storage any merchandise or commodities for which warehouse receipts are not to be issued. If Warehouseman shall accept the same and make no charge for the storage, such storage shall be as a convenience to Depositor and solely at Depositor's risk and Depositor agrees to indemnify and hold harmless Warehouseman against all damage, risk, claim and expense which Warehouseman may incur or be subject to by reason of permitting such free storage, including claims made against the goods by third parties. Depositor agrees that it will not present for storage any such goods unless the same are owned by Depositor free and clear of every lien, burden or charge, legal or equitable.

V. Suspension of Storage Charges. If no warehouse receipts are outstanding at the beginning of or issued during the second or any subsequent contract year and no field warehouse storage is required during such year, the obligation of the Depositor to pay the minimum storage charge and supervision fee provided for in Subsections A and B, shall be suspended for such contract year, and subsequently the term of this Agreement shall be extended one year for each year of such suspension. Contract year as used in this Agreement shall mean the 12 successive months immediately following the date of this Agreement, and each successive 12-month period.

VI. Term. This Agreement shall continue in full force and effect for years from the date of this Agreement; and subsequently for successive -year terms unless either party gives to the other written notice of intention to terminate served on or mailed to the other party not less than days prior to the expiration of the then current -year term; provided that no such notice of intention to terminate given by the Depositor shall become effective unless all warehouse receipts, or other evidence of the storage of merchandise and commodities, issued by Warehouseman shall have been surrendered to Warehouseman and canceled, a receipt executed and delivered to Warehouseman covering all merchandise and commodities delivered to Depositor, and all charges of Warehouseman paid prior to the expiration of the term; and provided further that Warehouseman shall have the right to cancel this Agreement at any time upon giving not less than days written notice of cancellation served on or mailed to the Depositor if the Depositor is in arrears in payment of charges, or is interfering with the operation of any warehouse operated pursuant to this Agreement.

VII. Insurance. Each insurance policy carried by Depositor affecting the commodities stored under this Agreement shall include the Warehouseman's name as an additional insured, as Warehouseman's interest may appear.

VIII. Warehouseman’s Lien. Warehouseman shall have a continuing lien on all commodities deposited, as security for all expenses and charges earned or incurred by Warehouseman under this Agreement.

IX. Financial Statement. Prior to the installation of warehouse service, and subsequently at least once during each contract year during the term of this Agreement, Depositor agrees to furnish to Warehouseman a copy of Depositor's current financial statement accurately and completely reflecting Depositor's financial position.

X. Facilities. Warehouseman agrees to serve the Depositor on the terms and conditions set forth above and to extend to Depositor its facilities and experience as field warehouseman.

XI. Indemnity Agreement. Depositor agrees to execute the Indemnity Agreement set forth below simultaneously with the execution of this Agreement.

XII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

XIII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XIV. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XV. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

XVI. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

XVII. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XVIII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XIX. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XX. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

XXI. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

XXII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.

Indemnity Agreement

In order to induce , referred to herein Warehouseman, to execute and in consideration of the execution by Warehouseman of the above Field Warehouse Storage Agreement with , referred to herein as the Depositor, and in further consideration of the execution of the lease or leases of storage space referred to in such Agreement and such other undertakings, including warehouse receipts, as Warehouseman may issue, the undersigned unconditionally agrees to indemnify and hold harmless Warehouseman against any and all loss, damage, claim, liability or expense resulting directly or indirectly from any act, or acts, omission or omissions of the Depositor, or any of the Depositor's officers, agents or employees or of the undersigned, individually or collectively. The undersigned agree that it is in the best interests and financial advantage of the undersigned that the Storage Agreement be executed by Warehouseman and be put into effect and operation.

WITNESS our signature as of the day and date first above stated.