Transport Contract

TRANSPORT CONTRACT

This Transport Contract (the “Contract”) is effective [DATE],

BETWEEN: [CLIENT NAME] (the “Client”), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [TRANSPORT COMPANY NAME] (the “Transport Company”), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at:

[YOUR COMPLETE ADDRESS]

Collectively, the Client and the Transport Company shall be referred to as the “Parties.”

WHEREAS, the Client has a requirement for the transportation of the Consignment [SPECIFY CONSIGNMENT];

WHEREAS, the Transport Company has interest in performing such services for the Client;

WHEREAS, the Parties wish to set forth the terms and conditions upon which such services will be provided to the Client by the Transport Company;

NOW, THEREFORE, the Parties agree as follows:

APPOINTMENT

The

Client

hereby

appoints the Transport Company

for the transportation services for the Consignment [SPECIFY CONSIGNMENT]

from [

SPECIFY

ADDRESS] to [

SPECIFY

ADDRESS]

FEES

The Transport Company shall raise an invoice for the Client for the services performed by it.

The invoices shall be paid [

NUMBER

OF DAYS]

days

after the receipt of the invoice.

Any dispute

about

the invoice shall be communicated to the other

arty and the dispute shall be resolved as per the terms of this Contract.

TERM

The

ontract

shall begin as of the date of this

Contract

and shall be in effect until terminated by mutual consent

expressed in writing signed by both

arties.

REPRESENTATIONS AND WARRANTIES BY THE TRANSPORT COMPANY

The

onsignment will be picked up by the

Transport Company

from the place instructed by the

Client

on [DATE]

The Transport Company will p

rovide roadworthy vehicles in very good condition and well maintained for transportation of

the

Consignment

The

Client

has the right to reject any vehicle it considers unsuitable for loading for the journey involved.

The

Transport Company

is being engaged to perform services and shall not delegate or subcontract any portion of the services to be performed hereunder

The goods consigned will be properly taken care of against all weather and fire hazards and will be adequately protected from thefts, robbery

etc.

and the

Transport Company

shall take out insurance cover for the entire

onsignment.

In the event of any damage caused to

the C

onsignment in transit, the

Transport Company

shall adequately compensate the

Client

for the loss on the basis of the claim put up by the

Client

as per its record of dispatch

which would not be disputed by the

Transport Company

and accepted as correct.

The

Client

reserves the right to deduct or hold payment of

the

Transport Company

’s

invoice

against any losses sustained by it on account of acts of omission or commission by the

Transport Company

its

employees, agents

etc.

The Transport Company shall perform the services in good faith and in accordance with the terms of this Contract.

INDEPENDENT CONTRACTOR RELATIONSHIP

No Employment Relationship.

The

Client

and

the

Transport Company

each expressly agree and understand that they are creating an independent contractor relationship, and that

the

Transport Company

shall not be considered an employee of the

Client

for any purpose.

The

Transport Company

is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the

Client

to its employees.

The

Transport Company

is exclusively responsible for all

taxes and

any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the services hereunder.

xclusivity of Services Other Than to Competitors.

This

Contract

shall not

restrict

the

Transport Company

from performing services for other clients or businesses

provided, however, that during the Term of this

Contract

, the

Transport Company

shall not apply, bid, or contract for

or undertake any employment, independent contractor work or consulting work with any competitor of

the Client

. The determination of which businesses constitute “competitors” of

the

Client

shall be solely within the exclusive discretion of the

Client

Performance of Services for Competitors.

The

Transport Company

will notify the

Client

immediately if, during the Term,

engages, or proposes to engage, in the performance of services for any competitor of

the

Client

, or any vendor to or customer of the

Client

. If

the

Transport Company

performs services, whether as an employee or an independent contractor, for a competitor of

the

Client

during the Term of this

Contract

the

Client

may terminate this

Contract

immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest, during the Term,

the

Transport Company

must fully disclose in advance to

the

Client

the terms of any proposed or actual services for a vendor or customer of

the

Client

, and

the

Client

shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively

to terminate this

Contract

immediately and without further obligation to

the

Transport Company

INSURANCE

The

Transport Company

shall have obtained as of the Effective Date and shall maintain throughout the

erm of this

Contract

, insurance according to

the

Client

’s vendor insurance requirements.

The

Transport Company

shall deliver to

the

Client

, as of the Effective Date and whenever thereafter reasonably requested by

the

Client

, certificates of insurance from each applicable insurer reflecting the effectiveness of the insurance coverages required in Section 6.1 herein, providing for at least thirty (30) days

’

advance written notice to

the

Client

of the insurer’s intention to cancel or materially change any of the insurance policies.

In lieu of providing the insurance coverages described above and with the express approval of

the

Client

’s Risk Management Department,

the

Transport Company

may furnish evidence of its authorization to self-insure.

TERMINATION

Each

arty shall have the right to terminate

with or without breach of the terms stipulated in this

ontract thereof. In the event of termination as a result of breach, the innocent

arty shall have the right to terminate the

ontract by giving the

arty in breach

[

NUMBER

OF WEEKS]

weeks’ notice in writing. In the event of termination for any reason other than breach, either

arty shall give

[

NUMBER

OF WEEKS]

weeks’ written notice of termination to the other

arty

provided

however, that termination of this

Contract

shall not affect or impede the performance of either

arty’s outstanding obligations during or prior to the notice period.

The following matters shall constitute a breach, whatever the excuse and whether they shall be voluntary or involuntary:

Any default in payment of the

ontract sum when the same falls due;

Any default in the observance or performance of any material obligation of the Transport Company and its employees under this Contract;

Any falsehood, misrepresentation, acts of terrorism, drug/human trafficking, corrupt and/or fraudulent practice discovered, or any failure of any of the warranties given by the Transport Company under this Contract;

The commencement of any insolvency, winding up, receivership, liquidation, or dissolution proceedings against the Transport Company or any of its affiliates, or against any of its assets or the deregistration of the Client;

The Transport Company becoming

the

subject of any merger or consolidation pursuant to which the Transport Company shall not be the surviving entity or shall dispose of all or substantially all of its assets in one or more transactions;

Any other unforeseen occurrence that can reasonably be considered analogous to or similar in nature and effect to the above events of default

SOLICITATION

The

Transport Company

agrees to refrain from any solicitation or recruitment (directly

or indirectly) of any of

the

Client

’s employees during the

erm of this

Contract

and for a period after the expiration or termination of this

Contract

equal in duration to the duration of this

Contract

. General solicitatio

n, not directed at

the

Client

’s employees, will not constitute a violation of this

ection.

LANGAUGE OF THE CONTRACT

The language of the

Contract

shall be

the

English Language, which shall be

the

binding and controlling language for all matters relating to the meaning or interpretation of the

Contract

CONFIDENTIAL INFORMATION AND NON-DISCLOSURE

Confidential Information Defined. As used herein, the term “Confidential Information” shall mean and include, without limitation, any and all trade secrets, secret processes, marketing data, marketing plans, marketing strategies, customer names and addresses, prospective custome

r lists, data concerning

the

Client

’s products and methods, computer software, files and documents, and any other information of a similar nature disclosed to

the

Transport Company

or otherwise made known to

as a consequence of or through

its

relationship with the

Client

Confidential Information Belongs to

the

Client

. All notes, data reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to

the

Client

, and

the

Transport Company

agrees to return the originals and all copies of such materials in

its

possession, custody or control to the

Client

upon request or upon termination or expiration of the Term of this

Contract

Confidentiality Obligation.

The

Transport Company

agrees during the Term of this

Contract

and thereafter to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer any of the Confidential Information to any other person or entity, or utilize any of the Confidential Information for any purpose, except in the course of services performed under this

Contract

Injunctive Relief in Event of Breach. Because of the unique nature of the Confidential Information, the undersigned understands and agrees that

the

Client

will suffer irreparable harm in the event that

the

Transport Company

fails to comply with any of

its

obligations under this

ection

, and that monetary damages will be inadequate to compensate

the

Client

for such breach. Accordingly

, the

Transport Company

agrees that

the

Client

will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this

ection.

SEVERABILITY

If any term, covenant, condition or provision of this

Contract

is held by a court of competent jurisdiction to be invalid, void or u

nenforceable, it is the

Parties

’

intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable

and the remainder of the provisions of this

Contract

shall in no way be affected, impaired or invalidated as a result.

REPRESENTATION AND WARRANTIES

The

Transport Company

hereby represents and warrants that, as of the date hereof and continuing throughout the

erm of this

Contract

is not and will not be in any way restricted or prohibited, contractually or otherwise, from entering into this

Contract

or performing the services contemplated hereunder.

MODIFICATIONS

Except where provision for modification is made elsewhere in this

Contract

all articles of this

Contract

may be modified

through amendments to the

Contrac

NOTICES

Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post,

postage prepaid, to the

Parties

at the addresses contained in this

Contract

or as the

Parties

may later designate in writing at the

address provided by the

Parties

FORCE MAJEURE

For purposes of this

ection, "force majeure" means an event beyond the control of either

Party

, which by its nature could not have been foreseen by such

arty

, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.

either

arty

shall be under any liability for failure to fulfill any obligation under this

Contract

, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure

provided that such

arty

shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.

TERMINATION

The

Termination. The present

Contract

shall be automatically terminated at the expiration of the period

the present

Contract

unless the

Contract

is renewed at the end of the mentioned

erm.

However, both the

Parties

shall have the right to terminate the present

Contract

by providing each other with a prior written notice of 30 days.

GOVERNING LAW AND JURISDICTION

This

Contract

shall be construed and enforced in accordance with the laws of

[STATE/PROVINCE].

The

Parties

submit to the jurisdiction of the courts of

[STATE/PROVINCE]

for the enforcement of this

Contract

or any arbitration award or decision arising from this

Contract

MEDIATION AND ARBITRATION

In the event a dispute arises out of or in connection w

ith this

Contract

, the

Parties

shall attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a period of [

NUMBER OF

DAYS] days

then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of

[STATE/PROVINCE]

The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within

[STATE/PROVINCE].

INDEMNIFICATION

The

Transport Company

shall defend, indemnify, and save

the

Client

, its affiliated entities, and the directors, officers, employees and agents of

the

Client

harmless from and against any and all losses, costs, expenses, claims, demands, liabilities, suits or actions (including all reasonable expenses and attorneys

’

fees) arising out of injuries to or the death of any person or persons, including the employees of each

arty hereto, or arising out of loss of or damage to the property of any person or persons, including the property of

the

Client

(excluding loss and damage to cargo

which is covered elsewhere in this

Contract

) to the extent caused by or resulting from the negligence of

the

Transport Company

or any of its agents, subcontractors, employees or

arties under its control and arising out of or related to

the

Transport Company

’s performance under this

Contract

The

Transport Company

assumes no liability under this paragraph for any occurrence that is the result of the sole negligent acts or omissions of

the

Client

ENTIRE AGREEMENT

This

Contract

contains the entir

Contract

between the

Parties

. All negotiations and understandings have been included in this

Contract

. Statements or representations which m

ay have been made by any

arty

to this

Contract

in the negotiation stages of this

Contract

may in some way be inconsistent with this final written

Contract

. All such statements are declared to be of no value in this

Contract

. Only the written terms of this

Contract

shall bind the

Parties

IN WITNESS WHEREOF, the Parties have executed this Contract on [DATE].

CLIENT TRANSPORT COMPANY

Authorized Signature Authorized Signature

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