FREIGHT DISPATCH AGREEMENT

This Freight Dispatch Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE DISPATCHER],  having registered office at [INSERT ADDRESS OF THE DISPATCHER] (hereinafter referred to as the “Dispatcher” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE CARRIER],  having registered office at [INSERT ADDRESS OF THE CARRIER] (hereinafter referred to as the “Carrier” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Dispatcher” and the “Carrier” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Dispatcher is engaged in the business of arranging and providing transportation services of goods.
2. The Carrier is a licensed and authorized transportation provider with the necessary equipment and personnel for such transportation.
3. The Dispatcher and Carrier mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Goods” shall refer to the tangible property to be transported pursuant to this Agreement.
   2. “Transportation services” shall mean services provided by the dispatcher in arranging for the transportation of goods through authorized carriers.
   3. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Dispatcher) to the other party (Carrier) in connection with this Agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks, trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. SCOPE
   1. This Agreement outlines the understanding between the Dispatcher and the Carrier regarding freight transportation services. The Dispatcher agrees to assist the Carrier by locating and coordinating freight loads for transportation. The Carrier agrees to transport such loads in a timely, safe, and lawful manner.
   2. The Dispatcher shall make reasonable efforts to provide load details, including pickup and delivery information, and required documentation. The Carrier remains responsible for accepting, handling, and delivering the shipments, as well as for complying with applicable laws and industry standards.
   3. The Dispatcher shall provide Transportation services as provided in Exhibit-A for the Goods. The Carrier shall be responsible for delivering the goods. The dispatcher shall use its best efforts to arrange for the Transportation of goods through authorized carriers in accordance with industry best practices.
3. TERM
   1. This Agreement shall commence on the Effective Date and continue for an initial term (the "Initial Term") as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OBLIGATIONS OF PARTIES
   1. Dispatcher shall use its best efforts to arrange for the transportation of Goods in a timely and efficient manner, coordinating with authorized carriers and ensuring compliance with industry standards and regulations.
   2. The Dispatcher shall maintain regular and effective communication with the Carrier, providing updates on dispatched shipments, scheduling changes, and any other relevant information.
   3. The Dispatcher shall provide the Carrier with accurate and complete documentation related to dispatched shipments, including bills of lading, shipping instructions, and any other necessary paperwork.
   4. The Dispatcher shall treat all information provided by the Carrier as confidential and shall not disclose such information to third parties without the Carrier's prior written consent.
   5. The Carrier shall provide transportation services for the Goods in accordance with industry standards, applicable laws, and regulations, and shall exercise reasonable care and diligence in the handling and transportation of the Goods.
   6. Carrier shall cooperate with the Dispatcher in arranging for the transportation of Goods, providing necessary information, and adhering to agreed-upon schedules.
   7. The Carrier shall perform its obligations under this Agreement with professionalism and competence, ensuring the safe and secure transportation of Goods.
5. CONSIDERATION
   1. In lieu for the Transportation Services provided by the Dispatcher, the Carrier shall be entitled to receive Freight Charges as outlined in Exhibit B attached hereto The Freight Charges shall be calculated based on the terms specified in Exhibit B and shall include all applicable fees, costs, and expenses related to the transportation of Goods. Payments under this agreement shall be made in [INSERT FIAT CURRENCY] via [ INSERT MODE OF PAYMENT].
   2. The Dispatcher shall provide the Carrier with accurate and timely invoices for each dispatched shipment, detailing the Freight Charges and any additional charges incurred. Invoices shall be sent to the Carrier within [INSERT NUMBER OF DAYS FOR INVOICES ON ADDITIONAL CHARGES] days from the dispatch of each shipment.
   3. In the event of late payment, the Carrier shall be liable to pay a late fee of [INSERT PERCENTAGE ON LATE PAYMENT] on the outstanding amount until the payment is made in full.
   4. In case of non-payment of fees or any breach in case of payment terms by the Carrier, The Dispatcher may at its own discretion, suspend or terminate the Transportation services until full payment is received.
6. BILLS OF LADING
   1. Each freight must constitute a bill of lading which shall be issued by the broker or shipper.
7. SECURITY AND DAMAGE
   1. The Carrier shall exercise reasonable care and take necessary precautions to ensure the security of the Goods during transportation, including but not limited to proper loading, handling, securing, and unloading of the Goods. The Carrier shall store and protect the Goods from theft, damage, or deterioration while in its possession or control. The Carrier shall not allow unauthorized access to the Goods.
   2. The Carrier shall inspect the Goods upon receipt and note any visible damage, shortage, or discrepancies on the bill of lading or other relevant documentation. The Carrier shall promptly inform the Dispatcher of any issues discovered.
   3. In the event of loss, damage, or theft of the Goods during transportation, the Carrier shall promptly notify the Dispatcher and the appropriate authorities, as required by law. The Carrier shall provide a detailed description of the incident and the extent of the loss or damage. The Carrier shall cooperate with the Dispatcher in investigating any claims of damage, loss, or theft of the Goods. The Parties shall work together to determine the cause and extent of the damage or loss. The Carrier shall be liable for any loss or damage to the Goods that occur while they are in the Carrier's possession or control, except for loss or damage resulting from the act or omission of the Dispatcher, force majeure events, or the inherent nature of the Goods.
8. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
9. TERMINATION
   1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
      1. this Agreement provides a specific date or period for performance of the obligation breached; or
      2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
   2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
   3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
10. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own wilful misconduct, negligence, or material breach of this Agreement.
11. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
12. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE WHOSE LAWS WILL BE APPLICABLE] .
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Dispatcher and Carrier. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
13. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").
    2. The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
14. NON-SOLICITATION CLAUSE
    1. During the term of this Agreement and for a period of [FILL UP THE DURATION FOR WHICH THE NON SOLICIATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
    2. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
    3. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
    4. Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
15. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Dispatcher: [INSERT EMAIL ID OR/AND ADDRESS OF DISPATCHER]
       2. If to the Carrier: [INSERT EMAIL ID OR/AND ADDRESS CARRIER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
16. INDEPENDENT CONTRACTOR
    1. Nothing in this Agreement shall create any employment or agency between the parties or any of them. The parties shall work in the capacity of an independent contractor.
17. LIMITED POWER OF ATTORNEY
    1. The Carrier hereby grants the Dispatcher a limited power of attorney to act on its behalf solely for the purpose of booking loads, executing rate confirmations, and signing shipping documents necessary for the performance of the Services under this Agreement. This authority is limited to operational matters and does not authorize the Dispatcher to bind the Carrier to any financial or legal obligations outside the scope of this Agreement.
18. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
19. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions.
    3. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
20. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Dispatcher

Name: [INSERT NAME OF DISPATCHER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH DISPATCHER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Carrier

Name: [INSERT NAME OF CARRIER/SIGNING AUTHORITY AND DESIGNATION] 

Signature: 

Date: [INSERT THE DATE ON WHICH CARRIER SIGNS THE AGREEMENT]

EXHIBIT -A

(DESCRIPTION OF SERVICES)

[INSERT DESCRIPTION OF SERVICES]

EXHIBIT-B

(DESCRIPTION OF PAYMENT)

[MENTION DESCRIPTION OF PAYMENT]