TRANSPORT AGREEMENT

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

[INSERT THE NAME OF THE COMPANY], a company registered under the laws of [INSERT THE COUNTRY WHOSE LAWS WILL APPLY] having registered office at [INSERT THE ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[NAME OF THE CLIENT], a company registered under the laws of [INSERT THE COUNTRY WHOSE LAWS WILL BE APPLICABLE ] having registered office at [INSERT THE ADDRESS OF THE CLIENT] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

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

WHEREAS

1. The Company is engaged in providing transportation, storage and distribution of goods.
2. The Client is engaged in the business of [INSERT THE DESCRIPTION OF BUSINESS] and requires transport services for its products.
3. The Company and Client 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. “Products” shall refer to the tangible property to be transported and distributed pursuant to this agreement.
   2. Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Company) to the other party (Client) 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.
   3. “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. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT THE TERM OF AGREEMENT IN YEARS OR MONTHS], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT THE NUMBER OF DAYS WITHIN WHICH NOTICE OF TERMINATION HAS TO BE GIVEN] days.
   3. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
3. TRANSPORTATION
   1. The Company shall provide Transportation services, including but not limited to transportation, storage, and distribution of the Client's products [INSERT LIST OF CLIENTS PRODUCT TO BE TRANSPORTED]
   2. The Company shall perform the transportation services in accordance with industry standards and regulations, and the Company shall exercise reasonable care and diligence in the provision of these services.
   3. The Company shall provide regular updates and reports to the Client regarding the status of the Transport services, including delivery schedules, inventory levels, and any potential issues or delays
4. CONSIDERATION
   1. In consideration for the transportation provided by the Company, the Client agrees to pay a total sum of [INSERT THE TOTAL AMOUNT TO BE PAID FOR EACH SERVICE INCLUDING ALL APPLICABLE FEES, COSTS AND EXPENSES RELATED TO LOGISTICS SERVICES] for each service including all applicable fees, costs, and expenses related to Logistics services. Payments under this agreement shall be made in [INSERT THE CURRENCY IN WHICH PAYMENT SHALL BE MADE] via [INSERT THE MODE OF PAYMENT].
   2. The Company shall provide the Client with accurate and timely invoices for each service, detailing any additional charges incurred. Invoices shall be sent to the Client within [INSERT THE DAYS WITHIN WHICH INVOICE OF SERVICE SHALL BE SENT TO CLIENT FROM THE COMPLETION OF EACH SERVICE] days from the completion of each service.
   3. In the event of late payment, the Client shall be liable to pay a late fee of [INSERT PERCENTAGE ON OUTSTANDING AMOUNT TO BE PAID AS LATE FEES] 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 Client, Company may at its own discretion, suspend or terminate the Transportation services until full payment is received.
5. SECURITY AND DAMAGE
   1. Protection of Goods: The Company shall exercise reasonable care and take necessary precautions to ensure the security of the products during transportation, storage including but not limited to proper loading, handling, securing, and unloading of the products. The Company shall store and protect the products from theft, damage, or deterioration while in its possession or control.
   2. Damage or loss: In the event of loss, damage, or theft of the Products during transportation, the Company shall promptly notify the Client and the appropriate authorities, as required by law. The Company shall provide a detailed description of the incident and the extent of the loss or damage. The Company shall cooperate with the Client in investigating any claims of damage, loss, or theft of the Products. The Parties shall work together to determine the cause and extent of the damage or loss. The Company shall be liable for any loss or damage to the Products that occur while they are in the company’s possession or control, except for loss or damage resulting from the act or omission of the company, force majeure events, or the inherent nature of the Products.
6. OBLIGATIONS OF PARTIES
   1. Company shall use its best efforts to provide Transportation services of Products in a timely and efficient manner, coordinating with authorized Clients and ensuring compliance with industry standards and regulations.
   2. The Company shall maintain regular and effective communication with the Client, providing updates on dispatched shipments, scheduling changes, and any other relevant information.
   3. The Company shall provide the Client with accurate and complete documentation related to each service such as dispatched shipments, including bills of lading, shipping instructions, and any other necessary paperwork.
   4. The Company shall treat all information provided by the Client as confidential and shall not disclose such information to third parties without the Client's prior written consent.
   5. The Company shall provide services for the products 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. The Company shall perform its obligations under this Agreement with professionalism and competence, ensuring the safe and secure transportation of Goods.
7. INDEMNIFICATION
   1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
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 agrees 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. FORCE MAJEURE
   1. No failure or omission by the Company or the Client in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Company or the Client, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
10. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY 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 Company and Client. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE NAME OF PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE THE NEGOTIATIONS ARE UNSUCCESSFUL] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
11. 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 seven (7) 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 seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT THE EMAIL ID OR/AND ADDRESS]
       2. If to the Client: [INSERT THE EMAIL ID OR/AND ADDRESS]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
12. 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. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS WILL BE APPLICABLE] then in force.
13. MISCELLANOUS
    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 english.
    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.
14. 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 Company

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF COMPANY]

Signature:

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

Signed, sealed and delivered on behalf of Client

Name: [INSERT THE NAME/ DESIGNATION OF SIGNING AUTHORITY OF CLIENT]

Signature: 

Date: [INSERT THE DATE ON CLIENT SIGNS THE AGREEMENT]