Common use of AGREEMENT AUTHORITY Clause in Contracts

AGREEMENT AUTHORITY. The authority of the Parties shall be as follows: 5.1 The Parties shall establish, operate, and maintain a fully integrated liner shipping service operating as an ocean common carrier under such trade name or names as they may determine (the “Joint Service”). The Joint Service will operate in the Trade, as provided hereunder, and other trades worldwide. The Joint Service shall operate as a single carrier which shall incorporate the prior separate vessel operating common carrier containerized liner services in the Trade that were operated separately by each of the Parties. As provided by Article 8 hereof, the Parties agree not to operate competing containerized ocean common carrier services in the Trade following the commencement of the Joint Service hereunder. (a) The Parties are authorized to establish one or more legal entities under such name as the Parties may agree to own or operate the Joint Service (each a “Joint Service Entity” and collectively, the “Joint Service Entities”). The parties are authorized to discuss and agree upon all matters relating to the formation, corporate governance, and operation of the Joint Service Entities as permitted by the laws of the jurisdiction of formation including percentage of ownership of each of them, required representations or warranties by the Parties, initial investments and other capital contribution requirements, management, control, restrictions on disposition of capital stock, shareholder voting rights, board composition, employee compensation, indemnity terms as between the Parties and/or a Joint Service Entity, wind-up and termination provisions, and to memorialize agreements on such matters of corporate governance in a shareholders’ agreement or other similar corporate governance document. (b) Initially, the Parties shall establish the following Joint Service Entities: (i) The Integrated Holding Company (“HoldCo”). The Parties shall make such investment in HoldCo as they may agree and will each become a shareholder of HoldCo at the following levels: “K” Line 31% MOL 31% NYK 38% Initially, each Party shall be entitled to designate two (2) members of the HoldCo Board of Directors for a total of six (6) members. (ii) The Integrated Operating Company (“OpCo”). OpCo shall operate as a vessel operating common carrier offering containerized liner services. The Parties shall make such investment in OpCo as they may agree and will each become a holder of preferred stock in OpCo at the following levels: “K” Line 31% MOL 31% NYK 38% Such preferred stock shall not carry any voting rights at OpCo shareholders meetings. HoldCo shall be the holder of 100% of the ordinary stock of OpCo and shall hold all shareholder voting rights at OpCo shareholders meetings. Initially, there shall be four (4) members of the OpCo Board of Directors. Each Party shall be entitled to designate one (1) member and OpCo’s Board of Directors shall designate one (1) additional member who shall also serve as the CEO of OpCo. OpCo shall be added as a Party hereto following formation. (c) The above structure, as may be adjusted from time to time by the Parties, is intended to delegate the operation of the Joint Service to OpCo’s independent decisions and to have HoldCo handle matters relating to the adjustment of ownership, financial, and governance interests among the shareholders. 5.3 In connection with the operation of the Joint Service by OpCo, the Parties are authorized to: (a) Operate the Joint Service as an ocean common carrier by water in the Trade and other liner trades worldwide utilizing either its own xxxx of lading or such other xxxx of lading form as may be agreed by the Parties. (b) Have the Joint Service become a member of, and resign or withdraw from, any lawful alliance, space charter, vessel sharing agreement, rate agreement, or other cooperative working agreement in the Trade. The Joint Service shall act as a single member or party to such other agreements. Without limitation, the Parties have agreed that the foregoing shall include THE Alliance Agreement, FMC Agreement No. 012439. 5.4 The Parties or any Joint Service Entity are authorized to discuss, agree upon, negotiate and implement decisions and/or agreements relating to: the use of one or more trade names; advertising; the location and staffing of offices; purchase, rental or sale of intermodal or other equipment; sale, purchase and/or charter of vessels or space to/from any Party on the one hand and a Joint Service Entity on the other (it being understood that any agreement between any Party and a Joint Service Entity shall be on arm’s length commercial terms acceptable to all of the Parties) or with any third party; scheduling of port calls and sailings, port rotations, additions and withdrawal of vessels, and vessel deployments; formation or appointment of agents and sub-agents (including formation of commonly-owned agents and all matters of corporate governance of such agents as permitted by corporation laws of the jurisdiction of incorporation); purchase, lease, or interchange of containers; terminal and/or stevedoring services agreements; contractual arrangements with feeder, tugs, barge, and inland carriers; contractual arrangements with other vendors of goods or services; xxxx of lading terms, documentation, insurance and related matters (including without limitation, cargo and hull claims, pollution, through transit liabilities, indemnification, general average, salvage, collision, hazardous materials, dangerous cargo), and all other matters relating to the operation of a Joint Service and the business of an ocean common carrier.2 5.5 The Parties are authorized to discuss, establish, maintain and modify for the Joint Service, or to delegate to an Joint Service Entity, the authority to establish, maintain and modify: rates, rules, prices, charges, surcharges, credit terms, forwarder and broker compensation, and all terms, conditions and practices (hereafter collectively “rates and terms”) of an ocean common carrier covering any and all cargo moving in the Trade, to exchange information regarding same, and to publish one or more tariffs containing any such Joint Service rates and terms. The Parties also are authorized to discuss and agree upon the authority to negotiate and establish the rates and terms of service contracts to be entered into and executed by the Joint Service with shippers for the movement of cargo in the Trade. 5.6 The Parties, acting directly or through a Joint Service Entity, are authorized to discuss, agree upon, and share information regarding: economic forecasts; past, present or expected future conditions in all or any portion of the Trade and freight, rate or other market trends; standard port charges; third party costs including vendor, terminal, and bunker costs and consumptions, cargo carryings, vessel and equipment utilization; supply and demand and vessel utilization forecasts/projections; operational data on vessels and terminals, intermodal/rail moves, dwell times, dry-dock plans, liftings and port pair information; customer information and volume and service requirement forecasts and analysis; and marketing and market share information; whether prepared by a Party or Parties or obtained from outside sources.

AGREEMENT AUTHORITY. The authority 5.1 CNCO SSL shall sell and MATSON shall purchase, on a used/not used basis, slots for 89 TEUs (or a maximum of the Parties shall be as follows: 5.1 The Parties shall establish, operate, and maintain a fully integrated liner shipping service operating as an ocean common carrier under such trade name 1,246 metric tons) (including 19 reefer plugs) on certain vessels CNCO SSL operates or names as they may determine (the “Joint Service”). The Joint Service will operate on which CNCO SSL has space in the Trade. Additional slots may be sold/purchased on an ad hoc basis. Such additional space must be requested prior to relevant vessel/cargo cutoffs and, once confirmed, shall be considered as provided hereunder, reserved space and other trades worldwide. will be invoiced on a used or not basis. 5.2 The Joint Service sale of slots under Article 5.1 shall operate be on such terms and such conditions as a single carrier which shall incorporate the prior separate vessel operating common carrier containerized liner services in the Trade that were operated separately by each of the Parties. As Parties may agree from time to time. 5.3 Except as provided by Article 8 hereof5.4 infra, MATSON shall not sub-charter slots made available to it hereunder to any third party, except, with the Parties agree not prior written consent of CNCOSSL. Any such third party must be a vessel operating carrier. 5.4 MATSON may always sub-charter Slots and/or reefer plugs to operate competing containerized ocean common carrier services in its vessel operating Affiliates (as may change from time to time) without the Trade following the commencement of the Joint Service hereunderCNCOSSL’s prior consent. (a) The Parties At the date of this Agreement, MATSON declares the following entities as its vessel operating Affiliates: Xxxxxx South Pacific Limited (b) Where MATSON sub-charters Slots and/or reefer plugs to an Affiliate: (i) MATSON shall not permit the relevant Affiliate to subsequently sub- charter such Slots and/or reefer plugs to any other person without the prior written consent of the Slot Provider; and (ii) MATSON shall terminate the sub-chartering arrangement immediately upon the sub-chartering party ceasing to be an Affiliate. 5.5 Each party is responsible for the port charges attributed to its own cargo, but are authorized to establish one or more legal entities under such name discuss and agree between themselves on their respective responsibilities for port charges assessed to SSL as the vessel operator at island ports in the trade. 5.6 The Parties may agree to own or operate the Joint Service (each a “Joint Service Entity” and collectively, the “Joint Service Entities”). The parties are authorized to discuss and agree upon all routine operational and administrative matters including, but not limited to, procedures for allocating space, forecasting, stevedoring and terminal operations, recordkeeping, responsibility for loss, damage or injury (including provisions of bills of lading relating to the formation, corporate governance, and operation of the Joint Service Entities as permitted by the laws of the jurisdiction of formation including percentage of ownership of each of them, required representations or warranties by the Parties, initial investments and other capital contribution requirements, management, control, restrictions on disposition of capital stock, shareholder voting rights, board composition, employee compensation, indemnity terms as between the Parties and/or a Joint Service Entity, wind-up and termination provisions, and to memorialize agreements on such matters of corporate governance in a shareholders’ agreement or other similar corporate governance document. (b) Initiallysame), the Parties interchange of information and data Any correspondence or notices hereunder shall establish be made by courier service or registered mail, or in the event expeditious notice is required, by email or by facsimile confirmed by courier or registered mail, to the following Joint Service Entities: (i) addresses: CNCOSSL: The Integrated Holding Company (“HoldCo”)China Navigation Co. Pte. The Parties shall make such investment in HoldCo as they may agree and will each become a shareholder of HoldCo at the following levelsLtd.Swire Shipping Pte. Ltd. Attn: “K” Line 31% MOL 31% NYK 38% InitiallyXxxxxx Xxxxxx 000 Xxxxx Xxxx #00-00 Xxx Xxxxxxxxx Xxxxxxxxx 000000 Email: xxxxxx.xxxxxx@xxxxxxxxxxxxxxxxx.xxx MATSON: Xxxxxx Navigation Company, each Party shall be entitled to designate two (2) members of the HoldCo Board of Directors for a total of six (6) members. (ii) The Integrated Operating Company (“OpCo”)Inc. Attn: Xxxxxxx X. Xxxxxx, Xx. OpCo shall operate as a vessel operating common carrier offering containerized liner services. The Parties shall make such investment in OpCo as they may agree and will each become a holder of preferred stock in OpCo at the following levels000 00xx Xxxxxx Xxxxxxx, XX00000 Email: “K” Line 31% MOL 31% NYK 38% Such preferred stock shall not carry any voting rights at OpCo shareholders meetings. HoldCo shall be the holder of 100% of the ordinary stock of OpCo and shall hold all shareholder voting rights at OpCo shareholders meetings. Initially, there shall be four (4) members of the OpCo Board of Directors. Each Party shall be entitled to designate one (1) member and OpCo’s Board of Directors shall designate one (1) additional member who shall also serve as the CEO of OpCo. OpCo shall be added as a Party hereto following formation. (c) The above structure, as may be adjusted from time to time by the Parties, is intended to delegate the operation of the Joint Service to OpCo’s independent decisions and to have HoldCo handle matters relating to the adjustment of ownership, financial, and governance interests among the shareholders. 5.3 In connection with the operation of the Joint Service by OpCo, the Parties are authorized to: (a) Operate the Joint Service as an ocean common carrier by water in the Trade and other liner trades worldwide utilizing either its own xxxx of lading or such other xxxx of lading form as may be agreed by the Parties. (b) Have the Joint Service become a member of, and resign or withdraw from, any lawful alliance, space charter, vessel sharing agreement, rate agreement, or other cooperative working agreement in the Trade. The Joint Service shall act as a single member or party to such other agreements. Without limitation, the Parties have agreed that the foregoing shall include THE Alliance Agreement, FMC Agreement No. 012439. 5.4 The Parties or any Joint Service Entity are authorized to discuss, agree upon, negotiate and implement decisions and/or agreements relating to: the use of one or more trade names; advertising; the location and staffing of offices; purchase, rental or sale of intermodal or other equipment; sale, purchase and/or charter of vessels or space to/from any Party on the one hand and a Joint Service Entity on the other (it being understood that any agreement between any Party and a Joint Service Entity shall be on arm’s length commercial terms acceptable to all of the Parties) or with any third party; scheduling of port calls and sailings, port rotations, additions and withdrawal of vessels, and vessel deployments; formation or appointment of agents and sub-agents (including formation of commonly-owned agents and all matters of corporate governance of such agents as permitted by corporation laws of the jurisdiction of incorporation); purchase, lease, or interchange of containers; terminal and/or stevedoring services agreements; contractual arrangements with feeder, tugs, barge, and inland carriers; contractual arrangements with other vendors of goods or services; xxxx of lading terms, documentation, insurance and related matters (including without limitation, cargo and hull claims, pollution, through transit liabilities, indemnification, general average, salvage, collision, hazardous materials, dangerous cargo), and all other matters relating to the operation of a Joint Service and the business of an ocean common carrier.2 5.5 The Parties are authorized to discuss, establish, maintain and modify for the Joint Service, or to delegate to an Joint Service Entity, the authority to establish, maintain and modify: rates, rules, prices, charges, surcharges, credit terms, forwarder and broker compensation, and all terms, conditions and practices (hereafter collectively “rates and terms”) of an ocean common carrier covering any and all cargo moving in the Trade, to exchange information regarding same, and to publish one or more tariffs containing any such Joint Service rates and terms. The Parties also are authorized to discuss and agree upon the authority to negotiate and establish the rates and terms of service contracts to be entered into and executed by the Joint Service with shippers for the movement of cargo in the Trade. 5.6 The Parties, acting directly or through a Joint Service Entity, are authorized to discuss, agree upon, and share information regarding: economic forecasts; past, present or expected future conditions in all or any portion of the Trade and freight, rate or other market trends; standard port charges; third party costs including vendor, terminal, and bunker costs and consumptions, cargo carryings, vessel and equipment utilization; supply and demand and vessel utilization forecasts/projections; operational data on vessels and terminals, intermodal/rail moves, dwell times, dry-dock plans, liftings and port pair information; customer information and volume and service requirement forecasts and analysis; and marketing and market share information; whether prepared by a Party or Parties or obtained from outside sources.xxxxxxx@xxxxxx.xxx

AGREEMENT AUTHORITY. The authority of the Parties shall be as follows: 5.1 The Parties shall establish, operate, and maintain a fully integrated liner shipping service operating as an ocean common carrier under such trade name or names as they may determine (the “Joint Service”). The Joint Service will operate in the Trade, as provided hereunder, and other trades worldwide. The Joint Service shall operate as a single carrier which shall incorporate the prior separate vessel operating common carrier containerized liner services in the Trade that were operated separately by each of the Parties. As provided by Article 8 hereof, the Parties agree not to operate competing containerized ocean common carrier services in the Trade following the commencement of the Joint Service hereunder. (a) The Parties are authorized to establish charter space to/from one another on an “as needed/as available” basis, it being understood that there is no guarantee by either Party to provide the other with any amount of space or more legal entities any volume of cargo. (b) In addition to space chartered under Article 5.1(a), Xxxx Express shall provide to KOLTD, and KOLTD shall purchase from Xxxx Express, space for the movement of up to twenty (20) 40-ft. reefer containers from Moin, Costa Rica to Port Everglades, FL on each weekly sailing of the service of Xxxx Express. (c) The Parties are authorized to discuss and agree on the compensation to be paid for the provision of slots hereunder and the other terms and conditions pursuant to which such name as slots will be provided. It is understood and agreed that slots provided hereunder are to be employed only for the carriage of lawful cargo properly packaged and appropriately stowed in sealed, seaworthy containers. No livestock or injurious, inflammable or dangerous goods are to be shipped hereunder without the written consent of the Party providing the slots. Consent to one such shipment shall not constitute consent to subsequent shipments of the same commodity. Xxxx Ocean Cargo Express/King Ocean Services Limited Space Charter Agreement FMC Agreement No. 011790-004 (2nd Edition) Original Page No. 2a 5.2 The Parties may are authorized to discuss and agree to own or operate on the Joint Service acceptance and handling of various types of equipment, including 45-foot containers, flat-rack containers, and out of gauge cargo. Xxxx Ocean Cargo Express/King Ocean Services Limited Space Charter Agreement FMC Agreement No. 011790-005 (each a “Joint Service Entity” 2nd Edition) First Revised Page No. 3 5.3 The Parties shall contract separately with stevedores and collectively, the “Joint Service Entities”). marine terminals. 5.4 The parties Parties are authorized to discuss and agree upon all such general administrative matters relating to the formation, corporate governance, and operation of the Joint Service Entities as permitted by the laws of the jurisdiction of formation including percentage of ownership of each of them, required representations or warranties by the Parties, initial investments and other capital contribution requirements, management, control, restrictions on disposition terms and conditions concerning the implementation of capital stock, shareholder voting rights, board composition, employee compensation, indemnity terms as between the Parties and/or a Joint Service Entity, wind-up and termination provisions, and to memorialize agreements on such matters of corporate governance in a shareholders’ agreement or other similar corporate governance document. (b) Initially, the Parties shall establish the following Joint Service Entities: (i) The Integrated Holding Company (“HoldCo”). The Parties shall make such investment in HoldCo as they may agree and will each become a shareholder of HoldCo at the following levels: “K” Line 31% MOL 31% NYK 38% Initially, each Party shall be entitled to designate two (2) members of the HoldCo Board of Directors for a total of six (6) members. (ii) The Integrated Operating Company (“OpCo”). OpCo shall operate as a vessel operating common carrier offering containerized liner services. The Parties shall make such investment in OpCo as they may agree and will each become a holder of preferred stock in OpCo at the following levels: “K” Line 31% MOL 31% NYK 38% Such preferred stock shall not carry any voting rights at OpCo shareholders meetings. HoldCo shall be the holder of 100% of the ordinary stock of OpCo and shall hold all shareholder voting rights at OpCo shareholders meetings. Initially, there shall be four (4) members of the OpCo Board of Directors. Each Party shall be entitled to designate one (1) member and OpCo’s Board of Directors shall designate one (1) additional member who shall also serve as the CEO of OpCo. OpCo shall be added as a Party hereto following formation. (c) The above structure, this Agreement as may be adjusted necessary or convenient from time to time by time, including, but not limited to: stowage planning; record-keeping; responsibility for loss or damage; insurance; force majeure; the Partieshandling and resolution of claims and other liabilities; indemnification; documentation and bills of lading; and the treatment of hazardous and dangerous cargoes. 5.5 Pursuant to 46 C.F.R. § 535.408(b), is intended to delegate any further agreement contemplated herein cannot go into effect unless filed and effective under the operation Shipping Act of the Joint Service to OpCo’s independent decisions and to have HoldCo handle matters relating 1984, as amended, except to the adjustment of ownership, financial, and governance interests among the shareholdersextent that such agreement concerns routine operational or administrative matters. 5.3 In connection with the operation of the Joint Service by OpCo, the Parties are authorized to: (a) Operate the Joint Service as an ocean common carrier by water in the Trade and other liner trades worldwide utilizing either its own xxxx of lading or such other xxxx of lading form as may be agreed by the Parties. (b) Have the Joint Service become a member of, and resign or withdraw from, any lawful alliance, space charter, vessel sharing agreement, rate agreement, or other cooperative working agreement in the Trade. The Joint Service shall act as a single member or party to such other agreements. Without limitation, the Parties have agreed that the foregoing shall include THE Alliance Agreement, FMC Agreement No. 012439. 5.4 The Parties or any Joint Service Entity are authorized to discuss, agree upon, negotiate and implement decisions and/or agreements relating to: the use of one or more trade names; advertising; the location and staffing of offices; purchase, rental or sale of intermodal or other equipment; sale, purchase and/or charter of vessels or space to/from any Party on the one hand and a Joint Service Entity on the other (it being understood that any agreement between any Party and a Joint Service Entity shall be on arm’s length commercial terms acceptable to all of the Parties) or with any third party; scheduling of port calls and sailings, port rotations, additions and withdrawal of vessels, and vessel deployments; formation or appointment of agents and sub-agents (including formation of commonly-owned agents and all matters of corporate governance of such agents as permitted by corporation laws of the jurisdiction of incorporation); purchase, lease, or interchange of containers; terminal and/or stevedoring services agreements; contractual arrangements with feeder, tugs, barge, and inland carriers; contractual arrangements with other vendors of goods or services; xxxx of lading terms, documentation, insurance and related matters (including without limitation, cargo and hull claims, pollution, through transit liabilities, indemnification, general average, salvage, collision, hazardous materials, dangerous cargo), and all other matters relating to the operation of a Joint Service and the business of an ocean common carrier.2 5.5 The Parties are authorized to discuss, establish, maintain and modify for the Joint Service, or to delegate to an Joint Service Entity, the authority to establish, maintain and modify: rates, rules, prices, charges, surcharges, credit terms, forwarder and broker compensation, and all terms, conditions and practices (hereafter collectively “rates and terms”) of an ocean common carrier covering any and all cargo moving in the Trade, to exchange information regarding same, and to publish one or more tariffs containing any such Joint Service rates and terms. The Parties also are authorized to discuss and agree upon the authority to negotiate and establish the rates and terms of service contracts to be entered into and executed by the Joint Service with shippers for the movement of cargo in the Trade. 5.6 The Parties, acting directly or through a Joint Service Entity, are authorized to discuss, agree upon, and share information regarding: economic forecasts; past, present or expected future conditions in all or any portion of the Trade and freight, rate or other market trends; standard port charges; third party costs including vendor, terminal, and bunker costs and consumptions, cargo carryings, vessel and equipment utilization; supply and demand and vessel utilization forecasts/projections; operational data on vessels and terminals, intermodal/rail moves, dwell times, dry-dock plans, liftings and port pair information; customer information and volume and service requirement forecasts and analysis; and marketing and market share information; whether prepared by a Party or Parties or obtained from outside sources.

AGREEMENT AUTHORITY. The authority of the Parties shall be as follows: 5.1 The Parties shall establish, operate, and maintain a fully integrated liner shipping service operating as an ocean common carrier under such trade name or names as they may determine (the “Joint Service”). The Joint Service will operate in the Trade, as provided hereunder, and other trades worldwide. The Joint Service shall operate as a single carrier which shall incorporate the prior separate vessel operating common carrier containerized liner services in the Trade that were operated separately by each of the Parties. As provided by Article 8 hereof, the Parties agree not to operate competing containerized ocean common carrier services in the Trade following the commencement of the Joint Service hereunder. (a) The Parties are authorized to establish one or more legal entities under such name as the Parties may agree to own or operate the Joint Service (each a “Joint Service Entity” and collectively, the “Joint Service Entities”). The parties are authorized to discuss and agree upon all matters relating to the formation, corporate governance, and operation of the Joint Service Entities as permitted by the laws of the jurisdiction of formation including percentage of ownership of each of them, required representations or warranties by the Parties, initial investments and other capital contribution requirements, management, control, restrictions on disposition of capital stock, shareholder voting rights, board composition, employee compensation, indemnity terms as between the Parties and/or a Joint Service Entity, wind-up and termination provisions, and to memorialize agreements on such matters of corporate governance in a shareholders’ agreement or other similar corporate governance document. (b) Initially, the Parties shall establish the following Joint Service Entities: (i) The Integrated Holding Company (“HoldCo”). The Parties shall make such investment in HoldCo as they may agree and will each become a shareholder of HoldCo at the following levels: “K” Line 31% MOL 31% NYK 38% Initially, each Party shall be entitled to designate two (2) members of the HoldCo Board of Directors for a total of six (6) members. (ii) The Integrated Operating Company (“OpCo”). OpCo shall operate as a vessel operating common carrier offering containerized liner services. The Parties shall make such investment in OpCo as they may agree and will each become a holder of preferred stock in OpCo at the following levels: “K” Line 31% MOL 31% NYK 38% Such preferred stock shall not carry any voting rights at OpCo shareholders meetings. HoldCo shall be the holder of 100% of the ordinary stock of OpCo and shall hold all shareholder voting rights at OpCo shareholders meetings. Initially, there shall be four (4) members of the OpCo Board of Directors. Each Party shall be entitled to designate one (1) member and OpCo’s Board of Directors shall designate one (1) additional member who shall also serve as the CEO of OpCo. OpCo shall be added as a Party hereto following formation. (c) The above structure, as may be adjusted from time to time by the Parties, is intended to delegate the operation of the Joint Service to OpCo’s independent decisions and to have HoldCo handle matters relating to the adjustment of ownership, financial, and governance interests among the shareholders. 5.3 In connection with the operation of the Joint Service by OpCo, the Parties are authorized to: (a) Operate the Joint Service as an ocean common carrier by water in the Trade and other liner trades worldwide utilizing either its own xxxx bill of lading or such other xxxx bill of lading form as may be agreed by the Parties. (b) Have the Joint Service become a member of, and resign or withdraw from, any lawful alliance, space charter, vessel sharing agreement, rate agreement, or other cooperative working agreement in the Trade. The Joint Service shall act as a single member or party to such other agreements. Without limitation, the Parties have agreed that the foregoing shall include THE Alliance Agreement, FMC Agreement No. 012439. 5.4 The Parties or any Joint Service Entity are authorized to discuss, agree upon, negotiate and implement decisions and/or agreements relating to: the use of one or more trade names; advertising; the location and staffing of offices; purchase, rental or sale of intermodal or other equipment; sale, purchase and/or charter of vessels or space to/from any Party on the one hand and a Joint Service Entity on the other (it being understood that any agreement between any Party and a Joint Service Entity shall be on arm’s length commercial terms acceptable to all of the Parties) or with any third party; scheduling of port calls and sailings, port rotations, additions and withdrawal of vessels, and vessel deployments; formation or appointment of agents and sub-agents (including formation of commonly-owned agents and all matters of corporate governance of such agents as permitted by corporation laws of the jurisdiction of incorporation); purchase, lease, or interchange of containers; terminal and/or stevedoring services agreements; contractual arrangements with feeder, tugs, barge, and inland carriers; contractual arrangements with other vendors of goods or services; xxxx bill of lading terms, documentation, insurance and related matters (including without limitation, cargo and hull claims, pollution, through transit liabilities, indemnification, general average, salvage, collision, hazardous materials, dangerous cargo), and all other matters relating to the operation of a Joint Service and the business of an ocean common carrier.2 5.5 The Parties are authorized to discuss, establish, maintain and modify for the Joint Service, or to delegate to an Joint Service Entity, the authority to establish, maintain and modify: rates, rules, prices, charges, surcharges, credit terms, forwarder and broker compensation, and all terms, conditions and practices (hereafter collectively “rates and terms”) of an ocean common carrier covering any and all cargo moving in the Trade, to exchange information regarding same, and to publish one or more tariffs containing any such Joint Service rates and terms. The Parties also are authorized to discuss and agree upon the authority to negotiate and establish the rates and terms of service contracts to be entered into and executed by the Joint Service with shippers for the movement of cargo in the Trade. 5.6 The Parties, acting directly or through a Joint Service Entity, are authorized to discuss, agree upon, and share information regarding: economic forecasts; past, present or expected future conditions in all or any portion of the Trade and freight, rate or other market trends; standard port charges; third party costs including vendor, terminal, and bunker costs and consumptions, cargo carryings, vessel and equipment utilization; supply and demand and vessel utilization forecasts/projections; operational data on vessels and terminals, intermodal/rail moves, dwell times, dry-dock plans, liftings and port pair information; customer information and volume and service requirement forecasts and analysis; and marketing and market share information; whether prepared by a Party or Parties or obtained from outside sources.