Common use of Overview of Agreement Authority Clause in Contracts

Overview of Agreement Authority. 5.1 The parties are authorized to charter space to and from each other in the Agreement Trade on an “as needed/as available” basis, up to the full reach of a vessel, on vessels owned, chartered, or managed by them, on such terms and conditions as the parties may agree from time to time. To facilitate efficient operations under this Agreement, the parties may discuss and agree upon their space requirements and the availability of such space in vessels owned, chartered, or managed by the parties. The place and timing of the provision of space; procedures for booking space, for documentation, for special cargo handling instructions or requirements, and for other administrative matters relating to chartering and transportation provided under this Agreement; and the terms and conditions for the use or interchange of equipment useful in the carriage of cargo in the Trade covered by this Agreement. 5.2 Compensation for any space chartered pursuant to this Agreement shall be upon such terms and at such hire (expressed either as a fixed sum or as a percentage of freight) as the parties may from time to time agree. Billing and payment terms and conditions shall also be as agreed between the parties from time to time. 5.3 The Parties may discuss and agree upon the terminal(s) to be called by the vessels operated hereunder as well as the stevedore(s) that will service such vessels, and/or the volume of cargo to be handled by such terminals or stevedores. In furtherance of the foregoing, the Parties are authorized to discuss, exchange information, and/or coordinate negotiations with marine terminal operators or stevedores relating to operational matters such as port schedules and berthing windows; availability of port facilities, equipment and services; contract duration; adequacy of throughput; and the procedures of the interchange of operational data in a legally compliant matter. Nothing herein, however, shall authorize the parties jointly to operate a marine terminal in the United States nor to jointly negotiate for or jointly procure terminal services at U.S. ports. 5.4 The parties are authorized to exchange information on any matter within the scope of this Agreement and to reach agreement on any and all administrative and operational functions related hereto including, but not limited to, forecasting, terminal operations, stowage planning, insurance, liability, cargo claims, indemnities, the terms of their respective bills of lading, failure to perform and force majeure. 5.5 The parties are authorized to enter into agreements concerning routine operational or administrative matters to implement the foregoing. Any further agreement which does not concern routine operational or administrative matters cannot go into effect unless filed and effective under the Shipping Act of 1984, as amended.

Overview of Agreement Authority. 5.1 The parties are authorized to Under this Agreement, each Party may charter space to and from each other in the Agreement Trade on an “as needed/as available” basis, up to the full reach of a vessel, on vessels owned, chartered, or managed by themthe other, on such terms and conditions as the parties Parties may agree from time to time. To facilitate efficient operations and to provide fair and efficient services under this Agreement, the parties may Parties are authorized to discuss and agree upon their space requirements and the availability of such space in vessels owned, chartered, or managed by the parties. The Parties; the place and timing of the provision of space; , scheduling and the trades in which the parties may market space chartered on the vessels, procedures for booking space, for documentation, for special cargo handling instructions or requirements, and for other administrative matters relating to chartering and transportation provided under this Agreement; the number, size and capacity, speed, consumption, and other features of the vessels to be operated under this Agreement; and the terms and conditions for the use or interchange of equipment useful in the carriage of cargo in the Trade covered by this Agreement. 5.2 Under this Agreement the Parties may utilize up to ten (10) heavylift multipurpose, container fitted, breakbulk vessels at any time but may, from time to time, employ up to five (5) additional vessels to meet seasonal shipper demand. 5.3 Compensation for any space chartered pursuant to this Agreement shall be upon such terms and at such hire (expressed either as a fixed sum or as sum, a percentage of freight, or indexed shares of a net revenue pool for vessels subject to this Agreement, consistent with the methodology contemplated by the BIMCO POOLCON using a point system, with points awarded on the basis of the commercial utility / capacity of contributed vessels as well as the working days of those vessels) as the parties Parties may from time to time agree. Billing BIMCO POOLCON Clauses 13 and 17 set forth further detail regarding the contemplated structure with respect to revenue apportionment, as may be agreed from time to time. Initial revenue contribution to be determined by the Parties, with initial contributions contemplated as thirty (30) days’ hire plus bunkers. Billing, collection, and payment terms and conditions shall also be as agreed between the parties Parties from time to time. 5.3 5.4 The Parties may are authorized to discuss and agree upon arrangements for the terminal(s) to be called by the vessels operated hereunder as well as the stevedore(s) that will use of terminals, inland transportation equipment and service providers (i.e., through transportation for overland service such vesselsas trucking, and/or rail, containers, flat racks, and other equipment related to inland transport where required by shipping terms), stevedoring services in connection with the volume chartering of cargo space hereunder, in regard to be handled by such terminals entering into exclusive, preferential, or stevedores. In furtherance of the foregoing, the Parties are authorized to discuss, exchange information, and/or coordinate negotiations cooperative working arrangements with marine terminal operators or stevedores and any person relating to operational matters such as marine terminal, stevedoring, inland transportation, cargo inspection, or other shoreside services including warehousing, port schedules agency, packing, and berthing windows; availability of port facilitiesrail, trucking, intermodal and equipment services, cargo Substitute Original Page No. 6 superintendent, cargo documentation, lifting and lashing gear, technical management, and inland equipment and services; contract duration; adequacy of throughput; such contracts or agreements may be entered into by either Party, or concurrently among both Parties and the procedures of service or equipment providers, with such joint contracting limited to the interchange of operational data in a legally compliant matterpooled vessels. Nothing herein, however, shall authorize the parties Parties jointly to operate a marine terminal in the United States nor States. Notwithstanding any term or provision of this Agreement, the Agreement does not extend antitrust immunity to jointly negotiate for discussions or jointly procure terminal services at U.S. portsagreements between the Parties excepted from the antitrust immunity conferred by the Shipping Act of 1984 under 46 U.S.C. § 40307(b). 5.4 5.5 The parties Parties are authorized to exchange information on any matter within the scope of this Agreement and to reach agreement on any and all administrative and operational functions related hereto including, but not limited to, including forecasting, terminal operations, inland and intermodal arrangements, stowage planning, insurance, liability, cargo claims, indemnities, the terms of their respective bills of ladinglading issued by the pool manager, failure to perform perform, and force majeure. The Parties are authorized to discuss and agree upon the deployment, scheduling, ports to be called and port rotation of the vessels operated hereunder, and to modify sailing frequencies and itineraries from time to time. Nothing herein authorizes the Parties to jointly discuss and set rates. 5.5 5.6 The parties Parties are authorized to enter into agreements concerning routine operational or administrative matters to implement the foregoing. Any Pursuant to 46 C.F.R. § 535.408, any further agreement which does not concern the authorities set forth herein including routine operational or administrative matters cannot go into effect unless filed and effective under the Shipping Act of 1984, as amended. 5.7 The Parties are authorized to time charter committed vessel capacity to the pool manager, expected to be US Ocean, who will have commercial control of the vessels chartered to it as pool manager. Xxxxxxxx Line will be authorized to act as the commercial booking agent for government impelled cargoes and others as may be deemed desirable by the pool manage from time to time. The pool manager shall not sub-charter space made available hereunder to another unaffiliated carrier (defined as a carrier not under common control with either Party) without the prior consent of the other Party, and neither Party will provide common carriage using United States flag vessels in the Trade outside of this Agreement 5.8 The Parties may agree upon common positions and present these, jointly or separately, to the United States and foreign governments, departments, agencies, and governmental entities. 5.9 The Parties may agree upon and investigate economic and competitive positions, and agree upon coordination of vessel sailings, chartering, joint service, pooling as agreed consistent with the Appendix 2 hereto BIMCO POOLCON, and other forms of efficient and competitive operation and management of their U.S.-flag service, and agreed or uniform rules, practices, and procedures relating thereto: positions regarding the U.S. Department of Defense Universal Service Contract 08 and successor contracts thereto, humanitarian cargoes for the United States Department of Agriculture and the United States Agency for International Development, and other government-impelled cargoes. Nothing in this Agreement, however, authorizes the Parties to discuss or agree upon, or to carry out, any arrangement which is required to be separately filed under the Shipping Act of 1984, unless separately filed and effective under the Shipping Act of 1984. 5.10 Each Party shall remain separately responsible for the operation, financing, insurance, and technical management of its vessels operated within the Trade subject to this Agreement and shall remain (disponent) owners of their contributed vessels.

Overview of Agreement Authority. 5.1 The parties are authorized to Under this Agreement, Xxxxxxxx may charter space to and from each other in the Agreement Trade on an “as needed/as available” basis, up to the full reach of a vessel, basis on vessels owned, chartered, owned or managed chartered by them, Mitsui O.S.K. Lines Ltd. on such terms and conditions as the parties Parties may agree from time to timeagree. To facilitate efficient operations under this Agreement, the parties Parties may discuss and agree upon their upon: the capacity and features of the vessels; the schedule and selection of ports of loading and discharge; space requirements and the availability of such space in on vessels owned, chartered, owned or managed chartered by Mitsui O.S.K. Lines Ltd; the parties. The place and timing of the provision provisions of space; procedures for booking space, for documentation, for special cargo handling instructions or requirements, ; and for any other administrative matters relating to chartering and transportation provided operations under this Agreement; and the terms and conditions for the use or interchange of equipment useful in the carriage of cargo in the Trade covered by this Agreement. 5.2 Compensation for any space chartered pursuant to this Agreement shall be upon such terms and at such hire (expressed either as a fixed sum or as a percentage of freight) as the parties Parties may from time to time agree. Billing and payment terms and conditions shall also be as agreed between the parties Parties from time to time. 5.3 The Parties may discuss and agree upon the terminal(s) to be called by the vessels operated hereunder as well as the stevedore(s) that will service such vessels, and/or the volume of cargo or to be handled by such terminals or stevedoresengage in capacity rationalization. In furtherance of the foregoing, the Parties are authorized to discussdiscuss and agree upon arrangements tor the use of terminals in connection with the chartering of space hereunder, exchange informationincluding entering into exclusive, and/or coordinate negotiations preferential, or cooperative working arrangements with marine terminal operators or stevedores and any person relating to operational matters such as port schedules and berthing windows; availability of port facilitiesmarine terminal, equipment and stevedoring or other shoreside services; contract duration; adequacy of throughput; and the procedures of the interchange of operational data in a legally compliant matter. Nothing herein, however, shall authorize the parties Parties jointly to operate a marine terminal in the United States nor to jointly negotiate for or jointly procure terminal services at U.S. portsStates. 5.4 The parties are authorized to exchange information on any matter within Parties may also discuss and agree upon such general administrative matters and other terms and conditions concerning the scope implementation of this Agreement and as may be necessary or convenient from time to reach agreement on any and all administrative and operational functions related hereto including, time including but not limited to, to forecasting, terminal operations, stowage planning, recordkeeping, responsibility for loss or damage, insurance, liabilityliabilities, cargo claims, indemnitiesindemnification, consequences for delays and/or other failure to perform, the terms of their respective bills of lading, failure to perform and force majeure, and treatment of hazardous and dangerous cargoes. 5.5 The parties are authorized Pursuant to enter into agreements concerning routine operational or administrative matters to implement the foregoing. Any 46 CFR § 535.408, any further agreement which does not concern routine operational or administrative matters cooperation beyond what is authorized herein cannot go into effect unless filed and effective under the Shipping Act of 1984, as amended.