EXHIBIT 10.4
AGREEMENT FOR LOGISTICS SERVICES
This Agreement for Logistics Services ("Agreement") is dated as of April
13, 2007, by and among Cargo Connection Logistics International, an Illinois
corporation ("Cargo Connection Logistics"), located at 000 Xxxxxxx Xxx, Xxxxxx,
Xxx Xxxx 00000 and AIT Worldwide Logistics ("AIT"). located at 000 Xxxxxxx
Xxxx_, Xxxxxx. XX 00000
RECITALS
WHEREAS, AIT is requiring logistics services of the kind offered by Cargo
Connection Logistics; and
WHEREAS, AIT desires Cargo Connection Logistics to provide logistics
services to AIT; and
WHEREAS, the parties believe the distinctive logistics service needs of AIT
can best be satisfied through contractual agreement.
NOW THEREFORE, AIT and Cargo Connection Logistics, in consideration of the
premises and mutual agreements hereafter set forth, agree as follows:
1. Scope. Cargo Connection Logistics shall provide logistics services (the
"Services") as described in Exhibit A.
2. Independent Contractor Relationship.
(a) Cargo Connection Logistics shall, for all purposes, be deemed an
independent contractor and shall be fully independent in performing any
authorized services and shall not act or hold itself out as an agent, servant,
or employee of AIT. It is expressly understood and agreed that all services
provided under the terms of this Agreement shall be performed by the employees
or independent contractors of Cargo Connection Logistics and that no employee or
independent contractor of Cargo Connection Logistics shall be considered an
employee of AIT for any purpose whatsoever. Cargo Connection Logistics will be
responsible for its own expenses, wages, employee benefits, and all taxes,
contributions and withholdings under all applicable federal, state, or local
laws or regulations, and insurance coverage
(including workers' compensation) related thereto.
(b) AIT will be responsible for its own expenses, wages, employee
benefits, and all taxes, contributions and withholdings under all
applicable federal, state, or local laws and regulations, and insurance coverage
(including workers' compensation) related thereto. AIT, and its employees,
subcontractors and /or agents shall at all time follow the safety policies,
rules and guidelines while on premises of any Cargo Connection Logistics
facility. Cargo Connection Logistics agrees that if any person, government
agency, or court should ever allege, claim or determine that AIT is an employer
or joint employer (for any purpose) of any person assigned by Cargo Connection
Logistics to perform services pursuant to this Agreement, Cargo Connection
Logistics will indemnify, defend and hold AIT harmless from and against any and
all Claims (as defined in Section 8 hereof) related thereto.
3. Rates, Fees, and Charges
(a) In consideration of the services to be performed by Cargo
Connection Logistics, AIT shall pay Cargo Connection Logistics the fees set
forth in Exhibit A attached hereto.
(b) AIT acknowledges that Cargo Connection Logistics will subcontract
the performance of some or all of the Services, and that the rates charged
correlate to the rates currently charged by such subcontractors. Therefore, the
aforementioned rates, fees, charges, and rules are subject to change due to
corresponding changes imposed by the subcontractors, but no more frequently than
once every 6 months. Any such changes in the rates attached as Exhibit A of this
Agreement must be made in writing and authorized by a representative of both
parties. Additional rates and charges can be negotiated between Cargo Connection
Logistics and AIT and must be confirmed in writing.
4. Payments. Cargo Connection Logistics and AIT agree that AIT shall be
responsible for payment of all of Cargo Connection Logistics' rates, fees,
and charges under this Agreement as defined in Exhibit A. Cargo Connection
Logistics shall invoice AIT on a weekly basis, and AIT shall pay such invoices
directly to Cargo Connection Logistics within twenty (20) days of the invoice
date.
5. Claims for Non-Payment.
(a) Provided AIT has met the payment obligations contained herein,
Cargo Connection Logistics shall indemnify AIT and hold AIT harmless from
and against any Claims (as defined in Section 6) for non-payment or underpayment
by a vendor used by Cargo Connection Logistics for logistics services hereunder.
(b) AIT shall not withhold of or offset payment for claims against
Cargo Connection Logistics without prior authorization in writing.
6. Indemnification.
(a) Cargo Connection Logistics shall indemnify and hold harmless AIT
from and against all loss, damage, fines, expenses, actions and claims for
injury to persons (including injury resulting in death) and damage to property
("Claims") arising out of or in connection with Cargo Connection Logistics', its
agents' or employees' discharge of its duties and responsibilities as specified
in this Agreement (including, without limitation, third party Claims and Claims
by Cargo Connection Logistics subcontractors in respect of non-payment of such
subcontractor's fees) except to the extent such injury or damage is caused or
contributed to by the negligence of AIT, its agents or employees.
(b) AIT shall indemnify and hold harmless Cargo Connection Logistics
from and against all Claims arising out of or in connection with AIT, its
agents' or employees' discharge of its duties and responsibilities as specified
in this Agreement, except to the extent such injury or damage is caused by or
contributed to by the negligence of Cargo Connection Logistics, its agents or
employees.
(c) The provisions of this Section 8 shall survive termination of the
Agreement.
7. Insurance.
(a) During the term of this Agreement, Cargo Connection Logistics, at
its sole expense, shall maintain liability insurance with an insurer insuring
Cargo Connection Logistics against liability and claims for injuries or death of
persons and damage to
property in combined single limits of not less than $1,000,000. Cargo Connection
Logistics shall also maintain at its sole cost and expense with a reputable
insurer any additional insurance required by applicable laws, rules and
regulations for the term of this Agreement.
(b) During the term of this Agreement, AIT, at its sole expense, shall
maintain liability insurance with an insurer insuring AIT against liability
and claims for injuries or death of persons and damage to property in combined
single limits of not less than $1,000,000. AIT shall also maintain at its sole
cost and expense with a reputable insurer any additional insurance required by
applicable laws, rules and regulations for the term of this Agreement.
(c) AIT shall schedule Cargo Connection Logistics as an additional
insured on an AIT workers' compensation policy
8. Term and Termination.
(a) The terms and conditions of this Agreement commence on the date of
the Agreement. AIT shall have the right to review this Agreement for six
(6) months proceeding the initial date of Agreement. The rates in Exhibit A will
be negotiated annually on _________. AIT shall give sixty (60) days written
notice if not renewing this Agreement, otherwise renewal will be automatic,
beginning on the anniversary of the original Agreement date, for another one (1)
year period. Cargo Connection Logistics will provide to AIT written notice
Thirty (30) days in advance of any rate increases.
(b) Either party may terminate this Agreement:
(i) immediately following written notice of a material default of
its obligations hereunder provided that (1) the defaulting party
receives notice of termination containing a complete description of
the default and (2) the defaulting party fails to cure such default
within thirty (30) days of written notice or ten (10) days of such
notice if the default is nonpayment;
(ii) immediately upon the insolvency of the other party, any
assignment
of the other party for the benefit of its creditors, or the
failure of the other party to vacate the appointment of a receiver
or trustee for any part or interest of its business within 30 days
from the date of such appointment;
(iii) as provided in Section 2.
9. Notices. Notices given by one party to the other under this Agreement shall
be in writing and shall be delivered personally, sent by facsimile, express
delivery service, certified mail or first class U.S. mail postage prepaid and
addressed to the respective parties as follows:
If to Cargo Connection Logistics: If to AIT:
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Vice President Xxxxx Xxxx Vice President
000 Xxxxxxx Xxx. 000 Xxxxxxx Xx.
Xxxxxx, XX 00000 Xxxxxx, XX 00000
or to such other address as either party shall designate by proper notice.
Notices will be deemed given as of the earlier of a) the date of actual receipt,
b) the next business day when notice is sent via express mail, personal delivery
or facsimile or c) three (3) days after mailing in the case of first class or
certified U.S. mail.
10. Nonexclusive Agreement
(a) It is agreed and understood between the parties hereto, that Cargo
Connection Logistics is free to provide similar services to customers other than
AIT pursuant to any separate agreements.
(b) It is agreed and understood between the parties hereto that AIT is
free to procure similar services from vendors other than Cargo Connection
Logistics pursuant to any separate agreements.
11. Force Majeure. If any party to this Agreement is unable to meet its
obligations under this Agreement as a result of flood, earthquake, storm, other
acts of God
including: fire, derailment, accident, strike, lockout, explosion, war,
insurrection, riot, embargo, terrorist activity, act of government or
governmental agency or other similar cause beyond the reasonable control ("Force
Majeure") of the parties, such party will be excused from performing its
obligations (except AIT obligations to pay indebtedness hereunder) for the
duration of the Force Majeure.
12. Arbitration, Damages and Attorneys Fees.
(a) Except as set forth in this Section 12, the parties agree that any
disputes between AIT and Cargo Connection Logistics concerning the meaning
of this Agreement or concerning their rights, obligations or performance
hereunder, shall, at the request of either party, be submitted to binding
arbitration pursuant to the Commercial Arbitration Rules of the American
Arbitration Association ("AAA"). Disputes shall be decided by an arbitrator
chosen in accordance with the AAA rules then in effect, such arbitrator to have
knowledge and experience in the logistics industry.
(b) This Agreement shall be subject to and governed by and interpreted
and construed in accordance with the laws of the state of New York
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
AIT CARGO CONNECTION LOGISTICS
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By: /s/ Xxxxx Xxxx By: /s/ Xxxxxxx X. Xxxx
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Title: VP Field Ops Title: VP
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Date: April 13, 2007 Date: 04-13-07
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