Terms and Confidentiality
- The term of this Agreement shall begin on the first date written above and continue for a period of one (1) year. Thereafter, the Agreement shall automatically renew for successive one (1) year periods unless earlier terminated. Each party hereto has the right to unilaterally terminate this Agreement with ten (10) days written notice.
- If any part of this Agreement shall be held invalid or unenforceable, such determination shall not affect the validity or enforceability of any of the remaining portion.
- In addition to Confidential Information protected by law, statutory or otherwise, the parties agree that all their financial information and that of their customers, including, but not limited to freight and brokerage rates, amount received for brokerage services, amount of freight charges collected, freight volume requirements, load sheet manifests, as well as personal customer information, customer shipping or other logistic requirements shared or learned between the Parties and their customers shall be treated as Confidential and shall not be disclosed or issued for any reason without prior written consent. In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at
law, including monetary damages may be inadequate and that the Parties shall be entitled, in addition to any other remedy that they may have, to an injunction restraining the violating party from further violation of this Agreement in which case, the non- prevailing Party shall be liable for all costs and expenses incurred, including, but not limited to reasonable attorney fees.
- The parties off this Agreement are authorized to fax each other at numbers shown herein, (or otherwise, modified inwriting time to time), shipments availabilities, equipment, and rate promotions or any advisements of new services.
- This Agreement shall constitute the entire agreement between the parties on the subject covered by the Agreement and shall be construed in accordance with the laws of the State of Washington without giving effect to its conflict of law provisions. Both parties’ consent to being sued in state or federal court in Washington to enforce any provisions of this Agreement, including its freight loss and damage provisions and payment terms.
- The Intermediary shall be the exclusive point of contact with the Intermediary’s customers and is the sole party in each contract of carriage between the parties to invoice and collect from Intermediary’s customers all applicable freight charges due on loads moved by the Carrier on behalf of the Intermediary’s customer. Payment to the Intermediary by the Customer will relieve such Customer of any liability to Carrier for non-payment of freight charges.
- Unless otherwise agreed in writing, Carrier shall not knowingly solicit freight shipments from a period of one (1) year following the termination of this Agreement for any reason, from any shipper, consignor, or consignee, or other customer of Intermediary, which such shipments of shipper customer were first tendered to the Carrier by Intermediary. In the event of breach of this provision, Intermediary shall be entitled, for a period of one (1) year following delivery of the last shipment transported by Carrier under this Agreement to a commission of Twenty-five percent (25%) of the gross transportation revenue (as evidenced by freight bills) received by Carrier for the transportation of said freight as liquidated damages. Additionally, Intermediary may seek injunctive relief and, in the event, it is successful, Carrier will be liable for all costs and expenses incurred by Intermediary, including, but not limited to, reasonable attorney’s fees.