LOGISTICS SERVICES AGREEMENT

THIS LOGISTICS SERVICES AGREEMENT (the “Agreement”) is entered into

this __ day of ___________, _______, by and between

GET MOVERS LIMITED, hereinafter referred as BUSINESS/CLIENT

PROVIDER, whose registered office is located at
_________________________________________, Islamabad Pakistan

AND

___________________________, hereinafter referred as SERVICE PROVIDER,

whose registered office is located at ________________________________________.

WHEREAS;

BUSINESS PROVIDER is a company whose core activity is to provide the

clients and that it has suffice and necessary elements as to comply with the
obligations agreed herein.

SERVICE PROVIDER is a Logistic and Transportation Company in (CITY),

Pakistan and its main activity is to provide directly or indirectly all kinds of
logistic services related to transportation, distribution and/or storage of the
goods, products, and merchandise in [mention city], and has the sufficient and
necessary knowledge, experience, personnel and equipment as to comply with
the obligations contained herein.

Both Parties undertake to observe the following clauses:

1. DEFINITIONS

The following expressions shall have the following meanings:

1.1 “Agreement” means this agreement, signed by or on behalf of both the

parties.

1.2 “Services” means the services provided by the FIRST PARTY as described
in Schedule 1.
1.3 "Fees” means the remuneration payable for the services as specified in
Schedule 2.

1.4 "Data” means all and any information, data, computer files or other
material supplied by the FIRST PARTY to the SECOND PARTY.

1.5 “Data Protection Laws” means EU Data Protection Laws and, to the extent
applicable, the data protection or privacy laws of any other country;

1.6 "Deliverables” means any software, documentation or other material

provided to the FIRST PARTY by the SECOND PARTY.

1.7 “Intellectual Property Rights” means any patent, trademark, service mark,
registered design, copyright, design right, right to extract or exploit
information from a database, database rights, know-how, confidential
information or process, any application for any of the above, and any other
Intellectual Property Right recognized in any part of the world whether or not
presently existing or applied for.

2. SERVICES
2.1. Subject to the terms of the present Agreement, the Business Provider is
obliged to provide the clients and business to the Service Provider.

2.2 Service Provider shall provide to the clients directly all kinds of logistic
services related to transportation, distribution and/or storage of the goods,
products, and merchandise in [mention city].

3. RATES
3.1. General. Subject to the provisions hereof, Service Provider shall
pay Business Provider for the Logistics Services in the amounts
set forth in, and in accordance with the provisions of, this
Agreement, without any offset or deduction except as otherwise
set forth herein.
3.2. The rates of the referrals & commissions will be in the following
manners:
a. Upto to 1 lac PKR, Business Provider shall charge 20%
commission,
b. From 1 to 5 lacs PKR, Business Provider shall charge 15%
commission, and
c. Above 5 lacs PKR, Business Provider shall charge 12%
commission.
 3.2. Payment. Business Provider shall deduct its commission while
referring a job to the Service Provider and Service Provider shall get its share
directly from the client’s account.

4. Standards of Service.

4.1 General Standard of Service. Except as otherwise agreed with

Business Provider in writing or expressly provided in this
Agreement, Service Provider agrees that the nature, quality, and
standard of care applicable to the delivery of the Logistics Services
hereunder shall be substantially the same as that of the Logistics
Services which Service Provider generally provides from time to
time, now or in the future. Service Provider shall work in good faith
with Business Provider to customize processes, including but not
limited to the inbound shipping matrix, taking into account and
incorporating reasonable suggestions made by Business Provider
in such regard. In addition, Service Provider shall proactively seek
savings in costs and expenses to the clients through efficiencies
and technologies and processes and shall inform Business
Provider. Service Provider shall inform Business Provider in writing
at least sixty (60) days in advance of any significant change it
proposes to undertake with respect to the Logistics Services
hereunder which would, in Business Provider’s reasonable
discretion, result in a material increase in the cost structure of
Logistics Services, a material change that would diminish the
Logistics Services provided to the clients, or result in any material
asset additions or material management, and in the event
Business Provider objects thereto, the parties shall work together
to equitably resolve such objection. Except as otherwise provided
in this Agreement, the parties acknowledge that the management
of and control over the provision of the Logistics Services
(including, without limitation, the determination or designation at
any time of the assets, employees and other resources of Service
Provider to be used in connection with providing the Logistics
Services) shall reside with Service Provider.

4.2 Reporting, Auditing and Review Meetings. Service Provider shall

work in good faith with Business Provider to ensure that Business
Provider has access to Service Provider reporting and records for
Business Provider related activities it needs to proactively manage
its business, which includes but is not limited to inbound,
customs, distribution center and outbound.

4.3 Business Provider shall have reasonable access to DC1 (including

inbound/outbound operations) and to any distribution center
 providing Logistics Services, at any time following reasonable
advance notice, which may be verbal.

4.4 Business Provider and Service Provider shall work together in good
faith to establish reasonable and appropriate performance against
which Service Provider shall be measured through performance
report, and Service Provider shall perform the Logistics Services in
accordance therewith. Such performance reports include without
limitation pre-pack, pre-allocation, cross dock, all necessary
details related to the job. Service Provider shall provide Business
Provider with monthly, quarterly and annual reporting which
monitors and tracks its performance against such jobs. Business
Provider may independently monitor and track such performance.

4.5 Service Provider shall provide the Logistics Services to the referred
clients in accordance with the relevant ISO Standards.

5 Limitation of Liability and Indemnification.

Limitation of Liability. Service Provider agrees that neither Business

Provider nor any of its directors, officers, partners, members, managers,
agents, and employees (each, a “Business Provider Indemnified Person”, and
collectively “Business Provider Indemnified Persons”) shall have any liability,
whether direct or indirect, in contract or tort or otherwise, to Service
Provider or any other party for or in connection with the Logistics Services
rendered or to be rendered by any Business Provider Indemnified Person
pursuant to this Agreement, the transactions contemplated hereby or any
Business Provider Indemnified Person’s actions or inactions in connection
with any such Logistics Services, except for Damages (as defined below)
arising out of or resulting from
(a) Business Provider’s breach of this Agreement,
(b) such Business Provider Indemnified Person’s violation of law,
(c) a breach of Business Provider’s representations set forth in this
Agreement, or
(d) such Business Provider Indemnified Person’s negligence or
willful misconduct.
Notwithstanding the foregoing, Service Provider expressly
agrees that the foregoing limitation of liability shall extend to the
carriers/transporter of the logistic material.
5.2 Notwithstanding anything to the contrary in this Agreement, none
of the Business Provider Indemnified Persons shall be liable for
 (and the term “Damages” shall not include) any special, indirect,
incidental, punitive or consequential damages of any kind
whatsoever in any way due to, resulting from or arising in
connection with any of the Logistics Services or the performance of
or failure to perform its obligations under this Agreement. This
limitation applies without limitation
(1) to claims arising from the Logistics Services or any failure or
delay in connection therewith;
(2) to claims for lost profits or lost opportunities;
(3) regardless of the form of action, whether in contract, tort
(including negligence), strict liability, or otherwise; and
(4) regardless of whether such damages are foreseeable or whether
the parties have been advised of the possibility of such damages.

5.3 In addition to the foregoing, each of Business Provider and Service

Provider agrees that it shall use commercially reasonable efforts to
mitigate its damages to the extent required by applicable law.

6 Indemnification.

6.1 Service Provider agrees that it shall responsible to any and all
damage, loss, liability of the client and also expense (including,
without limitation, reasonable expenses of litigation and reasonable
attorneys’ fees and expenses in connection with any action, suit or
proceeding) (“Damages”) incurred or suffered by any Business
Provider Indemnified Person or as a result of Damages arising from a
claim by a third party, in each case, arising out of or in connection
with breach of this Agreement, violation of law and warranties set
forth in this Agreement, and Service Provider’s negligence or willful
misconduct.

7 Confidential Information.

7.1 Each of Business Provider and Service Provider will keep confidential
and not use on its own behalf or disclose to any third parties any
information regarding the other party’s business, affairs or customers
(“Confidential Information”). The Confidential Information shall be
used solely in connection with this Agreement and the Logistics
Services. Service Provider and Business Provider agree to take all
necessary steps to ensure the protection of the Confidential
Information and shall in no event disclose Confidential Information to
third parties.
8. Term and Termination.
8.1 Term. This Agreement will have an initial term of approximately one
year, commencing from the signing date and ending accordingly. Following
the expiration of the Term, this Agreement shall continue, on the same
terms and conditions, and be terminable by either party upon no less than
one-month i.e. 30 days advance notice. Upon any termination of this
Agreement, Service Provider shall provide all the transition and transaction
record of the referred jobs, to the Business Provider.

8.2 Early Termination. Notwithstanding the foregoing, Business Provider

shall have the right to terminate this Agreement upon no less than one-
month i.e. 30 days advance notice.

8.3 Termination for Breach. Business Provider and Service Provider shall
each have the right to terminate this Agreement if the other party is in
material breach of this Agreement, including, with respect to a breach by
Service Provider, any monetary breach beyond the applicable cure period.
Such termination shall follow written notice to the breaching party
specifying the nature of the breach. If such breach has not been cured
within thirty (30) days after written notice of such breach is delivered to the
breaching party, (or such longer time as may be necessary because of the
nature of the breach, provided the breaching party is diligently attempting
to cure such breach and provided that no additional notice or cure period
beyond those specified elsewhere in this Agreement shall apply in the event
of a monetary default), the non-breaching party may thereupon terminate
this Agreement upon an additional ninety (90) days written notice to the
breaching party, and the non-breaching party shall be entitled to all
remedies available at law or in equity.

9. Miscellaneous.
9.1 Waiver. No purported waiver by either party of any default by the other
party of any term or provision contained herein shall be deemed to be a waiver
of such term or provision unless the waiver is in writing and signed by the
waiving party. No such waiver shall in any event be deemed a waiver of any
subsequent default under the same or any other term or provision contained
herein.
9.2. Entire Agreement. This Agreement set forth the entire understanding
between the parties concerning the subject matter of this Agreement and
incorporate all prior negotiations and understandings. There are no covenants,
promises, agreements, conditions or understandings, either oral or written,
between them relating to the subject matter of this Agreement other than those
set forth herein. No representation or warranty has been made by or on behalf
of either party to this Agreement (or any officer, director, employee or agent
thereof) to induce the other party to enter into this Agreement or to abide by or
consummate any transactions contemplated by any terms of this Agreement
except representations and warranties, if any, expressly set forth herein. No
alteration, amendment, change or addition to this Agreement shall be binding
upon either party unless in writing and signed by both parties.

9.3. No Partnership. Nothing contained in this Agreement shall be deemed or

construed by the parties hereto or by any third person to create the
relationship of employee and employer, principal and agent or of partnership or
of joint venture. Express assumes full responsibility for, and Business Provider
will have no liability with respect to, Service Provider’ employees or agents.
Subject to the provisions of this Agreement, including indemnity, Service
Provider assumes full responsibility for.
Nothing in this Agreement shall establish or be deemed to establish any
fiduciary relationship between the parties hereto. The parties’ respective rights
and obligations hereunder shall be limited to the contractual rights and
obligations expressly set forth herein on the terms and conditions set forth
herein.
9.4 Successors. Each and all of the provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and, except as
otherwise specifically provided in this Agreement, their respective successors
and assigns.
9.5 Notices. Any consent, waiver, notice, demand, request or other Instrument
required or permitted to be given under this Agreement shall be in writing and
be deemed to have been properly given only when sent by the authorized and
official e-mail, return receipt requested, postage prepaid, addressed:
9.6. Force Majeure. Neither party shall be held liable or responsible to the other
party nor be deemed to have defaulted under or breached this Agreement for
failure or delay in fulfilling or performing any term of this Agreement when
such failure or delay is caused by or results from causes beyond the
reasonable control of the affected party, including, but not limited to, fire;
floods; storms; embargoes, war or acts of war (declared or undeclared);
insurrections, riots or other civil commotions; acts of terrorism; strikes,
lockouts, or other labor disturbances; explosions; sabotage; accidents;
governmental orders; change in statutes, rules or regulations; delays by
unaffiliated suppliers or carriers; shortages of fuel, power, raw materials or
components; acts of God; or acts, omissions, or delays in acting by any
governmental or military authority, or the other party (collectively, “Force
Majeure”); provided, however, it is understood that this Section only operates
to suspend, and not to discharge, a party’s obligations under this Agreement,
and that when the causes of the failure or delay are removed or alleviated the
affected party shall resume performance of its obligations hereunder and this
Section shall not excuse a party’s obligation to pay money; provided that
Business Provider shall not be obligated to pay for any particular Logistics
Service during the pendency of Service Provider’s failure to provide such
particular Logistics Service on account of such Force Majeure event. A party
that is unable to fulfill its obligations due to any Force Majeure event shall;
a. promptly after the occurrence thereof give notice to the other party with
details of such event, and
b. work diligently and use its commercially reasonable efforts to remedy
such event as promptly as practicable, including using other distribution
centers to the extent reasonably possible during the duration of such
occurrence.

9.10. Governing Law. This Agreement shall be governed and construed by the
provisions hereof and in accordance with the laws of the Pakistan applicable to
agreements to be performed in the Pakistan, and by applicable federal law.
9.11. Severability. If any provision of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall not render the entire
Agreement invalid. Rather the Agreement shall be construed as if not
containing the particular invalid or unenforceable provision, and the rights and
obligations of each party shall be construed and enforced accordingly.
9.12. Amendment. This Agreement may not be amended or modified except in
writing signed by the parties hereto.

9.13. Authorization. It is agreed and warranted by the parties that the persons
signing this Agreement respectively for Business Provider and Service Provider
are the authorized representatives to sign this Agreement on behalf of each
such party.
9.14. Mutual Contribution. The parties to this Agreement and their counsel
have mutually contributed to its drafting. Consequently, no provision of this
Agreement shall be construed against any party on the ground that party
drafted the provision or caused it to be drafted.
9.15. Service Provider Representations. Service Provider represents that the
Logistics Services shall be provided in accordance with the terms of this
Agreement as well as ISO Standards; the Logistics Services will be provided in
a good and workmanlike manner; Service Provider shall comply with law;
Service Provider shall comply with the confidentiality provisions of this
Agreement.