【正文】 Y NAME] concludes that there has been a breach of the representations and warranties set forth in this Section 17, it may terminate this Agreement without further liability or obligation to pay any fees, which are associated with the activities that caused such breach. 18. GLOBAL CONDITIONS Logistics Service Provider also agrees to provide services to overseas subsidiaries or affiliates of [COMPANY NAME] in any non[COUNTRY] trades in which Logistics Service Provider operates. These services shall be provided by Logistics Service Provider, or its subsidiaries or affiliates, pursuant to a separate agreement containing the same, or substantially the same, terms and conditions as this Agreement. The rates in all such agreements, including this one, shall be calculated on the basis of [COMPANY NAME]’s total volumes handled by Logistics Service Provider, its subsidiaries and affiliates, throughout the world. Neither Logistics Service Provider nor [COMPANY NAME] shall be the guarantor of the performance of their respective subsidiaries and affiliates under these separate agreements, provided, however, that Logistics Service Provider shall be the guarantor of the rate obligations set forth in this Section. 19. NONASSIGNABILITY The rights and obligations of this Agreement are personal to Logistics Service Provider and [COMPANY NAME] and this Agreement shall not be assignable or otherwise transferable by either party, in whole or in part, without the written consent of the other party, provided that [COMPANY NAME] shall have the right to assign this Agreement, in whole or in part, to any entity controlling, controlled by, or under mon control with [COMPANY NAME]. 20. CONFIDENTIALITY [COMPANY NAME] agrees to abide by the provisions set forth in any separately agreed confidentiality agreement between them. If no such separate agreement exists, they agree to abide by the following. As part of the business relationship between [COMPANY NAME] and Logistics Service Provider, Logistics Service Provider may be in, or e into, possession of information or data which is not available to the public and which constitute trade secrets, knowhow, and confidential information or are otherwise considered secret by [COMPANY NAME] (hereinafter “Information”). In consideration of the receipt of such Information and the benefits it receives under this Agreement, Logistics Service Provider agrees to maintain such Information in the utmost of confidence。 processing visas and work orders。 (iii) insuring that all service requirements of this Agreement are performed satisfactorily. The Account Manager will meet with [COMPANY NAME]’s management on a regular basis to discuss Logistics Service Provider’s performance and service levels. Contract for Logistics Services Page 3 of 14 (b) Procedures and Metrics. Logistics Service Provider and [COMPANY NAME] shall cooperate in developing and continually improving the SOP for activities under this Agreement. Logistics Service Provider and [COMPANY NAME] shall also agree on performance levels and service quality criteria (“Service Standards”) to measure and evaluate Logistics Service Provider’s services under this Agreement. These Service Standards shall be made a part of the SOP in Exhibit A [Note: Exhibit A already used for [COMPANY NAME] affiliate listings]. Logistics Service Provider will provide reports in a format and at intervals determined by [COMPANY NAME] measuring its performance under the Service Standards. [Note: We have not reviewed SOPs or Service Standards] 6. COMPENSATION AND PAYMENT (a) [COMPANY NAME] agrees to pay to Logistics Service Provider the rates and charges set forth in Exhibit B, attached hereto and incorporated herein by reference, as full and plete pensation for the services to be provided hereunder. Such rates may be amended or changed only with the mutual written agreement of both parties. (b) Logistics Service Provider shall invoice [COMPANY NAME] within two to five business days of the end of each week for all pensable services performed during that week. Invoices shall be in the form attached to this Agreement as Exhibit C. Payment of each invoice shall be made by [COMPANY NAME] within [NUMBER] days following receipt. Logistics Service Provider agrees that no penalties or interest will be assessed to [NUMBER] days for past due amounts. 7. INDEPENDENT CONTRACTOR Logistics Service Provider is an independent contractor and shall have sole and exclusive control over the manner in which it, its employees and agents perform the services to be provided under this Agreement. Logistics Service Provider shall have the right to engage and employ such individuals and agents as may be necessary in connection with the services to be provided under this Agreement, provided that such individuals and agents shall be subject to control, contractual or otherwise, solely and exclusively by Logistics Service Provider. 8. LIABILITY (a) Logistics Service Provider agrees that it will be fully responsible, without limitation, for any loss or damage to [COMPANY NAME]’s cargo while such cargo is in the possession or control of Logistics Service Provider. Logistics Service Provider’s liability shall be for the cost of the cargo plus any expenses incurred by [COMPANY NAME] pertaining to the cargo to the time of the loss or damage including, without limitation, duties, transportation charges, forwarding and brokerage fees, etc. This provision shall not limit or detract from [COMPANY NAME]’s right to assert claims against other parties for the same damages including, without limitation, the ocean carrier under whose through bill of lading the cargo is carried. (b) Logistics Service Provider agrees that it will also be liable, without limitation, for any direct ex