Re: SOLAS Amendments - Hold Harmless and Signature Authorization

[Insert Date]

[Insert Address]

Attn: [Insert Contact]

Re: SOLAS Amendments - Hold Harmless and Signature Authorization

Dear [Insert Contact]:

By way of background, the International Convention for the Safety of Life at Sea (“SOLAS”) is an international maritime treaty which requires signatory flag states to comply with minimum safety standards in construction, equipment and operation of ocean vessels. In 2014, the International Maritime Organization (“IMO”) amended SOLAS to require, as a condition for loading a packed container onto a vessel for export, that the container has a “verified gross mass (weight).” Those amendments (the “SOLAS Amendments”) will be legally effective on July 1, 2016.

As a result of the SOLAS Amendments, Kuehne + Nagel developed and implemented policy requiring its customers to, among other things, weigh, and subsequently verify the gross mass of their containers (electronically in KN’s VGM Portal, or otherwise) prior to Kuehne + Nagel providing the container and corresponding weight to the ocean carrier for loading.

Where, due to unique operational circumstances or commercial impracticability, customers have requested that Kuehne + Nagel undertake - and Kuehne + Nagel has agreed to undertake - certain elements of the weighing and/or data submission process, Kuehne + Nagel will only do so where principal responsibility for SOLAS compliance remains with the shipper.

Accordingly please have the attached Hold Harmless and Signature Authorization Agreement signed by an authorized representative of your Company, acknowledging our shared understanding with respect to the SOLAS Amendments.

Thank you very much.

Very truly yours,

Kuehne + Nagel Ltd.

Tadhg Meaney

President

6-2-1 Toyo, Koto-ku, Tokyo

135-0016, Japan

HOLD HARMLESS AND SIGNATURE AUTHORIZATION AGREEMENT

THIS HOLD HARMLESS AND SIGNATURE AUTHORIZATION AGREEMENT (“Agreement”) is entered into this ___ day of Month_____ 20__ by and between Kuehne + Nagel Ltd. with a principal place of business at 6-3-2 Toyo, Koto-ku, Tokyo 135-0016, Japan (“Company”) and [Insert Customer], having a place of business at [Insert Address] ("Customer").

WHEREAS, Company currently provides ocean freight forwarding, NVOCC and related logistics services for Customer at various Company operated logistics facilities; and

WHEREAS, Customer has requested that Company undertakes certain additional shipment weighing and/or VGM data submission tasks related to compliance with the SOLAS Amendments (as that term is hereinafter defined), and Company has agreed to perform such services on the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, the parties agree as follows:

1.  Services. This Agreement contains terms and conditions upon which Company will perform the following FCL or LCL “Weighing Services” and/or “Data Entry” services on certain shipments arranged and/or coming into its possession (the “Services”). Customer has requested that Company perform the Services to enable it to comply with the SOLAS Amendments[1].

Services consist of Company performing the following tasks: (stipulate details below)

______

·  Company will arrange for its designated trucker to pick up a container at Customer’s designated location

·  Company will then arrange that the trucker will stop at a weighing station en route to the terminal, storage or other loading point – weigh the truck – and print out a paper weight ticket

·  Company will then arrange that the trucker send an electronic image of the weight ticket to Company, deducting the total weight of the truck, chassis and fuel, resulting in the Verified Gross Mass (“VGM”).

·  Company will then input the VGM on behalf of, and in the name of Customer as further set forth in Section 2.

2.  Indemnity. To the fullest extent permitted by law, Customer shall indemnify, defend and hold harmless Company, its agents, officers, directors, employees, successors and assigns from and against any and all liabilities, obligations, claims, demands, causes of action, losses, expenses, damages, fines, assessments, awards, deficiencies, judgments, settlements and penalties brought against Company and arising out of or relating to Company performing the Services, including any claims by Carriers, government entities, Customer or Customer’s customers or consignees that such Services do not comply with the SOLAS Amendments, or have resulted in delay of any kind. Except in cases of adjudicated gross negligence or willful misconduct, Company shall not be held liable for any claims arising out of improperly performed Services – and in any event, such Services shall be governed by the limitations contained in the FIATA Model Rules for Freight Forwarding Services as adopted by Kuehne + Nagel annexed hereto.

3.  This Agreement shall commence as of the date it is last signed and shall continue for as long as Company is performing the Services.

4.  In the event that anyone or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without invalidating the remainder of such provision or provisions or the remaining provisions of this Agreement, and such invalid, illegal or unenforceable provision or portion thereof shall, to the maximum extent possible, be substituted by (an) enforceable provision(s) that preserve(s) the original intentions and economic position of the parties.

5.  This Agreement shall be governed in all respects by the laws of Japan without regard to its conflicts of laws rules. Claims shall be brought exclusively in the jurisdiction of the Tokyo District Court. .

6.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate by placing the signatures and seals. Each party shall keep one copy thereof. .

KUEHNE + NAGEL LTD. CUSTOMER

By: ______By: ______

Name: ______Name: ______

Title: ______Title: ______

By: ______

Name: ______

Title: ______

[1] In 2014, the International Maritime Organization (“IMO”) amended the International Convention for the Safety of Life at Sea (“SOLAS”) to require, as a condition for loading a packed container onto a vessel for export, that the container has a “verified weight.” Those amendments (the “SOLAS Amendments”) will be legally effective on July 1, 2016.