How to Draft a Logistics Services Agreement (2026 Template and Clauses)

A logistics services agreement is the contract between a company (the customer) and a logistics provider, often a third party logistics or 3PL company, that moves, stores, handles and sometimes manages the flow of the customer's goods. It covers transport, warehousing, inbound and outbound handling, customs and freight forwarding, and increasingly value added services like kitting, labelling and returns. The agreement matters because logistics is where goods are most at risk of loss, damage and delay, and where liability can be sharply limited by law and by contract. This guide explains what a logistics services agreement must cover, the clauses that cause the most disputes, and gives a usable drafting skeleton. It is general information and not legal advice; carriage and logistics are heavily regulated and the liability rules differ by mode and jurisdiction, so confirm the local position before relying on any clause. ## What is a logistics services agreement, and when do you use one? Use a logistics services agreement when you outsource some or all of your supply chain operations to a provider on an ongoing basis. It is broader than a single carriage contract or a single warehousing lease, because a 3PL often performs several functions at once: transport, storage, handling and information. It helps to be clear about what the agreement is and is not. - Logistics services (3PL) agreement: a managed, ongoing service across transport, warehousing and handling, usually with service levels and a charges schedule.

• Carriage contract: the movement of goods from A to B, governed by mode specific rules (road, rail, sea, air) and often by international conventions.
• Warehousing agreement: the storage and handling of goods at a facility, governed largely by the law of bailment. A logistics services agreement often sits on top of these, pulling them into one managed relationship. A master services agreement with statements of work or service schedules is a common structure. ## What clauses must a logistics services agreement contain? A strong logistics services agreement covers the following. ### Parties, term and structure Identify the parties, set the term and renewal, and define the structure (a master agreement with service schedules or statements of work for each service or site). ### Scope of services Describe the services precisely: transport modes and lanes, warehousing and storage, handling, order fulfilment, customs clearance, freight forwarding, returns and any value added services. Attach a detailed scope as a schedule so there is no argument about what is included. ### Service levels and key performance indicators Define measurable service levels: on time delivery, order accuracy, inventory accuracy, dock to stock time, damage rates. Set how they are measured and reported, and the consequences of missing them (service credits, remediation plans, step in or termination rights for persistent failure). ### Charges, rate cards and adjustment Set out the charges: rate cards by lane or activity, accessorial charges, minimum volumes, and how rates change (fuel surcharge mechanisms, indexation, annual review). Define invoicing, payment terms and audit rights over charges. ### Liability for loss, damage and delay This is the most important clause in logistics. Liability for loss or damage to goods is often limited by mode specific conventions and statutes, for example by weight or by package, under regimes such as the CMR for international road carriage, the Hague Visby Rules for sea carriage, the Montreal Convention for air carriage, and national statutes such as the Carriage by Road Act 2007 and the Multimodal Transportation of Goods Act 1993 in India. The contract should state the liability regime, any agreed limits, the exclusions (consequential loss, delay) and whether the customer can declare a higher value or insure separately. Do not assume full value recovery; in many cases the carrier's liability is capped by law. ### Title, risk and insurance State who bears the risk of goods at each stage and who insures them (goods in transit cover, warehouse cover, public liability). Require evidence of insurance and keep certificates current. ### Customs, duties and compliance Allocate responsibility for customs declarations, duties and taxes, trade compliance (sanctions, dangerous goods, export controls) and the accuracy of information each party provides. ### Equipment, systems and data Address use of the provider's warehouse management and transport systems, data sharing and integration, data protection and security, and ownership of the data generated. ### Inventory, stock and reconciliation For warehousing and fulfilment, set stocktaking rights, shrinkage allowances, reconciliation procedures and responsibility for inventory discrepancies. ### Subcontracting Logistics providers routinely subcontract carriage. State whether and how they may subcontract, and keep the provider responsible for its subcontractors' performance and liability. ### Indemnity and limitation of liability Allocate indemnities (for example for the customer's unsafe or misdescribed goods, and for the provider's negligence) and set an overall limitation of liability consistent with the mode specific caps. ### Force majeure and business continuity Define force majeure and require a business continuity and disaster recovery plan for critical operations. ### Term, termination, exit and transition Grounds for termination, and crucially a transition or exit assistance clause: on exit, the provider must hand back goods, data and systems access and cooperate with the move to a new provider so the supply chain is not disrupted. ### Dispute resolution and governing law Governing law, jurisdiction, and arbitration or court, bearing in mind that mode specific conventions may impose their own jurisdiction and time bar rules (which can be very short). ## A usable logistics services agreement skeleton 1. Title and date

2. Parties
3. Recitals
4. Definitions and interpretation
5. Structure (master agreement plus service schedules)
6. Scope of services (schedule)
7. Service levels, KPIs and service credits
8. Charges, rate card and adjustment
9. Invoicing, payment and audit
10. Liability for loss, damage and delay (with the applicable carriage regime)
11. Title, risk and insurance
12. Customs, duties and trade compliance
13. Systems, data and data protection
14. Inventory and reconciliation (for warehousing or fulfilment)
15. Subcontracting
16. Confidentiality
17. Indemnity and limitation of liability
18. Force majeure and business continuity
19. Term and termination
20. Exit assistance and transition
21. Dispute resolution and governing law
22. General clauses (notices, assignment, entire agreement, variation)
23. Schedules (scope, SLAs, rate card, insurance, data processing) ## How does a logistics services agreement differ by mode and jurisdiction? The commercial structure is similar everywhere, but liability turns on the transport mode and the law. - By mode: road, rail, sea and air each have their own liability conventions and limits. International road carriage often falls under the CMR, sea carriage under the Hague, Hague Visby or Rotterdam rules, and air carriage under the Montreal Convention. Multimodal movements combine them.

• India: domestic road carriage sits under the Carriage by Road Act 2007 and its rules, and multimodal transport under the Multimodal Transportation of Goods Act 1993; warehousing engages the law of bailment under the Indian Contract Act 1872.
• Time bars: carriage conventions often impose short limitation periods (sometimes one year) for claims, which the contract cannot ignore. Confirm the modes involved, the applicable conventions and the governing law before relying on your liability and claims drafting, and verify the depth of local support where operations span several countries. ## Drafting, reviewing and tracking a logistics agreement in one workspace Drafting a logistics services agreement from a reliable template, reading a 3PL's draft clause by clause for the risky terms (liability caps, service credits, subcontracting, exit assistance), keeping versions straight through negotiation, and then tracking the obligations once signed (SLA reporting, rate review dates, insurance certificate renewals, notice and exit windows) is work most supply chain and legal teams do by hand across documents and spreadsheets. It is also work an AI contract workspace can hold in one place. A system like Adira can draft from a brief and your preferred positions, read a provider's draft and flag where liability, service level or exit terms sit against your interests clause by clause, let you edit clauses in plain language with a clear diff, and pull the dated obligations (reporting dates, rate reviews, insurance expiries, notice windows) into a tracked timeline with reminders. The idea is simple: the drafting, review, version control and tracking a logistics relationship needs can live in one workspace tuned to how your company contracts, rather than scattered tools. Have the final agreement reviewed by qualified counsel before signing.