Terms and Conditions
nominating Alaska Maritime Agencies and or any of its related companies ("Alaska Maritime") to act
as Agent, Principal agrees to the following terms
1. Principal shall remit funds requested to cover estimated disbursements prior to vessel arrival. Agency fee is based on vessel's arrival pilot station until dropping outward pilot. Principal shall reimburse Agent for actual expenses incurred in sending and maintaining necessary attendants where offices are not located. When Agent is required to furnish services in connection with extraordinary matters such as major repairs, casualties, classification surveys, general average, maritime lien litigation, governmental penalties, etc., actual costs and fees commensurate with the services involved shall be paid by Principal as incurred. Agent's expenses shall be reimbursed by Principal, including communications, ships' mail, staff overtime, customs charges, copying, transportation and other expenses related to the vessels' call.
2. Agent is authorized to agree to customary terms and provisions in the Port area as provided by contracts, tariffs, and applicable laws. When arranging for berths, pilots, tugs or other services which are provided under contract or law which purports to limit the liability of the service providers, Agent will not procure any additional insurance on behalf of vessel or Principal unless such additional insurance is specifically requested in writing and paid for prior to vessel arrival. Principal is hereby notified that in some cases services arranged may be subject to annual volume commitments by Agent and Agent is entitled to any benefits of such commitment at its sole discretion.
3. PRINCIPAL SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS GENERAL STEAMSHIP FROM AND AGAINST ALL EXPENSES, CLAIMS AND LAWSUITS OF WHATSOEVER NATURE (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, NONPAYMENT, INJURY, DEATH, OR PROPERTY DAMAGE), ALLEGED TO ARISE OUT OF OR RELATE TO OPERATIONS OR CONDITIONS CONNECTED WITH THE VESSEL, CREW, OWNERS, OPERATORS, INDEPENDENT CONTRACTORS, CHARTERERS OR CARGO. In the event charges/penalties are assessed against bonds provided on behalf of vessel/cargo by Agent or its sub-contractor, Principal shall promptly arrange U.S. collateral security to cover bonding exposure. Principal shall pay all costs incurred by General Steamship in collection of its fees and costs and enforcement of its indemnity rights, including reasonable attorney's fees, and shall pay interest on all unpaid amounts outstanding 30 days after accounts are rendered, at 18 percent, compounded annually. In the event of an oil spill or other incident requiring notice to governmental authorities under applicable law, Agent is authorized by Principal and the vessel to make such required notification. Agent shall have a lien against the vessel and its documents for all unpaid agency fees, un-reimbursed expenses and obligations incurred on behalf of vessel.
4. Proprietary Rights
All information (including the pro forma DA and final DA) provided by the Agent is a trade secret and the sole and exclusive intellectual property of Agent. Agent retains sole and exclusive ownership and all right, title and interest in and to all trade secrets and all other intellectual property, and Principal agrees that such is privileged between the Agent and the Principal. There are no licenses, transfers and/or assignments granted under these Terms and Conditions, whether express or implied. Principal agrees that the Agent's trade secrets and intellectual property may not be disclosed, shared or used for any purpose, including but not limited to statistical analysis, other than settlement of a particular voyage disbursement account, without the express written permission of the agent. Principal further agrees to give notice of these Terms and Conditions to all of its service providers, agents, servants and contractors, and to guarantee that they will be bound hereby.