Drafting Transportation Contracts: Negotiating Key Terms in Shipper, Carrier, and Broker Agreements
Minimizing Liability Exposure in the Event of Loss, Damage, or Non-Delivery of Goods
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will guide counsel in drafting transportation agreements governing the shipping of commercial goods from manufacturers to distributors to retailers. The panel will discuss best practices for negotiating contract terms on behalf of carriers, shippers, and brokers and other intermediaries such as freight forwarders and non-vessel operating common carriers, to minimize liability exposure in the event of loss, damage, delay, diversion or non-delivery of goods.
Outline
- Critical provisions in transportation contracts
- Shipping Documents – bills of lading, waybills, receipts
- Limitation of Liability
- Statutory restraints on carrier liability limitations – COGSA, Hague-Visby and the Carmack Amendment
- “Himalaya” clauses extending liability limitations to subcontractors Indemnity
- Insurance
- Additional insured
- Waiver of subrogation
- Limitation or extension of carrier’s possessory lien rights
- Damages – limitations and exclusions
- Rates and payment terms
- Minimum volume commitments
- Delay provisions and Performance Indicators (KPIs)
- Disputes resolution, choice of law and forum
- Special arrangements for high-value shipments or for commodities that require special handling
- Force majeure
- Best efforts
- Key regulatory provisions
- Claims handling procedures
- Carrier safety standards
- MAP-21 and the role of the intermediary
- Contract negotiation considerations and best practices for carriers, shippers, and intermediaries
- Historical evolution and transformation of property brokers to today's complex 3PL and 4PL logistics industry
Benefits
The panel will review these and other priority issues:
- What federal, state, and international laws and conventions govern transportation contracts?
- What are the critical provisions that counsel should carefully negotiate when drafting transportation agreements?
- What are some common contracting pitfalls with transportation contracts and how can they be avoided or overcome?
Faculty

J. Michael Cavanaugh
Partner
Holland & Knight
Mr. Cavanaugh co-chairs Holland & Knight's Energy Team. His practice includes representation of clients in... | Read More
Mr. Cavanaugh co-chairs Holland & Knight's Energy Team. His practice includes representation of clients in project development transactions, principally in the areas of technology and infrastructure, including energy and utilities, transportation and communications. Mr. Cavanaugh represents both buyers and sellers in corporate and asset acquisitions and restructuring transactions. He also assists clients with international commercial transactions, including sales and distribution, joint ventures, trade regulation and establishing overseas branch operations.
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James F Mahoney, PLC
Mr. Mahoney concentrates his practice in the Trucking and Transportation Industry. He is an attorney and expert... | Read More
Mr. Mahoney concentrates his practice in the Trucking and Transportation Industry. He is an attorney and expert consultant/witness, with a significant number of well-known and terrific large and small transportation clients. Mr. Mahoney offers expertise in: FMCSA regulatory compliance; trucking operations; transport risk management; litigation management including spoliation and document retention protocols; freight brokerage and 3PL operations and exposure; international and cross-border injury and cargo claims; trucking and freight broker insurance including captives, RRGs, high retentions and collateral; owner-operator issues; trucking Workers’ Comp and property loss.
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Jameson B. Rice
Partner
Holland & Knight
Mr. Rice focuses his practice primarily on matters pertaining to the transportation industry, with experience in rail,... | Read More
Mr. Rice focuses his practice primarily on matters pertaining to the transportation industry, with experience in rail, intermodal (multimodal), and road transportation, as well as unmanned aircraft systems (UAS or drones). His experience includes transactional and regulatory matters as well as litigation and dispute resolution. Mr. Rice is a frequent author and lecturer on emerging UAS issues, among others.
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