Understanding 3PL Service Agreement Templates

The supply chain is so complex that even the biggest businesses outsource some of their processes to other companies. You must sign agreements with the manufacturers, vendors, suppliers, and logistics service providers to ensure that the service level agreements do what you want them to do. The provisions of these contracts vary according to the client’s market niche and the logistics services it needs.

What is a 3PL Service Agreement Template?

When a company hires another entity to provide logistics services for it, this is called third-party logistics, also known as 3PL. If you Google any topic related to logistics, you will find that most major companies in a variety of sectors use 3PL. In business, airtight contracts with lots of details are the surest way to avoid trouble. If you simply base your business relationship on a verbal agreement or vaguely written contract, you are asking for risk, conflict, legal disputes, and financial losses. Do not simply let a carrier start providing transportation, shipment, or delivery services for you without first signing a logistics contract.

A 3PL service agreement outlines the business relationship between your company (the client) and the company that will be providing logistics services for you. At minimum, this document should list the names and contact information of the parties (you and the logistic service provider) and the services the logistics service provider will provide. It should also contain clauses about when the agreement begins and ends, how much you will pay for the services, and the consequences if one of the parties does not fulfill its contractual obligations or is not in compliance with the terms of the contract.

In other words, a 3PL service agreement needs all the elements of business agreements. Therefore, downloading a PDF file of a 3PL service agreement template is a good place to start when drafting your agreement.

Drafting a Third-Party Logistics Agreement

No two business agreements are alike. The main limitation of using a downloadable 3PL logistics agreement template is that they are too generic. All business agreements must respect the law and serve as a basis for contract negotiations, but your 3PL logistics agreement should also include detailed definitions related to the specific activities in which the parties are agreeing to engage. For example, these documents should clearly identify the names and taxpayer ID numbers of the companies involved as well as the contact information of the employees or partners who are signing the agreement on behalf of the company.

Next, it is time to outline the main terms of the agreement. What will the service provider do for the client? How much must the client pay? Must the client provide the service provider with any equipment to fulfill its tasks?

The biggest failure of most do-it-yourself business agreements is their failure to address all the legal nuts and bolts. If contract templates contain these provisions at all, it is probably just a legal boilerplate that is not specific enough to protect you from liability in the event of a dispute or a breach of contract. For example, what is the deadline to give notice in writing if one party wants to terminate the contract early without paying a penalty? Which party is responsible for paying for the insurance that covers loss or damage to the client’s merchandise when it is in the custody of the carriers? The contract should also contain language about which state’s laws have jurisdiction to rule on lawsuits arising from the contract. Must the parties consent to arbitration in accordance with the provisions of the contract before they have the right to file a lawsuit?

3PL Service Agreement Template Sample Download

It is possible to find downloadable forms that you can use as a starting point for your agreement with a 3PL service provider. The details of the agreement will be different depending on the services you are outsourcing. For example, is the 3PL service provider warehousing your items in its own facility, or is it handling order fulfillment, inventory management, pick and pack in your company’s own warehouse? Is it tracking orders and reporting them to the client, or is it transporting shipments of freight directly to customers?

Key Terms in a 3PL Service Agreement

Your 3PL agreement should identify the parties to the agreement and specify when and how each party shall perform its duties. It should specify what changes to the agreement one party can do at its discretion, and which ones it can only do with the approval and consent of both parties, including but not limited to adding more parties to the contract or extending the term of the contract.

The 3PL service agreement should state the expectations about invoicing and payment. If one party loses its ability to continue the performance of its contractual responsibility, the contract should contain a reference to the first step each party should take. It should indicate which documentation is necessary to show receipt and approval of the contract. The dispute resolution portion of the contract is the most challenging to write.

Procurement Logistics

Procurement logistics is the phase of operations that deals with getting the materials you need to the right location. The supplies that clients might be procuring could be raw materials, parts to assemble in consumer goods, and even finished products to ship to consumers. The availability and cost of certain goods, especially raw materials, are sometimes outside the control of the parties to the contract. The contract should contain instructions for a system of notification and negotiation about the fluctuation of prices in response to the changing costs of materials.

Production Logistics

Production logistics deals with the aspects of projects that handle the production of goods and the processing of materials. You might wish to outsource this part of the project to facilities with a lot of specialized experience with these procedures. You can ensure that this part of the work meets safety standards when you outsource it to companies with the capabilities to produce goods at the volume, weight, sizes, and quantity that you need for reasonable rates. These companies will likely also have streamlined systems for pricing, tracking expenses, and collecting payments. You can simply trust that you will receive the products in the amount ordered and then pay the invoice and be sure that the workflow will proceed to the next stage smoothly.

Distribution Logistics

Distribution logistics deals with the manner in which the goods travel to the people all over the world who order them. In the interest of customer service, it is a good idea if you store your products in various warehouses. This requires the outsourcing of warehousing unless your company has enough resources to own and operate multiple warehouses.

Effective distribution logistics requires you to compile and study a lot of data. Consultants can analyze your data and give you advice about how best to meet the demands of customers while keeping your costs low. In addition to the consultant’s recommendations, you should solicit suggestions from customers about the accuracy of orders and the assistance they receive. You should also compile data about damages to property during the delivery process. If you take all of these KPIs into account, you can make the best decisions about your distribution logistics strategy.

Reverse Logistics

The purposes and intended results of reverse logistics are the same as any other aspect of logistics, except that the process moves in reverse. Customers send items back to distribution warehouses. The company processes the claims and sends payment back to the customers, or else sends them a replacement article to compensate for the defective one, in the case of exchanges.

This is the most common type of reverse logistics, but there are also others. For example, some categories of reverse logistics involve warehouses sending unsold or unsatisfactory products back to production plants. The efforts required for reverse logistics seem more burdensome than for other types because no one profits.

Critical Areas to Consider in a 3PL Service Agreement

A 3PL service agreement should be concise and readable. It should have the company name and contact information on a title page. The next part should be a checklist of instructions that the parties need to do to complete the agreement. This way, you can help the service provider achieve the agreement correctly and minimize delays.

Termination Rights

To be sufficiently detailed, a 3PL service agreement might be multiple pages long; this is just the nature of legal contracts. It is only fair if both parties have the choice to terminate the contract ahead of schedule. The contract should specify what each party must do to accomplish this and whether the other party is entitled to compensation.


The agreement should state the situations in which one party is not liable for financial losses incurred by the other party. These situations often include force majeure events, which are adverse events beyond the control of the parties. They include shortages of materials due to natural disasters or disruptions caused by wars.

Protection Against Double Payment

The agreement should include a detailed outline of the procedures for collecting payment. This ensures that the party receiving money gets their payment on time and that the payments collected are accurate. Insufficiently detailed agreements can lead to double payment and other mix-ups that can cause delays and confusion and harm the business relationship.

Key Takeaways

Outsourcing is the key to scaling your business, and you will need to rely on other companies to manage various parts of your supply chain logistics. Each company that provides logistics services with you should sign a 3PL service agreement to govern the business relationship between your company and the service provider. You can find 3PL service agreement templates available for download online, but you should modify them so that they are specific to the services you are outsourcing. It is also a good idea to have a business law attorney review your 3PL service agreement before you sign it.

Frequently Asked Questions

A truly successful business agreement must go through a few rounds of apparently picky questions to ensure that your agreement covers all of the situations in which you might need to resolve a dispute arising from the agreement. These are some questions that eCommerce business owners frequently ask when entering into service agreements to outsource their logistics services:

How Can I Ensure a Fair 3PL Contract?

It is the fine print about legal procedures that separates a fair contract for an unfair one. Anyone can write a contract agreeing that Party A will perform the following services for Party B, and Party B will pay Party A X amount of money, and the courts will probably enforce it. Fairness comes in the contractual procedures, though. What should they do to modify the terms of the contract if necessary? How should the parties repair a breach of contract? Which situations absolve the parties of liability if they cannot perform their contractual obligations? Should they resolve disputes through arbitration or litigation? If litigation is an option, which courts should have jurisdiction to rule on lawsuits arising from the contract?

What are Common Pitfalls in 3PL Contract Negotiation?

Money is the main reason that contract negotiations fall apart. Often, the service provider wants the client to pay more, or the client wants to pay less. In order to arrive at a price that is acceptable to both parties, they might have to change other terms of the contract.

How Can I Protect My Business in a 3PL Contract?

You can protect your business in a 3PL contract by making your contract as specific as possible instead of just using a generic one. You should also go over your contract with a lawyer before you sign.

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