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**Answer must be in short essay form. No less than 1 1/2 paragraphs per question.

Please consider the following information:

Marlex Transport (MT) is a $3BB company operating in Houston, Texas. As a transport company, MT seeks to get into the freight rail market and become a commercial distributor of Oil Field sludge for refinery operators.

MT enters into a contract with SLimeX (SLmX), an oil mud processor in Kentucky. SLmX enters into a commercial contract with MT for the purchase of oil mud shipping and clean liquid processing with MTClean, a registered product and service process for oil mud industry players.

Please answer the following:

I. If MT enters into a commercial transaction with SLmX to solely ship and process oil mud from a facility in Kentucky to Houston, Texas, what are several considerations and contractual provisions that you would desire in the commercial shipping agreement if (a) the shipping was via rail, transport cars owned by MT and using Pacific Southern’s Rail track lines, (b) the transport would not go through residential areas, but rather commercial tracks that pass through operating facilities for risky producers of chemical and ammunition products and processes, and (c) if history determines that the risk for derailing in 40%.

II. Discuss if it would make a difference of terms would change if MT also sells SLmX MTClean as a product and agrees to process all of SLmX’s oil mud from not only Kentucky, but California, and New York? What if the shipping was performed by diesel trucks on U.S. interstates through mostly large cities.

III. Please discuss UCC provisions that should apply to the sell of MTClean between MT and SLmX. Please note that the transaction involves services too.

IV. What provisions should MT have in its agreement with SLmX in case a tort occurs (e.g., someone killed during the transport of SLmX’s oil mud) between the parties and their commercial transaction.

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