Carrier Form

1. This Agreement shall be governed by Title 49 of the U.S. Code, C.F.R. and federal common law applicable to interstate transportation of goods. CARRIER’s tariffs, circulars or service guides shall not apply unless specifically agreed to and incorporated by reference herein. This Agreement is deemed executed in BROKER’s home State of Texas in Montgomery County, Texas. The term of this agreement shall be one month from date of signing and shall continue month-to-month until written fourteen (14) day notice of termination is received.

2. CARRIER will issue a Bill of Lading in its own name for property received hereunder and shall be liable to the person entitled to recover under the bill of lading for the actual loss or injury to the property as set forth in 49 U.S.C. §14706. Even if shipper names BROKER as carrier, it is understood and agreed that CARRIER is liable for the cargo as set forth in 49 U.S.C. 14706. All duties, covenants, and terms set forth within the bill of lading are those of the shipper, carrier, and/or receiver and shall not be interpreted to be those set forth by BROKER nor to which BROKER is bound. Actual loss shall be shipper’s invoice price. Failure to issue a bill of lading does not affect the liability of CARRIER, whether said liability sounds in tort, contract, or otherwise. No shipment shall move subject to released valuation unless such limitation is set forth in writing signed by the parties. A notation by the carrier or its agent on a bill of lading or other shipping document, or a limitation of liability contained in a tariff, service guide or on a website, shall not constitute the specific agreement required. CARRIER’S cargo liability shall begin at the time cargo is loaded upon CARRIER’S equipment and continue until the cargo is delivered to the designated consignee or to any intermediate stop-off party. CARRIER is responsible for the loading and securing of all shipments and has the duty to inspect each shipment. Cargo claims shall be investigated and settled in accordance with 49 C.F.R. §370. Claims must be filed in writing with CARRIER within nine months after delivery. Suit must be instituted against the CARRIER within two years from the day written notice is given by the CARRIER to the claimant that the CARRIER has disallowed the claim in whole or in part. If CARRIER fails to acknowledge or investigate claims as required under 49 C.F.R. §370, BROKER shall be entitled to offset claims against any and all freight charges owed.

3. Insurance. Carrier agrees to provide any insurance coverage’s required by any government body for the types of transportation and related services specified in load confirmation communications received from Broker. All insurance required by this Agreement must be written by an insurance company having a Best’s rating of “B+” VII or better and must be authorized to do business under the laws of the state(s) or province(s) in which Carrier provides the transportation and related services as specified in load confirmation communications received from Broker. Carrier’s insurance shall be primary and required to respond and pay prior to any other available coverage. Carrier agrees that Carrier, Carrier’s insurer(s), and anyone claiming by, through or under Carrier shall have no claim, right of action, or right of subrogation against Broker, its affiliates, or its Customer based on any loss or liability insured under the insurance stipulated herein. Carrier represents and warrants that it will continuously fulfill the requirements of this Section throughout the duration of this Agreement. Broker shall be notified in writing by Carrier’s insurance company at least thirty (30) days prior to the cancellation, change or non-renewal of the submitted insurance policies. Carrier shall at all times during the term of this agreement have and maintain in full force and effect, at its expense, (i) Motor Truck Cargo insurance or a superior equivalent, with limits for the full value of the cargo under carriage subject to a minimum limit never less than US$100,000 per shipment, a deductible no greater than US$10,000 per shipment and at least the same coverage limit and deductible per shipment while in storage or at a storage facility enroute to the consignee, (ii) Commercial Automobile Liability insurance with a combined single limit of not less than US$1,000,000 per occurrence and without aggregate limits, (iii) Commercial General Liability insurance, in a limit of not less than US$1,000,000 per occurrence, (iv) Worker’s Compensation insurance in the amounts required by statute, and Employer’s Liability insurance with limits not less than US$500,000 per occurrence, and (v) if Carrier provides Transportation Services for hazardous materials under United States Department of Transportation (“DOT”) regulations, public insurance including Commercial Automobile insurance limits required for the commodity transported under 49 C.F.R § 387.7 and 387.9 (or successor regulations thereto) and statutory required Commercial Automobile insurance limits pertaining to the hazard classification of the cargo as defined by DOT, an MCS-90 and Broadened Pollution Liability endorsements for limits required by law and full policy limits. Carrier shall, prior to providing transportation and related services pursuant to this Agreement, name Broker, as a certificate holder, as required on the foregoing insurance policies and shall cause its insurance company to issue a certificate to Broker, evidencing the foregoing. When Carrier provides Transportation Services that involve origins and destinations solely within Canada, Carrier shall be current in its remittances to the appropriate Worker's Compensation Board of the Carrier's province, shall provide a certificate issued by the appropriate Worker's Compensation Board of the Carrier's province certifying that the Carrier is not delinquent and is current in its remittances to that authority, and shall have such other insurance or higher coverage limits required by applicable Canadian national or provincial law or regulation. Insurance will meet or exceed the requirements of federal, state and/or Provincial regulatory bodies having jurisdiction over Carrier’s performances pursuant to this agreement. During this Contract’s term, the insurance policies required hereunder and any replacement policies will (i) insure the interests of Broker and, (ii) cover all drivers, equipment and cargo used in providing Transportation Services and (iii) not contain any exclusions or restrictions as to designated premises or project, pertaining to unattended equipment or cargo, for unscheduled equipment, for unscheduled drivers or cargo, for fraud or infidelity, for tarp warranty, for wetness or dampness, for geographical location in the United States, for trailers unattached to the power unit, or for a particular radius of operation.

4. CARRIER warrants that it is an independent contractor and exercises exclusive control over its equipment, employees, and the means, manner, and methods of carrying out its contractual obligations. This includes, but is not limited to, the route, scheduling, communication, and tracking of any and all loads. BROKER may from time to time exercise one or more of the following, however such action shall not be interpreted to overrule or otherwise replace CARRIER's exercise of control over any aspect of the delivery once the bill of lading is created. CARRIER warrants that it operates in compliance with all Federal and State laws. CARRIER agrees that the equipment shall be clean, in good working order, properly licensed, identified and insured and suitable for the transportation requested. CARRIER warrants that such has not been used at any time, to transport compressed household, municipal or commercial waste, or any other waste material. All drivers shall be well trained, properly licensed and insured, tested, and directed to use the utmost care and due diligence for safety to the public and in the protection of shipper’s commodities. SHIPPER hereby agrees that BROKER has no responsibility, liability, or contribution sounding in tort, contract, or otherwise should any claim be brought forth against CARRIER's drivers and/or subcontractors for same. CARRIER is solely responsible for the compliance of its drivers' and/or subcontractors' training, licensure, insurance, testing, and direction in regard to the safe operation of motor vehicles while operating under the terms of this Agreement. CARRIER makes the foregoing agreements not as a condition or requirement of BROKER, but of those regularly required by shippers and/or receivers. CARRIER shall maintain a U.S. DOT safety rating of “Satisfactory” or “Continue to Operate” unless CARRIER is unrated. CARRIER agrees to notify BROKER within 24 hours of any change in CARRIER’s safety rating. Within 24 hours of the aforementioned change in safety rating, CARRIER shall provide BROKER with the reason for any change in safety rating, specifying the violation(s) found by the Department of Transportation in every inspection that led to said change as well as all documents gathered, provided, or otherwise created throughout the course of said inspection. CARRIER shall also notify BROKER of its intentions regarding contesting the change in safety rating and provide all documents exchanged between CARRIER and the Department of Transportation regarding same. Within 24 hours of their transmittal to the Department of Transportation, CARRIER shall provide BROKER with all documents, policies, and/or procedures created as a result of any attempt to upgrade the altered safety rating which were provided to the Department of Transportation for its consideration of same. The CARRIER is solely responsible for all expenses for operating as a CARRIER, including but not limited to all business, equipment and employee licenses, permits, inspection, maintenance, testing, insurance, compensation and taxes. CARRIER warrants and acknowledges that it possesses full and complete understanding and knowledge of the US DOT’s CSA 2010 program (including, but not limited to, driver violations and ranking criteria). CARRIER, and any drivers of CARRIER, shall at all times meet CSA 2010 safety standards sufficient to enable CARRIER to (a) operate without US DOT intervention or restriction; (b) obtain and maintain the insurance coverage required by this Agreement; and (c) be and remain competitive with similarly situated carriers with regard to quality of driver safety as measured under CSA 2010. CARRIER further agrees to (i) immediately notify BROKER in writing if CARRIER has been deemed “unfit” or “marginal” in any area of their safety and compliance performance measured by the CSA 2010 program; and (ii) to reject and not otherwise accept the transport of any freight offered by BROKER during such time as CARRIER is deemed “unfit” or “marginal” in any area of its safety and compliance performance measured by the CSA 2010 program. On the date that this AGREEMENT is entered into below BROKER has relied on CARRIER to satisfy these conditions as part of its vetting and screening process.

5. INDEMNIFICATION: CARRIER agrees to pay, indemnify, defend and hold BROKER and Broker’s Customer harmless against any and all loss, damage or delay claims which are in any way caused, contributed to, or exacerbated by the breach of contract, intentional or negligent acts or omissions of CARRIER, its employees, drivers, helpers, subcontractors, independent contractors or agents, on each shipment tendered to CARRIER pursuant to this Agreement. CARRIER further agrees to indemnify, defend and hold BROKER and Broker’s Customer harmless from all and any allegations, claims, liability or costs for injury or death to persons and/or damage to property which are in any way caused, contributed to or exacerbated by the breach of contract, negligent or intentional acts or omissions of CARRIER, its employees, drivers, helpers, subcontractors, independent contractors or agents, or arising out of CARRIER’S operations hereunder, including but not limited to claims for respondeat superior, negligent selection, negligent screening, vetting, hiring, monitoring, retaining, or supervision of carrier, its employees, agents or subcontractors. CARRIER acknowledges and agrees that where the loss, injury, death, or damage arises from the underlying breach, acts or omissions of CARRIER, as opposed to any active or direct breach, act or omission of BROKER or its customers, CARRIER’s defense, indemnification and hold harmless obligations are triggered regardless of the form, cause of actions or allegations against BROKER or its customer. Indemnification shall include attorneys’ fees and costs, including fees and costs for enforcement of this agreement and all other costs associated with litigation such as court costs, expert retention, and appeal.

6. BROKER agrees to pay CARRIER at the agreed rate within 30 days of receipt by BROKER of CARRIER’S invoice, and transportation documents, including the signed clear original bill of lading, proof of delivery or delivery receipt as set forth in the rate confirmation provided to CARRIER prior to shipment, regardless of payment from shipper. CARRIER must invoice BROKER within 90 days of delivery, or CARRIER waives its right to collect freight charges from any party. CARRIER authorizes BROKER to invoice shipper, receiver, consignor , consignee or BROKER’s customer for freight charges as agent for and on behalf of CARRIER. Payment of the freight charges to BROKER shall relieve shipper, receiver, consignor, consignee or BROKER’s customer of any liability to the CARRIER for nonpayment of charges. Rates, additional terms and shipper specific requirements for transportation service may be established through the rate confirmation document, and shall act as an appendix to this Agreement. The rates, terms and shipper requirements set forth in the rate confirmation shall be deemed to be the agreement of the parties for the referenced shipment, and the confirmation deemed part of this agreement unless CARRIER notifies BROKER within 24 hours of any disagreement as to rates and shipment specifications. BROKER may withhold payment to CARRIER if there are pending claims for damages against CARRIER relating to CARRIER’s exercise or failure to exercise CARRIER’s duties under the agreement. BROKER will not tender payment due under this agreement to CARRIER until any and all such claims are resolved in writing and BROKER receives written documentation affirming the resolution of such claims (i.e., release, final judgment) to BROKER’S satisfaction. BROKER agrees to pay CARRIER at the agreed rate within thirty (30) days of receipt by BROKER of such written documentation to BROKER’S satisfaction.

7. Sub-Contract Prohibition. Carrier expressly agrees that all freight tendered to it by Broker shall be transported on equipment operated only under the authority of Carrier, and that Carrier shall not in any manner sub-contract, broker, or in any other form arrange for the freight to be transported by a third party without the prior written consent of Broker. If Carrier breaches this provision, Broker shall have the right of paying the monies it owes Carrier directly to the delivering Carrier, in lieu of payment to Carrier. Upon Broker’s payment to delivering Carrier, Carrier shall not be released from any liability to Broker under this agreement. In addition to the indemnity obligation reflected in this agreement the Carrier will be liable for consequential damages for violation of this clause of the agreement.

8. BROKER and CARRIER may agree as to required transit time for each shipment. The parties acknowledge that time is of the essence in the transportation of cargo under this Agreement and that monetary damages may accrue if the goods are not delivered within the time frame(s) specified in the Rate Confirmation, bill of lading or other shipping directives. Nothing in this Agreement shall be construed as requesting or requiring CARRIER to violate the federal safety regulations regarding hours of service set forth at 49 C.F.R.§395 and/or applicable State regulations. Where CARRIER makes pick-up and delivery commitments to BROKER, BROKER reasonably relies on CARRIER’s knowledge and expertise that such transit time is consistent with the safety regulations. BROKER does not and will not exercise direct or indirect control of CARRIER in effectuating any delivery in a timely manner and disavows the right to control CARRIER by actual control or contractual control. Where necessary CARRIER shall employ team drivers and use all other reasonable means to meet its commitments without additional cost to BROKER. Except under Force Majeure circumstances, if CARRIER is unable or unwilling to deliver a shipment at the agreed delivery time, BROKER shall have the option of arranging for alternate transportation at CARRIER’s expense.

9. CARRIER shall not offer rates directly to or perform service directly for any shipper, consignor, consignee or customer of BROKER where (1) the availability of such traffic first became known to CARRIER as a result of BROKER’S efforts, or (2) where the traffic of the shipper, consignor, consignee or customer of BROKER was first tendered to CARRIER by BROKER. If CARRIER breaches this agreement and “back-solicits” BROKER’S customers, and/or obtains traffic from such a customer, BROKER is then entitled, for a period of fifteen (15) months after the involved traffic first begins to move, to a commission from CARRIER of 15% of the transportation revenue received on such traffic, as liquidated damages. Termination of this contract shall not affect the enforceability of the foregoing provisions for a period of 15 months after termination.

10. Neither party hereto will be liable for the failure to tender or timely transport freight under this Agreement if such failure, delay or other omission is caused by strikes, acts of God, war, accidents, civil disorder, or through compliance with legally constituted order of civil or military authorities.

11. If a dispute arises out of or relates to this Agreement jurisdiction and venue for suit shall be in the State or Federal court for the State and County in which Broker is located. Any modification to the terms and conditions of this Agreement must be in writing and signed by authorized representatives of both parties to be enforceable. This writing represents the entire agreement between the parties. All terms and conditions of this Agreement are contained within the “four corners” of this Agreement. Failure by BROKER to invoke or enforce any or all of the provisions of this Contract shall not constitute a waiver of any or all such provisions, nor shall any assertion or showing of “custom” or “usage” be deemed a waiver of the written terms and conditions contained in this Contract. If any part of this AGREEMENT is held unenforceable, the rest of the AGREEMENT will continue in effect. The persons signing below have actual authority to bind the parties upon whose behalf they sign.