Carrier and Shipper Agreement

Exclusive Shipping Agreement Between Licensed Transportation Broker and Organization

Agreement made on the day of , 20, between , Inc., a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Carrier Broker, and Company, a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Company.

Whereas, Carrier Broker is a licensed transportation broker and desires to arrange for and coordinate all shipping of Company with the exception of material shipped on Company’s trucks or prepaid deliveries to Company; and

Whereas, Company desires to enter into such an agreement with Carrier Broker;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Carrier Broker hereby agrees to arrange for and coordinate all shipping, for and on behalf of Company during the term of this Agreement, including the pick-up, transport, and delivery of goods on behalf of Company, and to furnish transportation services to meet the distinct needs of Company during the term of this Agreement as detailed hereunder. Company agrees to allow Carrier Broker to arrange for and coordinate all of Company’s shipments during the term of this Agreement as detailed hereunder with the exception of material shipped on Company’s trucks or prepaid deliveries to Company

II. Carrier Broker shall use common and contract carriers to do the actual shipping and said carriers shall be furnished at Carrier Broker’s sole cost with competent workers in charge of all vehicles and equipment, and at all times shall transport, promptly to the satisfaction of and within the hours prescribed by Company, such shipments. All loading and unloading of such freight shall be done, arranged for, and/or coordinated by Carrier Broker at its sole expense.

III. Carrier Broker shall employ and direct all persons performing any service under and pursuant to this Agreement, and such persons shall be and remain the sole employees of, and subject to the control and direction of Carrier Broker, it being the intention of the parties to this Agreement that Carrier Broker shall be and remain an independent contractor, and that nothing contained in this Agreement shall be construed as inconsistent with that status.

IV. This Agreement shall take effect as of the date stated above, and shall remain in effect until terminated by either party after days' notice to the other in writing; provided that Company may terminate this Agreement at any time immediately on written notice to Carrier Broker by reason of any adverse legislation, order, or rule of any public authority, or if Carrier Broker’s services under this Agreement are unsatisfactory to Company.

V. Carrier Broker agrees to indemnify Company against any and all loss, damage, cost, and expense, including attorney's fees, that may be suffered or incurred by Company, or by any person or persons, firm, association, or corporation, resulting from:

A. Injury to or death of persons, loss or destruction of or damage or delay to property, including the conversion of property, caused by or resulting in any manner from any acts or omissions, negligent or otherwise, of Carrier Broker or any of Carrier Broker’s agents or employees, in performing or failing to perform any of the services or duties on the part of Carrier Broker to be performed under and pursuant to this Agreement or in any manner whatsoever arising through the use of Company platforms, property, or equipment;

B. The giving or receiving of any false or fraudulent receipts for any freight by Carrier Broker, or any of Carrier Broker's agents or employees;

C. Failure of Carrier Broker, or any of Carrier Broker’s agents or employees, to take up and deliver to Company receipts as provided in this Agreement; or

D. Theft, embezzlement, or defalcation on the part of Carrier Broker, or any of Carrier Broker’s agents or employees.

VI. Carrier Broker’s liability for freight handled under and pursuant to this Agreement, while in the possession of Carrier Broker or its agents, shall be that of an insurer, and the records of Company as to the condition of freight when delivered by Company to Carrier Broker shall be conclusive as between the parties to this Agreement. Such freight shall be deemed to be in the possession of Carrier Broker until its delivery to and acceptance by the company to whose depot the freight is to be transported, as evidenced by the taking of the receipts as provided above in this Agreement.

VII. In the performance of the work under and pursuant to this Agreement, Carrier Broker shall comply with all applicable federal and state enactments with reference to employer's liability, workers' compensation and workers' insurance (and, when requested by Company, shall furnish proof of such compliance,) and shall indemnify Company against any and all loss, liability, damages, claims, demands, costs, and expenses of whatsoever nature due to the existence of such enactments, or resulting from any claim of subrogation provided in such enactments, or otherwise. Carrier Broker shall also comply strictly at all times with all other laws, rules, regulations, and ordinance (including state, federal, or municipal) applicable to operations and service to be performed by Carrier Broker under and pursuant to this Agreement, and Carrier Broker agrees to indemnify Company against any and all liability for any failure or default on the part of Carrier Broker in this regard.

VIII. Carrier Broker authorizes Company to procure and keep in full force and effect during the life of this Agreement:

A. Solely for Company's protection and not for that of Carrier Broker, public liability, and property damage insurance for not less than $ per person, and $ for more than one person in any one accident, and for not less than $ for property damage in any one accident in any manner arising or growing out of operations of Carrier Broker under and pursuant to this Agreement.

B. Insurance against loss, damage, or delay or on account of the issuance of any false or fraudulent receipts or delivery orders, or the giving or receiving of any false or fraudulent receipts or delivery orders, for freight related to the service provided for in this Agreement, or on account of the failure of Carrier Broker to take up and deliver to Company receipts as provided in this Agreement. This insurance shall be without recourse against Carrier Broker except as to losses caused by the dishonesty of Carrier Broker or its agents or employees.

C. Carrier Broker agrees to assume the expense of such insurance in an amount at the rate of % of compensation earned under this Agreement, and Company is authorized to deduct such amount in remitting to Carrier Broker the monthly payments provided for below. If, for any reason, Company is unable to procure such insurance or continue it in force for a rate not exceeding % of compensation payable to Carrier Broker under this Agreement, Company shall have the right to cancel and terminate this Agreement on days' written notice.

D. The insurance provided for in this Section does not protect Carrier Broker from liability under any legislative enactment relating to injury to or death of Carrier Broker officers, agents, or employees.

IX. Company agrees that, for such transporting and delivery of its freight and for the services incidental to such transporting and delivering as provided for in this Agreement, it will pay to Carrier Broker the fixed sum of cents per one hundred pounds. All payments due Carrier Broker shall be made not later than the day of each calendar month, for the business transacted during the next preceding calendar month, or more often if the parties so agree. Carrier Broker agrees to accept from Company each month, as full compensation under this Agreement, the sum or sums arrived at as above, which the freight agent of Company may certify to cover the services contemplated by and under this Agreement.

A late payment fee of % will be added to any invoice not paid when due.

X. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, all of which shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XI. This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assigns of the parties. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

X. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XI. When allowed by federal regulations, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

X. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

XI. This Agreement shall constitute the entire Agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XII. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party.

XII. Neither party to this Agreement shall be liable to the other for any loss, cost, or damages, arising out of, or resulting from, any failure to perform in accordance with the terms of this Agreement where such failure shall be beyond the reasonable control of such party, which, as employed in this Section, shall be deemed to mean, but not be limited to, acts of God, strikes, lockouts, or other industrial disturbances, wars, whether declared or undeclared, blockades, insurrections, riots, governmental action, explosions, fire, floods, or any other cause not within the reasonable control of either party.

XIII. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

WITNESS our signatures as of the day and date first above stated.