Broker-Carrier Service Agreement

BROKER-CARRIER SERVICE AGREEMENT

This Broker-Carrier Service Agreement (the Agreement) is made and entered into by and between Broker Name: and Carrier Name: . The parties agree to be bound by the terms set forth below as of the Effective Date: Month Day Year .

RECITALS

WHEREAS, Broker is engaged in the business of arranging for the transportation of goods by contracting with carriers; and

WHEREAS, Carrier holds and will maintain all necessary operating authorities, permits and insurance required to transport freight and performs transportation services as an independent contractor; and

WHEREAS, Broker desires Carrier to provide transportation services on the terms and conditions set forth herein and Carrier agrees to provide such services.

CARRIER REPRESENTATIONS

Carrier represents and warrants that it possesses and will maintain at its expense valid operating authority, permits, licenses and insurance required by law, including but not limited to public liability, motor truck cargo and workers' compensation insurance. Carrier's MC or DOT Number: .

SCOPE OF WORK

PAYMENT TERMS

Compensation for services rendered shall be as follows. Agreed freight charge: $ per shipment, unless otherwise specified in writing.

Payments are due within days from Broker's receipt of Carrier's proper invoice and required delivery documentation. Late payments shall bear interest at the lesser of % per month or the maximum rate permitted by law.

INSURANCE AND INDEMNITY

Carrier shall maintain and, upon Broker request, promptly furnish certificates evidencing insurance covering liability, cargo loss and damage and worker's compensation in amounts customary and sufficient for the services provided. Carrier shall defend, indemnify and hold Broker harmless from and against all claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Carrier's negligent acts, omissions or willful misconduct in performance of services under this Agreement.

TERM AND TERMINATION

This Agreement commences on the Start Date: Month Day Year and continues until the End Date: Month Day Year , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for days following written notice of such breach, or immediately for insolvency or revocation of required authority.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement and shall use such information solely to perform its obligations hereunder. Confidential information does not include information that is or becomes generally available to the public through no fault of the receiving party, or that is required to be disclosed by law or regulatory authority provided the disclosing party is given prompt notice and, where feasible, the opportunity to seek protective relief.

LIABILITY; LIMITATION

Except for loss, damage or claims arising from Carrier's negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, exemplary or punitive damages. Carrier's liability for loss or damage to cargo will be limited to actual loss or damage and shall be subject to applicable statutory limits unless higher limits are agreed in writing.

COMPLIANCE WITH LAWS

Carrier shall perform all services in compliance with applicable federal, state and local laws, rules and regulations, including but not limited to hours-of-service, vehicle maintenance and hazardous materials regulations where applicable.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any written attachments or schedules executed by the parties, constitutes the entire agreement between Broker and Carrier with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Relationship of the parties: Carrier is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship between the parties. Carrier shall be solely responsible for taxes, withholdings and obligations associated with its employees and subcontractors.

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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