Broker-Carrier Services Agreement

BROKER-CARRIER SERVICES AGREEMENT

This Broker-Carrier Services Agreement ("Agreement") is made effective as of by and between Broker Name: , Broker MC/Authority: , and Carrier Name: , Carrier MC/Authority: .

Recitals

WHEREAS, Broker is engaged in the business of arranging transportation of freight for shippers and has requested Carrier to provide transportation and related services for loads tendered by Broker pursuant to the terms of this Agreement.

WHEREAS, Carrier represents that it is duly authorized, properly insured, and capable of performing transportation services and agrees to transport freight tendered by Broker in accordance with the terms, rates, and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations concerning the provision of motor carrier transportation services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Definitions

1.1 "Broker" means the party identified as Broker Name in the opening paragraph. "Carrier" means the party identified as Carrier Name in the opening paragraph. "Shipper" means the person or entity that contracts with Broker for carriage of goods. "Goods" means the property tendered to Carrier for transportation under this Agreement.

2. Appointment; Scope of Services

2.1 Broker hereby engages Carrier, and Carrier accepts such engagement, to transport Goods on an on-call basis pursuant to individual load tenders issued by Broker. Each tender accepted by Carrier shall incorporate the terms of this Agreement.

2.2 Carrier shall transport Goods in accordance with the routing, pickup and delivery instructions provided by Broker or Shipper and shall perform services in a professional and workmanlike manner consistent with industry standards.

3. Carrier Representations and Warranties

Carrier represents and warrants that: (a) it is properly permitted and authorized to provide transportation services under applicable federal, state and local law; (b) it maintains all required operating authorities and registrations; (c) it will comply with all applicable laws, rules and regulations, including but not limited to safety, licensing, and hours-of-service requirements; and (d) all equipment used by Carrier to perform under this Agreement is in good operating condition.

4. Broker Duties

Broker shall tender shipments to Carrier with sufficient information to enable Carrier to perform pickup and delivery and shall pay Carrier in accordance with the rates and payment terms set forth in Section 6. Broker shall not direct Carrier to violate any law or regulation.

5. Rates, Charges and Payment

5.1 The rate for each load shall be as agreed in the applicable load confirmation issued by Broker and accepted by Carrier. Standard rate: $ per load unless otherwise specified in writing.

5.2 Accessorial charges (including detention, layover, lumper fees, fuel surcharge) shall be payable only if agreed in advance in writing. Carrier shall provide itemized invoices documenting any accessorials.

5.3 Payment shall be made within days of Broker's receipt of Carrier's undisputed invoice, provided that Broker shall have the right to withhold amounts reasonably disputed in good faith pending resolution.

6. Insurance

Carrier shall maintain, at its expense, insurance coverage with limits not less than:

Carrier shall furnish certificates of insurance to Broker upon request and shall provide at least days' prior written notice of cancellation or material change in coverage.

7. Indemnification

Carrier shall indemnify, defend and hold harmless Broker, its affiliates, officers, agents and employees from and against any and all claims, losses, liabilities, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of or resulting from Carrier's negligent acts or omissions, willful misconduct, breach of this Agreement, violation of law, or the transportation, handling, loading or unloading of Goods, except to the extent such loss is caused solely by the gross negligence or willful misconduct of Broker.

8. Compliance with Laws and Safety

Carrier shall comply with all federal, state and local laws, rules and regulations applicable to its operations, including but not limited to motor carrier safety regulations. Carrier shall maintain accurate logs, records and documentation as required by law and permit audits as provided in Section 11.

9. Term and Termination

9.1 This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon days' prior written notice.

9.2 Either party may terminate immediately for material breach by the other party if such breach remains uncured for ten (10) days after written notice, provided that breaches involving safety or regulatory compliance may be grounds for immediate termination.

10. Confidentiality

Each party shall hold in confidence and not disclose to third parties any non-public business or operational information obtained in connection with performance under this Agreement, except as required by law or with the prior written consent of the disclosing party. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party.

11. Records; Audit

Carrier shall retain all records related to shipment performance, billing, and compliance for a period of not less than three (3) years. Upon reasonable notice, Carrier shall permit Broker or its authorized representative to audit such records during normal business hours to verify compliance with this Agreement.

12. Limitation of Liability

Except for claims arising from Carrier's negligence or willful misconduct, each party's liability to the other for any claim arising under this Agreement shall be limited to direct damages and shall not exceed the compensation actually paid or payable to Carrier for the specific shipment giving rise to the claim. Neither party shall be liable for special, punitive, incidental or consequential damages.

13. Notices

All notices required or permitted under this Agreement shall be given in writing to the addresses below and shall be effective upon delivery when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

14. Amendments; Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right shall not waive that right or any other right.

15. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, electronic image or other electronic means shall be binding.

16. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute not subject to mandatory arbitration.

17. Entire Agreement; Severability

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. Additional Provisions

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