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Exhibit 106 Master Transportation Services Agreement

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General Form of Agreement between Carrier and Shipper – Transportation Agreement

Agreement made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at

referred to herein as Carrier, and , a corporation organized and existing under the laws of the state of , with its principal office located at

referred to herein as Shipper.

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

1. Transportation of Goods

For the consideration described in this Agreement, Carrier shall ship the following described goods from Shipper at

to (the Consignee), at :

2. Time of Pickup and Delivery

The date and time of pickup requested by Shipper is at . Shipper's preferred arrival date is .

Carrier shall, on pickup of the goods, issue bills of lading for such goods.

3. Storage Service

Storage may be ordered by Shipper at any time from pickup to delivery. Except where the storage service ordered is in transit, Carrier shall issue its standard warehouse receipt. That receipt shall then supersede this Agreement, unless objected to by Shipper within days of mailing of the receipt.

A charge will be made for warehouse labor in and out of regular storage and for wrapping, packing, and accessorial service. Storage is authorized in any warehouse of Carrier. Shipper authorizes Carrier, at Carrier's option, to place the goods in storage at destination in the event delivery cannot be made on arrival and authorizes the advancing of any dock or other charge made by any warehouseman for the account of Shipper. Shipper further authorizes the advancing of any additional charges for storage, handling, and transportation that accrue if the goods are not accepted at destination.

4. Limitation of Liability

The released value of the goods to be transported is specifically stated by Shipper to be $ per pound per article.

The rates quoted in this Agreement are based on such agreed or released value, and Carrier's liability is limited accordingly. Protection against loss or damage exceeding Carrier's liability under this Agreement may be secured, if desired, by obtaining additional insurance coverage through Carrier.

5. Insurance

Notwithstanding the declaration of value in Section 4, Shipper declares the total actual value of the entire lot of goods to be $, and requests that Carrier obtain insurance coverage for such amount at the rate of $, per $, for a total protection charge of $.

Shipper warrants that the amount declared in this Agreement is the full actual value of the goods. If the actual value of the entire lot is in excess of the amount so declared, Shipper shall be regarded as being Shipper's own insurer to the extent of the difference, and Shipper shall bear that proportion of any loss that the undeclared amount bears to the actual value of the goods.

6. Charges

Charges shall be assessed at the following rates per pound per article:

A. Transportation: $ (dollar amount of transportation rate per pound).

B. Pickup: $ (dollar amount of pickup rate per pound).

C. Delivery: $ (dollar amount of delivery rate per pound).

D. Storage: $ (dollar amount of storage rate per pound).

E. Other services:

Other charges are as follows:

All charges are payable at the time of delivery in cash, money order, or certified check, unless other arrangements are made in advance with Carrier.

7. Carrier’s Lien

Carrier shall have a general lien on any and all goods now or subsequently delivered to or deposited with Carrier by Shipper for all charges for transportation, storage, preservation of the goods, and the performance of other services. Such lien shall also extend to such goods for all lawful claims for money advanced, interest, insurance, labor, and other charges in relation to such goods or any part of them; for all charges and expenses for notice and advertisement of sale and for sale of the goods where there has been a default in satisfying Shipper's obligations under this Agreement; and for all court costs and reasonable attorney's fees in collecting such charges or enforcing such lien or in defending itself in the event that it is made party to any litigation concerning the goods while they are in its possession. Carrier may bring suit for delinquent charges without first foreclosing its lien.

8. Ownership of Goods

Shipper represents and warrants that Shipper is lawfully possessed of the described goods and has the authority to ship and/or store such goods in accordance with the terms of this Agreement. Shipper shall indemnify Carrier in the event of any adverse claim or in the event Carrier is made a party to any litigation by reason of having the goods, or any portion of the goods, transported or stored, and shall pay attorney's fees and court costs, if any, incurred in connection with such litigation.

9. Governmental Regulation

Carrier's transportation services are subject to governmental regulations. The rates, rules, and regulations of govern the services to be performed pursuant to this Agreement. The tariff governing this Agreement is .

10. Change of Address

Shipper shall promptly provide Carrier with notice in writing if any of the addresses provided in this Agreement are changed.

11. Severability

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.

12. No Waiver

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, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

13. Governing Law

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

14. Notices

Unless provided herein to the contrary, 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.

15. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

16. Mandatory Arbitration

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.

17. Entire Agreement

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.

18. Modification of Agreement

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

19. Assignment of Rights

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.

20. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

21. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

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

By:

By:

Enter text✕

What the Exhibit 106 Master Transportation Services Agreement Is

The Exhibit 106 Master Transportation Services Agreement is a standard contract used to set terms between a shipper and a carrier or third-party logistics provider for recurring transportation services. It typically defines scope of services, rates, routing rules, insurance and liability limits, billing and payment terms, performance standards, and indemnities. Organizations attach Exhibit 106 as an exhibit to a master services agreement or include it as the operative shipping schedule that governs shipments, service-level expectations, and remedies for noncompliance.

Why Exhibit 106 Matters for Contracts and Operations

A clear Exhibit 106 standardizes operational expectations, reduces disputes over carrier responsibilities, and centralizes rate and insurance terms for recurring freight. It makes invoicing and claims handling more predictable and supports audits and regulatory compliance for transportation and logistics operations.

Why Exhibit 106 Matters for Contracts and Operations

Who Typically Prepares and Signs Exhibit 106

Final signers are authorized business officers or contract signatories from both the shipper and carrier, each responsible for ensuring operational and insurance obligations are met.

  • Logistics and supply chain teams managing carrier selection and operational KPIs for shipments.
  • Procurement and vendor management groups that negotiate rates, service levels, and indemnities.
  • Legal and compliance staff who review insurance, liability, and regulatory clauses.

Step-by-step completion process

Follow this sequence to prepare, review, and execute Exhibit 106 reliably.

  • 01
    Draft: Populate parties, scope, rates, and insurance fields.
  • 02
    Review: Legal and operations confirm obligations and liabilities.
  • 03
    Approve: Obtain internal approvals and budget sign-off.
  • 04
    Execute: Collect signatures and retain final executed copy.

Core elements to include in a professional Exhibit 106

A complete Exhibit 106 balances operational detail with legal clarity to reduce disputes and support billing, audits, and insurance claims.

Service Description

Detailed service lines, pickup and delivery windows, equipment types, routing rules, and any required special handling or permits. Use objective language to define scope and exclusions for transport operations.

Rates & Accessorials

Base rates, fuel surcharge methodology, rules for accessorial charges, dispute resolution for pricing, and invoicing frequency. Tie formulas to clearly defined indices where applicable.

Insurance & Liability

Minimum insurance limits, cargo coverage, indemnity allocation, and procedures for claims notice and subrogation. Require certificate of insurance and endorsement language when necessary.

Performance & Remedies

Service-level commitments (on-time pickup/delivery), measurement methods, remedies for failure (chargebacks, liquidated damages), and cure periods to resolve operational issues.

Compliance & Safety

Carrier obligations to comply with DOT, FMCSA, and hazardous materials rules, as well as drug and alcohol testing where applicable. Include audit and inspection rights.

Termination & Notices

Termination for convenience and cause, notice addresses and methods, and obligations surviving termination such as unpaid charges and indemnities.

Essential information and fields to capture

Carrier Legal Name: Full entity name
Shipper Legal Name: Full entity name
Effective Date: MM/DD/YYYY
Payment Terms: Net 30, Net 45, etc.
Insurance Limits: Specify coverage amounts
Signature Block: Authorized signer details

How to configure a digital workflow for Exhibit 106

Configure your e-sign and routing settings to match internal approval and audit requirements before sending for signature.

Field Configuration
Signature Authentication Email, SMS code, or KBA
Approval Order Sequential or parallel routing
Attachment Requirements COI, endorsements, or licenses
Retention PDF with audit trail

Digital signing and system requirements

Align signer authentication, archive storage, and audit trail settings with legal and internal compliance policies before finalizing the workflow.

  • File formats: PDF and DOCX supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Security: AES-256 at rest

Typical eSignature workflow for Exhibit 106

A standard eSignature flow reduces turnaround time and preserves a complete audit trail for each executed agreement.

  • Upload: Upload the agreement to the signing platform
  • Prepare: Place signature, date, and attachment fields
  • Send: Route to signers with authentication
  • Complete: System captures signed PDF and audit log

Typical timeline items and deadlines to track

Track key dates from initial execution through insurance and renewal deadlines to avoid gaps in coverage or performance obligations.

Contract Effective Date:

Date agreement becomes operative and obligations begin

Insurance Certificate Due:

Proof of insurance required before first pickup

Rate Review Date:

Periodic pricing reopener or CPI adjustment window

Contract Renewal:

Renewal notice period and automatic renewal terms

Claims Notice Period:

Time allowed to report cargo or loss claims

Key milestones from negotiation to active service

Sequence milestones to coordinate procurement, onboarding, and operational readiness for transportation services.

01

Negotiation Complete

Final terms approved by procurement and legal

02

Insurance Confirmed

Certificates verified and on file

03

Carrier Onboarded

System access and routing integrated

04

Service Commences

First shipments scheduled and executed

Common mistakes to avoid when preparing Exhibit 106

  • Using vague scope language that leaves handling and accessorial charges undefined, which often leads to billing disputes and operational delays.
  • Failing to require a certificate of insurance or proper additional-insured endorsements, leaving the shipper exposed during cargo loss or liability claims.
  • Not aligning digital signing authentication with internal compliance needs; weak signer verification can create enforceability or audit issues later.
  • Neglecting to include notice addresses and effective-date mechanics, causing confusion about when rates or obligations actually take effect.

Penalties and legal risks for incorrect or incomplete Exhibit 106

Contractual Damages: Monetary exposure for nonperformance
Indemnity Exposure: Broad indemnities increase liability
Insurance Gaps: Claims denied for insufficient coverage
Regulatory Fines: DOT/FMC violations risk penalties
Operational Disruption: Service interruptions and re-routing costs
Enforceability Issues: Signature or execution defects

Real-world examples of Exhibit 106 in use

These short examples show how organizations applied standard agreements and digital workflows to improve execution and compliance.

Optica Ventures (Logistics)

Optica standardized carrier terms across multiple lanes to reduce billing disputes and speed onboarding.

  • Result: consolidated templates and clearer accessorial rules.
  • The interface was simple for internal teams and customers, letting Optica process recurring freight with fewer disputes and faster settlement cycles.

Martin Properties (Property Services)

Martin Properties used a template Exhibit 106 to manage contractors moving building materials across sites.

  • Point: required COI and routing clauses prevented misunderstandings.
  • With standardized insurance language and signature workflows, Martin Properties reduced coordination time and minimized exposure during inter-site transports.

Who must sign and why their authority matters

Operations Director

An operations director or logistics manager signs to confirm operational acceptance of the routing, service levels, and pickup/delivery processes and to ensure the carrier meets day-to-day service requirements.

Authorized Executive

A corporate officer or authorized contract signatory signs to bind the organization legally to rates, indemnities, and insurance obligations, ensuring the agreement is enforceable.

eSignature pricing and capability snapshot for executing Exhibit 106

This vendor snapshot compares starting prices and key features relevant to high-volume contract execution and compliance. Verify vendor plans for exact feature sets and billing models.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Practical tips to complete Exhibit 106 accurately

Follow these best practices to reduce execution errors, shorten cycle time, and protect your organization.

Use standardized templates
Keep a single approved Exhibit 106 template and update centrally so that all teams use consistent language for rates, insurance, and liabilities.
Require certificates before first move
Verify carrier insurance and endorsements before authorizing the first shipment to prevent coverage disputes later.
Align digital workflow settings
Match authentication level, audit-trail retention, and signer order to your internal compliance and external regulatory obligations.
Document change control
Track amendments in writing and capture executed addenda to avoid claims over verbal or informal changes to service terms.

Frequently asked questions about Exhibit 106 and electronic execution

Answers to common concerns about signing, enforceability, and recordkeeping for Exhibit 106 agreements.


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