Legal OO Agreement

LEGAL OO AGREEMENT

This Owner-Operator Agreement ("Agreement") is made and entered into as of Effective Date: by and between Company Name: (hereinafter "Company"), and Owner-Operator Name: (hereinafter "Owner-Operator"). Company and Owner-Operator are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Company operates a transportation and logistics business and arranges freight movements and related services; and

WHEREAS, Owner-Operator owns or controls motor carrier equipment and is authorized and willing to provide transportation services as an independent contractor under the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their mutual rights and obligations with respect to the provision and payment for such services.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, the Parties agree as follows:

1. ENGAGEMENT OF SERVICES

1.1 Services. Owner-Operator shall provide transportation services, including the pickup, carriage and delivery of freight as assigned by Company, using Owner-Operator's equipment. Owner-Operator shall perform services in a professional manner, consistent with industry standards, and in compliance with all applicable permits, licenses, statutes, regulations and ordinances.

1.2 Independent Contractor. Owner-Operator is an independent contractor and not an employee, agent, or partner of Company. Owner-Operator shall have exclusive control over the means and methods of performing the services subject to the requirements of this Agreement. Owner-Operator shall be solely responsible for all payroll taxes, benefits, withholding and similar obligations.

2. TERM AND TERMINATION

2.1 Term. This Agreement commences on the Effective Date and shall continue for an initial period of unless earlier terminated in accordance with this Agreement.

2.2 Termination for Convenience. Either Party may terminate this Agreement without cause upon days' prior written notice to the other Party.

2.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within ten (10) days after receipt of written notice specifying the breach.

3. COMPENSATION; PAYMENT

3.1 Rates. Company will pay Owner-Operator the rates and allowances set forth in the applicable Rate Confirmation(s) or invoices. Rates may include linehaul, fuel surcharge and detention where applicable. The Parties acknowledge that rates are subject to change upon written agreement.

3.2 Invoicing and Deductions. Owner-Operator shall submit timely and accurate invoices. Company may withhold or set off amounts for losses, claims, damaged freight, advances, overpayments or expenses owed by Owner-Operator, provided Company gives Owner-Operator reasonable notice and documentation of such adjustments.

4. EQUIPMENT; MAINTENANCE

4.1 Ownership and Condition. Owner-Operator represents that it owns or controls the equipment used to perform services and that such equipment is in safe, good working order and complies with all applicable requirements. Owner-Operator shall maintain equipment at its sole cost and expense.

4.2 Inspection. Company or its designee may inspect Owner-Operator's equipment with reasonable prior notice. Owner-Operator shall promptly remediate any noncompliance identified in an inspection that materially affects safety or legal compliance.

5. INSURANCE; INDEMNITY

5.1 Insurance Requirements. Owner-Operator shall maintain in full force and effect at its expense commercial liability insurance, cargo insurance and any other coverages reasonably required by Company in amounts sufficient to protect Company from third-party claims arising from Owner-Operator's operations. Owner-Operator shall provide certificates of insurance upon request.

5.2 Indemnification. Owner-Operator shall defend, indemnify and hold Company, its affiliates and their respective officers, directors and employees harmless from and against any claims, suits, losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of or resulting from Owner-Operator's performance of services, negligence, willful misconduct, breach of this Agreement or violation of law.

6. COMPLIANCE WITH LAWS

Owner-Operator shall at all times comply with applicable federal, state and local laws, rules and regulations governing motor carrier operations, including licensing, hours of service, vehicle safety and hazardous materials requirements, and shall maintain all required permits, registrations and endorsements in good standing.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means non-public business information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Obligations. Each Party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses for its own similar information, and (c) not disclose Confidential Information to third parties except to its employees, affiliates or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

8. NON-SOLICITATION

During the Term and for a period of twelve (12) months following termination, Owner-Operator shall not directly solicit Company's customers for the purpose of providing competing transportation services, provided this restriction shall not apply to general solicitations not specifically targeted at Company's customers.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that its performance will not violate any other agreement or legal obligation.

10. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either Party arising out of this Agreement shall not exceed the total amount paid or payable to Owner-Operator under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

11. NOTICES

All notices permitted or required under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or such other address as either Party designates by notice to the other in accordance with this Section. Notices shall be deemed given upon actual receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties. The failure of a Party to enforce any provision of this Agreement shall not constitute a waiver of that provision. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

13.2 Entire Agreement. This Agreement, together with any Rate Confirmations and documents expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements.

13.3 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the Parties' original intent.

14. MISCELLANEOUS

14.1 Assignment. Owner-Operator shall not assign this Agreement or delegate performance without Company's prior written consent, which shall not be unreasonably withheld. Company may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

14.2 Force Majeure. Neither Party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, labor disputes, governmental actions or requirements, or interruptions of transportation or communication facilities, provided that the affected Party promptly notifies the other and uses commercially reasonable efforts to resume performance.

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