Motor Carrier Contract Agreement

Motor Carrier Contract Agreement

This Motor Carrier Contract Agreement ("Agreement") is entered into as of Effective Date: by and between Carrier Name: MC/DOT Number: with principal place of business at: ("Carrier"), and Company Name: with principal place of business at: ("Company").

Recitals

WHEREAS, Carrier is a licensed motor carrier engaged in the transportation of freight and possesses all licenses, permits and authority required to provide motor carriage services; and

WHEREAS, Company desires to engage Carrier to provide transportation services for certain shipments under the rates, terms, and conditions set forth herein, and Carrier agrees to provide such services as an independent contractor; and

WHEREAS, the parties intend for this Agreement to define the obligations, liabilities, and compensation applicable to Carrier's movement of Company freight.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

"Consignment" means a shipment tendered by Company to Carrier under this Agreement. "Deliver" and "Delivery" mean completion of carriage when Carrier places the freight at the named delivery location and obtains a signed receipt or other documentary proof of delivery. "Accessorial Charges" means charges assessed for services beyond basic carriage, including but not limited to detention, layover, reconsignment, and storage.

2. Transportation Services

Carrier shall transport freight tendered by Company in accordance with the load confirmations issued by Company and this Agreement. Carrier shall provide competent drivers, suitable equipment, and operate in a safe and lawful manner in compliance with all applicable federal, state and local laws and regulations. Carrier shall accept and transport consignments only after inspection for visible damage, proper securing and suitability for transport and shall notify Company promptly of any conditions that may affect safe transport.

3. Rates, Charges and Payment

Company shall pay Carrier for specified shipments at the agreed rates set forth in the Rate Schedule. Describe payment arrangement or special rates:

Payment terms: ; Company shall pay undisputed invoices within days of invoice receipt. Carrier shall submit legible freight bills, signed proof of delivery, and any required documentation for payment.

4. Accessorial Charges and Detention

Accessorial charges will apply as set forth in the Rate Schedule. Detention shall be paid when Carrier's driver is held beyond the free time expressly stated in the load confirmation. Detention rate:

5. Insurance and Proof of Coverage

Carrier shall maintain at its expense insurance with limits not less than those required by applicable law and as follows: Commercial Auto Liability, Cargo/Property on Vehicle, and Workers' Compensation as applicable. Minimum cargo liability: per occurrence. Carrier shall furnish certificates of insurance or other proof of coverage upon request and shall provide thirty (30) days' written notice to Company prior to any cancellation or material change in coverage.

Carrier has the authority and obligation to defend and indemnify Company for claims arising out of Carrier's negligence, operation of equipment, or breach of statutory duties as set forth in this Agreement.

6. Indemnification

Carrier shall indemnify, defend and hold harmless Company and its officers, directors, agents and employees from and against all losses, claims, demands, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Carrier's performance, including but not limited to personal injury, property damage, environmental contamination, and cargo loss to the extent caused by Carrier's negligence, willful misconduct or breach of this Agreement.

7. Limitation of Liability

Except to the extent caused by Carrier's gross negligence or willful misconduct, Carrier's liability for loss or damage to cargo shall be limited to the lesser of actual declared value or the stated cargo liability limit. Carrier shall not be liable for indirect, incidental, special, punitive or consequential damages, including loss of profits, except as required by applicable statute.

8. Cargo Loss, Damage and Claims Procedures

Carrier shall inspect consignments and note any visible damage or shortage on the delivery receipt. Carrier must notify Company within business days of discovery of any shortage, loss or damage. Carrier shall preserve all evidence and allow Company reasonable access to inspect damaged freight. Time limits for filing claims shall be governed by applicable law and by the documents of carriage.

9. Equipment, Fuel and Compliance

Carrier is solely responsible for providing and maintaining safe and properly insured vehicles, equipment, and qualified drivers. Carrier shall comply with motor carrier safety rules, weight limits, hazardous materials regulations (if applicable), hours-of-service rules, and other statutory requirements. Carrier shall be responsible for fuel and operating expenses unless otherwise specified in the Rate Schedule.

10. Independent Contractor

Carrier is an independent contractor and not an employee, partner, joint venturer, or agent of Company for any purpose. Carrier shall have sole control over its drivers, personnel, vehicles and methods of operation. Carrier shall be responsible for withholding, payroll and employment taxes for its personnel.

11. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon days' prior written notice. Either party may terminate for cause immediately if the other party breaches a material obligation and fails to cure within ten (10) days after written notice.

12. Confidentiality

Each party shall maintain in confidence any non-public business information disclosed by the other party in connection with this Agreement and shall not disclose such information to third parties except as required by law or as necessary to perform obligations under this Agreement.

13. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or overnight courier to the addresses set forth below or as updated by written notice to the other party.

14. Amendments, Waiver and Counterparts

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. Failure by either party to enforce any provision shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties: State of . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Miscellaneous Provisions

Carrier agrees to comply with Company pick-up and delivery instructions, manifesting requirements and carrier security protocols as reasonably requested by Company. Carrier shall not subcontract or assign this Agreement or any transportation obligations without Company's prior written consent, except Carrier may subcontract individual consignments to properly licensed subcontractors while remaining fully responsible for their performance.

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