Owner Operators Business Notice

Owner Operators Business Notice

THIS NOTICE is made effective as of Effective Date: by and between Carrier Name: and Owner-Operator Name: .

WHEREAS

WHEREAS, Carrier Name: operates as a motor carrier engaged in the transportation of goods and holds the necessary authorities and permits to perform such services; and

WHEREAS, Owner-Operator Name: owns, leases, or controls motor vehicle equipment and provides transportation services as an independent contractor to Carrier under the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope of work, payment terms, notice provisions, confidentiality obligations and other material terms governing the business relationship between Carrier and Owner-Operator.

SCOPE OF WORK

Owner-Operator shall provide transportation services, including but not limited to pickup, transit, delivery, equipment maintenance, and related services as required by Carrier. Specific services, geographic limits, accepted commodities, and performance standards shall be described below.

PAYMENT TERMS

Compensation: Carrier shall pay Owner-Operator compensation for services performed in accordance with the following provisions.

Past due payments shall accrue a late fee of % per month on the unpaid balance, subject to a minimum late fee of . Carrier shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Notice shall commence on Start Date: and, unless earlier terminated in accordance with this section, shall continue until End Date: .

Either party may terminate this Notice for material breach by the other party upon written notice if such breach is not cured within the notice period set forth above. Carrier may terminate immediately for cause in the event of Owner-Operator's failure to maintain required insurance, permits, or if Owner-Operator engages in conduct that materially endangers persons or property.

Carrier may terminate immediately for cause if Owner-Operator fails to maintain insurance, operating authority, or otherwise breaches material obligations.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, customer, pricing, route, and operational information disclosed in any form. The receiving party shall: (a) use Confidential Information solely for the purposes of performing under this Notice; (b) restrict disclosure to persons with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect such information from unauthorized disclosure. The obligations in this paragraph do not apply to information that is publicly known through no fault of the receiving party, independently developed without use of Confidential Information, or required to be disclosed by law, provided the disclosing party is given prompt notice to seek confidential treatment.

INSURANCE, TAXES, AND OPERATING RESPONSIBILITIES

Owner-Operator shall, at Owner-Operator's expense, maintain all required insurance, permits, licenses, and be solely responsible for payment of all taxes and benefits for any personnel engaged by Owner-Operator. Owner-Operator represents and warrants that it holds the following authorities and insurance:

INDEMNIFICATION

Owner-Operator shall indemnify, defend and hold Carrier harmless from and against any and all claims, losses, liabilities, damages, fines and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Owner-Operator's negligent or willful acts or omissions; (b) breach of representations, warranties or obligations under this Notice; or (c) Owner-Operator's failure to maintain required insurance, permits, or tax obligations. Carrier shall promptly notify Owner-Operator of claims and reasonably cooperate with Owner-Operator's defense.

NOTICES

All notices required or permitted under this Notice shall be in writing and delivered to the addresses below by hand, recognized overnight courier, or certified mail (return receipt requested).

GOVERNING LAW

This Notice shall be governed by and construed in accordance with the laws of the State of without regard to that State's conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Notice, together with any exhibits or documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification or amendment to this Notice shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Notice is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver of any breach shall not constitute a waiver of any subsequent breach. The parties acknowledge that each has had the opportunity to consult with counsel prior to executing this Notice.

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