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Transportation Carrier Agreement

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TRANSPORTATION CARRIER AGREEMENT

This Transportation Carrier Agreement (the Agreement) is made as of Effective Date: by and between Shipper Name: , an entity organized as under the laws of State of Formation: , with principal place of business at Address: ; and Carrier Name: , an entity organized as under the laws of State of Formation: , with principal place of business at Address: . Each of the foregoing parties may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Shipper arranges for the transportation of goods and requires the services of a licensed carrier to transport shipments pursuant to the terms of this Agreement; and

WHEREAS, Carrier represents that it is duly licensed, authorized and qualified to provide motor carrier services, has all necessary equipment, personnel, insurance and permits, and agrees to transport Shipper's freight in accordance with the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their rights and obligations with respect to the transportation of freight on a non-exclusive basis.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Bill of Lading" means any written or electronic document issued by Carrier evidencing receipt of goods for shipment and containing terms and conditions of carriage.

1.2 "Cargo" means the goods tendered to Carrier for transportation pursuant to this Agreement.

2. CARRIER SERVICES

Carrier shall provide transportation services as a common carrier for-hire and perform carriage of Cargo in a timely, safe and commercially reasonable manner consistent with industry standards. Carrier shall furnish, at Carrier's expense, equipment, drivers and personnel necessary to perform the services, and shall comply with the directions of Shipper regarding pickup, routing and delivery to Locations: except as otherwise agreed in writing.

3. TERM; TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for Term (months): unless earlier terminated as provided herein.

3.2 Termination. Either Party may terminate this Agreement for convenience upon Written Notice Delivered Days Prior: to the other Party. Either Party may terminate immediately for material breach if such breach is not cured within Cure Period (days): following written notice of the breach.

4. COMPENSATION AND PAYMENT

4.1 Rates. Shipper shall pay Carrier the rates and charges set forth on each Shipment Confirmation or Rate Schedule agreed between the Parties. Standard Base Rate per Shipment: . Fuel surcharge and accessorial charges shall be added as applicable.

4.2 Payment Terms. Carrier shall invoice Shipper upon delivery. Payment is due Net Days: from receipt of a properly documented invoice. Late payments shall accrue interest at Rate (annual %): .

5. INSURANCE

Carrier shall, at its own expense, maintain and provide evidence of insurance with insurers rated A- or better covering commercial liability, automobile liability, cargo and workers' compensation as required by law and as follows: Commercial General Liability Minimum: ; Automobile Liability Minimum: ; Cargo Insurance Minimum: . Carrier shall provide certificates of insurance upon request.

6. INDEMNIFICATION

Carrier shall indemnify, defend and hold harmless Shipper and its affiliates from and against all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of or resulting from Carrier's negligence, willful misconduct, breach of this Agreement, or failure to comply with applicable laws in connection with carriage of Cargo.

7. CARRIER REPRESENTATIONS, WARRANTIES AND COVENANTS

Carrier represents and warrants that: (a) it holds all necessary operating authorities, licenses and permits; (b) drivers are properly qualified and licensed; (c) all equipment provided is safe, roadworthy and suitable for the Cargo; and (d) Carrier shall comply with all applicable federal, state and local laws, rules and regulations, including hours-of-service and hazardous materials requirements when applicable.

8. INSPECTION, LOADING AND DELIVERY

Carrier shall accept Cargo only after inspection of packaging and marks. Carrier is responsible for safe loading and unloading when such operations are performed by Carrier's personnel. Carrier shall notify Shipper immediately of any shortage, loss or damage discovered and shall document condition on the Bill of Lading at time of delivery.

9. CLAIMS; LIMITS OF LIABILITY

9.1 Claims Procedure. All claims for loss, damage or delay must be presented in writing to Carrier within Claim Notice Days: days of delivery or the date delivery should have occurred. Carrier shall have the right to inspect damaged Cargo prior to disposition.

9.2 Limitation. Except to the extent caused by Carrier's gross negligence or willful misconduct, Carrier's liability for loss or damage to Cargo shall not exceed the lower of (a) Actual Invoice Value: per shipment, or (b) Carrier's applicable tariff or statutory limitation. Carrier shall not be liable for consequential, incidental or punitive damages.

10. COMPLIANCE WITH LAWS; HAZARDOUS MATERIALS

Carrier and Shipper each shall comply with all applicable laws, regulations and rules governing transportation. Shipper shall properly declare, package and label hazardous materials and provide Carrier with appropriate shipping papers, emergency response information and written notice as required by law; Carrier shall refuse to accept improperly described or packaged hazardous materials.

11. CONFIDENTIALITY

Each Party shall maintain the confidentiality of the other's non-public business information and shall not disclose such information except to the extent necessary to perform its obligations under this Agreement or as required by law. Confidential information does not include information that is or becomes public through no fault of the receiving Party.

12. INDEPENDENT CONTRACTOR

Carrier is an independent contractor and nothing in this Agreement shall be construed to create an agency, partnership or employment relationship. Carrier shall be solely responsible for all taxes, withholdings and employment obligations for its employees and contractors.

13. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, acts of government, strikes, pandemics, civil unrest, or severe weather. The affected Party shall notify the other Party promptly and use commercially reasonable efforts to resume performance.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below or to such other address as a Party designates by written notice.

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless executed in writing by authorized representatives of both Parties. No waiver of any right shall be effective unless in writing signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of Governing Law State: without regard to conflicts of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the county designated by the Parties.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules or attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, proposals and representations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. ADDITIONAL PROVISIONS

18.1 Subcontracting. Carrier shall not subcontract the whole of any shipment without Shipper's prior written consent. Carrier shall remain liable for the acts and omissions of any approved subcontractor.

18.2 Records. Carrier shall maintain records related to shipments for a period of three (3) years and shall provide copies to Shipper upon reasonable request.

SIGNATURES

Shipper

Printed Name:

By:

Date:

Carrier

Printed Name:

By:

Date:

Enter text✕

What a Transportation Carrier Agreement Is and When It Applies

A Transportation Carrier Agreement is a contract that sets the terms under which a carrier moves freight for a shipper, broker, or consignee. It documents parties, scope of carriage, rates, accessorial charges, delivery windows, liability limits, insurance requirements, claims procedures and governing law. Typical use cases include single-load contracts, master service agreements for recurring shipments, and subcontracting arrangements with freight brokers or owner-operators. Clear, complete agreements reduce disputes, define responsibility for loss or damage, and govern payment and claims recovery procedures.

Why a Clear Carrier Agreement Matters and Its Legal Foundation

A properly drafted Transportation Carrier Agreement clarifies allocation of risk, evidences consent, and supports claims and insurance recovery. Electronic execution is generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.

Why a Clear Carrier Agreement Matters and Its Legal Foundation

Who Commonly Prepares or Signs This Agreement

In smaller firms one person may handle the full workflow; in larger organizations legal, insurance, and operations often split responsibilities.

  • Carrier operations teams managing rates, insurance certificates, and pickup/delivery obligations.
  • Shipper logistics or procurement staff who set service levels and payment terms.
  • Freight brokers and third-party logistics providers coordinating subcontracted carriers.

Key Roles Who Sign or Authorize

Carrier Manager

Operations or safety manager at the carrier who confirms vehicle qualifications, insurance coverages, and rate acceptance. This signer must have authority to bind the carrier on liability and indemnity provisions and to supply proof of insurance on request.

Shipper Counsel

In-house or external counsel for the shipper who reviews indemnity, limitation of liability, and jurisdiction clauses. Their signature or approval ensures the agreement aligns with company policy and regulatory obligations.

Essential Sections to Include in a Professional Agreement

A durable Transportation Carrier Agreement contains specific, actionable clauses that define service, payment, risk allocation, and administrative steps for claims and termination.

Parties

Full legal names and business types of shipper, carrier, and any broker; include MC/DOT numbers where applicable and identify billing entities.

Scope of Work

Describe permitted freight, geographic limits, transit modes, expected pickup and delivery windows, and any handling or temperature-control requirements.

Rates & Payment

Specify base rates, accessorial charges, invoicing cadence, payment terms, late payment interest, and required documentation for invoices.

Liability & Insurance

State cargo liability limits, required insurance types and minimum limits, certificate requirements, and procedures for presenting claims to insurers.

Claims & Notice

Set timeframes for loss/damage notice, documentation required, claim submission address, and dispute resolution steps including mediation or arbitration.

Termination & Remedies

Define termination for cause, cure periods, indemnities, limitation of damages, and surviving obligations such as confidentiality and pending claims.

Technical and Compliance Details to Record

Encryption: AES-256 at rest
In-transit: TLS 1.2/1.3 encryption
Audit Trail: IP, timestamp, action log
Certifications: SOC 2 Type II, ISO 27001
Privacy: HIPAA (BAA available)
Accessibility: WCAG 2.0 Level AA

Step-by-Step: Completing the Agreement

Follow these steps to prepare, review, and execute a Transportation Carrier Agreement efficiently and defensibly.

  • 01
    Draft core terms: Populate parties, scope, rates and insurance.
  • 02
    Attach exhibits: Add rate schedules, route maps, and insurance certificates.
  • 03
    Internal review: Operations and legal confirm obligations and exposures.
  • 04
    Execute: Sign and distribute signed copies to all parties.

Configuring an Online Execution Workflow

When completing this agreement online, configure authentication, routing, and storage to match your compliance needs.

Field Configuration
Authentication method Email link, SMS code, or stronger MFA
Routing order Sequential or parallel signer flow
Conditional fields Show fields only when applicable
Audit settings Enable full audit trail retention

Where to Send, File, and Distribute Executed Copies

A consistent post-signature process preserves evidence and speeds invoicing and claims handling.

  • Upload: Store signed PDF in central contract repository
  • Assign Signers: Route to authorized representatives for execution
  • Sign: Capture signature and audit metadata
  • Distribute: Email executed copies to operations and insurance contacts

Distribution Channels and Integration Considerations

Integrations reduce data re-entry and ensure the agreement and related attachments are available where operations and finance expect them.

  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Formats supported: PDF, DOCX, HTML
  • Signer authentication: Email, SMS, KBA, SSO

Typical Timelines, Notices, and Processing Expectations

Track effective dates, notice deadlines for claims, invoice terms, and expected timeframes for dispute resolution to avoid forfeiture of rights.

Effective Date and Term:

Agreement starts on effective date; auto-renewal terms must be explicit.

Claim Notice Window:

Claims typically require notice within specified days after delivery; follow contract terms exactly.

Invoice Submission:

Submit invoices per billing cadence; late submission may delay payment.

Cure Periods:

Contract should state days to cure breach before termination.

Record Availability:

Keep supporting records accessible for audit and insurance purposes.

Common Preparation Errors to Avoid

  • Leaving rate or accessorial language vague so parties disagree on charges and adjustments.
  • Omitting required insurance minimums or certificate holder details, which leads to denied claims.
  • Failing to specify notice addresses and deadlines for claims, causing missed recovery windows.
  • Using unsigned or initial-only blocks when the contract requires a full, dated signature from an authorized officer.

Consequences of an Incorrect or Incomplete Agreement

Claim Denial: Insurer may refuse coverage
Payment Delays: Invoices withheld or disputed
Contract Breach: Exposure to damages and litigation
Regulatory Risk: Noncompliance penalties possible
Operational Disruption: Shipments delayed or refused
Reputational Harm: Loss of business with partners

eSignature Vendor Comparison for Executing Carrier Agreements

High-level vendor comparison showing typical starting prices and core capabilities; signNow is listed first per platform comparison conventions.

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 Yes, 7-day trial No No Yes, limited Yes, limited
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 Use Cases Where These Agreements Help

Real-world scenarios illustrate how a clear agreement reduces friction across operations, billing, and claims handling.

Regional Carrier Agreement

A mid-sized carrier standardized its master agreement to include rate schedules and claims notice procedures

  • Resulted in consistent invoicing across lanes
  • Over twelve months the shipper reduced billing disputes and sped payment reconciliation, improving cash flow for both parties.

Shipper Master Service

A manufacturer centralized carrier contracting with clear insurance and termination clauses

  • Allowed rapid onboarding of vetted owner-operators
  • This reduced service interruptions during peak season and clarified liability for damaged goods.

Frequently Asked Questions About Transportation Carrier Agreements

Answers to common legal, operational, and technical questions encountered when preparing or executing carrier agreements.


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