Trucking Business Agreement

TRUCKING BUSINESS AGREEMENT

Parties and Recitals

This Trucking Business Agreement (the Agreement) is entered into between Carrier Name: , a motor carrier duly licensed to provide transportation services, and Shipper Name: .

WHEREAS, Carrier is engaged in the business of transporting freight and possesses all necessary operating authority, equipment and insurance to perform the services described herein; and

WHEREAS, Shipper desires to retain Carrier to transport goods under the terms and conditions set forth in this Agreement, and Carrier agrees to provide such transportation services as an independent contractor; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Contact & Identifying Information

Scope of Work

Carrier shall provide for-hire transportation services to move goods described and specified by Shipper in accordance with this Agreement and any applicable shipping orders or load confirmations. Services shall include loading and unloading only where expressly agreed in writing.

Performance Standards and Compliance

Carrier represents and warrants that Carrier and its drivers hold all required licenses, permits and authority to transport the cargo, and shall at all times comply with federal, state and local laws and regulations governing motor carriers, including but not limited to safety, hours-of-service, and hazardous materials regulations when applicable. Carrier shall maintain vehicles in good working order and provide suitably securement for cargo to prevent loss or damage in transit.

Insurance and Indemnification

Carrier shall maintain at its expense commercial automobile liability insurance and cargo insurance with minimum limits set forth below and shall furnish certificates evidencing such coverage upon request. Insurance shall name Shipper as additional insured under applicable liability coverage where permitted by policy terms.

Carrier shall indemnify, defend and hold Shipper harmless from and against all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Carrier's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by Shipper's negligence or willful misconduct.

Payment Terms

Shipper shall pay Carrier for services rendered in accordance with the agreed rate(s) and schedule below. Unless otherwise agreed in writing, all payments shall be made in U.S. dollars and are exclusive of taxes for which the paying party is responsible under applicable law.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for ten (10) days after written notice, or immediately for safety violations or regulatory noncompliance that create an imminent risk to persons or property.

Confidentiality

Each party shall keep confidential all non-public business, technical and financial information disclosed by the other party (Confidential Information) and shall not use or disclose such information except as necessary to perform under this Agreement or as required by law. Confidential obligations shall continue for a period of following termination of this Agreement. The obligations do not apply to information that is publicly known through no fault of the receiving party, already lawfully known prior to disclosure, independently developed, or rightfully received from a third party without breach of obligation.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or Carrier's breach of its indemnity obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Carrier's liability for loss or damage to cargo shall be governed by applicable law and the insurance limits required under this Agreement unless otherwise agreed in writing.

Compliance with Laws

Each party shall comply with all applicable laws, regulations and orders including those governing transportation, environmental protection, employment and safety. Carrier shall not subcontract carriage to any party that does not meet the insurance and operating authority standards required by this Agreement without Shipper's prior written consent.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in the county of the governing state unless the parties mutually agree otherwise.

Entire Agreement

This Agreement, together with any written rates, load confirmations and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, representations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

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