New Carrier Setup Packet

Broker/Carrier Agreement

This Agreement shall govern the services provided by the motor carrier identified in Step 1 of this packet, a licensed motor carrier pursuant to the MC and DOT numbers provided therein (hereinafter referred to as “Carrier”) and MC Logistics Group, LLC., (hereinafter referred to as “BROKER”), a licensed property broker pursuant to Docket No. MC# 1071592 / DOT# 3351527.

1. Broker

Broker is a licensed transportation broker authorized by its customers to negotiate and arrange for the transportation of their shipments in interstate commerce.

2. Carrier

Carrier shall transport a series of shipments arranged by Broker pursuant to certain Load Confirmation Agreements incorporated herein by reference. Load Confirmation Agreements executed via facsimile or electronic transmission shall be considered original documents and deemed legal and binding. In the event Carrier accepts a load and fails to execute a Load Confirmation, Carrier shall be bound by all the terms and conditions contained in the Load Confirmation. Carrier shall use its best efforts to transport shipments tendered by Broker in a timely fashion. Carrier shall transport shipments tendered under this Agreement on equipment operated only under the authority of Carrier and shall list only their name and authority on any applicable bills of lading. Carrier represents to Broker that (i) it complies with all applicable laws, codes, and regulations, (ii) it employs competent and appropriately certified personnel, (iii) it at all times shall maintain insurance and regulatory authorities required both by statute and this agreement, (iv) it shall maintain a safety rating of no lower than satisfactory, and (v) it will maintain and utilize a commercially reasonable safety program. Should (i) Carrier's safety rating change; (ii) its operating authority be revoked, suspended, or rendered inactive; (iii) it is sold; (iv) there be a change in its control with respect to ownership; and/or (v) its insurance is terminated, rescinded or cancelled, then Carrier shall immediately notify Broker in writing.

3. Payment terms and conditions

Broker shall pay Carrier for services rendered in an amount equal to the rates and accessorial charges agreed to on the Load Confirmation Agreements or other signed writing upon receipt of payment from Broker's customer. Carrier must submit invoices to Broker, along with whatever proof of delivery and proof of insurance coverage required by Broker. No payment will be issued without a properly signed and dated Load Confirmation. Also, no payment will be issued without the correct proof of delivery for that load confirmation, it must be sign and dated by both parties (Carrier and Receiver). Standard payment terms shall be thirty (30) days from receipt of all properly submitted invoices and related documentation subject, however, to receipt of payment from Broker's customer. In the event any shipper does not pay Broker or Broker reasonably believes any shipper will not pay on a load hauled by Carrier for any reason Broker may offset such bad debt against any obligations, whether arising out of completed work for the same or different shippers, then owing to Carrier. Carrier warrants that it will look solely to Broker for payment of freight charges and Carrier shall not contact Broker's customer, the consignor or consignee concerning collection of its freight charges. Carrier shall not charge interest or late payment fees and waives all liens. Carrier expressly waives all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with this Agreement.

4. Insurance

Carrier warrants to Broker (and its principals) that it meets the following criteria: (a) Carrier shall maintain all risk cargo insurance in the amount of not less than $100,000 per shipment, unless Broker requires a higher amount and notifies Carrier accordingly, with a deductible amount no greater than $1,000; (b) Comprehensive general liability insurance (including contractual liability and completed operations coverages) with limits of not less than $1,000,000 per occurrence; (c) Carrier shall maintain public liability insurance in the amount of not less than $1,000,000 as required by federal regulation (BMC-91 on file); (d) Carrier shall maintain workers compensation insurance as required by state law; (e) Carrier shall maintain satisfactory U.S. DOT safety ratings and it is otherwise authorized to provide the proposed services; and (f) Carrier shall be in compliance with all applicable laws. Carrier shall provide a certificate of insurance verifying the coverages set out above and shall name Broker as certificate holder and additional insured. Carrier agrees to obtain any additional insurance coverage which may from time to time be required on specific loads and as agreed between Broker and Carrier.

5. Governing Rules

The following rules shall apply; (a) The terms of the Standard Truckload Bill of Lading; (b) Standard claims rules otherwise applicable to common carriers (49 C.F.R. §370); (c) Cargo claims liability as set forth in the Carmack Amendment (49 U.S.C. § 14706); (d) Destination market value for lost or damaged cargo, special or consequential damages if claimed against Broker by its customer; (e) Claims will be filed with Carrier by Broker or Broker's customer; and (f) Broker's customer is third party beneficiary of this Agreement.

6. Released Rates

All shipments shall be subject to a maximum cargo liability of $250,000 per truckload, unless amended by special written agreement.

7. Shipping Document Execution

Carrier is to be named on each bill of lading as the “carrier of record.” Carrier shall instruct its drivers to sign each bill of lading with its company name in the section identifying the “carrier of record.” Carrier agrees to indemnify and hold Broker harmless from any direct, indirect, and consequential loss, damage, fine, expense, including attorney's fees, arising from errors on any bill of lading, including specifically, but without limitation, the showing of Broker as the “carrier of record.” The terms and conditions of a bill of lading shall not operate to alter or modify the terms of this Agreement.

8. Indemnification

Carrier shall defend, indemnify and hold harmless Broker and the any shipper, and their respective employees, officers, directors and agents (individually “Indemnitee” and collectively “Indemnitees”), from and against all losses, direct or consequential damages, fines, penalties, expenses, costs (including attorney's fees), claims, demands, actions and judgments for bodily injury (including injury resulting in death), for damage to property, including cargo of shipper, and for cleanup or remediation of any leak, spill or contamination, where the liability is caused by the acts or omissions of Carrier, its independent contractor(s) or carrier(s), or its or their respective employees or agents, and arises out of or in connection with Carrier's discharge of, or failure to discharge, its duties and responsibilities specified in this Agreement. This indemnity shall not apply to an Indemnitee to the extent any liability is caused or contributed to by the gross negligent acts or omissions of such Indemnitee; provided, however, with respect to damage to, loss of, or delay in delivery of a shipper's cargo, Carrier's indemnification obligation shall fully apply unless such damage, loss, or delay results solely from the shipper's negligence. Shipper shall be deemed a third-party beneficiary of this Agreement.

9. Law and Integration

General principles of federal transportation law shall apply where applicable. This Agreement shall be construed and interpreted under and governed by the laws of the State of Texas and any dispute, cause of action, legal claim, or lawsuit arising out of or touching upon this Agreement shall be brought exclusively in the federal or state courts located in Grand Prairie, Texas.

10. Term

This Agreement shall be for the period of one (2) year and shall be automatically renewed for successive one-year terms unless canceled. Either party may terminate this Agreement with or without cause upon fifteen (15) days written notice, provided however, that, at the election of the Party seeking termination, termination for cause can be effective immediately upon receipt by the non-terminating Party of a written notice of termination stating the cause for such immediate termination. Any termination pursuant to this provision shall not relieve either Party of its obligations to the other Party existing on the effective date of termination.

11. Back Solicitation

Carrier agrees to not back solicit any customer of Broker, either directly or indirectly. As liquidated damages, Carrier agrees to pay Broker a ten percent (10%) commission on all traffic handled by Carrier for customers first introduced to Carrier by Broker for a period of two (2) years following cancellation of this Agreement.

12. Independent Contractor

Broker does not employ or allow Carrier to act as agent for Broker. Parties to this Agreement are acting as fully independent entities and nothing in this Agreement shall be construed as creating an employment or agency relationship. The Parties acknowledge and agree that this Agreement does not bind the respective Parties to exclusive services to each other. Either Party may enter into similar agreements with other carriers, brokers or freight forwarders.

13. Advances

Broker may, upon request of Carrier and at Broker's sole discretion, advance funds to Carrier in advance of Carriers delivery of shipments arranged by Broker. Fees applicable on any such Advance shall be mutually agreed upon prior to granting the Advance. Each Advance shall be deducted from Broker's payment to Carrier for the shipment against which the Advance was granted or from any other funds due to Carrier by Broker. Carrier grants to Broker a security interest in Carrier's accounts receivable and authorizes the filing of a UCC-1 financing statement to secure repayment of (i) any Advances remaining unpaid for any reason or (ii) any other obligation of Carrier to Broker arising hereunder.

14. Offsets

Notwithstanding Paragraph 3 above, should Broker have reason to believe that Carrier's insurance coverage has lapsed, been cancelled, or does not provide coverage for a claim asserted by Broker's customer or have notice that a claim asserted by Broker's customer has been denied by the Carrier's insurance company for any reason, Broker may at its sole discretion either (i) withhold payment of any invoices due to Carrier by Broker until either insurance coverage for the a claim asserted is verified or the claim is paid by Carrier or its insurance company; or (ii) in the event of non-coverage, claim denial, or failure to pay a claim in a timely manner, offset the amount of the a claim against any invoices or other amounts due to Carrier by Broker.

15. Client Agreements

Carrier hereby agrees to be contractually obligated, whether informed or not of such obligations, to any and all requirements and/or obligations agreed to by Broker applicable to Carrier within Broker's contracts with its clients. Upon Carrier's written request to Broker, Broker will provide its then current contracts for any of its customers for which Carrier is providing services.

16. Double Brokering

Carrier will not re-broker, assign or interline the shipments tendered hereunder without securing the written consent of Broker prior to any shipment being tendered to another carrier. If Carrier breaches this provision, Broker shall have the right of paying the monies it owes to Carrier directly to the delivering carrier(s) in lieu of payment to Carrier and Carrier waives all rights to payment of any amounts relating to the subject shipment(s). Upon Broker's payment to the delivering carrier(s), Carrier shall not be released from any liability or obligation to Broker under the provisions of this Agreement, including, without limitation, the Indemnity obligation in Paragraph 8.

17. Attorney's Fees and Expenses

In the event of any dispute or litigation arising from this Agreement, the prevailing Party shall be entitled to recover all its expenses incurred, including, but not limited to, reasonable attorney's fees and court costs from the no prevailing Party.

18. Severability

If any portion or provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, The Parties agree that said portion or provision of the Agreement shall be severable, and that the remaining provisions of the Agreement shall continue in full force and effect.

19. Entire Agreement

This Agreement, together with any attendant Load Confirmation Agreements, contains the entire agreement between the parties and may only be modified by a written amendment signed by both Parties. Should there be any conflict between this Agreement and the terms and provisions of any attendant Load Confirmation, the terms and provisions of the Load Confirmation shall govern. Neither Party may assign or transfer any rights under this Agreement, in whole or in part, without the prior written or electronic consent of the other Party. Any schedule, tariff, rate, charge, classification and/or rule adopted, maintained, filed, or published by Carrier shall not apply to any shipment tendered under this Agreement. This Agreement may be executed in counterparts, each of which when executed and delivered shall be deemed an original. Signatures by either party to this Agreement transmitted by facsimile or electronic transmission shall be deemed to be original signatures. Any written notices required or permitted to be given under this Agreement shall be sent to the respective address shown below for each Party.

Broker notice address: MC Logistics Group, LLC, PO Box 540305, Grand Prairie, TX 75054. Carrier notice address: as provided in Step 1 of this packet.