Carrier Set-Up

THIS AGREEMENT is made by and between Jakebrake Logistics LLC (“BROKER”), a
Registered Property Broker, Lic. No. MC-42910; and as stated in the Carrier Name and MC on Page 1 as the “Parties” (Registered means operated under authority issued by the Federal Motor Carrier Safety Administration or its predecessor agencies, within the U.S. Department of Transportation.)

A. CARRIER REPRESENTS AND WARRANTS THAT IT:
1. Is a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with shippers and receivers and/or brokers of general commodities.
2. Shall transport the property, subject to the terms of this Agreement.
3. Makes the representations herein for the purpose of inducing BROKER to enter into this Agreement.
4. Has and will maintain cargo, personal injury, public liability, motor vehicle liability, (including but not limited to hired and non-owned motor vehicles), insurance as described below, which covers the risks referred to in Pars. A11, 12 and C4.
5. Will not insert, nor authorize a SHIPPER to insert BROKERS name on a bill of lading as the SHIPPER or CARRIER without BROKERS express written consent.
6. Has authorized the person signing this Agreement to do so.
7. Will not re-broker, co-broker, subcontract, assign, interline, warehouse or transfer the transportation of shipments hereunder to any other persons or entity conducting business under a different operating authority, without prior written consent of BROKER.
8. Is in compliance with all applicable federal, state and local laws relating to the provision of its services and the performance of this Agreement; has implemented, maintains, and monitors equipment and driver safety programs in
compliance with such laws; maintains control of the means and method of transportation including but not limited to performance of its drivers.
9. CARRIER agrees that at no time during the term of its contract with BROKER shall it have an “Unsatisfactory” or “Unfit” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), nor is it subject to any investigation or disciplinary action by any state agency related to enforcement of safety laws and regulations. If Carrier receives an “Unsatisfactory” or “Unfit” safety rating it shall immediately notify BROKER and shall not transport any shipment hereunder without BROKER’S prior written consent. If a safety rating is changed from “Satisfactory” to “Conditional” or from “Continue to Operate” to “Alert”, Carrier shall immediately notify BROKER. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any time.
10. Will notify BROKER immediately if CARRIER’S federal Operating Authority is revoked, suspended or rendered inactive for any reason; and/or if CARRIER is sold, or if there is a change in control of CARRIER.
11. Will defend, indemnify, and hold BROKER and its customers harmless from any claims, losses, damages, or liability of any kind (including reasonable attorney’s fees) arising out of CARRIER’S performance or violation of any of the terms of this Agreement. BROKER reserves the right to control the defense of any such matters, including the right to designate counsel.
12. Shall comply with all applicable laws and regulations relating to the transportation of Hazardous Materials as defined in 49 C.F.R. §173 et seq. (including any amendments) to the extent that any shipments hereunder constitute Hazardous Materials. In such instance(s), CARRIER shall be solely responsible for any violation of the applicable laws and regulations and shall defend, indemnify, and hold BROKER and its customers harmless from any liability incurred, including, but not limited to reasonable attorney’s fees arising from any non-compliance.
13. Expressly authorizes BROKER to accept payment from shippers for CARRIER’S services, and waives all rights to collection from shippers for those services.

B. BROKER RESPONSIBILITIES:
1. SHIPMENTS, BILLING & RATES: BROKER agrees to solicit and obtain freight transportation business for CARRIER to the mutual benefit of CARRIER and BROKER, and shall offer CARRIER at least three (3) loads/shipments annually. BROKER shall inform CARRIER of
(a) place of origin and destination of all shipments; and
(b) if applicable, any timeor temperature-sensitivity instructions or special equipment requirements provided BROKER has received such information from SHIPPER.
2.
a) CARRIER authorizes BROKER to invoice shipper, receiver, consignor, consignee or any other party responsible for payment of freight charges on behalf of CARRIER. Payment of the freight charges to BROKER shall relieve shipper, receiver, consignor or consignee of any liability to the CARRIER for non-payment of charges.
b) BROKER agrees to conduct all billing services to shippers. CARRIER shall invoice BROKER for its (CARRIER) charges, as mutually agreed in writing or by fax, contained in CARRIER’S schedules of rates and charges, which are attached and incorporated herein by reference (Exhibit A). Additional rates for truckload or LTL shipments, or modifications or amendments of the above rates, or additional rates, may be established to meet changing market
conditions, shipper requirements, BROKER requirements, and/or specific shipping schedules as mutually agreed upon, and shall be confirmed in writing (or by fax) by both Parties. Any such changes in rates shall automatically be incorporated herein by reference as part of Exhibit A, Amendment 1, et seq. CARRIER’S schedule of rates and charges (Exhibit A) shall be provided by CARRIER to BROKER in writing (fax or mail) and shall include all rates, classifications, rules and practices upon which any rate applicable to the shipments transported is based, and no part thereof shall be amended, modified or changed without mutual written consent of the Parties.
3. Additionally, any rates which may be verbally agreed upon shall be deemed confirmed in writing where CARRIER has billed the agreed rate and BROKER has paid it. All written confirmations of rates, including confirmations by billing and payment, shall be incorporated herein by reference as part of Exhibit A, Amendment 1, et seq. Unless specifically agreed to in writing, no rates or charges, including, but not limited to, accessorial charges, “released rates”, or “limited liability” rates or values, other than those mutually agreed upon by the Parties herein shall be valid.
4. PAYMENT: BROKER agrees to pay CARRIER for its services rendered hereunder, upon written receipt of proof of delivery and bill of lading, in accordance with the rates set forth above, or as otherwise agreed, within thirty (30) days of receipt of CARRIER’S invoice, provided invoice is received not later than one (1) year after date of delivery, or scheduled date of delivery, whichever is earlier. If CARRIER breaches Par A(7), BROKER shall have the right of paying the monies it owes CARRIER directly to the delivering carrier, in lieu of payment to carrier. Upon BROKERS payment to delivering carrier, CARRIER shall not be release from any liability to BROKER under this agreement. CARRIER expressly waives its right to collection after the one-year period. Upon receipt of payment, CARRIER automatically assigns all of its rights to payment from shippers, consignees, or third parties to BROKER.

C. CARRIER RESPONSIBILITIES:
1. EQUIPMENT: All shipments tendered by a shipper or customer to CARRIER, procured by BROKER under the terms of this Agreement, shall be accepted by CARRIER for transportation, provided such shipment does not exceed the capacity (weight or cubic volume) of CARRIER equipment. CARRIER agrees to provide the necessary equipment and qualified personnel for completion of the transportation services required for BROKER and/or its customers. CARRIER agrees that all shipments will be transported and delivered with reasonable dispatch, or as otherwise agreed.
2. BILLS OF LADING: CARRIER shall issue a bill of lading for the property it receives for transportation under this Agreement. Unless otherwise agreed in writing, CARRIER shall become fully responsible/liable for the freight when it takes/receives possession thereof, and the trailer(s) is loaded, regardless of whether a bill of lading has been issued, and/or signed, and/or delivered to CARRIER. Any terms of the bill of lading inconsistent with the terms of this Agreement shall be controlled by the terms of this Agreement. Failure to issue a bill of lading, or sign bill of lading acknowledging receipt of the cargo, by CARRIER, shall not affect the liability of CARRIER.
3. LOSS & DAMAGE CLAIMS:
a) CARRIER shall comply with 49 C.F.R. §370.1 et seq. and any amendments and/or any other applicable regulations issued or adopted by the Federal Motor Carrier Safety Administration, U.S. Department of Transportation, for processing all loss and damage claims and salvage which arise out of the discharge of CARRIER’S duties and responsibilities hereunder; and
b) CARRIER’S liability for any cargo damage, loss, or theft from any cause shall be determined under the Carmack Amendment, 49 U.S.C §14706;and
c) Special Damages: Any liability of CARRIER under Pars. All and 12 which may exceed damages under par (b) above shall constitute special damages, the risk of which is expressly assumed by CARRIER, and which shall not be limited by any liability under Subp. (b) above; and
d) CARRIER assumes all risk of loss and shall indemnify and hold BROKER harmless from any liability arising out of violation of Par. A(7), including consequential damages, costs, expenses and reasonable attorney fees. At BROKER’S sole option and not in limitation of any other remedy hereunder, BROKER may declare CARRIER’S unpaid compensation for any such shipments forfeited as liquidated damages (and not as a penalty).
4. INSURANCE: CARRIER shall furnish BROKER with Certificate(s) of Insurance, or insurance policies, protecting BROKER from the risks referred to in Pars. All, 12, C3, and this Par. 4, providing thirty (30) days advance notice of cancellation or termination, and unless otherwise agreed, subject to the following minimum limits: Public liability, $1,000,000; property damage, $1,000,000; motor vehicle property damage and personal injury liability $1,000,000.00; cargo damage/loss, $100,000; workers’ compensation with limits required by law. Except for the higher coverage limits specified above, the insurance policies shall comply with minimum requirements of the Federal Motor Carrier Safety Administration and any other applicable regulatory state agency. Nothing in this Agreement shall be construed to limit liability to the insurance limits set forth above, nor shall any exclusion in any insurance policy exonerate CARRIER from liability.

D. MISCELLANEOUS:
1. INDEPENDENT CONTRACTOR: It is understood and agreed that the relationship between BROKER and CARRIER is that of independent contractor and that no employer/employee relationship exists, or is intended. BROKER has no control of any kind over CARRIER including but not limited to routing of freight, and nothing contained herein shall be construed to be inconsistent therewith.
2. NON-EXCLUSIVE AGREEMENT: CARRIER and BROKER acknowledge and agree that this contract 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.
3. WAIVER OF PROVISIONS:
a) Failure of either party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right of either party to thereafter enforce such a term or provision.
b) This Agreement is for specified services pursuant to 49 U.S.C. §14101(b). To the extent that terms and conditions herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC Termination Act of 1995), the parties expressly waive any or all rights and remedies they may have under the Act.
4. DEFAULT: In the event of a material breach by CARRIER of any provisions of this Agreement, BROKER shall have the right to withhold and/or set off any payments owing to CARRIER and/or received from shippers which BROKER is obligated to pay CARRIER. The right of withholding and/or setoff is not an exclusive remedy and BROKER shall have and may exercise, subject to Paragraph 5 below, all other remedies it may have at law or in equity against CARRIER.
5. DISPUTES: In the event of a dispute arising out of this Agreement, the party’s sole recourse (except as provided below) shall be to arbitration. Proceedings shall be conducted under the rules of the American Arbitration Association (AAA), or Transportation ADR Council, Inc. (ADR) at BROKER’S sole discretion. Upon agreement of the Parties, arbitration proceedings may be conducted outside of the administrative control of the AAA or ADR. The decision of the arbitrators shall be binding and final and the award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well as those incurred in any action for injunctive relief, or in the event further legal action is taken to enforce the award of arbitrators. Arbitration proceedings shall be conducted at the office of the AAA or ADR in Omaha, Nebraska or such other place as mutually agreed upon in writing o directed by the acting arbitration association. Provided, however, either Party may apply to a court of competent jurisdiction for injunctive relief. Unless preempted or controlled by federal law and regulations, the laws of the State of Nebraska shall be controlling. This paragraph shall not apply to enforcement of the award of arbitration.
6. NO BACK SOLICITATION: CARRIER shall not solicit freight shipments from any customer of BROKER, when:
(a) the availability of such shipments first became known to CARRIER as a result of BROKER’S efforts; and/or
(b) where the shipments of BROKER’S customer were tendered to the CARRIER by the BROKER at any time prior to CARRIER’S delivery of any freight for said customer. In the event of breach of this provision, BROKER shall be entitled, for a period of eighteen (18) months following delivery of the last shipment transported b> CARRIER under this Agreement, to a commission of twenty percent (20%) of the transportation revenue (as evidenced by freight bills) receive by CARRIER for the transportation of said freight as liquidated damages. Additionally, BROKER may seek injunctive relief and in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER related thereto, including, but not limited to, reasonable attorney’s fees.
7. HOSTAGE LOAD: Any load under hostage situation or held hostage and demanding additional money, the carrier agrees the rate confirmation issued over & above the original rate will be null & void. Hostage load will result up to 25% fine.
8. CONFIDENTIALITY:
a) During the term of this Agreement and for two (2) years after termination for any reason, the CARRIER shall not directly or indirectly disclose to anyone, or use for its own, or anyone else’s benefit, Confidential Information as defined herein. For purposes of this Agreement, “Confidential Information” shall mean information of the BROKER which includes but is not limited to business and/or marketing and sales plans, trade secrets, customer names, customer contacts, personal customer information, customer shipping or other logistics requirements, and all pricing information. “Customer”, for purposes of this Agreement, shall mean any person or entity with which the BROKER is or has conducted business during 18 months immediately preceding violation of this Agreement. Confidential Information may be disclosed orally, visually or in tangible form (whether by document, electronic media, or other form). The failure of either Party to mark, label or identify any of the above-described information as Confidential shall not affect its status as part of the Confidential Information protected by this Agreement.
b) In the event of violation of this clause, CARRIER acknowledges and agrees that the remedy at law, including monetary damages, may be inadequate and that BROKER shall be entitled, in addition to any other remedy it may have, to an injunction restraining CARRIER from violation of this Agreement.
c) In addition to the remedy set forth in Subparagraph (b) above, BROKER shall have the right in its sole discretion to immediately terminate this Agreement (with or without prior notice) and recover and/or withhold 20% of the transportation revenue paid and/or owing to CARRIER under this Agreement (as evidenced by CARRIER’S freight bills) as liquidated damages (and not as a penalty) for breach hereof.
9. MODIFICATION OF AGREEMENT: This Agreement and the rate schedules attached may not be amended, except by mutual written agreement, or the procedures set forth above (Paragraphs B2 and B3).
10. NOTICES:
a) All notices provided or required by this Agreement, shall be made in writing and delivered, return receipt requested, to the addresses shown herein with postage prepaid; or by confirmed (electronically acknowledged on paper) fax.
b) BROKER shall notify CARRIER of any claim that is asserted against CARRIER of which BROKER has knowledge.
11. CONTRACT TERM: The term of this Agreement shall be for one (1) year from the date shown above. That term may be extended for another year by mutual agreement at or prior to the expiration of the first year, or if no further agreement is executed by that date, this Agreement shall remain in effect until superseded by a further agreement, or cancelled upon thirty (30) days written notice of cancellation by either party.
12. SEVERANCE: SURVIVAL: In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no other terms shall be affected and the unaffected terms shall remain valid and enforceable as written. The representations, rights and obligations of the Parties hereunder shall survive termination of this Agreement for any reason.
13. ENTIRE AGREEMENT: Except for Exhibit A (and its amendments) billing, invoices and receipt of payment documents referred to above and unless otherwise agreed in writing, this Agreement contains the entire understanding of the Parties and supersedes all verbal or written price agreements, arrangements, and understandings of the Parties relating to the subject matter stated herein. The Parties further intend that this Agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence may be introduced to reform this Agreement in any judicial or arbitration proceeding.

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